SkyWest Airlines 2013 Annual Report Download - page 184

anything to the contrary contained herein, the following Shares shall not be added to the Shares
authorized for grant under paragraph (a) of this Section: (i) Shares tendered by the Participant or
withheld by the Company in payment of the purchase price of an Option or an option granted
under the Prior Plans, or to satisfy any tax withholding obligation with respect to an Award or an
award granted under the Prior Plans; (ii) Shares subject to a Stock Appreciation Right or a stock
appreciation right granted under the Prior Plans that are not issued in connection with its stock
settlement on exercise thereof; and (iii) Shares reacquired by the Company on the open market or
otherwise using cash proceeds from the exercise of Options or options granted under the Prior
Plans.
(c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan or the
applicable Limitations applicable to a Participant under Section 10.5, nor shall Shares subject to a
Substitute Award again be available for Awards under the Plan to the extent of any forfeiture,
expiration or cash settlement as provided in paragraph (b) above. Additionally, in the event that a
company acquired by the Company or any Subsidiary or with which the Company or any
Subsidiary combines has shares available under a pre-existing plan approved by stockholders and
not adopted in contemplation of such acquisition or combination, the shares available for grant
pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the
exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or
combination to determine the consideration payable to the holders of common stock of the entities
party to such acquisition or combination) may be used for Awards under the Plan and shall not
reduce the Shares authorized for grant under Section 3.1(a) of the Plan; provided that Awards
using such available shares shall not be made after the date awards or grants could have been
made under the terms of the pre-existing plan, absent the acquisition or combination, and shall
only be made to individuals who were not Employees or Directors prior to such acquisition or
combination.
(d) Any Shares that again become available for grant pursuant to Section 3.1(b) shall be
added back as: (i) one (1) Share if such Shares were subject to Options or Stock Appreciation
Rights granted under the Plan or options or stock appreciation rights granted under the Prior
Plans; and (ii) as one and sixty-five one-hundredths (1.65) Shares if such Shares were subject to
Awards other than Options or Stock Appreciation Rights granted under the Plan or awards other
than options or stock appreciation rights granted under the Prior Plans.
3.2. Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.
4. ELIGIBILITY AND ADMINISTRATION
4.1. Eligibility. Any Employee, Director or Consultant shall be eligible to be selected as a
Participant.
4.2. Administration.
(a) The Plan shall be administered by the Committee. The Committee shall have full power
and authority, subject to the provisions of the Plan and subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to:
(i) select the Employees, Directors and Consultants to whom Awards may from time to time be
granted hereunder; (ii) determine the type or types of Awards to be granted to each Participant
hereunder; (iii) determine the number of Shares (or dollar value) to be covered by each Award
granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of
the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what
circumstances Awards may be settled in cash, Shares or other property; (vi) determine whether, to
what extent, and under what circumstances cash, Shares, other property and other amounts payable
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