FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (Pursuant to the terms of the EXPRESSJET HOLDINGS, INC. 2007 STOCK INCENTIVE PLAN)

            This STOCK OPTION AGREEMENT (this “Option 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.

            To carry out the purposes of the EXPRESSJET HOLDINGS, INC. 2007 STOCK INCENTIVE PLAN (the “Plan”), by affording Participant the opportunity to purchase shares of Company’s common stock, $.01 par value per share (“Common Stock”), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, Company and Participant hereby agree as follows:

            1.         Grant of Option.   Company hereby grants to Participant the right, privilege and option as herein set forth (the “Option”) to purchase up to ________ (______) shares (the “Shares”) of Common Stock, in accordance with the terms of this Option Agreement.  The Shares, when issued to Participant upon the exercise of the Option, shall be fully paid and nonassessable.  The Option is granted pursuant to 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 Option Agreement.  Participant agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Option 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 Option Agreement unless otherwise provided.  The Option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

            2.         Option Term.   Subject to earlier termination as provided herein, the Option shall terminate on the 7 ^th anniversary of the date of grant of the Option.  The period during which the Option is in effect is referred to as the “Option Period”.

            3.         Option Exercise Price.   The exercise price (the “Option Price”) of the Shares subject to the Option shall be $_______ per Share (which is the Fair Market Value per Share on the date hereof).

            4.         Vesting.   Subject to the following provisions of this Paragraph 4, the total number of Shares subject to this Option shall vest in __________ percent (__%) increments on each of ______________________.  The vested Shares that may be acquired under the Option may be purchased at any time after they become vested, in whole or in part, during the Option Period.  In addition, the total number of Shares subject to this Option shall vest and become exercisable upon the occurrence of one of the events described below in Paragraph 6(c) or 6(d).

            5.         Method of Exercise.   To exercise the Option, Participant shall deliver an irrevocable written notice to Company (to the attention of the Secretary of Company) stating the number of Shares with respect to which the Option is being exercised together with payment for such Shares.  Payment shall be made (i) in cash or by check acceptable to Company, (ii) by tendering previously acquired Shares, valued at their then Fair Market Value (iii) with consent of the Committee, by delivery of other consideration (including where permitted by law, other Awards) having a Fair Market Value on the exercise date equal to the total purchase price (iv) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option or (v) any combination of (i), (ii), (iii) or (iv) above.  In addition, at the request of Participant, and to the extent permitted by applicable law and subject to Paragraph 15, the Option may be exercised pursuant to a “cashless exercise” arrangement with any brokerage firm approved by the Committee or its delegate under which arrangement such brokerage firm, on behalf of Participant, shall pay to Company the exercise price of the Options being exercised, and Company, pursuant to an irrevocable notice from Participant, shall promptly after receipt of the exercise price deliver the shares being purchased to such brokerage firm.

            6.         Termination of Employment; Change in Control.   Voluntary or involuntary termination of employment, retirement, death or Disability of Participant, or occurrence of a Change in Control, shall affect Participant's rights under the Option as follows:

            (a)        Involuntary Termination for Gross Misconduct .  The Option shall terminate immediately and shall not be exercisable if Participant's employment (defined below) is terminated involuntarily for gross misconduct (defined below).

            (b)        Other Involuntary Termination or Voluntary Termination .  If Participant's employment is terminated involuntarily other than for gross misconduct or if Participant voluntarily terminates employment, then immediately (i) the Option shall terminate as to Shares subject thereto to the extent not yet then vested pursuant to Paragraph 4 or Paragraph 6(c) below, and (ii) the Option shall terminate as to all remaining Shares subject thereto to the extent not exercised pursuant to Paragraph 5 within 30 days after such termination of employment.

            (c)        Change in Control .  If a Change in Control shall occur and the Option (or a portion thereof) is outstanding at such time, then immediately the Option (or the portion thereof that is outstanding at such time) shall vest and become exercisable in full.

            (d)        Retirement, Death or Disability .  If Participant's employment is terminated by retirement, death or complete and permanent disability as defined in section 22(e)(3) of the Code (“Disability”), then immediately  the Option shall become exercisable in full, whether or not otherwise exercisable, for a term of one year thereafter by Participant or, in the case of death, by the person or person