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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