Exhibit 4.1


 


SKYWEST,
INC.


2006
EMPLOYEE STOCK PURCHASE PLAN


 


SkyWest, Inc., a Utah corporation (the “Company”),
hereby adopts the 2006 Employee Stock Purchase Plan (the “Plan”) to read as
follows, effective January 1, 2006:


 


1.                                       Purpose.  The
purpose of the Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase shares of common stock of the
Company.  The Company intends that the
Plan qualify as an “employee stock purchase plan” under Section 423 of the
Internal Revenue Code of 1986, as amended (the “Code”), and that purchase
rights granted under the Plan qualify as “statutory options” within the meaning
of Section 421 of the Code.  The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of those sections
of the Code.


 


2.                                       Definitions.


 


(a)                                  “Board”
means the Board of Directors of the Company.


 


(b)                                 “Code” means
the Internal Revenue Code of 1986, as amended.


 


(c)                                  “Committee”
means the Compensation Committee of the Board.


 


(d)                                 “Common Stock”
means shares of common stock of the Company.


 


(e)                                  “Company”
means SkyWest, Inc., a Utah corporation.


 


(f)                                    “Compensation” means regular periodic cash compensation payable
to an Employee from the Company or a Designated Subsidiary of a nature
reportable as wages subject to income tax withholding on IRS Form W-2.  By way of illustration, but not limitation,
Compensation includes regular compensation such as salary, hourly wages,
overtime, and shift differentials, but excludes bonuses, benefit plan costs and
contributions, relocation and other expense reimbursements, tuition or other
reimbursements and income realized as a result of participation in any stock
option, stock purchase, or similar plan of the Company or any Designated
Subsidiary.


 


(g)                                 “Continuous Employment”
means the absence of any interruption or termination of service as an
Employee.  Continuous Status as an
Employee shall not be considered interrupted in the case of (i) regular days
off such as weekends and holidays, sick leave, vacation leave or other personal
leave; (ii) military leave; (iii) any other leave of absence approved
by the Company or Designated Subsidiary that employs the Employee, provided
that such leave is for a period of not more than 90 days, unless reemployment
upon the expiration of such leave is guaranteed by contract or statute, or
unless provided otherwise pursuant to the employer’s policy adopted from time
to time; or (iv) in the case of transfers among the Company and its
Designated Subsidiaries.


 


(h)                                 “Contributions”
means all amounts credited to the account of a participating employee pursuant
to the Plan.


 


(i)                                     “Corporate Transaction” means a sale of all or substantially all of
the Company’s assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation, or any other
transaction or series of related transactions in which the Company’s


 





















 


stockholders
immediately prior thereto own less than 50% of the voting stock of the Company
(or its successor or parent) immediately thereafter.


 


(j)                                     “Designated Subsidiaries”
means SkyWest Airlines, Inc. It also includes any other Subsidiary, such
as Atlantic Southeast Airlines, Inc., that the Committee or full Board may
subsequently designate in its sole discretion as an employer whose employees
are eligible to participate in the Plan. 
As of effective date of the Plan, the only Designated Subsidiary is
SkyWest Airlines, Inc.


 


(k)                                  “Eligible Employee”
means as to any Offering Period, any Employee who has completed at least 90 days
Continuous Employment with the Company or a Designated Subsidiary as of the
commencement of the Offering Period in question.


 


(l)                                     “Employee”
means any person, including an Officer, who is an employee within the meaning
of Code Section 423(b)(4) of the Company or any of its Designated
Subsidiaries.


 


(m)                               “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


(n)                                 “Offering”
means the grant to Eligible Employees of options to purchase Shares under the
Plan during an Offering Period.


 


(o)                                 “Offering Date”
means the first business day of each Offering Period of the Plan.


 


(p)                                 “Offering Period”
means a period described in Section 4 below during which Eligible
Employees are granted an option to purchase Shares under the Plan.  The first Offering Period shall commence January 16,
2006.


 


(q)                                 “Officer”
means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.


 


(r)                                    “Participant”
means an Employee who has elected to participate in the Plan and receive rights
to purchase Shares for a given Offering Period


 


(s)                                  “Plan” means
the SkyWest, Inc. 2006 Employee Stock Purchase Plan, as amended from time
to time.


