| Exhibit 10.15(b) |
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AMENDment to

EMPLOYMENT AGREEMENT

**            This Amendment to Employment Agreement** (this“Amendment”) is made by and between **ExpressJet Airlines, Inc.**, a Delaware corporation (“Company”),and**James E. Nides** (“Employee”). 

**W I T N E S S E T H:**

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**            WHEREAS,** Company and Employee and ContinentalAirlines, Inc., a Delaware corporation (“Continental”) previously entered into that certain Employment Agreement, datedas of April 17, 2002 and amended as of April 24, 2002 (the “Agreement”), setting forth the terms of Employee'semployment with Company;

**            WHEREAS,** the parties now desire to modify theAgreement with this Amendment as of the date hereof (the “Effective Date”), provided that the amendment to Section 3.1shall be effective as of April 1, 2005; and

**            WHEREAS,** this Amendment does not affect the rights orduties of Continental, and the approval of Continental is not required with respect to this Amendment;

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**            NOW THEREFORE,** for and in consideration of the mutualpromises, covenants and obligations contained herein, Company and Employee hereby agree as follows:

            1.         DefinedTerms.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in theAgreement.

            2.         Thefollowing new Sections 2.3 and 2.4 are hereby added to the Agreement:

**                       **“2.3**      Company’s Right to Terminate. ** Company, acting pursuant to anexpress resolution of the Board of Directors of Company (the “Board of Directors”), shall have the right to terminateEmployee’s employment under this Agreement at any time for any of the following reasons:

                       (i)         upon Employee’s death;

                       (ii)        upon Employee’s becoming incapacitated for a period of at least 180 days byaccident, sickness or other circumstance which renders him mentally or physically incapable of performing the material duties andservices required of him hereunder on a full-time basis during such period;

                       (iii)       for cause, which for purposes of this Agreement shall mean Employee’s grossnegligence or willful misconduct in the performance of, or Employee’s abuse of alcohol or drugs rendering him unable toperform, the material duties and services required of him pursuant to this Agreement;

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                       (iv)       for Employee’s material breach of any provision of this Agreement which, ifcorrectable, remains uncorrected for 30 days following receipt by Employee of written notice by Company of such breach; or

                       (v)        for any other reason whatsoever, in the sole discretion of the Board ofDirectors.”

            “2.4**     Employee’s Right to Terminate.**  Employee shall have the right to terminate his employment under thisAgreement at any time for any of the following reasons:

                       (i)         the assignment to Employee of duties materially inconsistent with the dutiesassociated with the position described in paragraph 1.2 as such duties are constituted as of the Effective Date;

                       (ii)        a material diminution in nature or scope of Employee’s authority,responsibilities, or title from those applicable to him as of the Effective Date;

                       (iii)       the occurrence of material acts or conduct on the part of Company or Holdings or theirrespective officers or representatives which prevent Employee from performing his duties and responsibilities pursuant to thisAgreement;

                       (iv)       Company or Holdings requiring Employee to be permanently based anywhere outside a majorurban center in Texas; 

                       (v)        the taking of any action by Company or Holdings that would materially adverselyaffect the corporate amenities enjoyed by Employee on the Effective Date;

                       (vi)       a material breach by Company of any provision of this Agreement which, if correctable,remains uncorrected for 30 days following receipt by Company of written notice of such breach by Employee; or

                       (vii)      for any other reason whatsoever, in the sole discretion of Employee.”

            3.         The firstsentence of Section 3.1 of the Agreement is hereby amended and restated in its entirety as follows:

“During the period of this Agreement, Employee shall receive a minimum annual base salary equal to the greater of (i)$193,200.00 or (ii) such amount as Company and Employee mutually may agree upon from time to time.”

