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EXHIBIT 99.1
SKYWEST, INC.
2001 ALLSHARE STOCK OPTION PLAN
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TABLE OF CONTENTS
1. ESTABLISHMENT AND PURPOSE............................................. 1
2. DEFINITIONS........................................................... 1
3. STOCK SUBJECT TO THE PLAN............................................. 4
(a) Aggregate Limitation on Shares Available for Issuance.......... 4
(b) Aggregate Annual Limitation on Awards.......................... 4
(c) Individual Annual Limitation................................... 4
(d) Adjustment for Change in Capitalization........................ 4
(e) Re-Use of Shares............................................... 5
4. ADMINISTRATION OF THE PLAN............................................ 5
5. ELIGIBILITY........................................................... 6
6. AWARDS UNDER THE PLAN; AWARD AGREEMENT................................ 6
7. OPTIONS .............................................................. 6
(a) Identification of Options...................................... 6
(b) Exercise Price................................................. 6
(c) Term and Exercise of Options................................... 6
(d) Limitations on Incentive Stock Options......................... 7
(e) Effect of Termination of Employment............................ 7
(f) Acceleration of Exercise Date Upon Change in Control........... 8
(g) Restrictions on Transferability................................ 8
8. RIGHTS AS A STOCKHOLDER............................................... 8
9. NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO AWARDS...................... 8
10. SECURITIES LAW AND LISTING MATTERS.................................... 9
11. WITHHOLDING TAXES..................................................... 9
12. NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER SECTION 421(b)
OF THE CODE........................................................... 9
13. AMENDMENT OR TERMINATION OF THE PLAN.................................. 9
14. TRANSFERS UPON DEATH; NONASSIGNABILITY................................ 9
15. EXPENSES AND RECEIPTS................................................. 10
16. FAILURE TO COMPLY..................................................... 10
17. RELATION TO BENEFIT PLANS............................................. 10
18. APPLICABLE LAW ....................................................... 10
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19. PARTICIPANT RIGHTS.................................................... 10
20. UNFUNDED STATUS OF AWARDS............................................. 11
21. NO FRACTIONAL SHARES.................................................. 11
22. BENEFICIARY .......................................................... 11
23. INTERPRETATION ....................................................... 11
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SKYWEST, INC.
2001 ALLSHARE STOCK OPTION PLAN
1. ESTABLISHMENT AND PURPOSE
Skywest, Inc. hereby adopts the Skywest, Inc. 2001 Allshare Stock Option
Plan (the "Plan"). The Plan is intended to promote the interests of the Company
and the shareholders of the Company by providing employees of the Company and
its subsidiaries with appropriate incentives and rewards to encourage them to
enter into and continue in the employ of the Company and/or to acquire a
proprietary interest in the long-term success of the Company, thereby aligning
their interest more closely to the interest of the shareholders of the Company.
The Board of Directors of the Company adopted the Plan on May 9, 2000.
Subject to approval of the Plan by the shareholders of the Company at the annual
shareholders meeting scheduled for August 8, 2000, the Plan shall become
effective on January 1, 2001.
2. DEFINITIONS
As used in the Plan, the following definitions apply to the terms
indicated below:
(a) "Award" shall mean an Option granted pursuant to the terms of the
Plan.
(b) "Award Agreement" shall mean the written agreement between the
Company and a Participant evidencing an Award.
(c) "Board of Directors" shall mean the Board of Directors of the
Company.
(d) "Change in Control" shall mean a change in the beneficial
ownership of the Company, the composition of the Board or the
Company's business that occurs upon and as a result of:
(i) The acquisition by any "person," as such term is used
in Sections 13(d) and 14(d) of the Exchange Act (other than the
Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Common
Stock of the Company) of beneficial ownership (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50 percent or more of the
combined voting power of the Company's then outstanding
securities;
(ii) The individuals who at the beginning of any two-year
period constituted the members of the Board of Directors and any
new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a
transaction described in clause (i) or (iii) of this Section
2(d)) whose election by the Board of Directors or nomination for
election was approved by a vote of at least two-thirds (2/3) of
the directors then in office who either were directors at the
beginning of the two-year period or whose election or nomination
for election was previously so approved, ceasing for any reason
to constitute at least a majority of the Board;
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(iii) The shareholders of the Company approving and the
Company consummating a merger or consolidation of the Company
with any other entity, or the sale or other transfer of all or
substantially all of the Company's assets to another entity,
other than (A) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 50 percent of the combined voting
power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or
consolidation, (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no "person" (as herein above defined)
acquires 50 percent or more of the combined voting power of the
Company's then outstanding securities, or (C) a sale or other
transfer to another entity of all or substantially all of the
Company's assets if the shareholders of the Company immediately
prior to the sale own immediately after the sale more than 50
percent of the combined voting power of the equity interests in
the acquiror; or
(iv) The shareholders of the Company approving and the
Company consummating a plan of complete liquidation of the
Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Committee" shall mean the Compensation Committee of the Board.
