SkyWest Airlines 2013 Annual Report Download - page 189

8. OTHER SHARE-BASED AWARDS
8.1. Grants. Other Awards of Shares and other Awards that are valued in whole or in part by
reference to, or are otherwise based on, Shares or other property (‘‘Other Share-Based Awards’’),
including deferred stock units, may be granted hereunder to Participants either alone or in addition to
other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form of
payment of other Awards granted under the Plan and other earned cash-based compensation. Other
Share-Based Awards shall be subject to such vesting restrictions as are imposed by the Committee
covering a period of time specified by the Committee (the ‘‘Vesting Period’’).
8.2. Award Agreements. The terms of Other Share-Based Award granted under the Plan shall be
set forth in an Award Agreement which shall contain provisions determined by the Committee and not
inconsistent with the Plan. The terms of such Awards need not be the same with respect to each
Participant. Notwithstanding the provisions of this Section, any cash, Shares or property (other than
cash) distributed as a dividend or otherwise with respect to the number of Shares covered by a Other
Share-Based Award that vests based on achievement of performance goals shall be subject to
restrictions and risk of forfeiture to the same extent as the Shares covered by the Other Share-Based
Award with respect to which such cash, Shares or other property has been distributed.
8.3. Minimum Vesting Period. Except as otherwise provided in the applicable Award Agreement
or in special circumstances as determined by the Committee in its sole discretion, Other Share-Based
Awards shall have a Vesting Period of not less than: (i) three (3) years from date of grant (but
permitting pro rata vesting over such time) if subject only to continued service with the Company or a
Subsidiary; or (ii) one (1) year from date of grant if subject to the achievement of performance
objectives.
8.4. Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards
may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the
Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance
with procedures established by the Committee, on a deferred basis subject to the requirements of
Section 409A of the Code.
9. PERFORMANCE AWARDS
9.1. Grants. Performance Awards in the form of Performance Cash, Performance Shares or
Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder
to Participants, for no consideration or for such minimum consideration as may be required by
applicable law, either alone or in addition to other Awards granted under the Plan. The performance
goals to be achieved for each Performance Period shall be conclusively determined by the Committee
and may be based upon the criteria set forth in Section 10.2.
9.2. Award Agreements. The terms of any Performance Award granted under the Plan shall be
set forth in an Award Agreement (or, if applicable, in a resolution duly adopted by the Committee)
which shall contain provisions determined by the Committee and not inconsistent with the Plan,
including whether such Awards shall have Dividend Equivalents. The terms of Performance Awards
need not be the same with respect to each Participant.
9.3. Terms and Conditions. The performance criteria to be achieved during any Performance
Period and the length of the Performance Period shall be determined by the Committee upon the grant
of each Performance Award; provided, however, that a Performance Period shall not be shorter than
one (1) year nor longer than five (5) years unless the Award is not payable in Shares. The amount of
the Award to be distributed shall be conclusively determined by the Committee.
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