            4.         Section4.1 of the Agreement is hereby amended as follows:

                       i.          The phrase “prior to aChange in Control or after the date that is eighteen months after a Change in Control” is hereby inserted after the phrase“Involuntary Termination” in Clause (A) of Section 4.1.

                       ii.          Sub-clauses (iv) and (v) are hereby added to Clause (A) of Section 4.1immediately after Sub-clause (iii) of Clause (A) of Section 4.1 as follows:

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                       “(iv) Company may, in the sole discretion of the Board of Directors or the Human Resources Committee of the Board ofDirectors pay Employee a pro rata target bonus at the same time bonuses are paid to active employees of Company, and (v) Companyshall provide Employee with Outplacement Services (as such term is defined in paragraph 4.4)”

                       iii          Clause (C) is hereby added to Section 4.1 immediately after Clause (B) ofSection 4.1 as follows:

                       “, or (C) if such termination shall constitute an Involuntary Termination or a termination by Employee of Employee’semployment with Company for any reason encompassed by paragraph 2.4 and such termination occurs within eighteen months after aChange in Control, then, subject to the provisions of paragraphs 4.2 and 4.3, (1) Continental and Company shall provide Employeewith Flight Privileges for the remainder of Employee’s lifetime; provided, however, that a termination by Employee ofEmployee’s employment with Company for any reason encompassed by paragraph 2.4 shall not create a duty on the part ofContinental to provide Employee with Flight Privileges, (2) Company shall provide Employee and his eligible dependents withContinuation Coverage (as such term is defined in paragraph 4.4) for the Severance Period (as such term is defined in paragraph4.4), (3) Company shall pay Employee on or before the effective date of such termination a lump-sum cash payment in an amount equalto the sum of (A) a pro rata bonus payment (notwithstanding any contrary provision in Company’s cash bonus program) equal tothe amount of Employee’s annual base salary pursuant to paragraph 3.1 at the rate in effect immediately prior toEmployee’s termination of employment, multiplied by the target rate under Company’s cash bonus program at the rate ineffect for the year of termination, and further multiplied by a fraction, the numerator of which is the number of days which haveelapsed in the calendar year during which the date of termination falls, and the denominator of which is three hundred sixty-five(365), plus (B) two times the Employee’s base salary pursuant to paragraph 3.1 at the rate in effect immediately prior toEmployee’s termination of employment, plus (C) two times the amount of Employee’s annual base salary pursuant toparagraph 3.1 at the rate in effect immediately prior to Employee’s termination of employment, multiplied by the target rateunder Company’s cash bonus program in effect for the year of termination, and (4) Company shall provide Employee withOutplacement Services (as such term is defined in paragraph 4.4).  Notwithstanding anything contained herein, if a Change inControl occurs and Employee’s employment with Company is terminated by reason of an Involuntary Termination prior to the dateof the Change in Control, and if such termination of employment was at the request of a third party who has taken steps reasonablycalculated to effect the Change in Control, then Employee shall, in lieu of the payments and benefits described in paragraph 4.1(A)above, be entitled to the payments and additional benefits described in this paragraph 4.1(C) as if such Involuntary Terminationhad occurred within eighteen months following the Change in Control.”

            5.         The firstsentence and clause (ii) of Section 4.3 of the Agreement are hereby amended and restated in their entirety as follows:

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            “As part of the consideration for the compensation tobe paid under this Agreement, to protect the trade secrets and confidential information of Company and its affiliates that havebeen and will in the future be disclosed or entrusted to Employee, the business opportunities of Company and its affiliates thathave been and will in the future be disclosed or entrusted to Employee, the relationships with customers of Company and itsaffiliates that have been and will in the future be developed in Employee, the special training and knowledge relevant toEmployee’s employment responsibilities and duties, or the business goodwill of Company and its affiliates that has been andwill in the future be developed in Employee, and as an additional incentive for Company to enter into this Agreement, Company andEmployee agree to the post-termination obligations set forth in this Agreement.  All payments and benefits to Employeehereunder shall be subject to Employee’s compliance with the following provisions for two full years after the termination ofEmployee’s employment hereunder:”

                       “(ii)       Employee will not, directly or indirectly for Employee or for others, in anygeographic area or market where Company or any of its affiliates are conducting any business or have during the previous 12 monthsconducted such business:

                       (a)        engage in any Competitive Business (as defined below);

                       (b)        render advice or services to, or otherwise assist, any other person, association, orentity who is engaged, directly or indirectly, in any Competitive Business with respect to such Competitive Business; or

                       (c)        induce any employee of Company or any affiliate of Company to terminate his or heremployment with Company or such affiliate, or hire or assist in the hiring of any such employee by any person, association, orentity not affiliated with Company;”

