SKYWEST, INC. 2002 DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008

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Exhibit 10.12

SKYWEST, INC.

2002 DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2008

Restatement of the SkyWest, Inc. 2002 Deferred Compensation Plan

ARTICLE I

Restatement, Application and Purpose

        1.1     Restatement .    SkyWest, Inc. (the "Company") hereby amends and restates the SkyWest, Inc. 2002 Deferred Compensation Plan (the "Plan"), effective January 1, 2008.

        1.2     Application and Grandfathered Accounts .    This amendment and restatement applies only to: (i) amounts deferred under the Plan on or after January 1, 2005, (ii) amounts deferred under the Plan prior to January 1, 2005 that were not vested as of December 31, 2004, and (iii) amounts deferred under the Plan prior to January 1, 2005 as to which the Plan is "materially modified" within the meaning of Treasury Regulation Section 1.409A-6(a) after October 3, 2004. Amounts deferred under the Plan prior to January 1, 2005 that were vested as of December 31, 2004 and as to which the Plan was not materially modified after October 3, 2004, plus all pre- and post-January 1, 2005 Earnings thereon, (collectively the "Grandfathered Accounts") shall be subject to the provisions of the Plan as in effect on October 3, 2004, as the same may be amended from time to time by the Company without material modification, it being expressly intended that such Grandfathered Accounts are to remain exempt from the requirements of Code Section 409A. Certain provisions of the Plan applicable to Grandfathered Accounts are reflected in this document for ease of reference.

        1.3     Purpose .    The purpose of this amendment and restatement is to comply with the requirements of Code Section 409A as clarified in the final regulations thereunder, and to reformat the document. The purpose of the Plan continues to be to attract and retain key employees by providing each Participant with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Plan is not intended to meet the qualification requirements of Code Section 401(a), but except with respect to Grandfathered Accounts is intended to meet the requirements of Code Section 409A, and shall be operated and interpreted consistent with that intent.

        The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer and shall remain subject to the claims of the Company's or the Adopting Employer's creditors until such amounts are distributed to the Participants.

ARTICLE II

Definitions

        2.1     Account.     Account means a bookkeeping account maintained by the Plan Administrator to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Plan Administrator may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Plan Administrator, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

        2.2     Account Balance.     Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.

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        2.3     Adopting Employer.     Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its eligible employees. SkyWest Airlines, Inc. is an Adopting Employer.

        2.4     Affiliate.     Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

        2.5     Beneficiary.     Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with provisions of the Plan. The Participant's spouse, if living, otherwise the Participant's estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant.

        In the event of a divorce or other legally recognized dissolution of a Participant's marriage other than on account of death, the Participant's former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless the Participant designates such person as a Beneficiary after dissolution of the marriage, except to the extent provided under the terms of a domestic relations order as described in Code Section 414(p)(1)(B).

        2.6     Business Day .     A Business Day is each day on which the New York Stock Exchange is open for business.

        2.7     Change in Control .     Change in Control, with respect to a Participating Employer that is organized as a corporation, occurs on the date on which any of the following events occur (i) a change in the ownership of the Participating Employer; (ii) a change in the effective control of the Participating Employer; (iii) a change in the ownership of a substantial portion of the assets of the Participating Employer.

        For purposes of this Section, a change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer. A change in the effective control of the Participating Employer occurs on the date on which either (i) a person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer possessing more than 50% or more of the total voting power of the stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Company's Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Company. A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Participating Employer, acquires assets from the Participating Employer that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Participating Employer immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition.

        An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating Employer that has experienced the Change in Control, the Change in Control relates to the Company, or the Participant's relationship to the affected Participating Employer otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).

        The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A.

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        Any provision herein to the contrary notwithstanding, with respect to Grandfathered Accounts, a "Change in Control" shall have the more restrictive meaning set forth in Section 1(f) of the Plan prior to this amendment and restatement.

        2.8     Claimant.     Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan.

        2.9     Code.     Code means the Internal Revenue Code of 1986, as amended from time to time.

        2.10     Code Section 409A.     Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.

        2.11     Company.     Company means SkyWest, Inc. and any successor thereto.

        2.12     Company Contribution.     Company Contribution means a credit by a Participating Employer to a Participant's Account(s) in accordance with the provisions of Article V of the Plan. Company Contributions are credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company Contribution in subsequent years. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution.