(g) "Company" shall mean Skywest, Inc., a Utah corporation, or any
successor corporation.
(h) "Common Stock" shall mean the common stock, no par value, of the
Company.
(i) "Director" shall mean any member of the Board of Directors.
(j) "Disability" shall mean permanent and total disability within the
meaning of Section 22(e)(3) of the Code.
(k) "Effective Date" shall mean January 1, 2001.
(l) "Employee" shall mean an employee (as determined by the
Committee) of the Company or any Subsidiary.
(m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(n) "Executive Officer" shall have the meaning set forth in Rule 3b-7
promulgated under the Exchange Act.
(o) "Exercise Date" shall mean the effective date as of which a
Participant exercises an Award.
(p) "Fair Market Value" of a share of Common Stock, as of a date of
determination, shall mean the fair market value of a share of
Common Stock, as determined by the Committee in good faith
pursuant to the following rules:
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(i) If the principal market for the Common Stock is a
national securities exchange or the NASDAQ stock market, then the
"Fair Market Value" as of that date shall be the mean between the
lowest and highest reported sale prices of the Stock on that date
on the principal exchange or market on which the Common Stock is
then listed or admitted to trading.
(ii) If sale prices are not available or if the principal
market for the Stock is not a national securities exchange and
the Common Stock is not quoted on the NASDAQ stock market, the
average between the highest bid and lowest asked prices for the
Common Stock on such day as reported on the NASDAQ OTC Bulletin
Board Service or by the National Quotation Bureau, Incorporated
or a comparable service.
(iii) If the day is not a business day, and as a result,
paragraphs (i) and (ii) next above are inapplicable, the Fair
Market Value of the Stock shall be determined as of the next
earlier business day. If paragraphs (i) and (ii) above are
otherwise inapplicable, then the Fair Market Value of the Common
Stock shall be determined in good faith by the Committee.
(q) "Incentive Stock Option" shall mean an Option that is an
"incentive stock option" within the meaning of Section 422 of the
Code.
(r) "Non-Employee Director" shall mean a Director who is not also an
employee of the Company or any Subsidiary of the Company.
(s) "Non-Statutory Stock Option" or "Non-Qualified Stock Option"
shall mean an Option that is not an Incentive Stock Option.
(t) "Option" shall mean an option to purchase shares of Common Stock
granted pursuant to Section 7 of the Plan.
(u) "Participant" shall mean an Employee of the Company or a
Subsidiary of the Company to whom an Award is granted pursuant to
the Plan, and, upon such individual's death, such individual's
successors, heirs, executors and administrators, as the case may
be.
(v) "Plan" shall mean this 2001 Allshare Stock Option Plan, as
amended from time to time.
(w) "Predecessor Plan" shall mean the Allshare Incentive Stock Option
Plan adopted by the Company in 1995.
(x) "Subsidiary" shall mean a "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Code.
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3. STOCK SUBJECT TO THE PLAN.
(a) Aggregate Limitation on Shares Available for Issuance.
The maximum number of shares of Common Stock reserved for
issuance pursuant to all Awards, including Incentive Stock
Options, under the Plan shall be 2,000,000 shares (subject to
adjustment as provided herein) plus any shares of Common Stock
(not in excess of 311,250 shares) which are subject to options
granted under the Predecessor Plan to the extent those
Predecessor Plan options are forfeited, canceled or expire after
December 31, 2000 without delivery of shares of Common Stock. The
shares of Common Stock reserved for issuance hereunder may be
authorized but unissued Common Stock or authorized and issued
Common Stock held in the Company's treasury or acquired by the
Company for the purposes of the Plan.
(b) Aggregate Annual Limitation on Awards.