            6.         Thefollowing new paragraphs are hereby added to Section 4.3 of the Agreement immediately following clause (iv) and immediatelyfollowing the end of Section 4.3, respectively:

            “For purposes of this paragraph 4.3, the term“Competitive Business” shall mean the business of owning, acquiring, establishing, operating, and maintaining aregional airline in the United States.  Notwithstanding the foregoing, the noncompetition obligations set forth in thisparagraph shall not be considered violated if Employee becomes an employee, officer, consultant, advisor, or member of the board ofdirectors of a major, mainline airline; provided however, that, if such airline also engages in a Competitive Business, then thisexception shall apply only if Employee’s primary duties, and the principal portion of Employee’s working time, arerelated to the business of such airline other than the Competitive Business.”

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            “Company and Employee agree that the foregoingrestrictions are reasonable under the circumstances and that any breach of the covenants contained in this paragraph 4.3 wouldcause irreparable injury to Company.  Employee understands that the foregoing restrictions may limit Employee’s abilityto engage in certain businesses anywhere in the United States during the period provided for above, but acknowledges that Employeewill receive sufficiently high remuneration and other benefits under this Agreement to justify such restriction.  Further,Employee acknowledges that his skills are such that he can be gainfully employed in non-competitive employment, and that theagreement not to compete will in no way prevent him from earning a living.  Nevertheless, if any of the aforesaid restrictionsare found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwiseunenforceable, the parties intend for the restrictions therein set forth to be modified by the court making such determination soas to be reasonable and enforceable and, as so modified, to be fully enforced.  By agreeing to this contractual modificationprospectively at this time, Company and Employee intend to make this provision enforceable under the law or laws of all applicablestates so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force andeffect and shall not be rendered void or illegal.  Such modification shall not affect the payments made to Employee under thisAgreement.”

            7.         Thefollowing new Clause (i) of Section 4.4 is hereby added to the Agreement, and former Clauses (i), (ii), (iii) and (iv) of Section4.4 are hereby renumbered as Clauses (ii), (iii), (iv) and (v), respectively:

                       “Change in Control” shall have the meaning assigned to such term in Holdings’ 2002 Stock Incentive Plan as ineffect on the Effective Date;”

            8.         Sub-clause(2) in Clause (ii) of Section 4.4 is hereby amended to delete the phrase “his Involuntary Termination” appearingtherein and to substitute the phrase “the termination of his employment” therefor.

            9.         Clause(iv) of Section 4.4 is hereby amended as follows:

                       i.          The phrase “For the purposes of determining Continental’srights or duties hereunder,” is hereby inserted before the phrase “‘Involuntary Termination’” inClause (iv) of Section 4.4.

                       ii.          The following sentence is hereby added immediately after the firstsentence of Clause (iv) of Section 4.4:

                       “For all other purposes, ‘Involuntary Termination’ shall mean any termination by Company of Employee’semployment with Company for any reason other than those reasons encompassed by paragraphs 2.3(i), (ii), (iii) or (iv).”

            10.       Clause (v) of Section4.4 is hereby amended to delete the phrase “Employee’s Involuntary Termination” appearing therein and tosubstitute the phrase “the termination of Employee’s employment” therefor.

            11.       The following newClause (vi) of Section 4.4 is hereby added to the Agreement, and former Clause (v) of Section 4.4 is hereby renumbered as Clause(vii):

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                       “Outplacement Services” shall mean outplacement services, at Company’s cost and for a period of twelve monthsbeginning on the date of Employee’s termination of employment, to be rendered by an agency selected by Employee and approvedby the Board of Directors or the Human Resources Committee of the Board (with such approval not to be unreasonably withheld);and”

            12.       Clause (vii) ofSection 4.4 of the Agreement is hereby amended and restated in its entirety as follows:

                       “Severance Period” shall mean the period commencing on the date of Employee’s termination of employment andcontinuing for twenty-four months.”

            13.       The following newSections 4.5 and 4.6 are hereby added to the Agreement:

            “4.5      Payment ObligationsAbsolute**.**    Company’s obligation to pay Employee the amounts and to make the arrangements provided in thisArticle IV shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, anyset-off, counterclaim, recoupment, defense or other right which Company (including its subsidiaries and affiliates) may haveagainst him or anyone else.  All amounts payable by Company shall be paid without notice or demand.  Employee shall notbe obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this ArticleIV, and, except as provided in paragraph 4.4 with respect to Continuation Coverage, the obtaining of any such other employment (orthe engagement in any endeavor as an independent contractor, sole proprietor, partner, joint venturer, or otherwise) shall in noevent effect any reduction of Company’s obligations to make (or cause to be made) the payments and arrangements required tobe made under this Article IV.”

            “4.6      Code Section 280GProvisions**.**  Notwithstanding any other provision of this Agreement, if by reason of Section 280G of the InternalRevenue Code of 1986, as amended (the “Code”) any payment or benefit received or to be received by Employee inconnection with a Change in Control or the termination of Employee’s employment (whether payable pursuant to the terms ofthis Agreement (“Contract Payments”) or any other plan, arrangements or agreement with Company or an Affiliate (asdefined below) (collectively with the Contract Payments, “Total Payments”)) would not be deductible (in whole or part)by Company, an Affiliate or other person making such payment or providing such benefit, then the Contract Payments shall be reduced(to zero if necessary) until no portion of the Total Payments is not deductible by reason of Section 280G of the Code; provided,however, that no such reduction shall be made unless the net after-tax benefit received by Employee shall after such reductionwould exceed the net after-tax benefit received by Employee if no such reduction was made and provided that if any reduction isrequired, Employee shall have the right to determine which of the Contract Payments shall be reduced.  The foregoingdetermination and all determinations under this Section 4.6 shall be made by the Accountants (as defined below).  For purposesof this section, "net after-tax benefit" shall mean (i) the Total Payments that would constitute "parachute payments" within themeaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes payable with respect to suchpayments calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Employee (basedon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less(iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of theCode.  For

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purposes of the foregoing determinations, (a) no portion of the Total Payments the receipt or enjoyment of which Employee shallhave effectively waived in writing prior to the date of payment of the Severance Payment shall be taken into account; (b) noportion of the Total Payments shall be taken into account which in the opinion of the Accountants does not constitute a“parachute payment” within the meaning of Section 280G(b)(2) of the Code (without regard to subsection (A)(ii)thereof); (c) the Contract Payments shall be reduced only to the extent necessary so that the Total Payments in their entiretyconstitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code, in theopinion of the Accountants;  and (d) the value of any non-cash benefit or any deferred payment or benefit included in theTotal Payments shall be determined by the Accountants in accordance with the principles of Sections 280G(d)(3) and (4) of theCode.  For purposes of this Section 4.6, the term “Affiliate” means Company’s successors, any person whoseactions result in a Change in Control or any corporation affiliated (or which, as a result of the completion of the transactionscausing a Change in Control shall become affiliated) with Company within the meaning of Section 1504 of the Code and“Accountants” shall mean Company’s independent certified public accountants serving immediately prior to theChange in Control, unless the Accountants are also serving as accountant or auditor for the individual, entity or group effectingthe Change in Control, in which case Company shall appoint another nationally recognized public accounting firm to make thedeterminations required hereunder (which accounting firm shall then be referred to as the Accountants hereunder).  Forpurposes of making the determinations and calculations required herein, the Accountants may make reasonable assumptions andapproximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application ofSections 280G and 4999 of the Code, provided that the Accountant's determinations must be made on the basis of  "substantialauthority" (within the meaning of Section 6662 of the Code).  All fees and expenses of the Accountants shall be borne solelyby Company.”

            14.       ContinuingEffectiveness of Agreement.  Except as expressly provided herein to the contrary, the Agreement shall remain unaffectedand shall continue in full force and effect after the date hereof.  No provision of this Amendment is intended to or shall beinterpreted to affect the rights or duties of Continental.

            15.      Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separatecounterparts (including counterparts delivered by telecopy), and all of said counterparts taken together shall be deemed toconstitute one and the same instrument.  Any such counterpart delivered by telecopy shall be effective as an original for allpurposes. 

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            IN WITNESS WHEREOF, the parties hereto have executed thisAmendment as of the 14th day of March, 2005, to be effective as of the Effective Date, provided that the amendment to Section 3.1shall be effective as of April 1, 2005.

ExpressJet Airlines, Inc.

By:                                                                  

James B. Ream

President and

Chief Executive Officer

 

“Employee”

___________________________________

James E. Nides

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