|  |  | Exhibit 10.15 |
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**EMPLOYMENT AGREEMENT**

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                       THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between EXPRESSJET HOLDINGS, INC., a Delaware corporation(“Company”), and Scott R. Peterson (“Executive”). 

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

            WHEREAS, Company is desirous of employing Executive as anemployee on the terms and conditions, and for the consideration, hereinafter set forth and Executive is desirous of being employedby Company on such terms and conditions and for such consideration;

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

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**ARTICLE I:  EMPLOYMENT AND DUTIES**

            Section 1.1      Employment; Effective Date.  Beginning as of October 16, 2003 (the “Effective Date”), Company agrees toemploy Executive and Executive agrees to be employed by Company, at will of both Company and Executive, subject to the terms andconditions of this Agreement.

            Section 1.2      Position.  From and after the Effective Date, Executive shall be employed in the position of Vice President, GeneralCounsel and Secretary of Company and ExpressJet Airlines, Inc. and/or any successor to substantially all of the assets ofExpressJet Airlines, Inc. (ExpressJet Airlines, Inc. and any such successor shall be collectively referred to herein as“ExpressJet”), or Company shall employ, or cause a subsidiary of Company to employ, Executive in such other position orpositions as the parties may mutually agree.

            Section 1.3       Duties andServices.  Executive agrees to serve in the positions referred to in paragraph 1.2 and to perform diligently and to thebest of his abilities the duties and services appertaining to such offices as determined by Company or ExpressJet, as applicable,as well as such additional duties and services which Executive from time to time may be reasonably directed to perform by Companyor ExpressJet, as applicable.

**ARTICLE II:  AT-WILL EMPLOYMENT RELATIONSHIP**

            Section 1.4       EmploymentAt-Will.  The employment relationship between Executive and Company is at-will.  Each of Executive and Company shallhave the right to terminate the employment relationship at any time and for any reason whatsoever, with or without cause, andwithout any liability or obligation except as may be expressly provided in this Agreement.

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            Section 1.5       Notice ofTermination.  If Company or Executive desires to terminate Executive’s employment hereunder, it or he shall do so bygiving written notice to the other party that it or he has elected to terminate Executive’s employment hereunder and statingthe effective date and reason for such termination, provided that no such action shall alter or amend any other provisions hereofor rights arising hereunder.

**ARTICLE III:  COMPENSATION AND BENEFITS**

            Section 1.1       BaseSalary.  During the period of this Agreement, Executive shall receive a minimum annual base salary equal to the greater of(i) $180,000.00 or (ii) such amount as Company and Executive mutually may agree upon from time to time.  Executive’sannual base salary shall be paid in equal installments in accordance with Company’s standard policy regarding payment ofcompensation to executives but no less frequently than semi-monthly.

            Section 1.2       BonusPrograms.  Executive shall participate in each cash bonus program maintained by Company or ExpressJet on and after theEffective Date (including without limitation any such program maintained for the year during which the Effective Date occurs) at alevel which is not less than the participation level made available to similarly situated employees of the Company.

            Section 1.3       OtherCompany Benefits.  Executive shall be entitled to no less than four weeks of vacation benefits annually.  During hisemployment hereunder, Executive and, to the extent applicable, Executive’s family, dependents and beneficiaries, shall beallowed to participate in all benefits, plans, and programs, including improvements or modifications of the same, which are now, ormay hereafter be, available to similarly situated employees of Company or ExpressJet.  Such benefits, plans and programs mayinclude, without limitation, profit sharing plan, thrift plan, annual physical examinations, health insurance or health care plan,life insurance, disability insurance, pension plan, pass privileges on Continental Airlines, Inc. (“Continental”) orExpressJet flights, flight privileges and the like.  Company shall not, however, by reason of this paragraph be obligated toinstitute, maintain, or refrain from changing, amending or discontinuing, any such benefit plan or program, so long as such changesare similarly applicable to similarly situated employees generally; provided, however, that Company shall not change, amend ordiscontinue Executive’s Flight Privileges (as defined below) without his prior written consent.  Under theCompany’s 2002 Stock Incentive Plan, Executive will receive an initial grant of options for 60,000 shares of common stock ofCompany’s common stock with an exercise price equal to the Market Value per Share (as defined in such plan on the date ofsuch initial grant). The options will vest in fourths annually beginning on the first anniversary of the date of grant. Executive will also be eligible for additional grants in accordance with Company policy and Executive’s position within theCompany.  For all purposes, including without limitation compensation, benefits and perquisites, Executive shall be givencredit for all time spent in the employment of Continental.  To the extent that such credit is not permitted by law withrespect to any benefit plan, additional credit, benefits and/or compensation shall be granted outside such plan in order to providea benefit that places Executive in substantially the same economic position.