The number of shares of Common Stock with respect to which Awards
(including SARs denominated in shares but payable in cash) may be
granted in any calendar year (may not exceed one percent of the
Company's total issued and outstanding shares of Common Stock at
the beginning of each calendar year (the "Annual One Percent
Limit"), subject to adjustment as described below. To the extent
that Awards granted with respect to shares of Common Stock in any
calendar year beginning with 2001 are less than the Annual One
Percent Limit for that calendar year, the unused portion of the
Annual One Percent Limit (expressed in terms of percentage
points, not number of shares) shall be carried forward and added
to the Annual One Percent Limit for each succeeding calendar year
until fully realized.
(c) Individual Annual Limitation.
Subject to adjustment as provided herein, the total number of
shares of Common Stock subject to Awards granted to any
Participant during any calendar year shall not exceed 200,000
shares.
(d) Adjustment for Change in Capitalization.
In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, Common Stock,
or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, spin-off,
combination, repurchase, or share exchange, or other similar
corporate transaction or event, affects the Common Stock such
that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Plan, then
the Committee shall make such equitable changes or adjustments as
it deems necessary or appropriate to any or all of (i) the number
and kind of shares of Common Stock which may thereafter be issued
in connection with Awards, including adjustment of the maximums
specified in Sections 3(a) through 3(c) above, (ii) the number
and kind of shares of Common Stock issued or issuable in respect
of outstanding Awards, and (iii) the exercise price relating to
any Award; provided that, with respect to Incentive Stock
Options, such adjustment shall be made in accordance with Section
424 of the Code.
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(e) Re-Use of Shares.
The following shares of Common Stock shall again become available
for delivery under the Plan: (i) any shares subject to an Award
that remain unissued upon the cancellation, surrender, exchange
or termination of such Award for any reason whatsoever; (ii) any
shares that are not delivered upon exercise or vesting of an
Award because the shares are held back to pay the Exercise Price
and/or withholding taxes due upon exercise or because the
share-based Award is otherwise settled in cash; and (iii) in any
case in which a Participant pays the Exercise Price of an Option
and/or applicable withholding taxes by tendering shares of Common
Stock (whether by actual delivery or by attestation), that number
of shares covered by the Option being exercised that equal the
number of shares so tendered.
4. ADMINISTRATION OF THE PLAN.
The Committee shall administer the Plan. The Committee shall have the
authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and
the time or times at which Awards shall be granted; to determine the type and
number of Awards to be granted, the number of shares of Common Stock to which an
Award may relate and the terms, conditions, restrictions and performance
criteria relating to any Award; to determine whether, to what extent, and under
what circumstances an Award may be settled, canceled, forfeited, exchanged, or
surrendered; to construe and interpret the Plan and any Award; to prescribe,
amend and rescind rules and regulations relating to the Plan; to determine the
terms and provisions of Award Agreements; and to make all other determinations
deemed necessary or advisable for the administration of the Plan.
The Committee may, in its absolute discretion, without amendment to the
Plan (but subject to consent of the affected Participant if such act would
result in adverse tax consequences under the Code), accelerate the date on which
any Award becomes exercisable, waive or amend the operation of Plan provisions
respecting exercise after termination of employment of any Award or otherwise
adjust any of the terms of any Award.
Except to the extent prohibited by applicable law, the Board may also
allocate and delegate to any two or more directors, at least one of whom shall
be a Non-Employee Director and a member of the Committee ("Subcommittee") the
authority to grant Options to newly hired employees (other than to Executive
Officers, "insiders" within the meaning of Section 16 of the Exchange Act and
"covered employees" within the meaning of Section 162(m) of the Code) and to set
the terms and conditions of such grants. The Board may revoke any such
delegation at any time. All references in Sections 6, 7(b) and 7(c)(i), shall be
deemed to include the Subcommittee to the extent the Board delegates Option
granting authority to the Subcommittee.
No member of the Committee or Subcommittee shall be liable for any
action, omission or determination relating to the Plan, and the Company shall
indemnify and hold harmless each member of the Committee and each other director
or employee of the Company to whom any duty or power relating to the
administration or interpretation of the Plan has been delegated against any cost
or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, if, in either case, such
action, omission or determination was taken or made by such member, director or
employee in good
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faith and in a manner such member, director or employee reasonably believed to
be in or not opposed to the best interests of the Company.
5. ELIGIBILITY.
The persons who shall be eligible to receive Awards pursuant to the Plan
shall be all Employees of the Company and its Subsidiaries.
