| Exhibit 10.1 |
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**RESTRICTED STOCK AGREEMENT**

**(Pursuant to the terms of the****EXPRESSJET HOLDINGS, INC.2002 STOCK INCENTIVE PLAN)**

            This RESTRICTED STOCK AGREEMENT (this“Agreement”) is between ExpressJet Holdings, Inc., a Delaware corporation (“Company”), and____________________ (“Recipient”), and is dated as of the date set forth immediately above the signatures below.

            1.        **Grant of Restricted Stock**.  The Company hereby grants to Recipient all rights, title and interest in the recordand beneficial ownership of _______________(###,###) shares (the “Restricted Stock”) of Company’s common stock,$.01 par value per share (“Common Stock”), subject to the conditions described in Paragraphs 3, 4 and 5 as well as theother provisions of this Agreement.  The Restricted Stock is granted pursuant to and to implement in part the ExpressJetHoldings, Inc. 2002 Stock Incentive Plan (as amended and in effect from time to time, the “Plan”) and is subject to theprovisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of thisAgreement.  Recipient agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and thisAgreement.  All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided.  Allreferences to specified paragraphs pertain to paragraphs of this Agreement unless otherwise specifically provided.

            2.        **Custody of Restricted Stock**.  Upon satisfaction of the vesting conditions set forth in Paragraph 4 or theoccurrence of any of the events contemplated by Paragraph 5(b) or 5(c), Company shall issue and deliver to Recipient a certificateor certificates for such number of shares of Restricted Stock (or shall otherwise cause such shares to be credited to an account onbehalf of Recipient) as are required to be issued and delivered under this Agreement.  Prior to the satisfaction of suchvesting conditions or the occurrence of such events, the Restricted Stock is not transferable and shall be held in trust or inescrow pursuant to an agreement satisfactory to the Administrator until such time as the applicable restrictions on the transferthereof have expired or otherwise lapsed.

            3.         **Riskof Forfeiture**.  Subject to Paragraphs 5(b) and 5(c), should Recipient’s employment (defined below) with Companyand each subsidiary (as the term “subsidiary” is defined in the Plan) terminate prior to any of the vesting dates setforth in Paragraph 4, Recipient shall forfeit the right to receive the Restricted Stock that would otherwise have vested on suchdates.

            4.        **Vesting Dates**.  Subject to Paragraph 5, the shares of Restricted Stock subject to this Agreement shall vest in_____ percent (___%) increments on each of ____________________.

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            5.        **Termination of Employment; Change in Control**.  Voluntary or involuntary termination of employment, retirement,death or disability of Recipient, or occurrence of a Change in Control, shall affect Recipient’s rights under this Agreementas follows:

            (a)        **Voluntaryor Involuntary Termination**.  If, other than as specified below, Recipient voluntarily terminates employment (definedbelow) or if Recipient’s employment is terminated involuntarily, then Recipient shall forfeit the right to receive all sharesof Restricted Stock that have not theretofore vested pursuant to Paragraph 4.

            (b)        **Change inControl**.  If a Change in Control shall occur, then immediately all nonvested Restricted Stock that has not beenforfeited prior to the date of such Change in Control shall fully vest, all restrictions (other than those described in Paragraph9) applicable to such Restricted Stock shall terminate and Company shall release from escrow or trust and shall issue and deliverto Recipient a certificate or certificates for all shares of such Restricted Stock (or shall otherwise cause such shares to becredited to an account on behalf of Recipient).

            (c)       **Retirement, Death or Disability**.  If Recipient’s employment is terminated by retirement, death ordisability, then immediately all nonvested Restricted Stock shall fully vest, all restrictions (other than described in Paragraph9) applicable to Restricted Stock shall terminate and Company shall release from escrow or trust and shall issue and deliver toRecipient, or in the case of death, to the person or persons to whom Recipient’s rights under this Agreement shall pass bywill or by the applicable laws of descent and distribution, or in the case of disability, to Recipient’s personalrepresentative, a certificate or certificates for all Restricted Stock (or shall otherwise cause such shares to be credited to anaccount on behalf of Recipient or such other parties as applicable).

            (d)       **Definition of Employment**.  For purposes of this Agreement, “employment” means employment by Companyor a subsidiary.  Without limiting the scope of the preceding sentence, it is specifically provided that Recipient shall beconsidered to have terminated employment at the time of the termination of the “subsidiary” status of the entity thatemploys Recipient.  In this regard, neither the transfer of Recipient from employment by Company to employment by a subsidiarynor the transfer of Recipient from employment by a subsidiary to employment by Company or another subsidiary shall be deemed to bea termination of employment of Recipient.  Moreover, the employment of Recipient shall not be deemed to have been terminatedbecause of absence from active employment on account of temporary illness or during authorized vacation or during temporary leavesof absence from active employment granted by Company or a subsidiary for reasons of professional advancement, education, health, orgovernment service, or during military leave for any period if Recipient returns to active employment within 90 days after thetermination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law oragreement.  The Administrator’s determination in good faith regarding whether a termination of employment of any type ordisability has occurred shall be conclusive and determinative.

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            6.        **Ownership Rights**.     Subject to the restrictions set forth herein and subject to Paragraph 8,Recipient is entitled to all voting and ownership rights applicable to the Restricted Stock, including the right to receive anydividends that may be paid on Restricted Stock, whether or not vested.