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**ARTICLE IV:  EFFECT OF TERMINATION**

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            Section 1.4       Effect onCompensation.  Upon termination of the employment relationship by either Executive or Company, regardless of the reasontherefore, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of hisemployment, except that (A) if such termination shall constitute an Involuntary Termination (as such term is defined in paragraph4.4), then, subject to the provisions of paragraphs 4.2 and 4.3, (i) Company shall provide Executive with Flight Privileges (assuch term is defined in paragraph 4.4) for the remainder of Executive’s lifetime, (ii) Company shall provide Executive andhis eligible dependents with Continuation Coverage (as such term is defined in paragraph 4.4) for the Severance Period (as suchterm is defined in paragraph 4.4), and (iii)  Company shall pay Executive the Monthly Severance Amount (as such term isdefined in paragraph 4.4) each month during the Severance Period, or (B) if such termination is a result of Executive’sretirement under Company’s retirement policy or program generally applicable to similarly situated employees**ofCompany, then Company shall, subject to the provisions of paragraph 4.3, provide Executive with Flight Privileges for the remainderof Executive’s lifetime.  No remuneration or wages earned by Executive during or with respect to the Severance Period(whether earned as an employee, independent contractor, sole proprietor, joint venturer, or otherwise) shall reduce Company’sobligation to pay the Monthly Severance Amount each month during the Severance Period.  Company may set off any amounts owedby Executive to Company or any of its affiliates against any obligation to pay the Monthly Severance Amount.

            Section 1.5       LiquidatedDamages.  In light of the difficulties in estimating the damages to Executive in the event Executive’s employment issubject to an Involuntary Termination, Company and Executive hereby agree (for themselves and for the express and directlyenforceable benefit of Company’s affiliates) that the payments and benefits, if any, to be received by Executive pursuant toparagraph 4.1 shall be received by Executive as liquidated damages.  Payment of the compensation and benefits to Executivepursuant to paragraph 4.1 shall be offset against any amounts to which Executive may otherwise be entitled under any and allseverance plans and policies maintained by Company or its affiliates.

            Section 1.6       CertainPost-Termination Obligations.  All payments and benefits to Executive hereunder shall be subject to Executive’scompliance with the following provisions for one full year after the termination of Executive’s employment hereunder:

            (i)         Executiveshall, upon reasonable notice, furnish such information and proper assistance to Company and its affiliates  as may reasonablybe required in connection with any litigation in which it or any of its affiliates  is, or may become, a party;

            (ii)        Executiveshall not discuss with any other employee of Company or an affiliate of Company the formation or operations of any businessintended to compete with Company or its affiliates, and will not solicit or cause to be solicited any employee of Company or itsaffiliates to leave the employ of Company or its affiliates;

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                       (iii)       any public statements made by Executive concerning Company or its affiliates , or theirofficers, directors, or employees shall be submitted in writing for prior approval by Company’s * * publicrelations and legal departments, and Executive shall not make any such public statements which are not so approved; and

            (iv)       upon termination ofemployment, Executive shall (a) promptly return to Company all property (including all keys, passes, credit cards, documents,memoranda and computer hardware and software) of Company or any of its affiliates or Continental then in his possession or control,and (b) in the same manner as if he were still employed by Company, hold in confidence, and not disclose to any person, allbusiness plans, trade secrets, and confidential or proprietary information of Company or any of its affiliates, and shall not useany such plans, secrets or information in a manner which is detrimental to Company or its affiliates.