6. AWARDS UNDER THE PLAN; AWARD AGREEMENT.
The Committee (or Subcommittee, if applicable) may grant Options in such
amounts and upon such terms and conditions as it shall determine, subject to the
provisions of the Plan. Unless otherwise established by the Committee or
specified in the Award Agreement, each Award shall be deemed granted on the date
it is approved by the Committee (or Subcommittee, if applicable).
Each Award granted under the Plan shall be evidenced by an Award
Agreement that shall contain the terms and conditions of the Award. By accepting
an Award, a Participant thereby agrees that the Award and any shares of Common
Stock that may be issued in connection with the Award shall be subject to all of
the terms and provisions of the Plan and the Award Agreement.
7. OPTIONS.
(a) Identification of Options.
Each Option shall be identified in the applicable Award Agreement
as either an Incentive Stock Option or a Non-Qualified Stock
Option.
(b) Exercise Price.
Each Award Agreement with respect to an Option shall set forth
the amount (the "Exercise Price") payable by the grantee to the
Company upon exercise of the Option. The Option Exercise Price
per share shall be determined by the Committee (or Subcommittee,
if applicable), and in no event shall be less than the Fair
Market Value of a share of Common Stock on the date the Option is
granted.
(c) Term and Exercise of Options.
(i) The Committee (or Subcommittee, if applicable) shall
determine the expiration date of each Option; provided, however,
that no Incentive Stock Option shall be exercisable more than 10
years after the date of grant.
(ii) An Option may be exercised for all or any portion of
the shares as to which it is exercisable, provided, that no
partial exercise of an Option shall be for an aggregate Exercise
Price of less than $1,000. The partial exercise of an Option
shall not cause the expiration, termination or cancellation of
the remaining portion thereof.
(iii) An Option shall be exercised by delivering written
notice (in the form attached to the Award Agreement or such other
form as the Company prescribes) to the Company's principal
office, to the attention of its Secretary, no less than one
business day in advance of the effective date of the proposed
exercise. Such notice shall specify the number of shares of
Common Stock with respect to which the Option is being exercised
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and the effective date of the proposed exercise and shall be
signed by the Participant or other person then having the right
to exercise the Option. Such notice may be withdrawn in writing
at any time prior to the close of business on the business day
immediately preceding the effective date of the proposed
exercise. Payment for shares of Common Stock purchased upon the
exercise of an Option shall be made in cash, by certified check,
bank cashier's check or wire transfer; provided, however, that
if approved by the Committee on a case-by-case basis at the time
of exercise payment also may be made by: (A) by tendering
(through actual delivery or attestation) shares of Common Stock
owned by the Participant with appropriate stock powers; (B)
electing to have the Company retain shares of Common Stock which
would otherwise be issued on the exercise of the Option; (C)
irrevocably authorizing and directing a third party to sell
shares of Common Stock acquired upon exercise of the Option and
remit to the Company a sufficient amount of the proceeds to pay
the Exercise Price and any applicable withholding tax; or (D)
any combination of the foregoing forms. In determining the
number of shares of Common Stock necessary to be delivered to or
retained by the Company, such shares shall be valued at their
Fair Market Value as of the Exercise Date.
(iv) Certificates for shares of Common Stock purchased
upon the exercise of an Option shall be issued in the name of the
Participant or other person entitled to receive such shares, and
delivered to the Participant or such other person as soon as
practicable following the Exercise Date.
(d) Limitations on Incentive Stock Options.
(i) To the extent that the aggregate Fair Market Value of
shares of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other incentive
stock option plan of the Company (or any Subsidiary of the
Company) shall exceed $100,000, such Options shall be treated as
Non-Qualified Stock Options. Such Fair Market Value shall be
determined as of the date on which each such Incentive Stock
Option is granted.
(ii) No Incentive Stock Option may be granted to an
individual if, at the time of the grant, such individual owns
stock possessing more than 10 percent of the total voting power
of the Common Stock of the Company unless: (A) the exercise price
per share of such Incentive Stock Option is at least 110 percent
of the Fair Market Value of a share of Common Stock at the time
such Incentive Stock Option is granted, and (B) such Incentive
Stock Option is not exercisable after the expiration of five
years from the date such Incentive Stock Option is granted.
(e) Effect of Termination of Employment.
