SkyWest,Inc. (NASDAQ:SKYW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

full text of the Annual Performance Cash Award Program.

Long-Term Awards for 2017

Effective as of February9, 2017, the Compensation Committee
approved long-term awards to each of the Named Executives in
the form of restricted stock units and performance shares. The
Compensation Committee adjusted the long-term incentive metrics
for performance shares awarded for 2017 to better align the
incentive awards with the creation of shareholder value and to
align the compensation package of the Named Executives with
those of other regional and major air carrier executive
compensation programs. Stock options were not issued in 2017,
which simplifies the long-term incentive program design and
aligns with the industry trend away from stock options. The
target grant value of the performance share component
represented 60% of each Named Executives target grant value and
the performance share upside for performance at maximum level
will be 200% of target.

The following table summarizes the number and nature of
long-term awards granted to the Named Executives by the Company
on February9, 2017 under the 2010 Plan:

The restricted stock units generally vest on the third
anniversary of the date of grant, subject to the achievement of
a threshold performance objective included in such restricted
stock unit awards for Section162(m)purposes.

The performance shares granted on February9, 2017, will be
eligible to vest based on corporate performance during the
three-year performance period ending December31, 2019. The
Compensation Committee determined that the corporate objectives
for purposes of such awards would be pre-tax earnings and
return on invested capital actually attained over the
three-year performance period. Until the vesting date, the
shares underlying the performance shares are not issued and
outstanding. Accordingly, the Named Executive is not entitled
to vote or receive dividends on the shares underlying his
performance shares unless and until those performance shares
vest. For these performance awards, the Compensation Committee
established threshold, target and maximum performance levels
for each of the two corporate performance objectives, with the
actual number of performance shares that will vest to be
adjusted in proportion to the extent to which the combined
actual results varied from the target levels of performance.
The performance shares are allocated 60% to the pre-tax
earnings objective and 40% to the return on invested capital
objective in determining the actual awarded performance shares
payable in common stock. Specifically, (i)if pre-tax earnings
and return on invested capital are equal to or greater than the
target levels, then 50% or more of the performance shares will
be earned (up to a maximum of 200% of the performance shares)
by the Named Executive attributable to each identified target;
(ii)if pre-tax earnings and return on invested capital range
from the threshold to the target, then 50% to 50% of the
performance shares will be earned by the Named Executive
attributable to each identified target; and (iii)if pre-tax
earnings and return on invested capital are less than the
threshold, then no performance shares will be earned by the
Named Executive attributable to each identified target. For
purposes of the performance shares, in the event of a change in
control of the Company prior to December 31, 2019, the
performance shares will be converted into a number of vesting
eligible shares that will vest at the end of the three-year
performance period based on the greater of (i) the target
number of performance shares subject to the award, or (ii) the
number of performance shares that would vest if performance had
been measured against the corporate performance objectives as
of the date of the change in control.

With respect to long-term incentive awards granted to the Named
Executives commencing in 2017, such awards will vest on an
accelerated basis under certain circumstances. Specifically,
restricted stock unit awards granted to the Named Executives
will vest on an accelerated basis (i)in the event of the Named
Executives involuntary termination without cause or resignation
for good reason (although such vesting will be subject to the
achievement of a threshold performance objective included in
such restricted stock unit awards for Section162(m)purposes
unless such termination occurs within 24 months following a
change in control of the Company), or (ii)in the event of the
Named Executives death. Performance share awards granted to the
Named Executives will vest on an accelerated basis (i)in the
event of the Named Executives death prior to a change in
control, as to the target

number of performance shares subject to the award on the date
of death and as to any incremental performance shares above
target based on the Companys actual performance relative to the
corporate performance objectives under such award at the end of
the three-year performance period (or, if earlier, a change in
control of the Company), (ii)in the event of the Named
Executives death following a change in control, any vesting
eligible shares (as described below) will vest upon the date of
death, (iii)in the event of the Named Executives involuntary
termination without cause or resignation for good reason, in
each case prior to a change in control, the Named Executive
will remain eligible to vest in such number of performance
shares as ultimately vest based on the Companys actual
performance relative to the corporate performance objectives
under such award at the end of the three-year performance
period (or, if earlier, a change in control of the Company),
which vesting will be pro-rated for the portion of the
performance period that has elapsed prior to the date of
termination, or (iv)in the event of the Named Executives
involuntary termination without cause or resignation for good
reason, in each case following a change in control, any vesting
eligible shares will vest upon the date of such termination.

A copy of the form of Restricted Stock Unit Award Agreement and
the form of Performance Share Award Agreement will be filed as
exhibits to the Companys Annual Report on Form10-K for the
fiscal year ended December31, 2016 and are incorporated herein
by reference. The foregoing description of the form of
Restricted Stock Unit Award Agreement and the form of
Performance Share Award Agreement is qualified in its entirety
by reference to the full text of such forms of award
agreements.