Alaska Airlines and Horizon Air 2010 Annual Report Download - page 101

applicable award agreement, the Administrator may at any time eliminate or limit a
participant’s ability to pay the purchase or exercise price of any award or shares by
any method other than cash payment to the Company.
5.6 Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall
mean, unless otherwise determined or provided by the Administrator in the
circumstances, the closing price (in regular trading) for a share of Common Stock on
the New York Stock Exchange (the “Exchange”) for the date in question or, if no
sales of Common Stock were reported on the Exchange on that date, the closing
price (in regular trading) for a share of Common Stock on the Exchange for the next
preceding day on which sales of Common Stock were reported on the Exchange. The
Administrator may, however, provide with respect to one or more awards that the fair
market value shall equal the closing price (in regular trading) for a share of Common
Stock on the Exchange on the last trading day preceding the date in question or the
average of the high and low trading prices of a share of Common Stock on the
Exchange for the date in question or the most recent trading day. If the Common
Stock is no longer listed or is no longer actively traded on the Exchange as of the
applicable date, the fair market value of the Common Stock shall be the value as
reasonably determined by the Administrator for purposes of the award in the
circumstances. The Administrator also may adopt a different methodology for
determining fair market value with respect to one or more awards if a different
methodology is necessary or advisable to secure any intended favorable tax, legal or
other treatment for the particular award(s) (for example, and without limitation, the
Administrator may provide that fair market value for purposes of one or more awards
will be based on an average of closing prices (or the average of high and low daily
trading prices) for a specified period preceding the relevant date).
5.7 Transfer Restrictions.
5.7.1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in
(or pursuant to) this Section 5.7 or required by applicable law: (a) all awards
are non-transferable and shall not be subject in any manner to sale, transfer,
anticipation, alienation, assignment, pledge, encumbrance or charge;
(b) awards shall be exercised only by the participant; and (c) amounts payable
or shares issuable pursuant to any award shall be delivered only to (or for the
account of) the participant.
5.7.2 Exceptions. The Administrator may permit awards to be exercised by and paid
to, or otherwise transferred to, other persons or entities pursuant to such
conditions and procedures, including limitations on subsequent transfers, as
the Administrator may, in its sole discretion, establish in writing. Any permitted
transfer shall be subject to compliance with applicable federal and state
securities laws and shall not be for value (other than nominal consideration,
settlement of marital property rights, or for interests in an entity in which more
than 50% of the voting interests are held by the Eligible Person or by the
Eligible Person’s family members).
5.7.3 Further Exceptions to Limits on Transfer. The exercise and transfer
restrictions in Section 5.7.1 shall not apply to:
(a) transfers to the Company (for example, in connection with the expiration or
termination of the award),
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