Alaska Airlines and Horizon Air 2010 Annual Report Download - page 92

receive grants of awards under this Plan, and (b) to determine the number of shares
subject to, and the other terms and conditions of, such awards. The Board may
delegate different levels of authority to different committees with administrative and
grant authority under this Plan. Unless otherwise provided in the Bylaws of the
Company or the applicable charter of any Administrator: (a) a majority of the
members of the acting Administrator shall constitute a quorum, and (b) the vote of a
majority of the members present assuming the presence of a quorum or the
unanimous written consent of the members of the Administrator shall constitute
action by the acting Administrator.
With respect to awards intended to satisfy the requirements for performance-based
compensation under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”), this Plan shall be administered by a committee consisting
solely of two or more outside directors (as this requirement is applied under
Section 162(m) of the Code); provided, however, that the failure to satisfy such
requirement shall not affect the validity of the action of any committee otherwise duly
authorized and acting in the matter. Award grants, and transactions in or involving
awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by
the Board or a committee consisting solely of two or more non-employee directors (as
this requirement is applied under Rule 16b-3 promulgated under the Exchange Act).
To the extent required by any applicable listing agency, this Plan shall be
administered by a committee composed entirely of independent directors (within the
meaning of the applicable listing agency).
3.2 Powers of the Administrator. Subject to the express provisions of this Plan, the
Administrator is authorized and empowered to do all things necessary or desirable in
connection with the authorization of awards and the administration of this Plan (in the
case of a committee or delegation to one or more officers, within the authority delegated
to that committee or person(s)), including, without limitation, the authority to:
(a) determine eligibility and, from among those persons determined to be eligible,
the particular Eligible Persons who will receive an award under this Plan;
(b) grant awards to Eligible Persons, determine the price at which securities will be
offered or awarded and the number of securities to be offered or awarded to any
of such persons, determine the other specific terms and conditions of such
awards consistent with the express limits of this Plan, establish the installments
(if any) in which such awards shall become exercisable or shall vest (which may
include, without limitation, performance and/or time-based schedules), or
determine that no delayed exercisability or vesting is required, establish any
applicable performance targets, and establish the events of termination or
reversion of such awards;
(c) approve the forms of award agreements (which need not be identical either as to
type of award or among participants);
(d) construe and interpret this Plan and any agreements defining the rights and
obligations of the Company, its Subsidiaries, and participants under this Plan,
further define the terms used in this Plan, and prescribe, amend and rescind
rules and regulations relating to the administration of this Plan or the awards
granted under this Plan;
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