AMENDMENT AND
TERMINATION OF
EXPRESSJET AIRLINES, INC.
SUPPLEMENTAL RETIREMENT PLAN
WHEREAS , ExpressJet Airlines, Inc. (the “Company”)
has heretofore established the ExpressJet Airlines, Inc.
Supplemental Retirement Plan (the “Plan”) for the
benefit of its eligible employees; and
WHEREAS , the Company desires to effect a partial termination
of the portion of the Plan attributable to the “Grandfathered
Accounts” maintained under the Plan; and
WHEREAS , the Company desires to amend the Plan to (a) change
the time of payment of the balances in the “Deferral
Accounts” maintained under the Plan in accordance with the
transition relief provided under IRS Notice 2007-86 regarding the
application of Section 409A of the Internal Revenue Code
(“Notice 2007-86”), and (b) cease the crediting of any
amounts to such accounts for any period beginning after December
31, 2008; and
WHEREAS , the Company desires to terminate the Plan in its
entirety after the completion of all distributions of the account
balances maintained under the Plan;
NOW , THEREFORE , the Plan is hereby amended and
terminated as follows:
1. The Company
hereby effects a partial termination of the Plan as of December 31,
2008, by terminating that portion of the Plan attributable to the
Grandfathered Accounts maintained under the Plan. The
Grandfathered Account balances shall be adjusted as of December 31,
2008, for hypothetical interest as provided in Section 5.2 of
the
