SkyWest Airlines 2013 Annual Report Download - page 196

13.2. Tax Withholding. The Company shall have the right to make all payments or distributions
pursuant to the Plan to a Participant (or a Permitted Assignee thereof) (any such person, a ‘‘Payee’’)
net of any applicable federal, state and local taxes required to be paid or withheld as a result of:
(a) the grant of any Award; (b) the exercise of an Option or Stock Appreciation Right; (c) the delivery
of Shares or cash; (d) the lapse of any restrictions in connection with any Award; or (e) any other
event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold
from wages or other amounts otherwise payable to such Payee such withholding taxes as may be
required by law, or to otherwise require the Payee to pay such withholding taxes. If the Payee shall fail
to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due
to such Payee or to take such other action as may be necessary to satisfy such withholding obligations.
The Committee shall be authorized to establish procedures for election by Participants to satisfy such
obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by
attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up
to the Participant’s minimum required tax withholding rate or such other rate that will not cause an
adverse accounting consequence or cost) otherwise deliverable in connection with the Award.
13.3. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an
Award hereunder shall confer upon any Employee, Director or Consultant the right to continue in the
employment or service of the Company or any Subsidiary or affect any right that the Company or any
Subsidiary may have to terminate the employment or service of (or to demote or to exclude from
future Awards under the Plan) any such Employee, Director or Consultant at any time for any reason
‘‘at will.’’ Except as specifically provided by the Committee, the Company shall not be liable for the
loss of existing or potential profit from an Award granted in the event of termination of an
employment or other relationship. No Employee, Director or Consultant shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment of
Employees, Directors or Consultants under the Plan.
13.4. Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute
Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate
to conform, in whole or in part, to the provisions of the awards in substitution for which they are
granted.
13.5. Cancellation of Award; Forfeiture of Gain. Notwithstanding anything to the contrary
contained herein, an Award Agreement may provide that the Award shall be canceled if the
Participant, without the consent of the Company, while employed by or providing services to the
Company or any Subsidiary or after termination of such employment or service, violates a
non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in
activity that is in conflict with or adverse to the interest of the Company or any Subsidiary (including
conduct contributing to any financial restatements or financial irregularities), as determined by the
Committee in its sole discretion. The Committee may provide in an Award Agreement that if within
the time period specified in the Agreement the Participant establishes a relationship with a competitor
or engages in an activity referred to in the preceding sentence, the Participant will forfeit any gain
realized on the vesting or exercise of the Award and must repay such gain to the Company.
13.6. Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any
Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the U.S. Securities and Exchange
Commission (‘‘SEC’’), any stock exchange upon which the Shares are then listed, and any applicable
federal or state securities law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
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