            If Executive fails to comply with the above obligations,Company may cease making any and all payments hereunder, and Company and Company’s affiliates may cease extending benefits toExecutive and may recover by appropriate action instituted in any court of competent jurisdiction any severance paymentstheretofore paid to Executive.  Executive agrees that the obligations of Executive contained in this paragraph 4.3 are inaddition to any rights Company or Company’s affiliates may have in law or at equity, and that it is not possible to measurein money the damages which may be suffered by Company or Company’s affiliates if Executive breaches any of the provisions ofthis paragraph 4.3.  Therefore, if Executive breaches any of the provisions of this paragraph 4.3, each of Company andCompany’s affiliates  shall be entitled to an injunction restraining Executive from violating such provisions.  IfCompany or any affiliate of Company shall institute any action or proceeding to enforce any such obligations, Executive herebyirrevocably waives the claim or defense that Company or an affiliate of Company * * has an adequate remedy at law andagrees not to assert in any such action or proceeding such claim or defense.  The foregoing shall not prejudiceCompany’s or any of its affiliates’ **right to require Executive to account for and pay over to Company or aCompany affiliate, and Executive agrees to account for and pay over, the compensation, profits, monies, accruals and other benefitsderived or received by Executive as a result of any transaction or occurrence constituting a breach of this paragraph 4.3. The duration of the obligations of Executive under this paragraph 4.3 shall be extended by and for the term of any period duringwhich Executive is in breach of this paragraph 4.3.

            Section 1.7       CertainDefinitions and Additional Terms.  As used herein, the following capitalized terms shall have the meanings assignedbelow:

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            (i)        “Continuation Coverage” shall mean the continued coverage of Executive and his eligible dependents under the welfarebenefit plans available to similarly situated employees of Company who have not terminated employment (or the provision ofequivalent benefits), including, without limitation, medical, health, dental, life insurance, disability, vision care, accidentaldeath and dismemberment, and prescription drug, at no greater cost to Executive than that applicable to a similarly situatedCompany employee who has not terminated employment; provided, however, that (1) subject to clause (2) below, the coverage under aparticular welfare benefit plan (or the receipt of equivalent benefits) shall terminate upon Executive’s receipt ofcomparable benefits from a subsequent employer and (2) if Executive (and/or his eligible dependents) would have been entitled toretiree coverage under a particular welfare benefit plan had he voluntarily retired on the date of his Involuntary Termination,then such coverage shall be continued as provided in such plan upon the expiration of the Severance Period.  Notwithstandingany provision in this Article IV to the contrary, to the extent permitted by applicable law, Executive’s entitlement to anybenefit continuation pursuant to Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as amended, shallcommence at the end of the period of, and shall not be reduced by the provision of, any applicable Continuation Coverage;

            (ii)        “FlightPrivileges” shall mean flight privileges on each airline operated by Company, Continental or any of their respectiveaffiliates or any successor or successors thereto (the “System”), consisting of space available flight passes forExecutive and Executive’s eligible family members (as such eligibility was in effect on April 17, 2002), a Universal AirTravel Plan (UATP) card (or, in the event of discontinuance of the UATP program, a similar charge card permitting the purchase ofair travel through direct billing to Company, Continental, ExpressJet or any successor or successors thereto (a “SimilarCard”)) in Executive’s name for charging on an annual basis up to the applicable Annual Travel Limit (as hereinafterdefined) with respect to such year in value (valued identically to the calculation of imputed income resulting from such flightprivileges described below) of flights (in any fare class) on the System for Executive, Executive’s spouse, Executive’sfamily and significant others as determined by Executive, and payment by Company to Executive (while an officer of Company) of anannual amount (not to exceed in any year the Annual Gross Up Limit (as hereinafter defined) with respect to such year) sufficientto pay, on an after-tax basis (i.e., after the payment by Executive of all taxes on such amount), the U.S. federal, state and localincome taxes on imputed income resulting from such flights (such imputed income to be calculated during the term of such FlightPrivileges at the lowest published or unpublished fare (i.e., 21-day advance purchase coach fare, lowest negotiated consolidatornet fare, or other lowest available fare) for the applicable itinerary (or similar flights on or around the date of such flight),regardless of the actual fare class booked or flown, or as otherwise required by law), or such other valuation methodology as maybe adopted by Company or Continental **with respect to their valuation of UATP benefits generally or resulting from any otherflight privileges extended to Executive as a result of Executive’s service as an executive of Company; provided, however,that the term “Flight Privileges” shall not include (A) space-available flight passes on Continental or any airlineoperated by