(i) Unless the applicable Award Agreement provides
otherwise and except as provided by Section 7(f) with respect to
a Change in Control, in the event that the employment of a
Participant with the Company or a Subsidiary of the Company shall
terminate for any reason other than death or Disability, (A)
Options granted to the Participant, to the extent that they are
exercisable at the time of such termination, shall remain
exercisable until the date that is three months after such
termination (or one year after the date of death, if death occurs
within three months after the date of termination), on which date
they shall expire, and (B) Options granted to such Participant,
to the extent that they were not exercisable at the time of such
termination, shall expire at the close of
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business on the date of such termination. Notwithstanding the
foregoing, no Option shall be exercisable after the expiration
of its term.
(ii) Unless the applicable Award Agreement provides
otherwise, in the event that the employment of a Participant with
the Company or a Subsidiary of the Company shall terminate on
account of the Disability or death of the Participant, (A)
Options granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain
exercisable until the first anniversary of such termination, on
which date they shall expire, and (B) Options granted to such
Participant, to the extent that they were not exercisable at the
time of such termination, shall expire at the close of business
on the date of such termination. Notwithstanding the foregoing,
no Option shall be exercisable after the expiration of its term.
(f) Acceleration of Exercise Date Upon Change in Control.
(i) Except as provided in the applicable Award Agreement,
upon the occurrence of a Change in Control described in Section
2(d) each Option granted under the Plan and outstanding at such
time shall become fully and immediately exercisable.
Notwithstanding the foregoing, no Option shall be exercisable
after the expiration of its term.
(ii) In connection with a pending or completed Change in
Control the Committee in its sole discretion may require that the
Options be: (A) cashed out and terminated in exchange for a lump
sum cash payment or shares of Common Stock having a value equal
to the fair market value of the Options immediately preceding the
Change in Control; and/or (B) converted into options in the
acquiring entity having a fair market value immediately after the
Change in Control equal to the fair market value of the Options
immediately prior to the Change in Control. For this purpose, the
fair market value of an Option shall equal the excess of the Fair
Market Value of the underlying shares over the Exercise Price.
(g) Restrictions on Transferability.
No Option may be transferred except by will or the laws of
descent and distribution and is exercisable during the grantee's
lifetime only by the grantee or his personal representative.
8. RIGHTS AS A STOCKHOLDER.
No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Award until the date of
issuance of a stock certificate with respect to such shares except to the extent
approved by the Committee and provided in the applicable Award Agreement. No
adjustment to any Award shall be made for dividends or other rights for which
the record date occurs prior to the date such stock certificate is issued.
9. NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO AWARDS.
Nothing contained in the Plan or any Award Agreement shall confer upon
any Participant any right with respect to continuing as an employee of the
Company or any Subsidiary or interfere in any way with the right of the Company
or any Subsidiary, subject to the terms of any separate agreement to the
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contrary, at any time to terminate such employment or to increase or decrease
the compensation of the Participant. No person shall have any claim or right to
receive an Award hereunder. The Committee's granting of an Award to a
Participant at any time shall neither require the Committee to grant any other
Award to such Participant or other person at any time or preclude the Committee
from making subsequent grants to such Participant or any other person.
10. SECURITIES LAW AND LISTING MATTERS.
Notwithstanding any other provision of the Plan, the Company shall have
no liability to deliver any shares of Common Stock under the Plan or make any
other distribution of benefits under the Plan unless such delivery or
distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity on which the shares of
Company Common Stock are listed or registered.
11. WITHHOLDING TAXES.
Whenever shares of Common Stock are to be delivered pursuant to an
Award, the Company shall have the right to require the Participant to remit to
the Company in cash an amount sufficient to satisfy any federal, state and local
withholding tax requirements related thereto as a condition to exercise. With
the approval of the Committee, a Participant may satisfy the foregoing
requirement by electing to have the Company withhold from delivery shares of
Common Stock having a fair market value equal to the minimum amount of tax to be
withheld, by tendering previously owned shares of Common Stock having a Fair
Market Value equal to the minimum withholding tax due and/or by other means
acceptable to the Committee on a case by case basis. Shares held back or
tendered to pay withholding taxes shall be valued at their Fair Market Value on
the date withheld or tendered. Fractional share amounts shall be settled in
cash. Such a withholding election may be made with respect to all or any portion
of the shares to be delivered pursuant to an Award.
12. NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER SECTION 421(b) OF THE
CODE.
Each Award Agreement with respect to an Incentive Stock Option shall
require the Participant to notify the Company in writing of any disposition of
shares of Common Stock issued pursuant to the exercise of such Option under the
circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), within ten days of such disposition.
