Exhibit 10.1


 


SKYWEST,
INC. STOCK REPURCHASE PLAN


 


THIS
SKYWEST, INC. STOCK REPURCHASE PLAN (this “Plan”), dated March 13,
2009 (the “Effective Date”), is entered into by and between SKYWEST,
INC., a Utah corporation (“SkyWest”), and RAYMOND JAMES &
ASSOCIATES, INC. (“RJA”).


 


BACKGROUND


 


This
Plan is entered into by SkyWest and RJA for the purpose of authorizing RJA to
repurchase shares of SkyWest’s common stock (the “Common Stock”) on
behalf of SkyWest from time to time in open market or privately negotiated
transactions, as contemplated by Rule 10b5-1 (“Rule 10b5-1”)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), during the period from the Effective Date through the second
anniversary of the Effective Date (the “Plan Period”).


 


AGREEMENT


 


NOW,
THEREFORE, SkyWest and RJA hereby agree as follows:


 


1.                                       (a)                                  During the Plan Period, RJA shall effect
purchases (each, a “Purchase”) of up to an aggregate of 3,400,000 shares
of Common Stock (the “Total Plan Shares”), in accordance with the
Trading Parameters set forth on Annex 1 attached hereto and incorporated
herein by this reference, as the same may be amended from time to time, on the
terms and subject to the conditions set forth herein.


 


(b)                                 Purchases may be made in the open market or
through privately negotiated transactions. 
RJA shall comply with the requirements of paragraphs (b)(2), (b)(3) and
(b)(4) of Rule10b-18 promulgated under the Exchange Act (“Rule 10b-18”),
in connection with Purchases of Common Stock in the open market pursuant to
this Plan.  SkyWest agrees not to take
any action that would cause Purchases not to comply with Rule 10b-18 or Rule 10b5-1.


 


2.                                       SkyWest shall pay to RJA a commission of
$0.02 per share of Common Stock repurchased pursuant to this Plan.  In accordance with RJA’s customary
procedures, RJA will deposit shares of Common Stock purchased hereunder into an
account established by RJA for SkyWest against payment to RJA of the purchase
price therefor and commissions and other amounts in respect thereof payable
pursuant to this Section.


 


3.                                       RJA shall provide to SkyWest price and
quantity information daily with respect to all Purchases executed by RJA on
SkyWest’s behalf during that day.


 


4.                                       This Plan shall become effective immediately
upon its execution and shall terminate upon the first to occur of the
following:


 


(a)             the expiration of the Plan Period;


 


(b)            the purchase of the number of Total Plan
Shares pursuant to this Plan;


 


(c)             the end of the second business day following
the date of receipt by RJA of notice of early termination substantially in the
form of Appendix A hereto, delivered by telecopy, transmitted to the
telecopy number set forth on Appendix A attached hereto


 


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(d)            the commencement of any voluntary or
involuntary case or other proceeding seeking liquidation, reorganization or
other relief under any bankruptcy, insolvency or similar law or seeking the
appointment of a trustee, receiver or other similar official, or the taking of
any corporate action by SkyWest to authorize or commence any of the foregoing;
or


 


(e)             the public announcement of a tender or
exchange offer for the Common Stock or of a merger, acquisition,
recapitalization or other similar business combination or transaction as a
result of which the Common Stock would be exchanged for or converted into cash,
securities or other property.


 


5.                                       Purchases pursuant to the Plan shall be
suspended if (a) trading of the Common Stock on The Nasdaq Stock Market is
suspended for any reason, or (b) RJA is notified in writing by SkyWest
that Purchases under the Plan should not be effected due to legal, regulatory
or contractual restrictions applicable to SkyWest.  In the event Purchases under the Plan are
suspended pursuant to this Section 5, RJA shall resume Purchases in
accordance with this Plan as promptly as practicable after RJA receives notice
in writing from SkyWest that RJA may resume Purchases in accordance with this
Plan.


 


6.                                       SkyWest represents and warrants, that: (a) Purchases
of Common Stock pursuant to this Plan have been duly authorized by SkyWest and
are consistent with SkyWest’s publicly-announced stock repurchase program; (b) it
is not aware of material, nonpublic information with respect to SkyWest or any
securities of SkyWest (including the Common Stock), (c) it is entering
into or amending, as the case may be, this Plan in good faith and not as part
of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the
Exchange Act or other applicable securities laws and (d) its execution of
this Plan or amendment hereto, as the case may 
be, and the Purchases contemplated hereby do not and will not violate or
conflict with SkyWest’s Articles of Incorporation or Bylaws or, if applicable,
any similar constituent documents, or any law, rule, regulation or agreement
binding on or applicable to SkyWest or any of its subsidiaries or any of its or
their property or assets.


 


7.                                       It is the intent of the parties that this
Plan comply with the requirements of Rule 10b5-1(c)(1)(i) and Rule 10b-18,
and this Plan shall be interpreted to comply with the requirements thereof.


 


8.                                       At the time of SkyWest’s execution of this
Plan, SkyWest has not entered into a similar agreement with respect to the
Common Stock.  SkyWest agrees not to
enter into any such agreement while this Plan remains in effect.