            7.        **Reorganization of Company and Subsidiaries**.  The existence of this Agreement shall not affect in any way theright or power of Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations orother changes in Company’s capital structure or its business, or any merger or consolidation of Company or any issue ofbonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or thedissolution or liquidation of Company, or any sale or transfer of all or any part of its assets or business, or any other corporateact or proceeding, whether of a similar character or otherwise.

            8.        **Adjustment of Shares**.  In the event of stock dividends, spin-offs of assets or other extraordinary dividends,stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances ofrights or warrants and similar transactions or events involving Company (“Recapitalization Events”), then for allpurposes references herein to Common Stock or to Restricted Stock shall mean and include all securities or other property (otherthan cash) that holders of Common Stock of Company are entitled to receive in respect of Common Stock by reason of each successiveRecapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall besubject to the same restrictions as the underlying Restricted Stock.

            9.        **Certain Restrictions**.  By accepting the Restricted Stock, Recipient agrees that if at the time of delivery ofcertificates for shares of Restricted Stock issued hereunder any sale of such shares is not covered by an effective registrationstatement filed under the Securities Act of 1933 (the “Act”), Recipient will acquire the Restricted Stock forRecipient’s own account and without a view to resale or distribution in violation of the Act or any other securities law, andupon any such acquisition Recipient will enter into such written representations, warranties and agreements as Company mayreasonably request in order to comply with the Act or any other securities law or with this Agreement.

            10.      **Nontransferability of Award. ** This Award is not transferable other than by will, the laws of descent anddistribution or by qualified domestic relations order.  No right or benefit hereunder shall in any manner be liable for orsubject to any debts, contracts, liabilities, or torts of Recipient.

            11.       **Amendment andTermination**.  No amendment or termination of this Agreement which would impair the rights of Recipient shall be madeby the Board or the Administrator at any time without the written consent of Recipient.  No amendment or termination of thePlan will adversely affect the right, title and interest of Recipient under this Agreement or to Restricted Stock granted hereunderwithout the written consent of Recipient.

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            12.       **No Guarantee ofEmployment**.  This Agreement shall not confer upon Recipient any right with respect to continuance of employment orother service with Company or any subsidiary, nor shall it interfere in any way with any right Company or any subsidiary wouldotherwise have to terminate such Recipient’s employment or other service at any time. 

            13.       **Withholding ofTaxes**.  Company shall have the right to (i) make deductions from the number of shares of Restricted Stockotherwise deliverable upon satisfaction of the conditions precedent under this Agreement (and other amounts payable under thisAgreement) in an amount sufficient to satisfy withholding of any federal, state or local taxes required by law, or (ii) take suchother action as may be necessary or appropriate to satisfy any such tax withholding obligations.

            14.       **No Guarantee ofTax Consequences**.  Neither Company nor any subsidiary nor the Administrator makes any commitment or guarantee that anyfederal or state tax treatment will apply or be available to any person eligible for benefits under this Agreement.

            15.      **Severability.**  In the event that any provision of this Agreement shall be held illegal, invalid, orunenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of thisAgreement and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never beenincluded herein.

            16.       **GoverningLaw**.  The Agreement shall be construed in accordance with the laws of the State of Delaware to the extent federal lawdoes not supersede and preempt Delaware law.

            17.       **MiscellaneousProvisions.**

                       (a)        **Not a Contract of Employment; No Acquired Rights**.  The adoptionand maintenance of the Plan shall not be deemed to be a contract of employment between the Company or any of its subsidiaries andany person.  Receipt of an Award under the Plan at any given time shall not be deemed to create the right to receive in thefuture an Award under the Plan, or any other incentive awards granted to an employee of the Company or any of its subsidiaries, andshall not constitute an acquired labor right for purposes of any foreign law.  The Plan shall not afford any recipient of anAward any additional right to severance payments or other termination awards or compensation under any foreign law as a result ofthe termination of such recipient’s employment for any reason whatsoever.

                       (b)        **Not a Part of Salary**.  The grant of an Award under the Planis not intended to be a part of the salary of Recipient.

                       (c)        **Foreign Indemnity**.  Recipient agrees to indemnify Companyfor the Recipient’s portion of any social insurance obligations or taxes arising under any foreign law with respect to thegrant of this Restricted Stock Award, the vesting of the Restricted Stock or the sale or other disposition of the RestrictedStock.

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                       (d)        **Conflicts With Any Employment Agreement**.  If Recipient hasan employment agreement with Company or any of its subsidiaries which contains different or additional provisions relating tovesting of restricted stock awards, or otherwise conflicts with the terms of this Agreement, the provisions of the employmentagreement shall govern.

                       (e)        **Electronic Delivery and Signatures**.  Recipient herebyconsents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports and other relateddocuments.  If the Company establishes procedures for an electronic signature system for delivery and acceptance of Plandocuments (including documents relating to any programs adopted under the Plan), Recipient hereby consents to such procedures andagrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manualsignature.  Recipient consents and agrees that any such procedures and delivery may be effected by a third party engaged bythe Company to provide administrative services related to the Plan, including any program adopted under the Plan.

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the ___ day of ____________,_______.

|                       |                                                     | “COMPANY”                                                                                                                                                                                                                                                                                                                                              |
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|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | EXPRESSJET HOLDINGS, INC.                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | By Order of the Administrator                                                                                                                                                                                                                                                                                                                                      |
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