SkyWest Airlines 2013 Annual Report Download - page 187

other Award in each case upon such terms and conditions as the Committee may establish in its sole
discretion.
6.2. Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and
conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time
by the Committee, including the following:
(a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to
receive the excess of: (i) the Fair Market Value of one Share on the date of exercise (or such
amount less than such Fair Market Value as the Committee shall so determine at any time during
a specified period before the date of exercise), over (ii) the grant price of the Stock Appreciation
Right.
(b) The Committee shall determine in its sole discretion whether payment on exercise of a
Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any
combination thereof.
(c) The terms and conditions of Stock Appreciation Rights need not be the same with
respect to each recipient.
(d) The Committee may impose such other terms and conditions on the exercise of any Stock
Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right shall: (i) have a
grant price per Share of not less than the Fair Market Value of one Share on the date of grant or,
if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right granted
in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of
Section 409A of the Code) except in the case of Substitute Awards or in connection with an
adjustment provided in Section 12.2; and (ii) have a term not greater than seven (7) years.
(e) An Award Agreement evidencing a Stock Appreciation Right may provide that if on the
last day of the term of a Stock Appreciation Right the Fair Market Value of one Share exceeds the
grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock
Appreciation Right or the tandem Option (if applicable), and the Stock Appreciation Right has
not expired, the Stock Appreciation Right shall be deemed to have been exercised by the
Participant on such day. In such event, the Company shall make payment to the Participant in
accordance with this Section, reduced by the number of Shares (or cash) required for withholding
taxes. Any fractional Share shall be settled in cash.
(f) Without the approval of the Company’s stockholders, other than pursuant to Section 12.2,
the Committee shall not: (i) reduce the grant price of any Stock Appreciation Right after the date
of grant; (ii) cancel any Stock Appreciation Right in exchange for cash or another Award (other
than in connection with a Change in Control as defined in Section 11.3); or (iii) take any other
action with respect to a Stock Appreciation Right that would be treated as a repricing under the
rules and regulations of the Securities Exchange on which the Shares are then traded.
7. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
7.1. Grants. Awards of Restricted Stock and of Restricted Stock Units may be issued hereunder
to Participants either alone or in addition to other Awards granted under the Plan (a ‘‘Restricted Stock
Award’’ or ‘‘Restricted Stock Unit Award’’ respectively), and such Restricted Stock Awards and
Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and
other earned cash-based incentive compensation. Each Restricted Stock Award and Restricted Stock
Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of time
specified by the Committee (the ‘‘Vesting Period’’). The Committee has absolute discretion to
determine whether any consideration (other than services) is to be received by the Company or any
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