Alaska Airlines and Horizon Air 2009 Annual Report Download - page 33

purchase price paid for the shares, the loss
on the sale will be treated as a long-term
capital loss to the participant. The Company
will not be entitled to a tax deduction with
respect to any shares held by the participant
for the Required Holding Period, regardless of
whether the shares are eventually sold at a
gain or a loss.
The participant has a “Disqualifying
Disposition” if the participant disposes of the
shares before the participant has held the
shares for the Required Holding Period. If the
participant sells the shares in a Disqualifying
Disposition, the participant will realize
ordinary income in an amount equal to the
difference between the purchase price paid
for the shares and the fair market value of
the shares on the Purchase Date on which
the participant acquired the shares, and the
Company generally will be entitled to a
corresponding tax deduction. In addition, if
the participant makes a Disqualifying
Disposition of the shares at a price in excess
of the fair market value of the shares on the
Purchase Date, the participant will realize
capital gain in an amount equal to the
difference between the selling price of the
shares and the fair market value of the
shares on the Purchase Date. Alternatively, if
the participant makes a Disqualifying
Disposition of the shares at a price less than
the fair market value of the shares on the
Purchase Date, the participant will realize a
capital loss in an amount equal to the
difference between the fair market value of
the shares on the Purchase Date and the
selling price of the shares. The Company will
not be entitled to a tax deduction with
respect to any capital gain realized by a
participant.
Securities Underlying Awards
The closing price of a share of the
Company’s common stock as of March 19,
2010 was $40.17 per share.
Specific Benefits
The benefits that will be received by or
allocated to eligible employees under the
ESPP cannot be determined at this time
because the amount of contributions set
aside to purchase shares of the Company’s
common stock under the ESPP (subject to
the limitations discussed above) is entirely
within the discretion of each participant.
Vote Required for Approval of the Employee
Stock Purchase Plan
The Board believes that approval of the
adoption of the ESPP will promote the
Company’s interests and the interests of its
stockholders and continue to enable the
Company to attract, retain and reward
persons important to its success.
Members of the Board who are not
employees are not eligible to participate in
the ESPP. All of the Company’s executive
officers (including the named executive
officers) are eligible to participate in the
ESPP and thus have a personal interest in
the approval of the ESPP.
Approval of the adoption of the ESPP
requires the affirmative vote of a majority of
the shares represented at the annual
meeting, either in person or by proxy, and
voting on the matter. Broker non-votes and
abstentions will not be counted as a vote
“for” or “against” this ESPP proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
APPROVAL OF THE ALASKA AIR GROUP, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN
AS DESCRIBED ABOVE AND SET FORTH IN EXHIBIT A.
ŠProxy
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