Alaska Airlines and Horizon Air 2010 Annual Report Download - page 109

committee composed solely of two or more outside directors (as this
requirement is applied under Section 162(m) of the Code) shall be
deemed to be intended as performance-based compensation within the
meaning of Section 162(m) of the Code unless such committee provides
otherwise at the time of grant of the award. It is the further intent of the
Company that (to the extent the Company or one of its Subsidiaries or
awards under this Plan may be or become subject to limitations on
deductibility under Section 162(m) of the Code) any such awards and any
other Performance-Based Awards under Section 5.2 that are granted to or
held by a person subject to Section 162(m) will qualify as performance-
based compensation or otherwise be exempt from deductibility limitations
under Section 162(m).
8.9 Captions. Captions and headings are given to the sections and subsections of this
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of this
Plan or any provision thereof.
8.10 Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other
Company. Awards may be granted to Eligible Persons in substitution for or in
connection with an assumption of employee stock options, SARs, restricted stock or
other stock-based awards granted by other entities to persons who are or who will
become Eligible Persons in respect of the Company or one of its Subsidiaries, in
connection with a distribution, merger or other reorganization by or with the granting
entity or an affiliated entity, or the acquisition by the Company or one of its
Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets
of the employing entity. The awards so granted need not comply with other specific
terms of this Plan, provided the awards reflect only adjustments giving effect to the
assumption or substitution consistent with the conversion applicable to the Common
Stock in the transaction and any change in the issuer of the security. Any shares that
are delivered and any awards that are granted by, or become obligations of, the
Company, as a result of the assumption by the Company of, or in substitution for,
outstanding awards previously granted by an acquired company (or previously
granted by a predecessor employer (or direct or indirect parent thereof) in the case of
persons that become employed by the Company or one of its Subsidiaries in
connection with a business or asset acquisition or similar transaction) shall not be
counted against the Share Limit or other limits on the number of shares available for
issuance under this Plan.
8.11 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the
authority of the Board or the Administrator to grant awards or authorize any other
compensation, with or without reference to the Common Stock, under any other plan
or authority.
8.12 No Corporate Action Restriction. The existence of this Plan, the award agreements
and the awards granted hereunder shall not limit, affect or restrict in any way the
right or power of the Board or the stockholders of the Company to make or authorize:
(a) any adjustment, recapitalization, reorganization or other change in the capital
structure or business of the Company or any Subsidiary, (b) any merger,
amalgamation, consolidation or change in the ownership of the Company or any
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