OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT
(Pursuant to the terms of the
EXPRESSJET HOLDINGS, INC.
2002 STOCK INCENTIVE PLAN)
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is between ExpressJet Holdings, Inc., a
Delaware corporation (“Company”), and ____________________ (“Recipient”), and is dated as of the date set
forth immediately above the signatures below.
1. Grant of Restricted Stock . Company hereby grants to Recipient all rights, title and interest in
the record and beneficial ownership of _________________ (xxxx) shares (the “Restricted Stock”) of
Company’s common stock, $.01 par value per share (“Common Stock”), subject to the conditions described in
Paragraphs 3, 4 and 5 as well as the other provisions of this Agreement. The Restricted Stock is granted
pursuant to and to implement in part the ExpressJet Holdings, Inc. 2002 Stock Incentive Plan (as amended and in
effect from time to time, the “Plan”) and is subject to the provisions of the Plan, which is hereby incorporated
herein and is made a part hereof, as well as the provisions of this Agreement. Recipient agrees to be bound by all
of the terms, provisions, conditions and limitations of the Plan and this Agreement. All capitalized terms have the
meanings set forth in the Plan unless otherwise specifically provided. All references to specified paragraphs
pertain to paragraphs of this Agreement unless otherwise specifically provided.
2. Custody of Restricted Stock . Upon satisfaction of the vesting conditions set forth in
Paragraph 4 or the occurrence of any of the events contemplated by Paragraph 5(b) or 5(c), Company shall
issue and deliver to Recipient a certificate or certificates for the Restricted Stock (or shall otherwise cause the
Restricted Stock to be credited to an account on behalf of Recipient). Prior to the satisfaction of such vesting
conditions or the occurrence of such events, the Restricted Stock is not transferable and shall be held in trus