OUTSIDE DIRECTOR RESTRICTED STOCK
AGREEMENT
(Pursuant to the terms of the
Expressjet Holdings,
Inc.
2007 Stock Incentive
Plan )
This RESTRICTED
STOCK AGREEMENT (this “Agreement”) is between
ExpressJet Holdings, Inc., a Delaware corporation
(“Company”), and
_______________(“Participant”), and is dated as of the
date set forth immediately above the signatures below.
1.
Grant of Restricted Stock . Company hereby grants to
Participant 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.
2007 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. Participant
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 Participant a certificate
or certificates for the Restricted Stock (or shall otherwise cause
the Restricted Stock to be credited to an account on behalf of
Participant). 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 trust or in escrow pursuant to an
agreement satisfactory to the Committee until such time as the
applicable restrictions on the transfer thereof have expired or
otherwise lapsed.
3.
Risk of Forfeiture . Subject to Paragraphs 5(b) and
5(c), should Participant’s service on the Board terminate
prior to the vesting date set forth in Paragraph 4,
Participant shall forfeit the right to receive the Restricted
Stock.
4.
Vesting Date . Subject to Paragraph 5, the
Restricted Stock shall vest on the six-month anniversary of the
date hereof.
5.
Termination of Board Service; Change in Control .
Termination of Participant’s service on the Board, death or
disability of Participant, or occurrence of a Change in Control,
shall affect Participant’s rights under this Agreement as
follows:
(a) Termination
of Board Service Generally . If, other than as specified below,
Participant’s service on the Board is terminated, then
Participant shall forfeit the right to
receive the
Restricted Stock if the Restricted Stock has not yet vested
pursuant to Paragraph 4.
(b) Change in
Control . If a Change in Control shall occur prior to the
vesting of the Restricted Stock pursuant to Paragraph 4 and if
Participant has been a member of the Board continuously from the
date hereof to the date of such Change in Control, then immediately
the Restricted Stock shall fully vest, all restrictions (other than
those described in Paragraph 9) applicable to the Restricted
Stock shall terminate and Company shall release from escrow or
trust and shall issue and deliver to Participant a certificate or
certificates for the Restricted Stock (or shall otherwise cause the
Restricted Stock to be credited to an account on behalf of
Participant).
(c) Death or
Disability . If Participant’s service on the Board is
terminated by death or disability prior to the vesting of the
Restricted Stock pursuant to Paragraph 4, then immediately the
Restricted Stock shall fully vest, all restrictions (other than
described in Paragraph 9) applicable to the Restricted Stock
shall terminate and Company shall release from escrow or trust and
shall issue and deliver, in the case of death,
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