SkyWest Airlines 2013 Annual Report Download - page 194

consummation of the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination (any
Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be
deemed to be a ‘‘Non-Qualifying Transaction’’); or
(d) The stockholders of the Company approve a plan of complete liquidation or dissolution
of the Company or the consummation of a sale of all or substantially all of the Company’s assets.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any
person acquires beneficial ownership of 50% or more of the Company Voting Securities as a result of
the acquisition of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the Company such person
becomes the beneficial owner of additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the
Company shall then occur.
12. GENERALLY APPLICABLE PROVISIONS
12.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend,
suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder
approval imposed by applicable law, including the rules and regulations of the Securities Exchange on
which the Shares are then traded; provided that the Board may not amend the Plan in any manner that
would result in noncompliance with Rule 16b-3 of the Exchange Act; and further provided that the
Board may not, without the approval of the Company’s stockholders (to the extent stockholder
approval is required by the Code or other applicable law), amend the Plan to: (a) increase the number
of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to
Section 12.2); (b) expand the types of awards available under the Plan; (c) materially expand the class
of persons eligible to participate in the Plan; (d) amend Section 5.3 or Section 6.2(f) to eliminate the
requirements relating to minimum exercise price, minimum grant price and stockholder approval;
(e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum
permissible term of a Stock Appreciation Right specified by Section 6.2(d); or (f) increase the
Limitations. The Board may not, without the approval of the Company’s stockholders, cancel an Option
or Stock Appreciation Right in exchange for cash or take any action with respect to an Option or 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, including a reduction of the exercise price of
an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock
Appreciation Right for cash or another Award. In addition, no amendments to, or termination of, the
Plan shall impair the rights of a Participant in any material respect under any Award previously granted
without such Participant’s consent.
12.2. Adjustments. In the event of any merger, reorganization, consolidation, recapitalization,
dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend),
stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure
affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the
Plan and to Awards as the Committee deems equitable or appropriate taking into consideration the
accounting and tax consequences, including such adjustments in the aggregate number, class and kind
of securities that may be delivered under the Plan, the Limitations, the maximum number of Shares
that may be issued pursuant to Incentive Stock Options and, in the aggregate or to any Participant, in
the number, class, kind and option or exercise price of securities subject to outstanding Awards granted
under the Plan (including, if the Committee deems appropriate, the substitution of similar options to
purchase the shares of, or other awards denominated in the shares of, another company) as the
Committee may determine to be appropriate; provided, however, that the number of Shares subject to
any Award shall always be a whole number.
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