Alaska Airlines and Horizon Air 2007 Annual Report Download - page 90

the award as performance-based compensation within the meaning of Section 162(m) of the
Code, the Administrator must certify in writing that the performance target(s) and any other
material terms of the Performance-Based Award were in fact timely satisfied.
5.2.5 Reservation of Discretion. The Administrator will have the discretion to determine the
restrictions or other limitations of the individual awards granted under this Section 5.2
including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole
discretion, if the Administrator preserves such authority at the time of grant by language to this
effect in its authorizing resolutions or otherwise.
5.2.6 Expiration of Grant Authority. As required pursuant to Section 162(m) of the Code and
the regulations promulgated thereunder, the Administrator’s authority to grant new awards that
are intended to qualify as performance-based compensation within the meaning of
Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall
terminate upon the first meeting of the Corporation’s stockholders that occurs in the fifth year
following the year in which the Corporation’s stockholders first approve this Plan.
5.3 Award Agreements. Each award shall be evidenced by either (1) a written award agreement in
a form approved by the Administrator and executed by the Corporation by an officer duly
authorized to act on its behalf, or (2) an electronic notice of award grant in a form approved by
the Administrator and recorded by the Corporation (or its designee) in an electronic
recordkeeping system used for the purpose of tracking award grants under this Plan generally
(in each case, an “award agreement”), as the Administrator may provide and, in each case
and if required by the Administrator, executed or otherwise electronically accepted by the
recipient of the award in such form and manner as the Administrator may require. The
Administrator may authorize any officer of the Corporation (other than the particular award
recipient) to execute any or all award agreements on behalf of the Corporation. The award
agreement shall set forth the material terms and conditions of the award as established by the
Administrator consistent with the express limitations of this Plan.
5.4 Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock,
other awards or combinations thereof as the Administrator shall determine, and with such
restrictions as it may impose. The Administrator may also require or permit participants to
elect to defer the issuance of shares or the settlement of awards in cash under such rules and
procedures as it may establish under this Plan. The Administrator may also provide that
deferred settlements include the payment or crediting of interest or other earnings on the
deferral amounts, or the payment or crediting of dividend equivalents where the deferred
amounts are denominated in shares.
5.5 Consideration for Common Stock or Awards. The purchase price for any award granted under
this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be
paid by means of any lawful consideration as determined by the Administrator, including,
without limitation, one or a combination of the following methods:
• services rendered by the recipient of such award;
• cash, check payable to the order of the Corporation, or electronic funds transfer;
• notice and third party payment in such manner as may be authorized by the Administrator;
• the delivery of previously owned shares of Common Stock;
• by a reduction in the number of shares otherwise deliverable pursuant to the award; or
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