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FORM OF OUTSIDE
DIRECTOR STOCK OPTION AGREEMENT
(Pursuant to the terms
of the
EXPRESSJET HOLDINGS, INC.
2007 STOCK INCENTIVE PLAN)
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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.
2.
Option Term. Subject to earlier termination as provided herein, the
Option shall terminate on the 10 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 the Option shall vest on the six-month
anniversary of the date of grant of the Option. In addition,
(i) if Participant’s service on the Board terminates by
reason of death or disability prior to the vesting of the Option as
provided in the preceding sentence, then the total number of Shares
subject to the Option shall vest on the date of the termination of
Participant’s service on the Board, and (ii) if a Change in
Control shall occur prior to the vesting of the Option as provided
in the preceding sentence and if Participant has been a member of
the Board continuously from the date of grant of the Option to the
date of such Change in Control, then the total number of Shares
subject to the Option shall vest on the date of such Change in
Control. 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 (subject to earlier
termination as provided in Paragraph 6 below).
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 Shar
