Alaska Airlines and Horizon Air 2010 Annual Report Download - page 106

consolidation, transfer of assets, liquidating distribution or other transaction entered
into solely by and between the Company and any affiliate thereof, provided such
transaction has been approved by at least two-thirds (2/3) of the Incumbent
Directors (as defined above) then in office and voting.
8. OTHER PROVISIONS
8.1 Compliance with Laws. This Plan, the granting and vesting of awards under this
Plan, the offer, issuance and delivery of shares of Common Stock, and/or the
payment of money under this Plan or under awards are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not limited to
state and federal securities law and federal margin requirements) and to such
approvals by any listing, regulatory or governmental authority as may, in the opinion
of counsel for the Company, be necessary or advisable in connection therewith. The
person acquiring any securities under this Plan will, if requested by the Company or
one of its Subsidiaries, provide such assurances and representations to the
Company or one of its Subsidiaries as the Administrator may deem necessary or
desirable to assure compliance with all applicable legal and accounting
requirements.
8.2 No Rights to Award. No person shall have any claim or rights to be granted an award
(or additional awards, as the case may be) under this Plan, subject to any express
contractual rights (set forth in a document other than this Plan) to the contrary.
8.3 No Employment/Service Contract. Nothing contained in this Plan (or in any other
documents under this Plan or in any award) shall confer upon any Eligible Person or
other participant any right to continue in the employ or other service of the Company
or one of its Subsidiaries, constitute any contract or agreement of employment or
other service or affect an employee’s status as an employee at will, nor shall
interfere in any way with the right of the Company or one of its Subsidiaries to
change a person’s compensation or other benefits, or to terminate his or her
employment or other service, with or without cause. Nothing in this Section 8.3,
however, is intended to adversely affect any express independent right of such
person under a separate employment or service contract other than an award
agreement.
8.4 Plan Not Funded. Awards payable under this Plan shall be payable in shares or from
the general assets of the Company, and no special or separate reserve, fund or
deposit shall be made to assure payment of such awards. No participant, beneficiary
or other person shall have any right, title or interest in any fund or in any specific
asset (including shares of Common Stock, except as expressly otherwise provided) of
the Company or one of its Subsidiaries by reason of any award hereunder. Neither
the provisions of this Plan (or of any related documents), nor the creation or adoption
of this Plan, nor any action taken pursuant to the provisions of this Plan shall create,
or be construed to create, a trust of any kind or a fiduciary relationship between the
Company or one of its Subsidiaries and any participant, beneficiary or other person.
To the extent that a participant, beneficiary or other person acquires a right to
receive payment pursuant to any award hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Company.
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