 


(t)                                    “Plan Administrator”
means the Company, acting through the Board, the Committee or such other
persons as the Committee or Board may designate in writing from time to
time.  In the absence of such an
alternative designation by the Board, the Committee shall serve as Plan
Administrator.


 


(u)                                 “Purchase Date”
means the last day of each Offering Period under the Plan.


 


(v)                                 “Purchase Price”
means with respect to any Offering Period an amount equal to 85% of the Fair
Market Value (as defined in Section 7(b) below) of a Share on the
Offering Date or on the Purchase Date, whichever is lower.


 


(w)                               “Share” means a share of Common
Stock, as adjusted in accordance with Section 19 of the Plan.


 


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(y)                                 “Subsidiary”
means a domestic corporation of which not less than 50% of the voting shares
are held by the Company or another Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a
Subsidiary.  Only entities that qualify
as “subsidiaries” of the Company within the meaning of Code Section 424(f) shall
be “Subsidiaries” hereunder


 


3.                                       Eligibility.


 


(a)                                  Any person who is an Employee and who has
completed at least 90 days of Continuous Employment as of the Offering Date of
a given Offering Period shall be eligible to participate in the Offering
associated with that Offering Period, subject to the enrollment requirements of
Section 5(a) and the limitations imposed by Section 423(b) of
the Code.


 


(b)                                 Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option or any Share purchase
rights under the Plan if, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) owns directly or indirectly capital stock of the Company possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any Subsidiary or other entity related to
the Company under Code Section 424(e) and (f).  In applying this limitation, the constructive
ownership rules of Code Section 424(d) shall apply and stock
that the Employee may purchase under this Plan or under any other outstanding
options to purchase stock shall be deemed owned by the Employee.


 


(c)                                  Any provisions of the Plan to the contrary notwithstanding,
as required by Code Section 423(b)(8), no Employee shall be granted an
option or any Share purchase rights under the Plan if, immediately after the
grant, such option or purchase rights would permit his or her rights to
purchase stock under all employee stock purchase plans (as described in Section 423
of the Code) of the Company and its Subsidiaries to accrue at a rate that
exceeds $25,000 of the Fair Market Value (as defined in Section 7(b) below)
of such stock (determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time.


 


4.                                       Offering Periods. 
The Plan shall be
implemented by a series of Offering Periods of six (6) months’ duration,
with new Offering Periods commencing on January 1 and July 1 of each
year; provided, however, that (a) the initial Offering shall commence January 16,
2006 and end June 30, 2006 and (b) each of the Committee and the
Board shall have the power to change the duration and/or the frequency of
Offering Periods with respect to future offerings without stockholder approval
if such change is announced at least five (5) days prior to the scheduled
beginning of the first Offering Period to be affected and such Offering Period
does not exceed 24 months.  The Plan
shall continue until terminated in accordance with Section 20 hereof.


 


5.                                       Participation.


 


(a)                                  An Eligible Employee may become a Participant
in the Plan by completing an enrollment agreement on the form provided by the
Company or Designated Subsidiary that employs the Employee and filing it with
the Company’s or Designated Subsidiary’s Human Resources Department or the
stock brokerage or other financial services firm designated by the Company (the
“Designated Broker”) prior to the
applicable Offering Date, unless a later time for filing the enrollment
agreement is set by the Company for all eligible Employees with respect to a
given Offering Period.  The enrollment
agreement shall set forth the percentage or amount of the Participant’s
Compensation (subject to Section 6(a) below) to be paid as
Contributions pursuant to the Plan towards the purchase of Shares during the


 


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Offering
Period.  For purposes of the initial
Offering Period under the Plan, any Eligible Employee who participated in the
SkyWest, Inc. 1995 Employee Stock Purchase Plan (“Prior Plan”) during 2005
automatically will be deemed to have elected to participate in the initial
Offering Period under this Plan on the same basis as his or her most recent
enrollment and contribution election under the Prior Plan unless the Employee
affirmatively elects to enroll on a different basis or withdraws from the
initial Offering Period under this Plan during such open enrollment period as
the Company designates between January 1, 2006 and January 15, 2006.


