SkyWest Airlines 2013 Annual Report Download - page 183

2.28. ‘‘Restricted Stock Award’’ shall have the meaning set forth in Section 7.1.
2.29 ‘‘Restricted Stock Unit’’ means an Award that is valued by reference to a Share, which value
may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion
upon the satisfaction of vesting restrictions as the Committee may establish, which restrictions may
lapse separately or in combination at such time or times, in installments or otherwise, as the
Committee may deem appropriate.
2.30 ‘‘Restricted Stock Unit Award’’ shall have the meaning set forth in Section 7.1.
2.31. ‘‘Securities Exchange’’ means the principal U.S. national securities exchange on which the
Shares are listed and traded on the date in question. As of the date hereof, the applicable Securities
Exchange is The NASDAQ Global Select Market.
2.32. ‘‘Shares’’ shall mean the shares of common stock, no par value, of the Company.
2.33. ‘‘Stock Appreciation Right’’ shall mean the right granted to a Participant pursuant to Article 6.
2.34. ‘‘Subsidiary’’ shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the relevant time each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the chain.
2.35. ‘‘Substitute Awards’’ shall mean Awards granted or Shares issued by the Company in
assumption of, or in substitution or exchange for: (i) awards previously granted by an entity (other than
the Company or a Subsidiary) that is acquired by the Company or any Subsidiary or with which the
Company or any Subsidiary combines; or (ii) the right or obligation of any entity acquired by the
Company or acquired by any Subsidiary, or with which the Company or any Subsidiary combines, to
make future awards.
2.36. ‘‘Vesting Period’’ shall mean the period of time specified by the Committee during which
vesting restrictions for an Award are applicable.
3. SHARES SUBJECT TO THE PLAN
3.1 Number of Shares.
(a) Subject to adjustment as provided in Section 12.2, a total of 5,150,000 Shares shall be
authorized for grant under the Plan, decreased by one (1) Share for every one (1) Share that was
subject to an option or stock appreciation right granted under the Prior Plans after December 31,
2009 and one and sixty-five one hundredths (1.65) Shares for every one (1) Share that was subject
to an award (other than an option or stock appreciation right) granted under the Prior Plans after
December 31, 2009, and increased by Shares covered by awards granted under the Prior Plans that
again become available for grant pursuant to Section 3.1(b). Shares shall be counted as used as of
the applicable grant date. Any Shares that are subject to Options or Stock Appreciation Rights
shall be counted against this limit as one (1) Share for every one (1) Share granted, and any
Shares that are subject to Awards other than Options or Stock Appreciation Rights shall be
counted against this limit as one and sixty-five one-hundredths (1.65) Shares for every one
(1) Share granted. After the effective date of the Plan as provided in Section 13.13, no further
awards shall be granted under any Prior Plan.
(b) If (i) any Shares subject to an Award are forfeited, an Award expires or an Award is
settled for cash (in whole or in part), or (ii) after December 31, 2009 any Shares subject to an
award under the Prior Plans are forfeited, an award under Prior Plans expires, or an award under
the Prior Plans is settled for cash (in whole or in part), the Shares subject to such Award or award
under the Prior Plans shall, to the extent of such forfeiture, expiration or cash settlement, again be
available for Awards under the Plan, in accordance with Section 3.1(d) below. Notwithstanding
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