Alaska Airlines and Horizon Air 2007 Annual Report Download - page 31

Administrator may use for this purpose will
include one or more of the following: earnings
per share, cash flow (which means cash and
cash equivalents derived from either net cash
flow from operations or net cash flow from
operations, financing and investing activities),
total stockholder return, gross revenue, revenue
growth, operating income (before or after taxes),
net earnings (before or after interest, taxes,
depreciation and/or amortization), return on
equity or on assets or on net investment, cost
containment or reduction, profitability, economic
value added, market share, productivity, safety,
customer satisfaction, on-time performance, or
any combination thereof. The performance
measurement period with respect to an award
may range from three months to ten years.
Performance targets will be adjusted to mitigate
the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting
changes or other extraordinary events not
foreseen at the time the targets were set unless
the Administrator provides otherwise at the time
of establishing the targets.
Performance-Based Awards may be paid in
stock or in cash (in either case, subject to the
limits described under the heading “Authorized
Shares; Limits on Awards” above). Before any
Performance-Based Award (other than an option
or stock appreciation right) is paid, the
Administrator must certify that the performance
target or targets have been satisfied. The
Administrator has discretion to determine the
performance target or targets and any
other restrictions or other limitations of
Performance-Based Awards and may reserve
discretion to reduce payments below maximum
award limits.
Deferrals
The Administrator may provide for the
deferred payment of awards, and may determine
the other terms applicable to deferrals. The
Administrator may provide that deferred
settlements include the payment or crediting of
interest or other earnings on the deferred
amounts, or the payment or crediting of dividend
equivalents where the deferred amounts are
denominated in shares.
Assumption and Termination of Awards
Generally, and subject to limited exceptions
set forth in the 2008 Plan, if the Company
dissolves or undergoes certain corporate
transactions such as a merger, business
combination, or other reorganization, or a sale of
substantially all of its assets, all awards then-
outstanding under the 2008 Plan will become
fully vested or paid, as applicable, and will
terminate or be terminated in such
circumstances, unless the Administrator
provides for the assumption, substitution or
other continuation of the award. The
Administrator also has the discretion to establish
other change in control provisions with respect to
awards granted under the 2008 Plan. For
example, the Administrator could provide for the
acceleration of vesting or payment of an award in
connection with a corporate event that is not
described above and provide that any such
acceleration shall be automatic upon the
occurrence of any such event.
Transfer Restrictions
Subject to certain exceptions contained in
Section 5.7 of the 2008 Plan, awards under the
2008 Plan generally are not transferable by the
recipient other than by will or the laws of descent
and distribution and are generally exercisable,
during the recipient’s lifetime, only by the
recipient. Any amounts payable or shares
issuable pursuant to an award generally will be
paid only to the recipient or the recipient’s
beneficiary or representative. The Administrator
has discretion, however, to establish written
conditions and procedures for the transfer of
awards to other persons or entities, provided
that such transfers comply with applicable
federal and state securities laws and, with
limited exceptions set forth in the 2008 Plan, are
not made for value.
Adjustments
As is customary in incentive plans of this
nature, each share limit and the number and
kind of shares available under the 2008 Plan
and any outstanding awards, as well as the
exercise or purchase prices of awards, and
performance targets under certain types of
performance-based awards, are subject to
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