13. AMENDMENT OR TERMINATION OF THE PLAN.
The Board of Directors may, at any time, suspend or terminate the Plan
or revise or amend it in any respect whatsoever; provided, however, that
stockholder approval shall be required if and to the extent the Board of
Directors determines that such approval is appropriate for purposes of
satisfying Section 162(m) or 422 of the Code or to the extent such approval is
required by the rules of any stock exchange on which the Common Stock is listed.
Nothing herein shall restrict the Committee's ability to exercise its
discretionary authority pursuant to Section 4 of the Plan, which discretion may
be exercised without amendment to the Plan. No action hereunder may, without the
consent of a Participant, reduce the Participant's rights under any outstanding
Award.
14. TRANSFERS UPON DEATH; NONASSIGNABILITY.
Upon the death of a Participant, outstanding Awards granted to such
Participant may be exercised only by the executor, administrator or
representative of the Participant's estate or by a person who shall
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have acquired the right to such exercise by will or by the laws of descent and
distribution. No transfer of an Award by will or the laws of descent and
distribution shall be effective to bind the Company unless the Committee is
furnished with (a) written notice thereof and with a copy of the will and/or
such evidence as the Committee may deem necessary to establish the validity of
the transfer, and (b) an agreement by the transferee to comply with all the
terms and conditions of the Award that are or would have been applicable to the
Participant and to be bound by the acknowledgments made by the Participant in
connection with the grant of the Award.
During a Participant's lifetime no Award shall be assignable or
transferable, by operation of law or otherwise. Any transfer or assignment of an
Award in violation of the preceding sentence shall be void and, if voluntary,
shall cause the respective Award to immediately and automatically terminate.
Without limiting the foregoing, in the event an order by any court, arbitrator
or other tribunal in any domestic proceeding shall purport to transfer any
Award, such Award shall immediately and automatically terminate.
15. EXPENSES AND RECEIPTS.
The Company shall pay the expenses of the Plan. Any proceeds received by
the Company in connection with any Award will be used for general corporate
purposes.
16. FAILURE TO COMPLY.
In addition to the remedies of the Company elsewhere provided for
herein, failure by a Participant (or beneficiary or transferee) to comply with
any of the terms and conditions of the Plan or the applicable Award Agreement,
unless such failure is remedied by such Participant (or beneficiary or
transferee) within ten days after notice of such failure by the Committee, shall
be grounds for the cancellation and forfeiture of such Award, in whole or in
part, as the Committee, in its absolute discretion, may determine.
17. RELATION TO BENEFIT PLANS.
Options will not be considered as compensation for the purpose of any
other benefit plans maintained by the Company except as expressly provided in
the documents evidencing such plans.
18. APPLICABLE LAW.
Except to the extent preempted by any applicable federal law, the Plan
will be construed and administered in accordance with the laws of the State of
Utah, without reference to the principles of conflicts of law.
19. PARTICIPANT RIGHTS.
No Participant shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment for Participants.
Except as provided specifically herein, a Participant shall have no rights as a
stockholder with respect to any shares covered by any Award until the date of
the issuance of a Common Stock certificate to him for such shares or any
non-contractual rights. Neither the Company nor its subsidiaries, officers,
directors or agents shall have any responsibility, duty or obligation with
respect to any Award (including without limitation, any fiduciary or equitable
duty) other than those contractual obligations set forth in this Plan and the
applicable Award Agreement. No person connected with the Plan warrants or
guarantees the federal, state and local income, estate and gift tax consequences
of Awards to Participants.
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20. UNFUNDED STATUS OF AWARDS.
The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give any such Participant any rights that are greater than those of a general
creditor of the Company.
21. NO FRACTIONAL SHARES.
No fractional shares of Common Stock shall be issued or delivered
pursuant to the Plan. The Committee shall determine whether cash, other Awards,
or other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.
22. BENEFICIARY.
A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Participant, the executor or administrator of the Participant's
estate shall be deemed to be the Participant's beneficiary.
23. INTERPRETATION
The Plan is designed and intended to comply with 422 of the Code, and
all provisions hereof shall be construed in a manner to so comply.
IN TESTIMONY WHEREOF, the Company has caused this Plan document to be
executed by its duly authorized officer this ______ day of __________, 2000.
SKYWEST, INC.
By:
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Its:
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