 


(b)                                 Elections to participate and make
contributions shall automatically remain in effect for future Offering Periods
unless and until the first to occur of (i) the date the Participant ceases
to be an eligible Employee of the Company or a Designated Subsidiary; (ii) the
date the Participant revokes or prospectively amends in writing the Participant’s
prior participation election pursuant to such procedures as the Company may establish
from time to time; or (iii) expiration of the Plan.


 


(c)                                  Payroll deductions shall commence on the
first full payroll following the Offering Date and shall end on the last
payroll paid on or prior to the last Purchase Period of the Offering Period to
which the enrollment agreement is applicable, unless sooner terminated by the Participant
as provided in Section 10. 
Notwithstanding the foregoing, with respect to the initial Offering
Period under the Plan, payroll deductions may at a Participant’s actual or
deemed election begin on his or her first payroll date in January 2006
even if prior to January 16, 2006.


 


6.                                       Method of Payment of
Contributions.


 


(a)                                  A Participant shall elect to have payroll
deductions made on each payday during the Offering Period in an amount not less
than two percent (2%) and not more than fifteen percent (15%) (or such
other percentage as the Committee may establish from time to time before an
Offering Date) of the Participant’s Compensation on each payday during the
Offering Period (and with respect to the initial Offering Period, during that
portion of January 2006 that precedes the Offering Period).  Alternatively, a Participant may designate a
flat dollar amount of Compensation (not in excess of 15% of the Participant’s
Compensation for the payroll period) to be withheld from the Participant’s
Compensation each payroll date.  All
payroll deductions made by a Participant shall be credited to his or her
account under the Plan.  A Participant
may not make any additional payments into such account without the consent of
the Committee.  All payroll deduction
elections shall be made on forms and within time frames designated by the
Company.


 


(b)                                 A Participant may discontinue his or her participation
in the Plan as provided in Section 10, or prospectively change his
Contribution rate for future Offerings on such forms as are provided by the
Plan Administrator.  Any change in rate
shall be effective as of the beginning of the next Offering Period following
the date of filing of the new enrollment agreement, if the agreement is filed
at least ten (10) business days prior to such date.


 


(c)                                  Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and Sections 3(b) and
3(c) herein, a Participant’s payroll deductions may be decreased during
any Offering Period scheduled to end during the current calendar year to
0%.  In the event of such reduction, payroll
deductions shall re-commence at the rate provided in the Participant’s enrollment
agreement at the beginning of the first Offering Period that is scheduled to
end in the following calendar year, unless terminated by the Participant as
provided in Section 10.


 


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7.                                       Grant of Option.


 


(a)                                  Subject to the limitations set forth below, on
the Offering Date of each Offering Period, each Eligible Employee participating
in such Offering Period shall be granted an option to purchase on the
applicable Purchase Date a number of Shares determined by dividing such
Employee’s Contributions accumulated prior to such Purchase Date and retained
in the Participant’s account as of the Purchase Date by the applicable Purchase
Price.  Notwithstanding the foregoing, the
maximum number of Shares an Employee may purchase during each Offering Period
shall be 1,250 Shares (with such limit subject to any adjustment pursuant to Section 19
below), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b), 3(c) and 13.  Any Contributions that would otherwise be
applied to purchase Shares in excess of the foregoing limits shall be repaid to
the Participant at the close of the Offering Period, without interest.


 


(b)                                 The fair market value of the Company’s Shares
on a given date (the “Fair Market Value”)
shall be determined by the Committee in its discretion based on the closing
sales price of the Shares for such date (or, in the event that the Shares are
not traded on that date, on the immediately preceding trading date), as
reported by the National Association of Securities Dealers Automated Quotation
National Market (“Nasdaq”) or,
if such price is not reported, the mean of the bid and asked prices per Share
of the Common Stock as reported by Nasdaq.  In the event the Shares are listed on another
stock exchange, the Fair Market Value per Share shall be the closing sales
price on such exchange on such date (or, in the event that the Shares are is
not traded on such date, on the immediately preceding trading date), as
reported in The Wall Street Journal.


