ExpressJet Holdings




                                                                                                           
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 we
are 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















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 we
are able to secure such benefits (previously filed).


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