Alaska Airlines and Horizon Air 2010 Annual Report Download - page 103

respect of such Subsidiary who does not continue as an Eligible Person in respect of
the Company or another Subsidiary that continues as such after giving effect to the
transaction or other event giving rise to the change in status unless the Subsidiary
that is sold, spun-off or otherwise divested (or its successor or a direct or indirect
parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in
connection with such transaction.
7. ADJUSTMENTS; ACCELERATION
7.1 Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect the
adjustment, immediately prior to): any reclassification, recapitalization, stock split
(including a stock split in the form of a stock dividend) or reverse stock split; any
merger, combination, consolidation, or other reorganization; any spin-off, split-up, or
similar extraordinary dividend distribution in respect of the Common Stock; or any
exchange of Common Stock or other securities of the Company, or any similar,
unusual or extraordinary corporate transaction in respect of the Common Stock; then
the Administrator shall equitably and proportionately adjust (1) the number and type
of shares of Common Stock (or other securities) that thereafter may be made the
subject of awards (including the specific share limits, maximums and numbers of
shares set forth elsewhere in this Plan), (2) the number, amount and type of shares
of Common Stock (or other securities or property) subject to any outstanding awards,
(3) the grant, purchase, or exercise price (which term includes the base price of any
SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or
other property deliverable upon exercise or payment of any outstanding awards, in
each case to the extent necessary to preserve (but not increase) the level of
incentives intended by this Plan and the then-outstanding awards.
Unless otherwise expressly provided in the applicable award agreement, upon (or, as
may be necessary to effect the adjustment, immediately prior to) any event or
transaction described in the preceding paragraph or a sale of all or substantially all
of the business or assets of the Company as an entirety, the Administrator shall
equitably and proportionately adjust the performance standards applicable to any
then-outstanding performance-based awards to the extent necessary to preserve (but
not increase) the level of incentives intended by this Plan and the then-outstanding
performance-based awards.
It is intended that, if possible, any adjustments contemplated by the preceding two
paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including,
without limitation and as applicable in the circumstances, Section 424 of the Code,
Section 409A of the Code and Section 162(m) of the Code) and accounting (so as to
not trigger any charge to earnings with respect to such adjustment) requirements.
Without limiting the generality of Section 3.3, any good faith determination by the
Administrator as to whether an adjustment is required in the circumstances pursuant
to this Section 7.1, and the extent and nature of any such adjustment, shall be
conclusive and binding on all persons.
7.2 Corporate Transactions—Assumption and Termination of Awards. Upon the
occurrence of any of the following: any merger, combination, consolidation, or other
reorganization in connection with which the Company does not survive (or does not
survive as a public company in respect of its Common Stock); any exchange of
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