 


8.                                       Exercise of Option. 
Unless a Participant withdraws from the Plan as provided in Section 10,
his or her option for the purchase of Shares will be exercised automatically on
the Purchase Date at the close of an Offering Period, and the maximum number of
Shares subject to the option will be purchased at the applicable Purchase Price
with the accumulated Contributions in his or her account.  Any payroll deductions or other amounts accumulated
in a Participant’s account that are not sufficient to purchase a Share shall be
retained in the Participant’s account for the subsequent Offering Period,
subject to earlier withdrawal by the Participant as provided in Section 10
below.  Any other amounts left over in a Participant’s
account after the Purchase Date shall be returned to the Participant without
interest.  Subject to Sections 22 and 23 below,
the Shares purchased upon exercise of an option hereunder shall be deemed to be
transferred to the Participant on the Purchase Date.  During his or her lifetime, a Participant’s
option to purchase Shares hereunder is exercisable only by the Participant.


 


9.                                       Delivery.  Subject
to Sections 22 and 23 below, as promptly as practicable after the Purchase Date
of each Offering Period, the number of Shares purchased by each Participant
upon exercise of his or her option shall be deposited into an account
established in the Participant’s name with the Designated Broker.


 


10.                                 Voluntary Withdrawal; Termination of Employment.


 


(a)                                  A Participant may withdraw all but not less
than all the Contributions credited to the Participant’s account under the Plan
during an Offering Period at any time prior to the Purchase Date for that
Offering Period by giving written notice to the Plan Administrator or the
Designated Broker, as directed by the Plan Administrator.  All of the Participant’s Contributions
credited to the Participant’s account will be paid to the Participant promptly
after receipt of the Participant’s notice of withdrawal, his prior enrollment
agreement and election to participate will no longer apply to future Offerings,
his option for the current Offering Period will be automatically terminated,
and no further Contributions for the purchase of Shares will be made during the
Offering Period.


 


(b)                                 Upon termination of the Participant’s
Continuous Status as an Employee prior to the Purchase Date of an Offering
Period for any reason, including retirement, disability or death, the


 


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Contributions
credited to his account will be returned to him or, in the case of his death,
to the person or persons entitled thereto under Section 15, his prior enrollment
agreement and election to participate will no longer apply to future Offerings,
and his option will be automatically terminate.


 


(c)                                  A Participant’s withdrawal from an Offering
Period will not have any effect upon his eligibility to again affirmatively elect
to participate in a succeeding Offering or in any similar plan that may
hereafter be adopted by the Company or any Designated Subsidiary.


 


11.                                 Interest.  No
interest or other earning credit shall accrue on the Contributions of a Participant
in the Plan.


 


12.                                 Reserved.


 


13.                                 Stock.


 


(a)                                  Subject to adjustment as provided in Section 19(a),
the maximum number of Shares which shall be made available for sale under the
Plan shall be 2,500,000 Shares.  In the
event such limit is adjusted on account of a stock split or similar transaction
under Section 19(a) below, all Shares issued under the Plan prior to
the adjustment shall be counted against that limit on a post-split adjusted basis.  If on a given Purchase Date, the number of Shares
with respect to which options are to be exercised exceeds the number of Shares
that are available for sale under the Plan on such Purchase Date, the Company
shall make a pro rata allocation of the Shares available for purchase on such
Purchase Date in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all Participants
exercising options to purchase Shares on such Purchase Date.  The Company may make pro rata allocation of
the Shares available for any applicable Offering Period pursuant to the
preceding sentence, notwithstanding any authorization of additional Shares for
issuance under the Plan by the Company’s stockholders subsequent to such Offering
Period.


 


(b)                                 A Participant shall have no interest or
voting right in Shares covered by his or her option until such option has been
exercised and the Shares are issued.


 


(c)                                  Shares to be delivered to a Participant under
the Plan will be registered in the name of the Participant or in the name of
the Participant and the Participant’s spouse.


 


14.                                 Administration.  The Plan
Administrator shall supervise and administer the Plan and shall have full power
to adopt, amend and rescind any rules deemed desirable and appropriate for
the administration of the Plan and not inconsistent with the Plan, to construe
and interpret the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. 
All decisions regarding and interpretations of the Plan by the Plan
Administrator shall be binding and conclusive on Participants.