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Continental or any successor or successors thereto after the first to occur of (1) the date Executive’s employment withCompany and its affiliates terminates for any reason whatsoever or (2) the  Exclusivity Ending Date (as such term is definedin that certain Employee Benefits Separation Agreement by and among Continental, Company, ExpressJet Airlines, Inc. and XJTHoldings, Inc. dated as of April 17, 2002), or (B) a UATP card (or Similar Card) issued by or used to charge flights on Continentalor any airline operated by Continental or any successor or successors thereto after the first to occur of (1) the dateExecutive’s employment with Company and its affiliates terminates for any reason whatsoever or (2) the last day of theCapacity Purchase Period (as such term is defined in such Employee Benefits Separation Agreement);

                          (iii)    “Involuntary Termination” shall mean any termination of Executive’s

employment with Company which does not result from Executive’s (A) resignation, (B) death, (C) gross negligence or willfulmisconduct in performance of the duties and services required of Executive pursuant to this Agreement, or failure to performExecutive’s duties hereunder after written notice of such failure has been delivered by Company to Executive and Executivehas not cured such failure within 10 days of receipt of such notice, (D) breach of any provision of this Agreement, (E) becomingincapacitated by accident, sickness or other circumstance which renders Executive mentally or physically incapable of performingthe duties and services required of Executive hereunder on a full-time basis for a period of at least 90 days, (F) drug or alcoholabuse by Executive which materially adversely affects Executive’s ability to perform his duties hereunder, or (G) retirementunder the retirement policy or program generally applicable to similarly situated employees of Company; provided, however, that an“Involuntary Termination” shall include a resignation by Executive of his employment with Company if such resignationoccurs within 60 days after Executive receives notice that Company or ExpressJet is requiring Executive to relocate his principalplace of employment to a location that is more than 50 miles outside of the Houston, Texas metropolitan area;

            (iv)       “MonthlySeverance Amount” shall mean an amount equal to one-twelfth of Executive’s annual base salary pursuant to paragraph 3.1in effect immediately prior to Executive’s Involuntary Termination; and

            (v)       “Severance Period” shall mean the period commencing on the date of Executive’s Involuntary Termination andcontinuing for 18 months.

            As used for purposes of Flight Privileges, with respect toany year, “Annual Travel Limit” shall mean an amount (initially $18,750), which amount shall be adjusted  (i)annually to add thereto any portion of such amount unused since the end of the year 2004, and (ii) after the adjustment describedin clause (i) above, automatically upon any change in the valuation methodology for imputed income from flights (as compared withthe valuation methodology for imputed income from flights used by Continental as of April 17, 2002), so as to preserve the benefitof $18,750 annually (adjusted in accordance with clause (i) above) of flights relative to the valuations resulting from thevaluation methodology used by Continental as of April 17, 2002 (e.g., if a change in the valuation methodology results, on average,in such flights being

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valued 15% higher than the valuation that would result using the valuation methodology used by Continental as of April 17, 2002,then the Annual Travel Limit would be increased by 15% to $21,563, assuming no other adjustments pursuant to clause (i)above).  In determining any adjustment pursuant to clause (ii) above, Company shall be entitled to rely on a good faithcalculation performed by its independent auditors based on a statistically significant random sampling of flight valuationscompared with the applicable prior valuations of identical flights, which calculation (and the basis for any adjustments pursuantto clause (i) above) will be provided to Executive upon request.  Company will promptly notify Executive in writing of anyadjustments to the Annual Travel Limit described in this paragraph.

            As used for purposes of Flight Privileges, with respect toany year, the term “Annual Gross Up Limit” shall mean an amount (initially $7,500), which amount shall be adjusted (i)annually to add thereto any portion of such amount unused since the end of the year 2004, and (ii) after the adjustment describedin clause (i) above, automatically upon any change in the valuation methodology for imputed income from flights (as compared withthe valuation methodology for imputed income from flights used by Continental as of April 17, 2002), so as to preserve the benefitof $7,500 annually (adjusted in accordance with clause (i) above) of tax gross up relative to the valuations resulting from thevaluation methodology used by Continental as of April 17, 2002 (e.g., if a change in the valuation methodology results, on average,in flights being valued 15% higher than the valuation that would result using the valuation methodology used by Continental as ofApril 17, 2002, then the Annual Gross Up Limit would be increased by 15% to $8,625, assuming no other adjustments pursuant toclause (i) above).  In determining any adjustment pursuant to clause (ii) above, Company shall be entitled to rely on a goodfaith calculation performed by its independent auditors based on a statistically significant random sampling of flight valuationscompared with the applicable prior valuations of identical flights, which calculation (and the basis for any adjustments pursuantto clause (i) above) will be provided to Executive upon request.  Company will promptly notify Executive in writing of anyadjustments to the Annual Gross Up Limit described in this paragraph.

