Alaska Airlines and Horizon Air 2010 Annual Report Download - page 93

(e) 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 consent under Section 8.6.5;
(f) accelerate or extend the vesting or exercisability or extend the term of any or all
such outstanding awards (in the case of options or stock appreciation rights,
within the maximum ten-year term of such awards) in such circumstances as the
Administrator may deem appropriate (including, without limitation, in connection
with a termination of employment or services or other events of a personal
nature) subject to any required consent under Section 8.6.5;
(g) adjust the number of shares of Common Stock subject to any award, adjust the
price of any or all outstanding awards or otherwise change previously imposed
terms and conditions, in such circumstances as the Administrator may deem
appropriate, in each case subject to Sections 4 and 8.6 (and subject to the no
repricing provision below);
(h) determine the date of grant of an award, which may be a designated date after
but not before the date of the Administrator’s action (unless otherwise
designated by the Administrator, the date of grant of an award shall be the date
upon which the Administrator took the action granting an award);
(i) determine whether, and the extent to which, adjustments are required pursuant
to Section 7 hereof and authorize the termination, conversion, substitution or
succession of awards upon the occurrence of an event of the type described in
Section 7;
(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash,
stock of equivalent value, or other consideration (subject to the no repricing
provision below); and
(k) determine the fair market value of the Common Stock or awards under this Plan
from time to time and/or the manner in which such value will be determined.
Notwithstanding the foregoing and except for an adjustment pursuant to Section 7.1
or a repricing approved by stockholders, in no case may the Administrator (1) amend
an outstanding stock option or SAR to reduce the exercise price or base price of the
award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in
exchange for cash or other awards for the purpose of repricing the award, or
(3) cancel, exchange, or surrender an outstanding stock option or SAR in exchange
for an option or SAR with an exercise or base price that is less than the exercise or
base price of the original award.
3.3 Binding Determinations. Any action taken by, or inaction of, the Company, any
Subsidiary, or the Administrator relating or pursuant to this Plan and within its
authority hereunder or under applicable law shall be within the absolute discretion of
that entity or body and shall be conclusive and binding upon all persons. Neither the
Board nor any Board committee, nor any member thereof or person acting at the
direction thereof, shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with this Plan (or any award made
under this Plan), and all such persons shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
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