SkyWest Airlines 2013 Annual Report Download - page 193

such Change in Control over the exercise price per Share of such Option and/or Stock
Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property
(including the stock or property, if any, payable in the transaction) or in a combination thereof, as
the Committee, in its discretion, shall determine.
11.3. Change in Control. For purposes of the Plan, unless otherwise provided in an Award
Agreement, Change in Control means the occurrence of any one of the following events:
(a) During any twenty-four (24) month period, individuals who, as of the beginning of such
period, constitute the Board (the ‘‘Incumbent Directors’’) cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a director subsequent to the
beginning of such period whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Company as a result
of an actual or threatened election contest with respect to directors or as a result of any other
actual or threatened solicitation of proxies by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director;
(b) Any ‘‘person’’ (as such term is defined in the Exchange Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a ‘‘beneficial owner’’ (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company’s then outstanding
securities eligible to vote for the election of the Board (the ‘‘Company Voting Securities’’);
provided, however, that the event described in this paragraph (b) shall not be deemed to be a
Change in Control by virtue of any of the following acquisitions: (i) by the Company or any
Subsidiary; (ii) by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary; (iii) by any underwriter temporarily holding securities pursuant to an
offering of such securities; (iv) pursuant to a Non-Qualifying Transaction, as defined in
paragraph (c); or (v) by any person of Voting Securities from the Company, if a majority of the
Incumbent Board approves in advance the acquisition of beneficial ownership of 50% or more of
Company Voting Securities by such person;
(c) The consummation of a merger, consolidation, statutory share exchange or similar form
of corporate transaction involving the Company or any of its Subsidiaries that requires the
approval of the Company’s stockholders, whether for such transaction or the issuance of securities
in the transaction (a ‘‘Business Combination’’), unless immediately following such Business
Combination: (i) more than 50% of the total voting power of (A) the corporation resulting from
such Business Combination (the ‘‘Surviving Corporation’’), or (B) if applicable, the ultimate parent
corporation that directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the ‘‘Parent Corporation’’), is represented
by Company Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which such Company Voting Securities
were converted pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Business Combination, (ii) no
person (other than any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or
indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) and (iii) at least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the
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