SkyWest Airlines 2013 Annual Report Download - page 185

with respect to an Award made under the Plan shall be deferred either automatically or at the
election of the Participant; (vii) determine whether, to what extent, and under what circumstances
any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any
instrument or agreement entered into under or in connection with the Plan, including any Award
Agreement; (ix) correct any defect, supply any omission, or reconcile any inconsistency in the Plan
or any Award in the manner and to the extent that the Committee shall deem desirable to carry it
into effect; (x) establish such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; (xi) determine whether any Award, other
than an Option or Stock Appreciation Right, will have Dividend Equivalents; and (xii) make any
other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan.
(b) Decisions of the Committee shall be final, conclusive and binding on all persons or
entities, including the Company, any Participant, and any Subsidiary. A majority of the members of
the Committee may determine its actions, including fixing the time and place of its meetings.
Notwithstanding the foregoing, any action or determination by the Committee specifically affecting
or relating to a Director on the Committee shall require the prior approval of the Board.
(c) To the extent not inconsistent with applicable law, including Section 162(m) of the Code,
or the rules and regulations of the Securities Exchange on which the Shares are traded, the
Committee may delegate to a committee of one or more directors of the Company any of the
authority of the Committee under the Plan, including the right to grant, cancel or suspend Awards.
5. OPTIONS
5.1. Grant of Options. Options may be granted hereunder to Participants either alone or in
addition to other Awards granted under the Plan. Any Option shall be subject to the terms and
conditions of this Article and to such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall deem desirable.
5.2. Award Agreements. All Options shall be evidenced by a written Award Agreement in such
form and containing such terms and conditions as the Committee shall determine which are not
inconsistent with the provisions of the Plan. The terms and conditions of Options need not be the same
with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation
on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this
Article may hold more than one Option granted pursuant to the Plan at the same time.
5.3. Option Price. Other than in connection with Substitute Awards, the option price per each
Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the
Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the
case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock
representing more than 10% of the voting power of all classes of stock of the Company or any
Subsidiary, the option price per share shall be no less than 110% of the Fair Market Value of one
Share on the date of grant. Other than pursuant to Section 12.2, the Committee shall not without the
approval of the Company’s stockholders: (a) lower the option price per Share of an Option after it is
granted; (b) cancel an Option in exchange for cash or another Award (other than in connection with a
Change in Control as defined in Section 11.3); or (c) take any other action with respect to an Option
that would be treated as a repricing under the rules and regulations of the Securities Exchange on
which the Shares are then traded.
5.4. Option Term. The term of each Option shall be fixed by the Committee in its sole
discretion; provided that no Option shall be exercisable after the expiration of seven (7) years from the
date the Option is granted, except in the event of death or disability; provided, however, that the term
of the Option shall not exceed five (5) years from the date the Option is granted in the case of an
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