SkyWest Airlines 2013 Annual Report Download - page 191

performance relative to other companies. The Committee may also exclude charges related to an event
or occurrence which the Committee determines should appropriately be excluded, including:
(a) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring
charges; (b) an event either not directly related to the operations of the Company or not within the
reasonable control of the Company’s management; or (c) the cumulative effects of tax or accounting
changes in accordance with U.S. generally accepted accounting principles. Such performance goals shall
be set by the Committee within the time period prescribed by, and shall otherwise comply with the
requirements of, Section 162(m) of the Code, and the regulations thereunder.
10.3. Adjustments. Notwithstanding any provision of the Plan (other than Article 11), with
respect to any Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other
Share-Based Award that is subject to Section 10.2, the Committee may adjust downwards, but not
upwards, the amount payable pursuant to such Award, and the Committee may not waive the
achievement of the applicable performance goals except in the case of the death or disability of the
Participant, a Change in Control, or as otherwise determined by the Committee in special
circumstances.
10.4. Restrictions. The Committee shall have the power to impose such other restrictions on
Awards subject to this Article as it may deem necessary or appropriate to ensure that such Awards
satisfy all requirements for ‘‘performance-based compensation’’ within the meaning of Section 162(m)
of the Code.
10.5. Limitations on Grants to Individual Participants. Subject to adjustment as provided in
Section 12.2, no Participant may: (i) be granted Options or Stock Appreciation Rights during any
36-month period with respect to more than 1,000,000 Shares; and (ii) earn more than 500,000 Shares
with respect to Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards and/or
Other Share-Based Awards that are intended to comply with the performance-based exception under
Code Section 162(m) and are denominated in Shares in any 36-month period (collectively, the
‘‘Limitations’’). In addition to the foregoing, the maximum dollar value that may be earned by any
Participant for each 12 months in a Performance Period with respect to Performance Awards that are
intended to comply with the performance-based exception under Code Section 162(m) and are
denominated in cash is $5,000,000. If an Award is cancelled, the cancelled Award shall continue to be
counted toward the applicable Limitation (or, if denominated in cash, toward the dollar amount in the
preceding sentence).
11. CHANGE IN CONTROL PROVISIONS
11.1. Impact on Certain Awards. Award Agreements may provide that in the event of a Change
in Control of the Company (as defined in Section 11.3): (i) Options and Stock Appreciation Rights
outstanding as of the date of the Change in Control shall be cancelled and terminated without payment
therefor if the Fair Market Value of one Share as of the date of the Change in Control is less than the
per Share Option exercise price or Stock Appreciation Right grant price; and (ii) Performance Awards
shall be considered to be earned and payable (either in full or pro rata based on the portion of
Performance Period completed as of the date of the Change in Control) and any limitations or other
restrictions shall lapse and such Performance Awards shall be immediately settled or distributed.
11.2. Assumption or Substitution of Certain Awards.
(a) Unless otherwise provided in the applicable Award Agreement, in the event of a Change
in Control of the Company in which the successor company assumes or provides a substitute award
for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or
Other Share-Based Award (or in which the Company is the ultimate parent corporation and
continues the Award), if a Participant’s employment with such successor company (or the
Company) or a subsidiary thereof terminates within 24 months following such Change in Control
77