SkyWest Airlines 2013 Annual Report Download - page 190

9.4. Payment. Except as provided in Article 11 or as may be provided in an Award Agreement,
Performance Awards will be distributed only after the end of the relevant Performance Period.
Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the
sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments
following the close of the Performance Period or, in accordance with procedures established by the
Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
10. CODE SECTION 162(m) PROVISIONS
10.1. Application. Notwithstanding any other provision of the Plan, if the Committee determines
at the time a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award or an
Other Share-Based Award is granted to a Participant who is, or is likely to be, as of the end of the tax
year in which the Company would claim a tax deduction in connection with such Award, a Covered
Employee, then the Committee may provide that Sections 10.2 through 10.4 are applicable to such
Award. Additionally, the individual limitations set forth in Section 10.5 shall apply to any Award
granted under the Plan to a Participant regardless of whether the Participant is or is expected to
become a Covered Employee.
10.2. Performance Criteria. If the Committee determines that a Restricted Stock Award, a
Restricted Stock Unit, a Performance Award or an Other Share-Based Award is intended to be subject
to this Section 10.2, the lapsing of restrictions thereon and the distribution of cash, Shares or other
property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective
performance goals established by the Committee, which shall be based on the attainment of specified
levels of one or any combination of the following: net sales; revenue; revenue growth or product
revenue growth; operating income (before or after taxes); pre- or after-tax income or loss (before or
after allocation of corporate overhead and bonus); earnings or loss per share; net income or loss
(before or after taxes); return on equity; total stockholder return; return on assets or net assets;
appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities of
the Company; market share; gross profits; earnings or losses (including earnings or losses before taxes,
before interest and taxes, or before interest, taxes, depreciation and amortization); economic value-
added models or equivalent metrics; comparisons with various stock market indices; reductions in costs;
cash flow or cash flow per share (before or after dividends); return on capital (including return on total
capital or return on invested capital); cash flow return on investment; improvement in or attainment of
expense levels or working capital levels, including cash and accounts receivable; operating margin; gross
margin; year-end cash; cash margin; debt reduction; stockholders equity; operating efficiencies; market
share; customer satisfaction; customer growth; employee satisfaction; regulatory achievements (including
submitting or filing applications or other documents with regulatory authorities or receiving approval of
any such applications or other documents and passing pre-approval inspections (whether of the
Company or the Company’s third-party manufacturer)); strategic partnerships or transactions;
co-development, co-marketing, profit sharing, joint venture or other similar arrangements; financial
ratios, including those measuring liquidity, activity, profitability or leverage; cost of capital or assets
under management; financing and other capital raising transactions (including sales of the Company’s
equity or debt securities; sales or licenses of the Company’s assets, including its intellectual property,
whether in a particular jurisdiction or territory or globally; or through partnering transactions); cost per
available seat mile; revenue per available seat mile; revenue or cost per revenue seat mile; percentage
of flights completed on time; percentage of scheduled flights completed; lost passenger baggage per
passenger or per seat mile; aircraft utilization; revenue per employee; and implementation, completion
or attainment of measurable objectives with respect to commercialization, projects, service volume
levels, acquisitions and divestitures; transactions; and recruiting and maintaining personnel. Such
performance goals also may be based solely by reference to the Company’s performance or the
performance of a Subsidiary, division, business segment or business unit of the Company, or based
upon the relative performance of other companies or upon comparisons of any of the indicators of
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