            As used for purposes of Flight Privileges, a year may consistof twelve consecutive months other than a calendar year, it being Company’s practice as of the date hereof for purposes ofFlight Privileges for a year to commence on November 1 and end on the following October 31 (for example, the twelve-month periodfrom November 1, 2002 to October 31, 2003 is considered the year 2003 for purposes of Flight Privileges).

            As used for purposes of Flight Privileges, the term“affiliates” when used with respect to Company, means any entity controlled by, controlling, or under common controlwith Company.  For these purposes control of an entity shall require the direct or indirect ownership of a majority of theoutstanding capital stock of such entity. For purposes of Flight Privileges, however, Continental and Company shall not be deemedaffiliates.

            No tickets issued on the System in connection with the FlightPrivileges may be purchased other than directly from Company, Continental, ExpressJet or their respective successor or successors(i.e., no travel agent or other fee or commission based distributor may be used), nor may any such tickets be sold or transferredby Executive or any other person, nor may any such tickets be used by any person other than the person in whose name the ticket isissued.**

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  Executive agrees that, after receipt of an invoice or other accounting statement therefor, he will promptly (and in anyevent within 45 days after receipt of such invoice or other accounting statement) reimburse Company, Continental or ExpressJet, asappropriate, for all charges on his UATP card (or Similar Card) that are not for flights on the System and that are not otherwisereimbursable to Executive under the applicable policies of Company for reimbursement of business expenses of officers of Company ,or which are for tickets in excess of the applicable Annual Travel Limit.  Executive agrees that the credit availability underExecutive’s UATP card (or Similar Card) may be suspended if Executive does not timely reimburse Company, Continental orExpressJet, as appropriate, as described in the foregoing sentence or if Executive exceeds the applicable Annual Travel Limit withrespect to a year; provided, that, immediately upon Company’s, Continental’s or ExpressJet’s, as appropriate,receipt of Executive’s reimbursement in full (or, in the case of exceeding the applicable Annual Travel Limit, beginning thenext following year and after such reimbursement), the credit availability under Executive’s UATP card (or Similar Card) willbe restored.

            The sole cost to Executive of flights on the System pursuantto use of Executive’s Flight Privileges will be the imputed income with respect to flights on the System charged onExecutive’s UATP card (or Similar Card), calculated throughout the term of Executive’s Flight Privileges at the lowestpublished or unpublished fare (i.e., 21-day advance purchase coach fare, lowest negotiated consolidator net fare or other lowestavailable fare) for the applicable itinerary (or similar flights on or around the date of such flight), regardless of the actualfare class booked or flown, or such other valuation methodology as may be adopted by Company or Continental with respect to theirvaluation of UATP benefits generally, or as otherwise required by law, and reported to Executive as required by applicablelaw.  With respect to any period for which Company is obligated to provide the tax gross up described above, Executive willprovide to Company, upon request, a calculation or other evidence of Executive’s marginal tax rate sufficient to permitCompany to calculate accurately the amount to be paid to Executive.

            Executive will be issued a UATP card (or Similar Card) and anappropriate flight pass identification card, each valid at all times during the term of Executive’s Flight Privileges.

            Flight Privileges are intended to be used solely for personalreasons and may not be used for business purposes. Accordingly, notwithstanding any provision herein to the contrary, creditavailability on Executive’sUATP card (or any Similar Card) may be suspended, and Executive’s UATP card (or any SimilarCard) may be revoked or cancelled, if Executive’sUATP card (or any Similar Card) is used for business purposes and, afterreceiving written notice from the Company to cease such usage, Executive again uses his UATP card (or any Similar Card) for anybusiness purpose (other than as described above).

