Exhibit 10.13

**ExpressJet Holdings, Inc.**

**  Non-Employee Director Compensation**

                The following compensation schedule applied to directors who were not employees of the Company, up to September 11, 2008:

**Annual Retainers**

The highest applicable annual retainer amount of the amounts set forth below:
| Director                           |              | $40,000 per year |
|------------------------------------|--------------------------------------------------------------------------|------------------|
| Committee Chair (other than Audit) |                                                                     | $50,000 per year |
| Audit Committee Chair              |                                                                     | $55,000 per year |
| Chairman of the Board              |                                                                     | $60,000 per year |

**Meeting Fees**
| Each board meeting physically attended (Chair)                                   |               | $3,000 |
|----------------------------------------------------------------------------------|--------------------|--------|
| Each board meeting physically attended (non-Chair)      |     | $2,000 |
| Each committee meeting physically attended                                       |               | $2,000 |
| Each board or committee meeting, telephonic participation                        |               | $1,000 |
| Reimbursement of appropriate out-of-pocket expenses                              |               |   |

**Stock Grants***
|           | •  | $35,000 fair market value of restricted shares upon initial election to Board             |
|--------------------------------------------------------|--------------|-------------------------------------------------------------------------------------------|
|                                                   | •  | $35,000 Black-Scholes value of stock options upon initial election to Board               |
|                                                   | •  | $35,000 fair market value of restricted shares following each annual stockholders meeting |
|                                                   | •  | $35,000 Black-Scholes value of stock options following each annual stockholders meeting   |

**Flight Benefits**

                Benefits described in the Form of Amended and Restated Letter Agreement relating to certain flight benefits between the Company and our non-employee directors for whom weare able to secure such benefits (previously filed).

                Effective September 11, 2008, the following compensation schedule applied to directors who were not employees of the Company:

**Annual Retainers**

The highest applicable annual retainer amount of the amounts set forth below:
| Director                           |              | $36,000 per year |
|------------------------------------|--------------------------------------------------------------------------|------------------|
| Committee Chair (other than Audit) |                                                                     | $45,000 per year |
| Audit Committee Chair              |                                                                     | $49,500 per year |
| Chairman of the Board              |                                                                     | $54,000 per year |

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**Meeting Fees**
| Each board meeting physically attended (Chair)                                   |               | $2,700            |
|----------------------------------------------------------------------------------|--------------------|-------------------|
| Each board meeting physically attended (non-Chair)      |     | $1,800            |
| Each committee meeting physically attended                                       |               | $1,800            |
| Each board or committee meeting, telephonic participation                        |               | $   900 |
| Reimbursement of appropriate out-of-pocket expenses                              |               |              |

**Stock Grants***
|           | •  | $31,500 fair market value of restricted shares upon initial election to Board             |
|--------------------------------------------------------|--------------|-------------------------------------------------------------------------------------------|
|                                                   | •  | $31,500 Black-Scholes value of stock options upon initial election to Board               |
|                                                   | •  | $31,500 fair market value of restricted shares following each annual stockholders meeting |
|                                                   | •  | $31,500 Black-Scholes value of stock options following each annual stockholders meeting   |

**Flight Benefits**

                Benefits described in the Form of Amended and Restated Letter Agreement relating to certain flight benefits between the Company and our non-employee directors for whom weare able to secure such benefits (previously filed).

*   The directors elected not to take the annual stock grants provided for herein during 2008.

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