SkyWest Airlines 2013 Annual Report Download - page 195

12.3. Transferability of Awards. Except as provided below, no Award and no Shares that have not
been issued or as to which any applicable restriction, performance or deferral period has not lapsed,
may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of
descent and distribution, and such Award may be exercised during the life of the Participant only by
the Participant or the Participant’s guardian or legal representative. To the extent and under such terms
and conditions as determined by the Committee, a Participant may assign or transfer an Award (each
transferee thereof, a ‘‘Permitted Assignee’’) to: (i) the Participant’s spouse, children or grandchildren
(including any adopted and step children or grandchildren), parents, grandparents or siblings; (ii) to a
trust for the benefit of one or more of the Participant or the persons referred to in clause (i); (iii) to a
partnership, limited liability company or corporation in which the Participant or the persons referred to
in clause (i) are the only partners, members or shareholders; or (iv) for charitable donations; provided
that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the
Plan and the Award Agreement relating to the transferred Award and shall execute an agreement
satisfactory to the Company evidencing such obligations; and provided further that such Participant
shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any
Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this
Section.
12.4. Termination of Employment or Services. The Committee shall determine and set forth in
each Award Agreement whether any Awards granted in such Award Agreement will continue to be
exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and
after the date that a Participant ceases to be employed by or to provide services to the Company or any
Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary
termination of employment or services, or otherwise. The date of termination of a Participant’s
employment or services will be determined by the Committee, which determination will be final.
12.5. Deferral; Dividend Equivalents. The Committee in its sole discretion shall be authorized to
establish procedures pursuant to which the payment of any Award may be deferred. Subject to the
provisions of the Plan and any Award Agreement, the recipient of an Award other than an Option or
Stock Appreciation Right may, if so determined by the Committee, be entitled to receive, currently or
on a deferred basis, amounts equivalent to cash, stock or other property dividends on Shares
(‘‘Dividend Equivalents’’) with respect to the number of Shares covered by the Award, as determined
by the Committee, in its sole discretion. The Committee may provide that the Dividend Equivalents (if
any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and may
provide that the Dividend Equivalents are subject to the same vesting or performance conditions as the
underlying Award. Notwithstanding the foregoing, Dividend Equivalents distributed in connection with
an Award that vests based on the achievement of performance goals shall be subject to restrictions and
risk of forfeiture to the same extent as the Award with respect to which such cash, stock or other
property has been distributed.
13. MISCELLANEOUS
13.1. Award Agreements. Each Award Agreement shall either be: (a) in writing in a form
approved by the Committee and executed by the Company by an officer duly authorized to act on its
behalf; or (b) an electronic notice in a form approved by the Committee and recorded by the Company
(or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more
types of Awards as the Committee may provide; in each case and if required by the Committee, the
Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award
in such form and manner as the Committee may require. The Committee may authorize any officer of
the Company to execute any or all Award Agreements on behalf of the Company. The Award
Agreement shall set forth the material terms and conditions of the Award as established by the
Committee consistent with the provisions of the Plan.
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