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                                                                    EXHIBIT 10.8

                            EXPRESSJET HOLDINGS, INC.

                            2001 STOCK INCENTIVE PLAN



                                  I.   PURPOSE

      The purpose of the EXPRESSJET HOLDINGS, INC. 2001 STOCK INCENTIVE PLAN is
to provide a means through which ExpressJet Holdings, Inc., a Delaware
corporation, and its subsidiaries may attract able persons to serve as
directors, or to enter or remain in the employ of the Company (as defined below)
or its subsidiaries, and to provide a means whereby those individuals upon whom
the responsibilities of the successful administration and management of the
Company and its subsidiaries rest, and whose present and potential contributions
to the welfare of the Company and its subsidiaries are of importance, can
acquire and maintain stock ownership, thereby strengthening their concern for
the welfare of the Company and its subsidiaries. A further purpose of the Plan
is to provide such individuals with additional incentive and reward
opportunities designed to enhance the profitable growth of the Company and its
subsidiaries. Accordingly, the Plan provides that the Company may grant to
certain employees or directors Restricted Stock Awards, Options, or any
combination of the foregoing, as hereinafter set forth.

                                II.   DEFINITIONS

      The following definitions (including any plural thereof) shall be
applicable throughout the Plan unless specifically modified by any Section:

      (a) "ADMINISTRATOR" means (i) in the context of Awards made to, or the
administration (or interpretation of any provision) of the Plan as it relates
to, any person who is subject to Section 16 of the Exchange Act (including any
successor section to the same or similar effect, "Section 16"), the Committee,
or (ii) in the context of Awards made to, or the administration (or
interpretation of any provision) of the Plan as it relates to, any person who is
not subject to Section 16, the Chief Executive Officer of the Company (or, if
the Chief Executive Officer is not a Director of the Company, the Committee),
unless the Plan specifies that the Committee shall take specific action (in
which case such action may only be taken by the Committee) or the Committee (as
to any Award described in this clause (ii) or the administration or
interpretation of any specific provision of the Plan) specifies that it shall
serve as the Administrator.

      (b) "AWARD" means, individually or collectively, an Option or Restricted
Stock Award.

      (c) "BOARD" means the Board of Directors of the Company.

      (d) "CODE" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations promulgated under
such section.
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      (e) "COMMITTEE" means a committee of, and appointed by, the Board
comprised solely of two or more outside Directors (within the meaning of the
term "outside directors" as used in section 162(m) of the Code and within the
meaning of the term "Non-Employee Director" as defined in Rule 16b-3); provided,
however, that in the absence of the Board's appointment of such a committee, the
Board shall serve as the Committee.

      (f) "COMMON STOCK" means the Class A common stock, $.01 par value, of the
Company, or any security into which such Common Stock may be changed by reason
of any transaction or event of the type described in Section IX(b).

      (g) "COMPANY" shall mean ExpressJet Holdings, Inc., a Delaware
corporation, or any successor thereto.

      (h) "DIRECTOR" means an individual elected to the Board by the
stockholders of the Company or by the Board under applicable corporate law who
is serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.

      (i) "EMPLOYEE" means any person (which may include a Director) in an
employment relationship with the Company or any subsidiary.

      (j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

      (k) "GRANT DOCUMENT" means the document or documents evidencing an Award
under the Plan, which may be either an agreement between the Company and the
Holder as to the Award (with any amendments thereto) or a notice of grant of the
Award from the Company to the Holder (including any attached statement of the
terms and conditions of the Award and any modifications thereto made in
accordance with the Plan).

      (l) "HOLDER" means an employee or a non-employee Director who has been
granted an Award.

      (m) "MARKET VALUE PER SHARE" means, as of any specified date, the closing
sale price of the Common Stock on that date (or, if there are no sales on that
date, the last preceding date on which there was a sale) in the principal
securities market in which the Common Stock is then traded. If the Common Stock
is not publicly traded at the time a determination of "Market Value per Share"
is required to be made hereunder, the determination of such amount shall be made
by the Administrator in such manner as it deems appropriate. Notwithstanding the
foregoing, the "Market Value per Share" on the date of an initial public
offering of Common Stock shall be the offering price under such initial public
offering.

      (n) "OPTION" means an Award granted under Section VII.

      (o) "PLAN" means the ExpressJet Holdings, Inc. 2001 Stock Incentive Plan,
as amended from time to time.


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      (p) "RESTRICTED STOCK" means shares of Common Stock granted pursuant to a
Restricted Stock Award as to which neither the substantial risk of forfeiture
nor the restriction on transfers referred to in Section VIII has expired.