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**ARTICLE V:  MISCELLANEOUS**

            Section 1.8      Notices.  For purposes of this Agreement, notices and all other communications provided for herein shall be in writing andshall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail,return receipt requested, postage prepaid, addressed as follows:

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| **           ** If to Companyto**:                    **ExpressJet Holdings, Inc**.**                                                                                                                                                                                                                                                                                                                                     |
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|                                                            1600 Smith Street, Dept. HQSCE                                                                                                                                                                                     |
|                                                            Houston, Texas  77002                                                                                                                                                                                         |
|                                                            Attention:  Chief Executive Officer                                                                                                                                                                           |
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|             If to Executiveto:                     Scott R. Peterson                                                                                                                                                                                                                                                                                                                                                 |
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|                                                                                                     |

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices ofchanges of address shall be effective only upon receipt.  Section 1.9       Applicable Law. Thiscontract is entered into under, and shall be governed for all purposes by, the laws of the State of Texas.

            Section 1.10     No Waiver. No failure by either party hereto at any time to give notice to any breach by the other party of, or to require compliance with,any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time.

            Section 1.11    Severability.  If a court of competent jurisdiction determines that any provision of this Agreement is invalid orunenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of anyother provision of this Agreement, and all other provisions shall remain in full force and effect.

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            Section 1.12    Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be anoriginal, but all of which together will constitute one and the same agreement.

            Section 1.13     Withholding of Taxesand Other Employee Deductions.  Company and its affiliates may withhold from any benefits and payment made pursuant tothis Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or rulingand all other normal employee deductions made with respect to Company’s  employees generally.

            Section 1.14     Headings;Affiliates.  The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretivepurposes.  Except as otherwise provided herein, for purposes of this Agreement, the term “affiliate,” as appliedto an entity (the “First Entity”), means an entity who directly, or indirectly through one or more intermediaries, iscontrolled by, is controlling, or is under common control with the First Entity.

            Section 1.15     Gender andPlurals.  Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular numberincludes the plural and conversely.

            Section 1.16     Successors. This Agreement shall be binding upon and inure to the benefit of Company and its successors, and in each case successor shallinclude, without limitation, any person, association, or entity which may hereafter acquire or succeed to all or substantially allof the business or assets of Company by any means whether direct or indirect, by purchase, merger, consolidation, orotherwise.  Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the partieshereunder, are personal and neither this Agreement, nor any right, benefit or obligation of any party hereto, shall be subject tovoluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior writtenconsent of the other parties.

            Section 1.17     Effect ofTermination.  Termination of the employment relationship under this Agreement shall not affect any right or obligation ofany party which is accrued or vested prior to or upon such termination.

            Section 1.18     EntireAgreement.  Except as provided in (i) the benefits, plans, and programs referenced in paragraph 3.3 and any awards underCompany’s stock incentive plans, management bonus program or similar plans or programs adopted by Company or ExpressJet afterthe Effective Date and (ii) separate agreements (if any) governing Executive’s Flight Privileges relating to other airlines,this Agreement, as of the Effective Date, will constitute the entire agreement of the parties with regard to the subject matterhereof, and will contain all the covenants, promises, representations, warranties and agreements between the parties with respectto employment of Executive by Company.  Any modification of this Agreement shall be effective only if it is in writing andsigned by the party to be charged.

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            Section 1.19     DeemedResignations.  Any termination of Executive’s employment shall constitute an automatic resignation of Executive asan officer of Company and each affiliate of Company, and an automatic resignation of Executive from the Board of Directors (ifapplicable) and from the board of directors of any affiliate of Company and from the board of directors or similar governing bodyof any corporation, limited liability company or other entity in which Company or any affiliate holds an equity interest and withrespect to which board or similar governing body Executive serves as Company’s or such affiliate’s designee or otherrepresentative.

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**IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 16th day of October, 2003, to beeffective as of the Effective Date.**

|                                                                                    ExpressJet Holdings, Inc.                                                                                                          |
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|                                                                                    /s/ James B.Ream                    |
|                                                                                    By: James B. Ream                                                                                    |
|                                                                                    President and Chief Executive Officer                                                                                              |
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|                                                                                    “Executive”                                                                                                            |
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|                                                                                    /s/ Scott R. Peterson                                                                                          |
|                                                                                    Scott R. Peterson                                                                                                                  |
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