Alaska Airlines and Horizon Air 2007 Annual Report Download - page 29

which expire, or for any reason are cancelled or
terminated, after the date of the Annual Meeting
without being exercised (including any shares
subject to outstanding stock options granted
under the 1999 Long-Term Incentive Equity Plan
(the “1999 LTIP”) which expire, or for any reason
are cancelled or terminated, after the date of the
Annual Meeting without being exercised that
would otherwise become available for award
grant purposes under the 2004 Plan in
accordance with the terms of that plan), plus
(4) the number of any shares subject to
restricted stock and restricted stock unit awards
granted under the 2004 Plan that are
outstanding and unvested as of the date of the
Annual Meeting which are forfeited, terminated,
cancelled, or otherwise reacquired after the date
of the Annual Meeting without having become
vested. As of March 13, 2008, 145,615 shares
were available for additional award grant
purposes under the 2004 Plan, approximately
1,706,529 shares were subject to awards then
outstanding under the 2004 Plan and
approximately 1,147,873 shares were subject to
awards then outstanding under the 1999 LTIP.
As noted above, no additional awards will be
granted under the 2004 Plan if stockholders
approve the 2008 Plan.
Shares issued in respect of any “full-value
award” granted under the 2008 Plan will be
counted against the share limit described in the
preceding paragraph as 1.7 shares for every one
share actually issued in connection with the
award. For example, if the Company granted 100
shares of its common stock under the 2008
Plan, 170 shares would be charged against the
share limit with respect to that award. For this
purpose, a “full-value award” generally means
any award granted under the plan other than a
stock option or stock appreciation right.
The following other limits are also contained
in the 2008 Plan:
• The maximum number of shares that
may be delivered pursuant to options
qualified as incentive stock options
granted under the plan is 2,100,000
shares.
• The maximum number of shares subject
to those options and stock appreciation
rights that are granted during any
calendar year to any individual under
the plan is 300,000 shares.
• “Performance-Based Awards” under
Section 5.2 of the 2008 Plan payable
only in cash and not related to shares
and granted to a participant in any one
calendar year will not provide for
payment of more than $1,000,000.
To the extent that an award is settled in
cash or a form other than shares, the shares
that would have been delivered had there been
no such cash or other settlement will not be
counted against the shares available for
issuance under the 2008 Plan. In the event that
shares are delivered in respect of a dividend
equivalent right, only the actual number of
shares delivered with respect to the award shall
be counted against the share limits of the 2008
Plan. To the extent that shares are delivered
pursuant to the exercise of a stock appreciation
right or stock option, the number of underlying
shares as to which the exercise related shall be
counted against the applicable share limits, as
opposed to only counting the shares actually
issued. (For purposes of clarity, if a stock
appreciation right relates to 100,000 shares and
is exercised at a time when the payment due to
the participant is 15,000 shares, 100,000
shares shall be charged against the applicable
share limits with respect to such exercise.)
Shares that are subject to or underlie awards
which expire or for any reason are cancelled or
terminated, are forfeited, fail to vest, or for any
other reason are not paid or delivered under the
2008 Plan will again be available for subsequent
awards under the 2008 Plan. Shares that are
exchanged by a participant or withheld by the
Company to pay the exercise price of an award
granted under the 2008 Plan, as well as any
shares exchanged or withheld to satisfy the tax
withholding obligations related to any award, will
not be available for subsequent awards under
the 2008 Plan. In addition, the 2008 Plan
generally provides that shares issued in
connection with awards that are granted by or
become obligations of the company through the
assumption of awards (or in substitution for
awards) in connection with an acquisition of
another company will not count against the
shares available for issuance under the 2008
ŠProxy
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