      (q) "RESTRICTED STOCK AWARD" means an Award granted under Section VIII.

      (r) "RULE 16B-3" means Rule 16b-3 under the Exchange Act, as such rule may
be amended from time to time, and any successor rule, regulation or statute
fulfilling the same or similar function.

      (s) "SUBSIDIARY" means any entity (other than the Company) with respect to
which the Company, directly or indirectly through one or more other entities,
owns equity interests possessing 50 percent or more of the total combined voting
power of all equity interests of such entity (excluding voting power that arises
only upon the occurrence of one or more specified events).

                 III.   EFFECTIVE DATE AND DURATION OF THE PLAN

      The Plan shall become effective upon the date of its adoption by the
Board; provided, that the Plan is approved by the stockholders of the Company
within 12 months thereafter. Notwithstanding any provision of the Plan or in any
Grant Document, no Option shall be exercisable, and no Restricted Stock Award
shall vest, prior to such stockholder approval. No further Awards may be granted
under the Plan after 10 years from the date the Plan is adopted by the Board.
The Plan shall remain in effect until all Options granted under the Plan have
been satisfied or expired, and all restrictions imposed upon Restricted Stock
Awards granted under the Plan have been eliminated or the Restricted Stock
Awards have been forfeited.

                              IV.   ADMINISTRATION

      (a) ADMINISTRATOR. The Plan shall be administered by the Administrator, so
that (i) Awards made to, and the administration (or interpretation of any
provision) of the Plan as it relates to, any person who is subject to Section
16, shall be made or effected by the Committee, and (ii) Awards made to, and the
administration (or interpretation of any provision) of the Plan as it relates
to, any person who is not subject to Section 16, shall be made or effected by
the Chief Executive Officer of the Company (or, if the Chief Executive Officer
is not a Director of the Company, the Committee), unless the Plan specifies that
the Committee shall take specific action (in which case such action may only be
taken by the Committee) or the Committee (as to any Award described in this
clause (ii) or the administration or interpretation of any specific provision of
the Plan) specifies that it shall serve as the Administrator.

      (b) POWERS. Subject to the express provisions of the Plan, the
Administrator shall have authority, in its discretion, to determine which
employees or Directors shall receive an Award, the time or times when such Award
shall be granted, and the number of shares to be subject to each Award. In
making such determinations, the Administrator shall take into account the nature
of the services rendered by the respective employees or Directors, their present
and potential contribution to the Company's success and such other factors as
the Administrator in its discretion shall deem relevant. Subject to the express
provisions of the Plan, the Administrator shall also have the power to construe
the Plan and the respective agreements executed hereunder,


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to prescribe rules and regulations relating to the Plan, and to determine the
terms, restrictions and provisions of the Grant Documents, and to make all other
determinations necessary or advisable for administering the Plan. The
Administrator may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Grant Document relating to an Award in the
manner and to the extent it shall deem expedient to carry it into effect. The
determination of the Administrator on the matters referred to in this Section IV
shall be conclusive; provided, however, that in the event of any conflict in any
such determination as between the Committee and the Chief Executive Officer of
the Company, each acting in capacity as Administrator of the Plan, the
determination of the Committee shall be conclusive.

               V.   SHARES SUBJECT TO THE PLAN, AWARD LIMITATIONS,
                               AND GRANT OF AWARDS

      (a) SHARES SUBJECT TO THE PLAN; AWARD LIMITATIONS. Subject to adjustment
as provided in Section IX(b), the aggregate number of shares of Common Stock
that may be issued under the Plan shall not exceed 3,200,000 shares. Shares
shall be deemed to have been issued under the Plan only to the extent actually
issued and delivered pursuant to an Award. To the extent that an Award lapses,
the rights of its Holder terminate, or an Award is paid in cash or is settled in
a manner such that all or some of the shares of Common Stock covered by the
Award are not issued to the Holder, any shares of Common Stock then subject to
such Award shall again be available for the grant of an Award under the Plan.
Notwithstanding any provision in the Plan to the contrary, the maximum number of
shares of Common Stock that (i) may be subject to Options granted to any one
individual during any calendar year may not exceed 500,000 shares, and (ii) may
be granted as Restricted Stock Awards may not exceed 250,000 (in each case
subject to adjustment as provided in Section IX(b)). The limitation set forth in
clause (i) of the preceding sentence shall be applied in a manner which will
permit compensation generated in connection with Options awarded under the Plan
by a committee comprised solely of two or more outside Directors to constitute
"performance based" compensation for purposes of section 162(m) of the Code,
including, without limitation, counting against such maximum number of shares,
to the extent required under section 162(m) of the Code and applicable
interpretive authority thereunder, any shares subject to Options that are
canceled or repriced.

