SkyWest Airlines 2013 Annual Report Download - page 197

13.7. Nature of Payments. All Awards made pursuant to the Plan are in consideration of services
performed or to be performed for the Company or any Subsidiary, division or business unit of the
Company. Any income or gain realized pursuant to Awards under the Plan constitutes a special
incentive payment to the Participant and shall not be taken into account, to the extent permissible
under applicable law, as compensation for purposes of any of the employee benefit plans of the
Company or any Subsidiary except as may be determined by the Committee or by the Board or board
of directors of the applicable Subsidiary.
13.8. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to stockholder approval if such approval is required;
and such arrangements may be either generally applicable or applicable only in specific cases.
13.9. Severability. The provisions of the Plan shall be deemed severable. If any provision of the
Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of
competent jurisdiction or by reason of change in a law or regulation, such provision shall: (a) be
deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or
enforceable and as so limited shall remain in full force and effect; and (b) not affect any other
provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making
of any payment or the provision of any other benefit required under the Plan shall be held unlawful or
otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or
unenforceability shall not prevent any other payment or benefit from being made or provided under the
Plan, and if the making of any payment in full or the provision of any other benefit required under the
Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity
or unenforceability shall not prevent such payment or benefit from being made or provided in part, to
the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or
benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.
13.10. Construction. As used in the Plan, the words ‘‘include’’ and ‘‘including,’’ and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by
the words ‘‘without limitation.’’
13.11. Unfunded Status of the Plan. The Plan is intended to constitute an ‘‘unfunded’’ plan for
incentive compensation. With respect to any payments not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or
payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status of the Plan.
13.12. Governing Law. The Plan and all determinations made and actions taken thereunder, to
the extent not otherwise governed by the Code or the laws of the United States, shall be governed by
the laws of the State of Utah, without reference to principles of conflict of laws, and construed
accordingly.
13.13. Effective Date of Plan; Termination of Plan. The Plan shall be effective on the date of the
approval of the Plan by the holders of a majority of the shares entitled to vote at a duly constituted
meeting of the stockholders of the Company at which a quorum is present. The Plan shall be null and
void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall,
notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards
may be granted under the Plan at any time and from time to time on or prior to the tenth (10th)
anniversary of the effective date of the Plan, on which date the Plan will expire except as to Awards
then outstanding under the Plan. Such outstanding Awards shall remain in effect until they have been
exercised or terminated, or have expired.
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