OUTSIDE DIRECTOR 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.
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,
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