Alaska Airlines and Horizon Air 2010 Annual Report Download - page 108

8.6.4 Amendments to Awards. Without limiting any other express authority of the
Administrator under (but subject to) the express limits of this Plan, the
Administrator by agreement or resolution may waive conditions of or limitations
on awards to participants that the Administrator in the prior exercise of its
discretion has imposed, without the consent of a participant, and (subject to
the requirements of Sections 3.2 and 8.6.5) may make other changes to the
terms and conditions of awards. Any amendment or other action that would
constitute a repricing of an award is subject to the limitations set forth in
Section 3.2.
8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension
or termination of this Plan or amendment of any outstanding award agreement
shall, without written consent of the participant, affect in any manner
materially adverse to the participant any rights or benefits of the participant or
obligations of the Company under any award granted under this Plan prior to
the effective date of such change. Changes, settlements and other actions
contemplated by Section 7 shall not be deemed to constitute changes or
amendments for purposes of this Section 8.6.
8.7 Privileges of Stock Ownership. Except as otherwise expressly authorized by the
Administrator, a participant shall not be entitled to any privilege of stock ownership
as to any shares of Common Stock not actually delivered to and held of record by the
participant. Except as expressly required by Section 7.1 or otherwise expressly
provided by the Administrator, no adjustment will be made for dividends or other
rights as a stockholder for which a record date is prior to such date of delivery.
8.8 Governing Law; Construction; Severability.
8.8.1 Choice of Law. This Plan, the awards, all documents evidencing awards and all
other related documents shall be governed by, and construed in accordance
with the laws of the State of Delaware.
8.8.2 Severability. If a court of competent jurisdiction holds any provision invalid and
unenforceable, the remaining provisions of this Plan shall continue in effect.
8.8.3 Plan Construction.
(a) Rule 16b-3. It is the intent of the Company that the awards and
transactions permitted by awards be interpreted in a manner that, in the
case of participants who are or may be subject to Section 16 of the
Exchange Act, qualify, to the maximum extent compatible with the express
terms of the award, for exemption from matching liability under Rule 16b-3
promulgated under the Exchange Act. Notwithstanding the foregoing, the
Company shall have no liability to any participant for Section 16
consequences of awards or events under awards if an award or event
does not so qualify.
(b) Section 162(m). Awards under Section 5.1.4 to persons described in
Section 5.2 that are either granted or become vested, exercisable or
payable based on attainment of one or more performance goals related to
the Business Criteria, as well as Qualifying Options and Qualifying SARs
granted to persons described in Section 5.2, that are approved by a
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