| Exhibit 10.2 |
|--------------|

**OUTSIDE DIRECTOR 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**.  Company hereby grants to Recipient all rights, title and interest in the record andbeneficial ownership of _________________ (xxxx) shares (the “Restricted Stock”) of Company’s common stock, $.01par value per share (“Common Stock”), subject to the conditions described in Paragraphs 3, 4 and 5 as well as the otherprovisions of this Agreement.  The Restricted Stock is granted pursuant to and to implement in part the ExpressJet Holdings,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 the Restricted Stock (or shall otherwise cause the Restricted Stock to be credited to an account on behalf ofRecipient).  Prior to the satisfaction of such vesting conditions or the occurrence of such events, the Restricted Stock isnot transferable and shall be held in trust or in escrow pursuant to an agreement satisfactory to the Administrator until such timeas the applicable restrictions on the transfer thereof have expired or otherwise lapsed.

            3.         **Riskof Forfeiture**.  Subject to Paragraphs 5(b) and 5(c), should Recipient’s service on the Board terminate prior tothe vesting date set forth in Paragraph 4, Recipient shall forfeit the right to receive the Restricted Stock.

            4.        **Vesting Date**.  Subject to Paragraph 5, the Restricted Stock shall vest on the six-month anniversary of the datehereof.

----

            5.        **Termination of Board Service; Change in Control**.  Termination of Recipient’s service on the Board, deathor disability of Recipient, or occurrence of a Change in Control, shall affect Recipient’s rights under this Agreement asfollows:

            (a)       **Termination of Board Service Generally**.  If, other than as specified below, Recipient’s service on theBoard is terminated, then Recipient shall forfeit the right to receive the Restricted Stock if the Restricted Stock has not yetvested pursuant to Paragraph 4.

            (b)        **Change inControl**.  If a Change in Control shall occur prior to the vesting of the Restricted Stock pursuant to Paragraph 4 andif Recipient has been a member of the Board continuously from the date hereof to the date of such Change in Control, thenimmediately the Restricted Stock shall fully vest, all restrictions (other than those described in Paragraph 9) applicable to theRestricted Stock shall terminate and Company shall release from escrow or trust and shall issue and deliver to Recipient acertificate or certificates for the Restricted Stock (or shall otherwise cause the Restricted Stock to be credited to an account onbehalf of Recipient).

            (c)        **Death orDisability**.  If Recipient’s service on the Board is terminated by death or disability prior to the vesting ofthe Restricted Stock pursuant to Paragraph 4, then immediately the Restricted Stock shall fully vest, all restrictions (other thandescribed in Paragraph 9) applicable to the Restricted Stock shall terminate and Company shall release from escrow or trust andshall issue and deliver, in the case of death, to the person or persons to whom Recipient’s rights under this Agreement shallpass by will or by the applicable laws of descent and distribution, or in the case of disability, to Recipient (or toRecipient’s personal representative, if applicable), a certificate or certificates for the Restricted Stock (or shallotherwise cause the Restricted Stock to be credited to an account on behalf of Recipient or such other parties as applicable).

            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.

            12.       **No Guarantee ofBoard Service**.  This Agreement shall not confer upon Recipient any right with respect to continuance of service on theBoard, nor shall it interfere in any way with any right to terminate Recipient’s service on the Board 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.       **ElectronicDelivery and Signatures**.  Recipient hereby consents and agrees to electronic delivery of any Plan documents,proxy materials, annual reports and other related documents.  If Company establishes procedures for an electronic signaturesystem for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan),Recipient hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have thesame force and effect as, his or her manual signature.  Recipient consents and agrees that any such procedures and deliverymay be effected by a third party engaged by Company to provide administrative services related to the Plan, including any programadopted under the Plan.

----

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

|                       |                                                     | “COMPANY”                                                                                                                                                                                                                                                                                                                                              |
|--------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | EXPRESSJET HOLDINGS, INC.                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | By Order of the Administrator                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | By:                                                                                  |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | Name:                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | Title:                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | “Recipient”                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               |                                                             |
|                                                                                                                           |                                                                                                                                                                                                                                                                                                               | Name:                                                                                                                                                                                                                                                                                                                                                              |

----