      (b) GRANT OF AWARDS. The Administrator may from time to time grant Awards
to one or more employees or Directors determined by it to be eligible for
participation in the Plan in accordance with the provisions of Section VI.

      (c) STOCK OFFERED. Subject to the limitations set forth in Section V(a)
above, the stock to be offered pursuant to an Award may be authorized but
unissued Common Stock or Common Stock previously issued and outstanding and
reacquired by the Company. Any of such shares which remain unissued and which
are not subject to outstanding Awards at the termination of the Plan shall cease
to be subject to the Plan but, until termination of the Plan, the Company shall
at all times make available a sufficient number of shares to meet the
requirements of the Plan.


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                                VI.   ELIGIBILITY

         Awards may be granted only to persons who, at the time of grant, are
employees or Directors. An Award may be granted on more than one occasion to the
same person and, subject to the limitations set forth in the Plan, Awards may
consist of any combination of Options and Restricted Stock Awards.

                              VII.   STOCK OPTIONS

      (a) OPTION PERIOD. The term of each Option shall be as specified by the
Administrator at the date of grant.

      (b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable in
whole or in such installments and at such times as determined by the
Administrator.

      (c) NO INCENTIVE STOCK OPTIONS. Options granted under the Plan shall not
constitute incentive stock options within the meaning of section 422 of the
Code.

      (d) OPTION GRANT DOCUMENT. Each Option shall be evidenced by an Option
Grant Document in such form and containing such provisions not inconsistent with
the provisions of the Plan as the Administrator from time to time shall approve.
An Option Grant Document may provide for the payment of the option price, in
whole or in part, by delivery of a number of shares of Common Stock (plus cash
if necessary) having a Market Value per Share equal to such option price.
Moreover, an Option Grant Document may provide for a "cashless exercise" of the
Option by establishing procedures satisfactory to the Administrator with respect
thereto. The terms and conditions of the respective Option Grant Documents need
not be identical.

      (e) OPTION PRICE AND PAYMENT. The price at which a share of Common Stock
may be purchased upon exercise of an Option shall be set forth in the Option
Grant Document and shall be determined by the Administrator but, subject to
adjustment as provided in Section IX(b), such purchase price shall not be less
than the Market Value per Share of a share of Common Stock on the date such
Option is granted. The Option or portion thereof may be exercised by delivery of
an irrevocable notice of exercise to the Company, as specified by the
Administrator. The purchase price of the Option or portion thereof shall be paid
in full in the manner specified by the Administrator.

      (f) STOCKHOLDER RIGHTS AND PRIVILEGES. The Holder of an Option shall be
entitled to all the privileges and rights of a stockholder only with respect to
such shares of Common Stock as have been purchased under the Option and credited
to the Holder's account or for which certificates representing such Common Stock
have been registered in the Holder's name.

      (g) OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER ENTITIES.
Options may be granted under the Plan from time to time in substitution for
options held by individuals employed by corporations or other entities who
become employees or Directors as a result of a merger or consolidation or other
business transaction with the Company or any subsidiary.


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                         VIII.   RESTRICTED STOCK AWARDS

      (a) OWNERSHIP OF RESTRICTED STOCK. Each grant of Restricted Stock pursuant
to a Restricted Stock Award will constitute an immediate transfer of record and
beneficial ownership of the shares of Restricted Stock to the recipient of the
grant in consideration of the performance of services by such recipient (or
other consideration determined by the Administrator), entitling the recipient to
all voting and other ownership rights, but subject to the restrictions
hereinafter referred to or contained in the related Grant Document. Each grant
may, in the discretion of the Administrator, limit the recipient's dividend
rights during the period in which the shares of Restricted Stock are subject to
a substantial risk of forfeiture and restrictions on transfer.

      (b) SUBSTANTIAL RISK OF FORFEITURE AND RESTRICTIONS ON TRANSFER. Each
grant of Restricted Stock will provide that (i) the shares covered thereby will
be subject, for a period or periods determined by the Administrator at the date
of grant, to one or more restrictions, including, without limitation, a
restriction that constitutes a "substantial risk of forfeiture" within the
meaning of section 83 of the Code and applicable interpretive authority
thereunder, and (ii) during such period or periods during which such
restrictions are to continue, the transferability of the Restricted Stock
subject to such restrictions will be prohibited or restricted in a manner and to
the extent prescribed by the Administrator at the date of grant.

      (c) RESTRICTED STOCK HELD IN TRUST. Shares of Common Stock awarded
pursuant to each Restricted Stock Award will be held in trust by the Company for
the benefit of the recipient until such time as the applicable restriction on
transfer thereof shall have expired or otherwise lapsed, at which time
certificates representing such Common Stock will be delivered to the recipient
or such Common Stock will be otherwise credited to the recipient's account.

      (d) RESTRICTED STOCK GRANT DOCUMENT; CONSIDERATION. Each grant of
Restricted Stock shall be evidenced by a Grant Document in such form and
containing such provisions not inconsistent with the provisions of the Plan as
the Administrator from time to time shall approve. The terms and conditions of
the respective Restricted Stock Grant Documents need not be identical. Each
grant of Restricted Stock may be made without additional consideration or in
consideration of a payment by the recipient that is less than the Market Value
per Share on the date of grant, as determined by the Administrator.

          IX.   RECAPITALIZATION, REORGANIZATION AND CHANGE IN CONTROL

      (a) NO EFFECT ON RIGHT OR POWER. The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board or
the stockholders of the Company or any subsidiary to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's or
any subsidiary's capital structure or its business, any merger or consolidation
of the Company or any subsidiary, any issue of debt or equity securities ahead
of or affecting Common Stock or the rights thereof, the dissolution or
liquidation of the Company or any subsidiary or any sale, lease, exchange or
other disposition of all or any part of its assets or business or any other
corporate act or proceeding.

      (b) CHANGES IN COMMON STOCK. The provisions of Section V(a) imposing
limits on the numbers of shares of Common Stock covered by Awards granted under
the Plan, as well as


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the number or type of shares or other property subject to outstanding Awards and
the applicable option prices per share, shall be adjusted appropriately by the
Committee 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 of rights or warrants and similar transactions or events.

      (c) CHANGE IN CONTROL. As used in the Plan (except as otherwise provided
in an applicable Grant Document), the term "Change in Control" shall mean (i) a
merger of the Company with another entity, a consolidation involving the
Company, or the sale of all or substantially all of the assets of the Company to
another entity if, in any such case, the holders of equity securities of the
Company (and their respective affiliates) immediately prior to such transaction
or event do not beneficially own immediately after such transaction or event
equity securities of the resulting entity entitled to greater than 50% of the
votes then eligible to be cast in the election of directors generally (or
comparable governing body) of the resulting entity, (ii) the dissolution or
liquidation of the Company, (iii) when any person or entity, including a "group"
as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains
ownership or control (including, without limitation, power to vote) of more than
50% of the combined voting power of the Company's outstanding securities, or
(iv) as a result of or in connection with a contested election of Directors, the
persons who were Directors of the Company before such election shall cease to
constitute a majority of the Board; provided, however, that the term "Change in
Control" shall not include (A) the distribution to the stockholders of
Continental Airlines, Inc. ("Continental") of the Company's common stock owned
by Continental (the "Spin-Off") and (B) any equity security ownership or action
taken prior to the Spin-Off by Continental, an affiliate of Continental, or the
trustees of any employee benefit plan maintained by Continental. For purposes of
the preceding sentence, (1) "resulting entity" in the context of a transaction
or event that is a merger or consolidation shall mean the surviving entity
unless the surviving entity is a subsidiary of another entity and the holders of
common stock of the Company receive capital stock of such another entity in such
transaction or event, in which event the resulting entity shall be such other
entity, and (2) the term "affiliate" shall mean, with respect to an entity (the
"first entity"), an individual, partnership, corporation, limited liability
company, association, joint stock company, trust, joint venture, unincorporated
organization or other entity that, directly or indirectly, is controlled by, or
is under common control with, the first entity (and the term "control" shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of the individual or entity, whether
through the ownership of voting securities, by contract or otherwise).

      Upon the occurrence of a Change in Control, with respect to each recipient
of an Award hereunder, (x) all Options granted to such recipient and outstanding
at such time shall immediately vest and become exercisable in full and, except
as required by law, all restrictions on the transfer of shares acquired pursuant
to such Options shall terminate, and (y) all restrictions applicable to such
recipient's Restricted Stock Awards that are outstanding at such time shall be
deemed to have been satisfied and such Restricted Stock Awards shall immediately
vest in full.

      In addition, except as otherwise provided in the applicable Grant
Document, if a recipient of an Award hereunder becomes entitled to one or more
payments (with a "payment" including, without limitation, the vesting of an
Award) pursuant to the terms of the Plan (the "Total Payments"), which are or
become subject to the tax imposed by section 4999 of the Code (or any


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similar tax that may hereafter be imposed) (the "Excise Tax"), the Company or
subsidiary for whom the recipient is then performing services shall pay to the
recipient an additional amount (the "Gross-Up Payment") such that the net amount
retained by the recipient, after reduction for any Excise Tax on the Total
Payments and any federal, state and local income or employment tax and Excise
Tax on the Gross-Up Payment, shall equal the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the recipient shall be deemed
(aa) to pay federal income taxes at the highest stated rate of federal income
taxation (including surtaxes, if any) for the calendar year in which the
Gross-Up Payment is to be made, and (bb) to pay any applicable state and local
income taxes at the highest stated rate of taxation (including surtaxes, if any)
for the calendar year in which the Gross-Up Payment is to be made. Any Gross-Up
Payment required hereunder shall be made to the recipient at the same time any
Total Payment subject to the Excise Tax is paid or deemed received by the
recipient.

                   X.   AMENDMENT AND TERMINATION OF THE PLAN

      The Board in its discretion may terminate the Plan at any time with
respect to any shares of Common Stock for which Awards have not theretofore been
granted. The Board shall have the right to alter or amend the Plan or any part
thereof from time to time, and the Administrator may amend any Award (and its
related Grant Document) at any time, except as otherwise specifically provided
in such Grant Document; provided that no change in the Plan or any Award
theretofore granted may be made that would impair the rights of a Holder with
respect to an Award theretofore granted without the consent of such Holder.

                               XI.   MISCELLANEOUS

      (a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan nor any action
of the Board or the Administrator shall be deemed to give an employee or
Director any right to be granted an Award or any other rights hereunder except
as may be evidenced by a Grant Document from the Company reflecting a grant by
the Company of an Award to such person and setting forth the terms and
conditions thereof. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of funds or assets to assure the performance of its obligations
under any Award.

      (b) NO EMPLOYMENT OR MEMBERSHIP RIGHTS CONFERRED. Nothing contained in the
Plan shall (i) confer upon any employee any right with respect to continuation
of employment with the Company or any subsidiary or (ii) interfere in any way
with the right of the Company or any subsidiary to terminate his or her
employment at any time. Nothing contained in the Plan shall confer upon any
Director any right with respect to continuation of membership on the Board.

      (c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to issue
any Common Stock pursuant to any Award granted under the Plan until there has
been compliance with applicable laws and regulations with respect thereto. No
fractional shares of Common Stock shall be delivered, nor shall any cash in lieu
of fractional shares be paid. The Company shall have the right to (i) make
deductions from any settlement or exercise of an Award made under the Plan,
including the delivery of shares, or require shares or cash or both be withheld
from any Award, in each case in an amount sufficient to satisfy withholding of
any federal, state


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or local taxes required by law, or (ii) take such other action as may be
necessary or appropriate to satisfy any such tax withholding obligations. The
Administrator may determine the manner in which such tax withholding may be
satisfied, and may permit shares of Common Stock (together with cash, as
appropriate) to be used to satisfy required tax withholding based on the Market
Value per Share of any such shares of Common Stock.

      (d) NO RESTRICTION ON CORPORATE ACTION. Subject to the restrictions
contained in Section X, nothing contained in the Plan shall be construed to
prevent the Company or any subsidiary from taking any corporate action, whether
or not such action would have an adverse effect on the Plan or any Award granted
hereunder. No employee, Director, beneficiary or other person shall have any
claim against the Company or any subsidiary as a result of any such action.

      (e) RESTRICTIONS ON TRANSFER. An Award shall not be transferable otherwise
than (i) by will or the laws of descent and distribution, (ii) pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, or (iii) with the consent of the Administrator. In the discretion of
the Administrator, a percentage (determined by the Administrator and set forth
in the applicable Option Grant Document) of the aggregate shares of Common Stock
obtained from exercises of an Option (which percentage may be satisfied out of
particular exercises as determined by the Administrator and set forth in the
applicable Option Grant Document) shall not be transferable prior to the
earliest to occur of (x) the termination of the relevant Option term (or such
shorter period as may be determined by the Administrator and set forth in the
Option Grant Document), (y) the Holder's retirement, death or disability, or (z)
termination of the Holder's employment with the Company and its subsidiaries.

      (f) GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to conflicts
of law principles thereof.


















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