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 . The Company hereby grants
to Participant all rights, title and interest in the record and
beneficial ownership of _______________(###,###) 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 such number of shares of Restricted Stock (or
shall otherwise cause such shares to be credited to an account on
behalf of Participant) as are required to be issued and delivered
under this Agreement. 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 employment (defined below) with
Company and each subsidiary (as the term “subsidiary”
is defined in the Plan) terminate prior to any of the vesting dates
set forth in Paragraph 4, Participant shall forfeit the right
to receive the Restricted Stock that would otherwise have vested on
such dates.
4.
Vesting Dates . Subject to Paragraph 5, the
shares of Restricted Stock subject to this Agreement shall vest in
twenty-five percent (25%) increments on each of
____________.
5.
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 this
Agreement as follows:
(a) Voluntary
or Involuntary Termination . If, other than as specified below,
Participant voluntarily terminates employment (defined below) or if
Participant’s employment is terminated involuntarily, then
Participant shall forfeit the right to receive all shares of
Restricted Stock that have not theretofore vested pursuant to
Paragraph 4.
(b) Change in
Control . If a Change in Control shall occur, then immediately
all nonvested Restricted Stock that has not been forfeited prior to
the date of such Change in Control shall fully vest, all
restrictions (other than those described in Paragraph 9)
applicable to such Restricted Stock shall terminate and Company
shall release from escrow or trust and shall issue and deliver to
Participant a certificate or certificates for all shares of such
Restricted Stock (or shall otherwise cause such shares to be
credited to an account on behalf of Participant).
(c) Retirement,
Death or Disability . If Participant’s employment is
terminated by retirement, death or disability, then immediately all
nonvested Restricted Stock shall fully vest, all restrictions
(other than described in Paragraph 9) applicable to Restricted
Stock shall terminate and Company shall release from escrow or
trust and shall issue and deliver to Participant, or in the case of
death, to the person or persons to whom Participant’s rights
under this Agreement shall pass by will or by the applicable laws
of descent and distribution, or in the case of disability, to
Participant’s personal representative, a certificate or
certificates for all Restricted Stock (or shall otherwise cause
such shares to be credited to an account on behalf of Participant
or such other parties as applicable).
(d) Definition
of Employment . For purposes of this Agreement,
“employment” means employment by Company or a
subsidiary. Without limiting the scope of the preceding sentence,
it is specifically provided that Participant shall be considered to
have terminated employment at the time of the termination of the
“subsidiary” status of the entity that employs
Participant. In this regard, neither the transfer of Participant
from employment by Company to employment by a subsidiary nor the
transfer of Participant from employment by a subsidiary to
employment by Company or another subsidiary shall be deemed to be a
termination of employment of Participant. Moreover, the employment
of Participant shall not be
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