Exhibit 4.1


 


THIRD AMENDMENT


TO


SKYWEST, INC.


1995 EMPLOYEE STOCK PURCHASE PLAN


 


THIS THIRD AMENDMENT TO SKYWEST, INC. 1995 EMPLOYEE
STOCK PURCHASE PLAN (this “Amendment”) is made and adopted by SkyWest, Inc.,
a Utah corporation (the “Company”).


 


RECITALS


 


WHEREAS, the Company previously adopted the SkyWest, Inc.
1995 Employee Stock Purchase Plan (the “Plan”) for the benefit of employees of
the Company and employees of certain of its subsidiaries, which Plan the
Company has previously amended; and


 


WHEREAS, the Company has determined that it is advisable
and in the best interests of the Company to amend the Plan to permit additional
offerings of Company common shares under the Plan through December 31,
2005 and to increase the number of shares authorized for issuance under the
Plan by an additional 550,000 shares;


 


NOW, THEREFORE, upon these premises, the Plan is
hereby modified, altered, and amended in the following respects only:


 


1.                                       Amendments.


 


(a)                                  Section 4.1 shall be amended to read in
its entirety as follows effective July 1, 2005:


 


4.1                                 Offerings.  The Plan will be implemented
by annual offerings of Common Stock (the “Offerings”) beginning on the 1st
day of July in each of the years 1995 through 2014, with each Offering
terminating on June 30, of the following year; provided,
however, that each annual Offering may, in the discretion of the
Committee exercised prior to the commencement thereof, be divided into two
six-month Offerings commencing, respectively, on July 1 and January 1,
and terminating on December 31 and June 30, respectively, with the
last such Offering to expire December 31, 2005.  The number of shares of Common Stock that may
be issued in any Offering shall not cause the Plan to exceed the limitations of
Section 10.1 below.  As used in the
Plan, “Offering Commencement Date” means the July 1 or January 1, as
the case may be, on which the particular Offering begins and “Offering
Termination Date” means the December 31 or June 30, as the case may
be, on which the particular Offering terminates.


 


(b)                                 Section 10.1 shall be amended to read in
its entirety as follows effective July 1, 2004:


 


10.1                           Maximum Shares.  The maximum number of shares of Common Stock
which may be issued under the Plan shall be 500,000 shares, increased under Section 12.4
to 1,000,000 shares to reflect the Company’s June 8, 1998 two-for-one
stock split, and further increased under Section 12.4 to 2,000,000 shares effective
December 15, 2000 to reflect the Company’s December 15, 2000
two-for-one stock split.  Notwithstanding
the foregoing, effective July 1, 2004, an additional 160,000 shares shall
be available for issuance in the Offering Period ending December 31,
2004.  Additionally, effective January 1,
2005, for all Offering Periods commencing in 2005, an additional 390,000


 





















 


shares shall be available for issuance under the
Plan.  All shares issued under the Plan
shall be counted against the foregoing limit on a post-split adjusted
basis.  If the total number of shares for
which options are exercised on any Offering Termination Date exceeds the
maximum number of available shares set forth in this Section 10.1, the
Company shall make a pro-rata allocation of the shares available for delivery
and distribution in as nearly a uniform manner as shall is practicable and as
it shall determine to be equitable, and the balance of payroll deductions
credited to the account of each participant shall be returned to the
participant as promptly as possible.


 


2.                                       Ratification.  In
all respects, other than as specifically set forth in Section 1 above, the
Plan shall remain unaffected by this Amendment, the Plan shall continue in full
force and effect, subject to the terms and conditions thereof, and in the event
of any conflict, inconsistency, or incongruity between the provisions of this
Amendment and any provisions of the Plan the provisions of this Amendment shall
in all respects govern and control.


 


To record the adoption of this Amendment by the
Board, the Company has caused its duly authorized officer to affix the
corporate name and seal hereto this 30th day of December, 2005.


 


	
   

  	
  SKYWEST, INC.,

  
	
   

  	
  a Utah corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradford R. Rich

  
	
   

  	
  Its:

  	
  Executive Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  



 


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