 


9.                                       Except as specifically contemplated hereby,
SkyWest shall be responsible for compliance with all statutes, rules and
regulations applicable to SkyWest and the transactions contemplated hereby,
including, without limitation, applicable reporting and filing requirements.


 


10.                                 The Plan shall be governed by and construed
in accordance with the laws of the State of Utah and may be modified or amended
only by a writing signed by the parties hereto.


 


11.                                 In the event of a stock split or reverse
stock split of the Common Stock, the quantity of Common Stock to be repurchased
pursuant to this Plan will be adjusted proportionately.  In the event of a stock dividend or spin-off,
the quantity of Common Stock to be repurchased pursuant to this Plan shall be
adjusted as instructed by SkyWest; provided,
however, any such adjustment shall only become effective upon
receipt by RJA of written notice from SkyWest as to the occurrence of the
dividend or spin-off, as well as specific instructions as to the adjustment to
the quantity of Common Stock to be repurchased pursuant to this Plan.  In the event of a reincorporation or other
corporate reorganization resulting in a 


 


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share-for-share exchange of new shares of
SkyWest for the Common Stock subject to this Plan, then the new shares shall
automatically replace the shares of Common Stock originally specified in this
Plan.


 


12.                                 Except as contemplated by Section 4(c) above
and Section 16 below, SkyWest acknowledges and agrees that it does not
have authority, influence or control over any Purchase effected by RJA purchase
to this Plan and SkyWest will not attempt to exercise any authority, influence
or control over Purchases.  RJA agrees
not to seek advice from SkyWest with respect to the manner in which it effects
Purchases under this Plan.


 


13.                                 SkyWest agrees to indemnify and hold harmless
RJA and its officers, directors, employees and representatives against any
loss, claim, damage or liability, including legal fees and expenses, arising
out of any action or proceeding resulting directly from RJA’s performance of
its obligations in accordance with the provisions of this Plan and consistent
with industry practices, except to the extent that any such loss, claim damage
or liability is the direct or indirect result of the indemnified person’s
negligence or misconduct.


 


14.                                 This Plan may be executed in any number of
counterparts, all of which, taken together, shall constitute one and the same
agreement.


 


15.                                 The duties and obligations of RJA may not be
assigned or delegated, whether by merger, consolidation or otherwise, by RJA
without SkyWest’s written consent.


 


16.                                 To the extent permitted by Rule 10b5-1, Rule 10b-18
and all other applicable laws and regulations, from time to time during the
Plan Period SkyWest may unilaterally amend this Plan for the purpose of
modifying the Trading Parameters set forth on Annex 1 attached
hereto.  Any such amendment shall be
effective upon SkyWest’s delivery to RJA of a written amendment to the Trading
Parameters set forth on such Annex 1.


 


ACCEPTED
AND AGREED by SkyWest and RJA as of the Effective Date set forth above.


 


 


“SKYWEST”


 


	
  SkyWest, Inc.

  	
   

  
	
  a Utah corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Bradford R. Rich

  	
   

  
	
  Name:

  	
  Bradford
  R. Rich

  	
   

  
	
  Title:
  

  	
  Executive Vice President and Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  “RJA”

  	
   

  
	
   

  	
   

  
	
  Raymond
  James & Associates, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Marc E. Walker

  	
   

  
	
  Name:
  

  	
  Marc
  E. Walker

  	
   

  
	
  Title:

  	
  V.P. - Trading

  	
   

  
							



 


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Appendix A


 


Request for Early Termination of SkyWest, Inc. Stock Repurchase
Plan


 


	
  To:

  	
   

  	
  Raymond
  James & Associates, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax
  No. (   )                                 

  



 


As of the date hereof,
SkyWest, Inc. hereby requests termination of the SkyWest, Inc. Stock
Repurchase Plan, dated March 13, 2009 in good faith and not as part of a
plan or scheme to evade the prohibitions of Rule 10b5-1 or other
applicable securities laws.


 


IN
WITNESS WHEREOF, the undersigned has signed this Request for Early Termination
of SkyWest, Inc. Stock Repurchase Plan as of the date specified below.


 


SkyWest, Inc.


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  [Date]

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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ANNEX 1


TRADING PARAMETERS


 


Plan
Period:  From and including March 13, 2009
through March 13, 2011.


 


Daily
Share Purchase Amount:    Lesser of (a) 20,000 shares and (b) the
limit  imposed under Rule 10b-18(b)(4) of
the Securities Exchange Act of 1934, as amended (25% of the average daily
trading volume of the Company’s common stock for the preceding four calendar
weeks).


 


Maximum
Price:


 


TRADE
ORDER


 


Subject
to Paragraphs 5 and 7 of the SkyWest, Inc. Stock Repurchase Plan dated March 13,
2009 (the “Plan”) to which this Annex 1 is attached, each day during the
Plan Period on which The Nasdaq Stock Market is open for business, RJA shall
use commercially reasonable efforts to effect one or more purchases (each, a “Purchase”)
of the Daily Share Purchase Amount, such Purchases cumulatively not to exceed
the Total Plan Shares and, in no case, will the market price per share,
excluding commissions, or any Purchase exceed the Maximum Price.  Capitalized terms used, but not otherwise
defined herein, shall have the meaning assigned thereto in the Plan.


 


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