SkyWest Airlines 2013 Annual Report Download - page 186

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.
5.5. Exercise of Options.
(a) Vested Options granted under the Plan shall be exercised by the Participant or by a
Permitted Assignee thereof (or by the Participant’s executors, administrators, guardian or legal
representative, as may be provided in an Award Agreement) as to all or part of the Shares covered
thereby, by giving notice of exercise to the Company or its designated agent, specifying the number
of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and
shall comply with such other requirements consistent with the provisions of the Plan as the
Committee may prescribe from time to time.
(b) Unless otherwise provided in an Award Agreement, full payment of such purchase price
shall be made at the time of exercise and shall be made: (i) in cash or cash equivalents (including
certified check or bank check or wire transfer of immediately available funds); (ii) by tendering
previously acquired Shares (either actually or by attestation) valued at their then Fair Market
Value; (iii) with the consent of the Committee, by delivery of other consideration having a Fair
Market Value on the exercise date equal to the total purchase price; (iv) with the consent of the
Committee, by withholding Shares otherwise issuable in connection with the exercise of the
Option; (v) through any other method specified in an Award Agreement (including same-day sales
through a broker); or (vi) any combination of any of the foregoing. The notice of exercise,
accompanied by such payment, shall be delivered to the Company at its principal business office or
such other office as the Committee may from time to time direct, and shall be in such form,
containing such further provisions consistent with the provisions of the Plan, as the Committee
may from time to time prescribe. In no event may any Option granted hereunder be exercised for
a fraction of a Share.
(c) Notwithstanding the foregoing, an Award Agreement evidencing an Option may provide
that if on the last day of the term of the Option the Fair Market Value of one Share exceeds the
option price per Share, the Participant has not exercised the Option (or a tandem Stock
Appreciation Right, if applicable) and the Option has not expired, the Option shall be deemed to
have been exercised by the Participant on such day with payment made by withholding Shares
otherwise issuable in connection with the exercise of the Option. In such event, the Company shall
deliver to the Participant the number of Shares for which the Option was deemed exercised, less
the number of Shares required to be withheld for the payment of the total purchase price and
required withholding taxes; provided, however, any fractional Share shall be settled in cash.
5.6. Form of Settlement. In its sole discretion, the Committee may provide that the Shares to be
issued upon an Option’s exercise shall be in the form of Restricted Stock or other similar securities.
5.7. Incentive Stock Options. The Committee may grant Incentive Stock Options to any
Employee of the Company or any Subsidiary, subject to the requirements of Section 422 of the Code.
Solely for purposes of determining whether Shares are available for the grant of Incentive Stock
Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to
Incentive Stock Options granted under the Plan shall be 4,200,000 Shares, subject to adjustment as
provided in Section 12.2.
6. STOCK APPRECIATION RIGHTS
6.1. Grant and Exercise. The Committee may provide Stock Appreciation Rights: (a) in tandem
with all or part of any Option granted under the Plan or at any subsequent time during the term of
such Option; (b) in tandem with all or part of any Award (other than an Option) granted under the
Plan or at any subsequent time during the term of such Award; or (c) without regard to any Option or
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