EXPRESSJET HOLDINGS, INC. 2009 TREASURY STOCK PURCHASE PLAN

Exhibit 10.1

EXPRESSJET HOLDINGS, INC.

2009 TREASURY STOCK PURCHASE PLAN

     1.  Establishment of The Plan . ExpressJet Holdings, Inc. (the “ Company ”) hereby establishes this 2009 Treasury Stock Purchase Plan (the “ Plan ”) upon the terms and conditions hereinafter stated as of the Effective Date.

     2.  Purpose . The purpose of this Plan is to contribute to the growth and profitability of the Company by providing eligible members of the Company’s Board of Directors with an opportunity to purchase shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), as an incentive to work toward the success of the Company.

     3.  Construction .

          (a) Definitions . As used in the Plan, the following terms shall have the meanings set forth below:

     (i) “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     (ii) “ Agent ” means Merrill Lynch, a registered broker dealer, appointed by the Board of the Company.

     (iii) “ Annual Incentive Fee ” means, with respect to a particular Service Year, the annual incentive fee owed to a Participant for serving as a member of the Board and any of its committees for such Service Year.

     (iv) “ Board ” means the Board of Directors of the Company.

     (v) “ Code ” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto. References to any provision of the Code or regulation (including proposed regulation) thereunder shall include any successor provisions or regulations.

     (vi) “ Committee ” means the Nominating and Corporate Governance Committee of the Board.

     (vii) “ Effective Date ” means the date upon which the Board’s approval of the Plan becomes effective.

     (viii) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission relating thereto. References to any provision of the Exchange Act or rule thereunder shall include any successor provisions or rules.

     (ix) “ Eligible Director ” has the meaning set forth in Section 6(a) .

     (x) “ Participant ” means an Eligible Director who participates in the Plan.

     (xi) “ Participant’s Account ” means the account maintained for the Participant by the Agent pursuant to this Plan.

     (xii) “ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

     (xiii) “ Service Year ” means the period commencing immediately upon final adjournment of the annual stockholders’ meeting and extending through the next annual stockholders’ meeting.

          (b) Construction . In this Plan, unless a clear contrary intention appears, (i) the words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Plan as a whole and not to any particular section or other subdivision, (ii) reference to any section means such section hereof, (iii) the words “ including ” (and with correlative meaning “ include ”) means including, without limiting the generality of any description preceding such term and (iv) words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

          (c) Headings . Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

     4.  Stock Subject to Plan .

          (a) Source of Shares . The Common Stock purchasable under the Plan shall be limited to treasury shares or shares purchased by the Company on the open market or from private sources for use under the Plan. The maximum number of shares of Common Stock that may be issued over the term of the Plan shall not exceed one million shares.

          (b) Adjustment for Capital Changes . The aggregate number of shares that may be issued over the term of the Plan shall be adjusted for any increase or decrease in the total number of outstanding shares of Common Stock issued subsequent to the Effective Date of this Plan that result from a split, subdivision or consolidation of shares or any other capital adjustment, the payment of a stock dividend or other increase or decrease in such shares effected without receipt or payment of consideration by the Company.

     5.  Operation of Plan .

          (a) Operation . This Plan is intended to meet the requirements of Rule 16b-3(d)(1) (or its successor) adopted under the Exchange Act. To the extent, if any, that any questions of interpretation arise, the Board shall resolve such questions.

          (b) Participant Accounts; Shares Purchased . The Agent will act as a custodian for any cash held by it for the benefit of a Participant and for all shares of the Common Stock purchased pursuant to this Plan. Shares of Common Stock purchased under the Plan will be deposited into such accounts in the manner provided in Section 7(a) . The relationship between each Participant and the Agent shall be the relationship of client and broker.

          (c) Information and Voting Rights . Each Participant shall have all rights of a stockholder of the Company appurtenant to the shares of Common Stock held in his or her account.

           (d) Limitation on Liability . The Company, its subsidiaries and their respective directors, officers, employees and agents, including the Agent (the “ Corporate Group ”), are in no way obligated, liable or responsible to a Participant for any claims, loss or damage sustained as a result of any transaction under the Plan. The Participant, by virtue of his or her participation, shall waive and release the Corporate Group for any liability related thereto. If a member of the Corporate Group is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, by reason of anything done or not done by him in such capacity under or with respect to the Plan, the Company shall indemnify him to the extent permitted by the Company’s Articles of Incorporation, Bylaws and the General Corporation Law of the State of Delaware. The Corporate Group does not guarantee the Participant’s Account in any manner against investment loss or depreciation in asset value. The Corporate Group does not recommend participation in the Plan to any Eligible Director, and participation in the Plan shall be completely voluntary on the part of any Eligible Director.

          (e) Expenses Paid by Company . The Company will not pay more than the reasonable fees and charges relating to Common Stock purchases under the Plan, as agreed upon between the Company and the Agent, for brokerage commissions and bookkeeping and custodial expenses.

          (f) Compliance with Law and Regulations . All shares of Common Stock purchased under