SEVERANCE AGREEMENT AND RELEASE
Karen P. Miles (“Employee”) and ExpressJet Airlines, Inc. ("ExpressJet" or "the Company") enter this Severance
Agreement and Release ("Agreement"). ExpressJet and Employee wish to sever amicably their employment
relationship at the time of Employee’s retirement, following a transition period, on mutually agreeable terms as set
forth in detail below.
Employee and ExpressJet agree as follows:
1. Amendment to Employment Agreement: The Amended and Restated Employment Agreement
dated as of April 10, 2008, by and between ExpressJet and Employee (the "Employment Agreement") is hereby
amended by deleting (a) clause (C) from the first sentence of Section 4.1 of the Employment Agreement and (b)
the second sentence of Section 4.1 of the Employment Agreement.
2. Consideration: After January 31, 2010 (the "Resignation Date") and subject to the execution of this
Agreement by both parties and Employee’s non-revocation of this Agreement pursuant to Section 11 hereof,
ExpressJet shall provide the following:
a. Lump Sum Severance Payment: A one time lump sum severance payment in an aggregate amount
equal to twenty-four (24) months base pay, calculated based on Employee’s base pay as in effect on the
Resignation Date, less applicable deductions permitted or required by law. Such amount shall be paid on a date
selected by ExpressJet that is within 30 days following the Resignation Date. This benefit may not be combined
by Employee with any other similar severance, wage, payment, compensation, or bonus benefit from ExpressJet
or ExpressJet Holdings, Inc. ("Holdings") stemming from any employment contract, agreement, program, benefit,
or award, including but not limited to those set forth in the Employment Agreement, unless specifically set forth in
the remaining portions of this Agreement.
b. Health Benefits Coverage: Employee shall be eligible to continue any medical, dental, and vision
benefits provided under an ExpressJet-sponsored