 


15.                                 Designation of Beneficiary.


 


(a)                                  A Participant may designate a beneficiary who
is to receive any Shares and cash, if any, from the Participant’s account under
the Plan in the event of such Participant’s death subsequent to the end of an
Offering Period but prior to delivery to the Participant of such Shares and cash.  In addition, a Participant may designate a
beneficiary who is to receive any cash from the Participant’s account under the
Plan in the event of such Participant’s death prior to the Purchase Date of an
Offering Period.  Beneficiary
designations under this Section 15(a) shall be made as directed by
the Human Resources Department of the Company or Designated Subsidiary that
employs the Participant.


 


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(b)                                 A Participant may change the Participant’s designation
of a beneficiary at any time by written notice to the Human Resource Department
of the Company or the Designated Subsidiary that employs him.  In the event of the death of a Participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant’s death, the Company shall deliver such
Shares and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such Shares and/or
cash to the spouse or to any one or more dependents or relatives of the Participant,
or if no spouse, dependent or relative is known to the Company, then to such
other person as the Company may designate.


 


16.                                 Transferability.  No
Participant assign, transfer, pledge or otherwise dispose of in any way (other
than by will, the laws of descent and distribution, or as provided in Section 15)
any Contributions credited to a Participant’s account nor any rights with
regard to the exercise of an option or to receive Shares under the Plan.  Any such attempt at assignment, transfer,
pledge or other disposition shall be null, void and without effect, except that
the Company may treat such act as an election to withdraw funds in accordance
with Section 10.


 


17.                                 Use of Funds.  All
Contributions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such Contributions.


 


18.                                 Reports. 
Individual accounts will be maintained for each Participant in the
Plan.  The Company or Designated Broker
will provide statements of account to Participants at least annually, which
statements will set forth the amount of Contributions by the Participant, the applicable
per Share Purchase Price, the number of Shares purchased by the Participant and
the remaining cash balance in the Participant’s account, if any.


 


19.                                 Adjustments Upon Changes in Capitalization; Corporate Transactions.


 


(a)                                  Adjustment.  The
number of Shares covered by each option under the Plan that has not yet been
exercised and the number of Shares that have been authorized for issuance under
the Plan (collectively, the “Reserves”),
as well as the maximum number of Shares that a Participant may purchase in an
Offering Period, the number of Shares set forth in Section 13(a) above,
and the price per Share covered by each option under the Plan that has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of Shares, or any other
increase or decrease in the number of Shares effected without receipt of
consideration by the Company; provided however that conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.”  Such
adjustments may be retroactive and shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no issue
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares subject to an
option.


 


(b)                                 Corporate Transactions.  In the event of a Corporate Transaction, each
option outstanding under the Plan shall be assumed or an equivalent option
shall be substituted by the successor corporation or a parent or Subsidiary of
such successor corporation.  In the event
that the successor corporation refuses to assume or substitute for outstanding
options, the Offering Period then in progress shall be shortened and a new
Purchase Date shall be set (the “New Purchase Date”),
as of which date the Offering Period then in progress will terminate.  The New Purchase Date shall be on or before
the date of consummation of the transaction and the Company shall notify each Participant
in writing, at least ten


 


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(10) days
prior to the New Purchase Date, that the Purchase Date for the Participant’s
option has been changed to the New Purchase Date and that the option will be
exercised automatically on the New Purchase Date, unless prior to such date the
Participant withdraws from the Offering Period as provided in Section 10.  For purposes of this Section 19, an
option granted under the Plan shall be deemed to be assumed, without
limitation, if, at the time of issuance of the stock or other consideration
upon a Corporate Transaction, each holder of an option under the Plan would be
entitled to receive upon exercise of the option the same number and kind of
shares of stock or the same amount of property, cash or securities as such
holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to the transaction, the
holder of the number of Shares covered by the option at such time (after giving
effect to any adjustments in the number of Shares covered by the option as
provided for in this Section 19); provided however that if the
consideration received in the transaction is not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code),
the Board may, with the consent of the successor corporation, provide for the
consideration to be received upon exercise of the option to be solely common
stock of the successor corporation or its parent equal in Fair Market Value to
the per Share consideration received by holders of Shares in the transaction.


