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 (as amended and in effect from time to time, 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 twenty-five percent (25%) increments on each of
[anniversaries 1-4 of Grant Date typically] . 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 Participa
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