        2.13     Compensation.     Compensation means a Participant's base salary, bonus, and such other cash compensation (if any) approved by the Plan Administrator as Compensation that may be deferred under this Plan. Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A.

        2.14     Compensation Deferral Agreement.     Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Plan Administrator may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Plan Administrator in the Compensation Deferral Agreement, Participants may defer up to 100% of their base salary and up to 100% of other types of Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the notational investment allocation described in Section 8.4.

        2.15     Death Benefit.     Death Benefit means the benefit payable under the Plan to a Participant's Beneficiary(ies) upon the Participant's death as provided in Section 6.1 of the Plan.

        2.16     Deferral.     Deferral means a credit to a Participant's Account(s) that records that portion of the Participant's Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.

        Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Plan Administrator as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A.

        2.17     Earnings.     Earnings means an adjustment, positive or negative, to the value of an Account to reflect the gain, income, loss and expense of the notational investments in which the Account is deemed invested in accordance with Article VIII.

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        2.18     Effective Date.     Effective Date means January 1, 2008.

        2.19     Eligible Employee.     Eligible Employee means a member of a "select group of management or highly compensated employees" of a Participating Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Plan Administrator from time to time in its sole discretion.

        2.20     Employee.     Employee means a common-law employee of an Employer.

        2.21     Employer.     Employer means, with respect to Employees it employs, the Company and each Affiliate.

        2.22     ERISA.     ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

        2.23     Grandfathered Account.     Grandfathered Account means (i) amounts deferred under the Plan prior to January 1, 2005 that were vested as of December 31, 2004 and with respect to which the Plan was not "materially modified" within the meaning of Treasury Regulation Section 1.409A-6(a) after October 3, 2004; and (ii) any Earnings (whether before or after January 1, 2007) on such deferred amounts.

        2.24     Participant.     Participant means an Eligible Employee who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. A Participant's continued participation in the Plan shall be governed by Section 3.2 of the Plan.

        2.25     Participating Employer.     Participating Employer means the Company, SkyWest Airlines, Inc. and each other Adopting Employer.

        2.26     Payment Schedule.     Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made.

        2.27     Performance-Based Compensation.     Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as "Performance-Based Compensation" will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.

        2.28     Plan.     Generally, the term Plan means the "SkyWest, Inc. 2002 Deferred Compensation Plan" as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.

        2.29     Plan Administrator.     Plan Administrator means the Company, acting through one or more individuals appointed by the Company's Chief Executive Officer or Chief Financial Officer.

        2.30     Plan Year.     Plan Year means January 1 through December 31.

        2.31     Retirement/Termination Account.     Retirement/Termination Account means an Account established by the Plan Administrator to record the amounts payable to a Participant that have not

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been allocated to a Specified Date Account. Unless the Participant has established a Specified Date Account, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant.

        2.32     Retirement/Termination Benefit.     Retirement/Termination Benefit means the benefit payable to a Participant under the Plan following the Separation from Service of the Participant for any reason other than death.

        2.33     Separation from Service.     An Employee incurs a Separation from Service upon termination of employment with his or her Employer. Whether a Separation from Service has occurred shall be determined by the Plan Administrator in accordance with Code Section 409A.

        Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence.

        An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave or (ii) the expiration of the Employee's right, if any, to reemployment under statute or contract. Notwithstanding the preceding, however, an Employee who is absent from work due to a physical or mental impairment that is expected to result in death or last for a continuous period of at least six months and that prevents the Employee from performing the duties of his position of employment or a similar position shall incur a Separation from Service as a result of such leave on the first date immediately following the 29-month anniversary of the commencement of the leave.

        For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in Section 2.24 of the Plan, except that for purposes of determining whether another organization is an Affiliate of the Company, common ownership of at least 50% shall be determinative. A mere transfer of employment between Employers shall not be deemed a Separation from Service

        The Plan Administrator specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A.

        2.34     Specified Date .    The Specified Date means, as to any Specified Date Account, the date certain specified in the Participant's Compensation Deferral Agreement with respect to that Account upon which the balance in the Account becomes payable.

        2.35     Specified Date Account.     A Specified Date Account means an Account established pursuant to Section 4.3 that will be paid (or that will commence to be paid) at a future Specified Date certain as specified in the Participant's Compensation Deferral Agreement. Unless otherwise determined by the Plan Administrator, a Participant may maintain no more than four (4) Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an "In-Service Account".

