Alaska Airlines and Horizon Air 2010 Annual Report Download - page 40

2008 Plan are an important attraction,
retention and motivation tool for participants
in the plan.
The Board of Directors approved the
foregoing amendments based on a belief
that the number of shares currently available
under the 2008 Plan does not give the
Company sufficient authority and flexibility to
adequately provide for future incentives. The
Board of Directors believes that these
amendments would give the Company
greater flexibility to structure future
incentives and better attract, retain and
award key employees.
If stockholders do not approve this proposal,
the current share limits under, and other
terms and conditions of, the 2008 Plan will
continue in effect.
Summary Description of the 2008
Performance Incentive Plan
The principal terms of the 2008 Plan are
summarized below. The following summary
is qualified in its entirety by the full text of
the 2008 Plan, which has been filed as an
exhibit to the copy of this Proxy Statement
that was filed electronically with the SEC
and can be reviewed on the SEC’s website
at http://www.sec.gov. You may also obtain,
free of charge, a copy of the 2008 Plan by
writing to the Stock Plan Administrator,
Alaska Air Group, Inc., P.O. Box 68947,
Seattle, WA 98168.
Purpose.
The purpose of the 2008 Plan is to promote
the success of the Company and the
interests of our stockholders by providing an
additional means for us to attract, motivate,
retain and reward officers, employees,
nonemployee directors and other eligible
persons through the grant of awards and
incentives for high levels of individual
performance and improved financial
performance of the Company. Equity-based
awards are also intended to further align the
interests of award recipients and our
stockholders.
Administration.
Our Board of Directors has delegated
general administrative authority for the 2008
Plan to the Compensation Committee. A
committee may delegate some or all of its
authority with respect to the 2008 Plan to
another committee of directors, and certain
limited authority to grant awards to
employees may be delegated to one or more
officers of the Company. (The appropriate
acting body, be it the Board of Directors, a
committee within its delegated authority, or
an officer within his or her delegated
authority, is referred to in this proposal as
the “Administrator”).
The Administrator has broad authority under
the 2008 Plan with respect to award grants
including, without limitation, the authority:
• to select participants and determine the
type(s) of award(s) that they are to
receive;
• to determine the number of shares that
are to be subject to awards and the
terms and conditions of awards,
including the price (if any) to be paid for
the shares or the award;
• to cancel, modify, or waive the
Company’s rights with respect to, or
modify, discontinue, suspend, or
terminate any or all outstanding awards,
subject to any required consents;
• to accelerate or extend the vesting or
exercisability or extend the term of any
or all outstanding awards;
• subject to the other provisions of the
2008 Plan, to make certain
adjustments to an outstanding award
and to authorize the conversion,
succession or substitution of an award;
and
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