 


The Board may, if it so determines in the exercise
of its sole discretion, also make provision for adjusting the Reserves, as well
as the price per Share covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of Shares, and in the event of the
Company’s being consolidated with or merged into any other corporation.


 


20.                                 Amendment or Termination.


 


(a)                                  The Board may at any time and for any reason
terminate or amend the Plan.  Except as
provided in Section 19, no such termination of the Plan may affect options
previously granted, provided that the Plan or an Offering Period may be
terminated by the Board on a Purchase Date or by the Board’s setting a new
Purchase Date with respect to an Offering Period then in progress if the Board
determines that termination of the Plan and/or the Offering Period is in the
best interests of the Company and the stockholders or if continuation of the
Plan and/or the Offering Period would cause the Company to violate Code Section 423,
applicable law or any requirement of an exchange on which the Shares are
traded.  Except as provided in Section 19
and in this Section 20, no amendment to the Plan shall make any change in
any option previously granted that adversely affects the rights of any Participant.  In addition, to the extent necessary to
comply with the requirements of any stock exchange on which the Shares are
listed or under Section 423 of the Code (or any successor rule or
provision or any applicable law or regulation), the Company shall obtain
stockholder approval in such a manner and to such a degree as so required.


 


(b)                                 Without stockholder consent and without
regard to whether any Participant rights may be considered to have been
adversely affected, each of the Committee and the Board shall be entitled to
change the Offering Periods, limit the frequency and/or number of changes in
the amount withheld during an Offering Period, permit payroll withholding in
excess of the amount designated by a Participant in order to adjust for delays
or mistakes in the processing of properly completed withholding elections,
establish reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase of Shares
for each Participant properly correspond with amounts withheld from the Participant’s
Compensation, and establish such other limitations or procedures as the Committee
or Board determines in its sole discretion to be advisable that are consistent
with the Plan.


 


21.                                 Notices.  All
notices or other communications by a Participant to the Company or a Designated
Subsidiary under or in connection with the Plan shall be deemed to have been
duly given


 


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when
received in the form specified by the Company or Designated Subsidiary at the
location, or by the person, designated by the Company or Designated Subsidiary for
the receipt thereof.


 


22.                                 Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to an
option under this Plan unless the exercise of such option and the issuance and
delivery of such Shares under this Plan shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, applicable state securities laws and the
requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.  As a
condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.


 


23.                                 Term of Plan; Effective Date.  Any provision herein to the contrary
notwithstanding, the Plan shall become effective January 1, 2006, subject
to approval by the Company’s stockholders not later than June 30, 2006.  No Shares shall be issued under the Plan
unless the Plan is approved by the shareholders by June 30, 2006.  If the shareholders of the Company do not
approve the Plan as required under Code Section 423 by June 30, 2006,
the Plan shall automatically expire and terminate on that date and no Shares
shall be issued under the Plan.  If
approved by the shareholders on or before June 30, 2006, the Plan shall
continue in effect until terminated under Section 20 above.


 


24.                                 Miscellaneous Provisions.


 


(a)                                  The Plan and Offerings hereunder do not
constitute an employment contract. 
Nothing in the Plan or any Offering will in any way alter the “at will”
nature of an Employee’s employment or be deemed to create in any way whatsoever
any obligation on the part of any Employee to continue in the employ of the
Company or any Subsidiary, or on the part of the Company or a Subsidiary to
continue the employment of an Employee.


 


(b)                                 The provisions of the Plan shall be governed
by the laws of the State of Utah without resort to that state’s conflicts of
laws rules.


 


IN WITNESS WHEREOF, the Company has caused this Plan
to be executed by its duly authorized officer this 3rd day of January 2006.


 


 


	
   

  	
  SKYWEST, INC., a Utah corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradford R. Rich

  	
   

  
	
   

  	
  Name: Bradford R. Rich

  
	
   

  	
  Title: Executive Vice President, Chief Financial

  
	
   

  	
  Officer and Treasurer

  



 


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