        2.36     Specified Date Benefit.     Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(b).

        2.37     Specified Employee.     Specified Employee means an Employee who, as of the date of his Separation from Service, is a "key employee" of the Company or any Affiliate, any stock of which is

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actively traded on an established securities market or otherwise. An Employee shall be treated as a key employee for the entire 12-month period beginning on each Specified Employee Effective Date if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the 12-month period ending on the applicable Specified Employee Identification Date.

        For purposes of determining whether an Employee is a Specified Employee, the compensation of the Employee shall be determined in accordance with the definition of compensation provided under Treasury Regulation Section 1.415(c)-2(d)(3) (wages within the meaning of Code Section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien who is a Participant, compensation shall not include compensation that is not includible in the gross income of the Employee under Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not effectively connected with the conduct of a trade or business within the United States.

        Notwithstanding anything in this paragraph to the contrary, (i) if a different definition of compensation has been designated by the Company with respect to another nonqualified deferred compensation plan in which a key employee participates, the definition of compensation shall be the definition provided in Treasury Regulation Section 1.409A-1(i)(2), and (ii) the Company may through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different definition of compensation.

        In the event of corporate transactions described in Treasury Regulation Section 1.409A-1(i)(6), the identification of Specified Employees shall be determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology through designations made within the timeframes specified therein.

        2.38     Specified Employee Effective Date.     Specified Employee Effective Date means April 1 each year, or such earlier date as is selected by the Plan Administrator.

        2.39     Specified Employee Identification Date.     Specified Employee Identification Date means with respect to a particular Specified Employee Effective Date, the December 31 immediately preceding that Specified Employee Effective Date, unless the Employer has elected a different date through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Employer.

        2.40     Substantial Risk of Forfeiture.     Substantial Risk of Forfeiture shall have the meaning specified in Treasury Regulation Section 1.409A-1(d).

        2.41     Unforeseeable Emergency.     An Unforeseeable Emergency means a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant, the Participant's spouse, the Participant's dependent (as defined in Code Section 152(a) applied without regard to Code Sections 152(b)(1), 152(b)(2) and 152(d)(1)(B)), or a Beneficiary; (ii) loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant within the meaning and limitations of Treasury Regulation Section 1.409A-3(i)(3). In no event shall the need to purchase a home or pay college tuition qualify as Unforeseeable Emergency. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Plan Administrator in its sole discretion.

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        2.42     Valuation Date.     Valuation Date shall mean each Business Day.

ARTICLE III

Eligibility and Participation

        3.1     Eligibility and Participation.     The Plan Administrator in its sole discretion shall designate the Employees who are eligible to participate in the Plan. The Plan Administrator shall provide each such Eligible Employee with written notice by email or otherwise of his or her eligibility to participate in the Plan. An Eligible Employee becomes a Participant on the date that the Plan Administrator provides written notice to the Eligible Employee of his or her eligibility to participate in the Plan.

        3.2     Duration.     A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee. The Plan Administrator may prospectively revoke an Employee's status as an Eligible Employee at any time and for any reason upon written notice to the affected Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not defer Compensation under the Plan but may otherwise exercise all of the rights of a Participant under the Plan with respect to his or her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero and during such time may continue to make notational investment allocation elections as provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid

ARTICLE IV

Deferrals

        4.1     Deferral Elections, Generally.     

(a)

A Participant shall submit a Compensation Deferral Agreement during the enrollment periods established by the Plan Administrator and in the manner specified by the Plan Administrator, but in any event, in accordance with Section 4.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation. The Plan Administrator may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2.

(b)

The Participant shall specify on his or her Compensation Deferral Agreement whether to allocate Deferrals to a Retirement/Termination Account or to a Specified Date Account. If no designation is made, all Deferrals shall be allocated to the Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the applicable form of payment shall be a single lump sum payment.

        4.2     Timing Requirements for Compensation Deferral Agreements.     

(a)

First Year of Eligibility.     In the case of the first Plan Year in which an Eligible Employee becomes eligible to participate in the Plan, he has up to 30 days following his initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such Plan Year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether an Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treasury Regulation Section 1.409A-2(a)(7).

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        A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned on