| Exhibit 10.8(e) |
|-----------------|

**EXPRESSJET HOLDINGS, INC.2007 LONG TERM INCENTIVE PROGRAM**

            The Human Resources Committee of the Board of Directors ofExpressJet Holdings, Inc. (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2007Long Term Incentive Program (the “Program”).

**1.         PURPOSE OF THE PROGRAM**

            1.1       The purpose of theProgram is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees,consultants and/or advisors of the Company and its Subsidiaries who are expected to contribute to the Company’s success, andto achieve long-term objectives that will inure to the benefit of all stockholders of the Company through the additional incentivesinherent in the Awards hereunder.   The Program and Awards hereunder are adopted under, and shall be subject to the terms of,the 2007 Stock Incentive Plan (the “Plan”), including the limitations on the maximum value of Awards containedtherein.  All capitalized terms that are not otherwise defined herein shall have the meaning established in the Plan.

**2.         DEFINITIONS**

            2.1       “*AggregatePayout Percentage*” shall mean the level attained with respect to the Company’s Total Stockholder Return and MarketValue per Share as determined by reference to Section 6.1.

            2.2       “*AggregatePayout Value*” shall mean the total dollar amount to be distributed to Participants as determined by the Aggregate PayoutPercentage attained at the end of the Performance Period multiplied by EBITDA.

            2.3      “*Award*” means a Participant’s opportunity to earn an Individual Payout Amount for the Performance Periodupon satisfaction of the terms and conditions of the Program.  Awards hereunder shall constitute Performance Awards under thePlan and are denominated in Performance Units.

            2.4      “*Cause*” shall mean the occurrence of any one or more of the following: (a) Participant’s willful andcontinued failure to attempt in good faith to perform the duties of his position (other than as a result of incapacity due tophysical or mental illness or injury; (b) Participant’s material gross negligence or willful malfeasance in the performanceof Participant’s duties; (c) with respect to the Company, Participant’s commission of an act constituting fraud,embezzlement, or any other act constituting a felony; or (d)  Participant’s commission of any act constituting a felony(other than a speeding violation or by virtue of vicarious liability) which has or is likely to have a material adverse economic orreputational impact on the Company.

            2.5      “*Disability*” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reasonof any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last fora continued period of not less than 12 months, or (ii) receiving income replacement benefits for a period of not less than threemonths under a Company accident and health plan on account of disability.  The Committee shall determine whether thecircumstances presented by the Participant constitute a Disability. 

----

            2.6      “*EBITDA*” means the aggregate earnings of the Company and its Subsidiaries during the Performance Period,determined prior to the charges, costs, and expenses associated with interest, income taxes, depreciation, and amortization. EBITDA shall be determined based on the regularly prepared and publicly available statements of operations of the Company preparedin accordance with GAAP (and if necessary to determine certain items, based on Form 41 data filed by such company with theDepartment of Transportation); provided, however, that EBITDA shall be adjusted to exclude (i) write-offs of assets(including aircraft and associated parts), (ii) one-time gains or losses from the disposal of assets, (iii) any other item of gain,loss, or expense determined to be extraordinary or unusual in nature or infrequent in occurrence, and (iv) the Aggregate PayoutValue earned during the Performance Period, in each case under clauses (i), (ii) and (iii) as determined by the Committee inaccordance with GAAP.  

            2.7      “*GAAP*” means United States generally accepted accounting principles, consistently applied.

            2.8       “*GoodReason*” shall mean the occurrence of any one or more of the following: (a) a material reduction in theParticipant’s base salary; (b) a material reduction in benefits without substitution of benefits that are substantiallycomparable in the aggregate or that is not applicable to employees generally; (c) any change in the Participant’s duties orresponsibilities that results in the Participant not having duties and responsibilities substantially equivalent to or greater thanthose the Participant had immediately prior to such change; or (d) the permanent relocation of a Participant’s principalplace of employment with the Company to a location that is more than 40 miles from such Participant’s prior principal placeof employment.  However, any change in the Participant’s duties and responsibilities that is required by applicable lawor governmental regulation shall not constitute Good Reason.   

            2.9       “*IndividualPayout Amount*” shall mean the amount a Participant will receive in cash at the end of the Performance Period equal to theproduct of (1) EBITDA; (2) the Aggregate Payout Percentage achieved; and (3) the Participant’s Payout Percentage.

            2.10     “*IndustryGroup*” means, with respect to the Performance Period, the companies determined in accordance with the provisions ofSection 5 for the Performance Period.

            2.11     “*Market Value perShare*” means the average closing sales price of shares of a company for the 20 trading days immediately preceding therelevant measurement date in the principal securities market in which such shares are then traded.

            2.12     “*OverallRanking*” shall mean the level achieved, if any, of Number 1 Ranking, Number 2 Ranking, Number 3 Ranking or Number 4Ranking with respect to the Performance Matrix in Section 6.1.

            2.13     “*Number 1Ranking*” shall mean the Company achieved a Total Stockholder Return higher than all other companies in the Industry Groupfor the Performance Period.

            2.14     “*Number 2Ranking*” shall mean that the Company achieved a Total Stockholder Return higher than all but one company in the IndustryGroup for the Performance Period. 

            2.15     “*Number 3Ranking*” shall mean that the Company achieved a Total Stockholder Return higher than all but two companies in theIndustry Group for the Performance Period.

----

            2.16     “*Number 4Ranking*” shall mean that the Company achieved a Total Stockholder Return higher than all but three companies in theIndustry Group for the Performance Period.

            2.17     “*Participant*”shall mean an Employee who is selected by the Committee to receive an Award under the Program.

            2.18     “*PayoutPercentage*” shall mean that percentage of Performance Units held by a Participant determined with respect to the totalnumber of Performance Units outstanding under the Program at the end of the Performance Period.

            2.19     “*PerformanceMatrix*” shall mean the table in Section 6.1 providing the range of percentages used to determine the Aggregate PayoutPercentage attained for the Performance Period by reference to the Overall Ranking and the Company’s Market Value perShare.

            2.20     “*PerformancePeriod*” shall mean the thirty-six month period commencing January 1, 2008 and concluding December 31, 2010.

            2.21     “*PerformanceUnit*” shall mean those units of measurement used to determine the value of Awards granted under the Program and used withrespect to the Aggregate Payout Value to determine a Participant’s payout at the end of the Performance Period.

            2.22     “*Total StockholderReturn*” shall mean the percentage change in the value of a company’s Market Value per Share for the PerformancePeriod determined by taking the sum of (1) the change in share price and (2) the reinvestment on a quarterly basis of any dividendspaid on such shares.   

**3.         PERFORMANCE UNITS SUBJECT TO****THE PROGRAM**

**

*           * 3.1*       Number ofPerformance Units*.

                       (a)        A total of 5,333,169 Performance Units shall be authorized for issuance under theProgram.

                       (b)        If any Performance Units subject to an Award are forfeited, expire or otherwiseterminate without payment, such Performance Units shall, to the extent of such forfeiture, expiration or termination, again beavailable for issuance under the Program.

**4.         ELIGIBILITY AND ADMINISTRATION**

**

            4.1      *Eligibility*.  Any Employee shall be eligible to be selected as a Participant.

**

*           * 4.2       *AwardNotices*.  The Company shall provide an Award Notice to each Participant with respect to the Performance Period within 30days after such Employee becomes such a Participant; provided, however, Participants designated on or prior to theeffective date of the Performance Period shall be provided Award Notices on or before March 31, 2008.  Each Award Notice shallspecify (a) the Performance Period, (b) the potential Aggregate Payout Percentages applicable to such Award, (c) theParticipant’s total number of Performance Units and (4) the percentage of Performance Units represented by such Award at thedate of the grant. 

----

*           * 4.3*      Administration*.

                       (a)        The Program shall be administered by the Committee.  The Committee shall havefull power and authority, subject to the provisions of the Program and subject to such orders or resolutions not inconsistent withthe provisions of the Program as may from time to time be adopted by the Board, to: (i) select the Employees to whom Awardsmay from time to time be granted hereunder; (ii) determine the number of Performance Units to be covered by each Award grantedhereunder; (iii) interpret and administer the Program and any instrument or agreement entered into under or in connection withthe Program, including any Award Agreement; (iv) correct any defect, supply any omission or reconcile any inconsistency in theProgram or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect;(v) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration ofthe Program; (vi) make determinations as to EBITDA, the Company’s Market Value per Share, the Company’s TotalStockholder Return, and the Total Stockholder Return for each company in the Industry Group; (vii) make determinations as to which,if any, Aggregate Payout Percentage for the Performance Period was satisfied; (viii) to certify in writing, prior to the payment ofany amount under the Program, the Aggregate Payout Percentage, the Company’s Total Stockholder Return, the Company’sOverall Ranking and EBITDA; (ix) to determine whether to cancel and replace Awards; and (x) make any other determination andtake any other action that the Committee deems necessary or desirable for administration of the Program. 

                       (b)        Decisions of the Committee shall be final, conclusive and binding on all persons orentities, including the Company, any Participant, and any Subsidiary.  A majority of the members of the Committee maydetermine its actions, including fixing the time and place of its meetings.

**5.         INDUSTRY GROUP**

**

*           * 5.1       *InitialDesignation*.  The Industry Group shall consist of AirTran Holdings, Inc., Alaska Air Group, Inc., Frontier AirlinesHoldings, Inc., JetBlue Airways Corp., Mesa Air Group, Inc., Pinnacle Airlines Corp., Republic Airways Holdings Corp., SkyWest,Inc., Southwest Airlines Co. and US Airways Group, Inc.; provided, however, that (a) within 90 days after thebeginning of the Performance Period, the Committee may in its discretion add any United States certificated scheduled air carrierto, or remove any such company from, the Industry Group for the Performance Period and (b) the Industry Group for the PerformancePeriod shall be subject to adjustment as provided in Section 5.2.

----

            5.2*       Adjustments to theIndustry Group During a Performance Period*.  Except as provided in clause (a) of the proviso to Section 5.1, nocompany shall be added to, or removed from, the Industry Group during the Performance Period; provided, however, thata company shall be removed from the Industry Group for the Performance Period if (a) during such period, (i) such company ceases tomaintain publicly available statements of operations prepared in accordance with GAAP, (ii) such company is not the survivingentity in any merger, consolidation, or other reorganization (or survives only as a subsidiary of an entity other than a previouslywholly owned subsidiary of such company), (iii) such company sells, leases, or exchanges all or substantially all of its assets toany other person or entity (other than a previously wholly owned subsidiary of such company), or (iv) such company is dissolved andliquidated, or (b) more than 20% of such company’s revenues (determined on a consolidated basis based on the regularlyprepared and publicly available statements of operations of such company prepared in accordance with GAAP) for any fiscal year ofsuch company that ends during such Performance Period are attributable to the operation of businesses other than suchcompany’s airline business and such company does not provide publicly available statements of operations with respect to itsairline business that are separate from the statements of operations provided with respect to its other businesses.

**6.         AWARD PAYMENTS**

**

*           * 6.1      *Determinations and Certification by the Committee*.  As soon as administratively feasible after the end of thePerformance Period, the Committee shall determine (a) the Total Stockholder Return for each company in the Industry Group, (b) theTotal Stockholder Return for the Company, (c) whether the Company achieved a Number 1 Ranking, a Number 2 Ranking, a Number 3Ranking or a Number 4 Ranking for the Performance Period, and (d) the Company’s Market Value per Share.  The Committeewill then apply such determinations of Overall Ranking and the Company’s Market Value per Share to the Performance Matrix anddetermine the Aggregate Payout Percentage for the Performance Period.  Finally, the Committee will determine the AggregatePayout Value by taking the product of (1) the Aggregate Payout Percentage and (2) EBITDA.  All determinations under thisSection 6.1 shall be certified by the Committee in writing and delivered to the Secretary of the Company.  For purposes of thepreceding sentence, approved minutes of the Committee meeting in which the certification is made shall be treated as a writtencertification.

**PERFORMANCE MATRIX**

| Company’s Market Value per Share |                  | Rank of Total Stockholder Return Compared to Industry Group |        |
|----------------------------------------|------------------|-------------------------------------------------------------|--------|
|                                        | **  ** | **1**                                                       | **2**  | **3** | **4** |  |
| **$14**                                |                  | 22.50%                                                      | 15.00% | 11.25% | 7.50% |  |
| **$13**                                |                  | 21.75%                                                      | 14.50% | 10.88% | 7.25% |  |
| **$12**                                |                  | 21.00%                                                      | 14.00% | 10.50% | 7.00% |  |
| **$11**                                |                  | 20.25%                                                      | 13.50% | 10.13% | 6.75% |  |
| **$10**                                |                  | 19.50%                                                      | 13.00% | 9.75% | 6.50% |  |
| **$9**                                 |                  | 18.75%                                                      | 12.50% | 9.38% | 6.25% |  |
| **$8**                                 |                  | 18.00%                                                      | 12.00% | 9.00% | 6.00% |  |
| **$7**                                 |                  | 17.25%                                                      | 11.50% | 8.63% | 5.75% |  |
| **$6**                                 |                  | 16.50%                                                      | 11.00% | 8.25% | 5.50% |  |
| **$5**                                 |                  | 15.75%                                                      | 10.50% | 7.88% | 5.25% |  |
| **$4**                                 |                  | 15.00%                                                      | 10.00% | 7.50% | 5.00% |  |
| **$2.66**                              |                  | 14.25%                                                      | 9.50%  | 7.13% | 4.75% |  |

----

*           * 6.2       *Eligibilityfor Payment and Calculation of Awards*.  Upon the Committee’s written certification in accordance withSection 6.1 that an Aggregate Payout Percentage has been attained based on the Performance Matrix and any other material termsrelating to the payment of an Award have been satisfied, each Participant who has received an Award with respect to the PerformancePeriod and who has remained continuously employed by the Company from the date he or she received such Award until the last day ofthe Performance Period shall be entitled to receive his or her Individual Payout Amount.  Except as provided inSection 6.3, Section 6.4 and Section 6.5, if a Participant’s employment with the Company terminates for any reasonwhatsoever prior to the last day of the Performance Period, then such Participant shall not be entitled to receive any paymentunder the Program with respect to his or her Award, unless otherwise determined by the Committee.  Payment of the amount towhich a Participant becomes entitled pursuant to this Section 6.2 shall be made by the Company within five business days afterthe Committee’s written certification of the satisfaction of an Aggregate Payout Percentage.

**

*           * 6.3       *Death orDisability*.  Except as provided in Section 6.4, if during the Performance Period a Participant dies or suffers aDisability, then such Participant or his or her estate will continue to hold such Performance Units and shall receive theappropriate Individual Payout Amount at the conclusion of the Performance Period in accordance with Section 6.1.

*           *6.4       *Change in Control*.  In the event of a Change in Control of the Company duringthe Performance Period, the Performance Period shall end on the date such Change in Control is consummated and all payouts will bedistributed to Participants in accordance with Section 6.6.  In the event of a Change in Control during the PerformancePeriod, the EBITDA used for purposes of calculating the Aggregate Payout Value for the Performance Period shall equal the sum of(i) the EBITDA for any fiscal year in the Performance Period that has been completed, and (ii) the budgeted EBITDA for the Companyfor the fiscal year in which the Change in Control is consummated.  In the event of a Change in Control, both Market Value perShare and Total Stockholder Return for the Company and each company included in the Industry Group will be determined using thedate such Change in Control is consummated as the final day of the Performance Period.     

**

*           * 6.5       *Terminationof Employment*.  Upon termination without Cause or termination by the Participant for Good Reason, the Participant willvest in the award on a pro-rata basis from the beginning of the Performance Period through the termination date based onperformance through the end of the Performance Period. 

**

*           * 6.6       *Payment ofAwards*.  All payments to be made under the Program to a Participant with respect to an Award shall be paid in a singlelump sum payment (unless otherwise specified in an Award Notice), which payment shall be in cash.  Payments made pursuant toany Award, if any, shall be made as soon as reasonably practicable after the conclusion of the Performance Period, but in no eventshall such payment be made later than seventy-five days following the completion of the Performance Period. 

----

**7.         MISCELLANEOUS**

**

*           * 7.1.      *Amendment andTermination of the Program*.  The Committee may, from time to time, alter, amend, suspend or terminate the Program as itshall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules andregulations of the principal securities market on which the Shares are traded; provided that the Committee may not amend theProgram in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act.  In addition, no amendments to,or termination of, the Program shall in any way impair the rights of a Participant under any Award previously granted without suchParticipant’s consent.

**

*           * 7.2*      Construction*.  As used in the Program, the words “*include*” and“*including*,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemedto be followed by the words “*without limitation*.” 

**

*           * 7.3       *EffectiveDate of Program; Termination of Program*.  The Program shall be effective on the date of the approval of the Program by theCommittee.  Awards may be granted under the Program at any time and from time to time prior to end of the Performance Period,on which date the Program will expire and all Awards outstanding under the Program will be determined pursuant to Section 6 of theProgram.   

**

*           * 7.4      *Captions*.  The captions in the Program are for convenience of reference only, and are not intended to narrow, limit oraffect the substance or interpretation of the provisions contained herein.

----