**Exhibit
                  10.1
                  (a)**




**RESTRICTED
      STOCK AGREEMENT**




**PURSUANT
      TO THE**




**REPUBLIC
      AIRWAYS HOLDINGS INC.**




**2002
      EQUITY INCENTIVE PLAN**




THIS
      AGREEMENT is made as of ____________, 200_, by and between Republic Airways
      Holdings Inc., a Delaware corporation (the “Company”), and ___________ (the
“Executive”).




W  I  T  N  E  S  S  E  T  H :




WHEREAS,
      pursuant to the Company’s 2002 Equity Incentive Plan (the “Plan”), the Company
      desires to award the Executive, and the Executive desires to accept, restricted
      shares covering _______ shares of the Company’s common stock, $.001 par value,
      of the Company (the “Common Stock”) upon the terms and conditions set forth in
      this Agreement and the Plan.




NOW,
      THEREFORE, the parties hereto agree as follows:




1.  Award .
      The
      Company has awarded to the Executive restricted shares covering ________ shares
      of the Common Stock (the “Shares”) at a purchase price per share of $.001 par
      value. The Executive shall pay the aggregate purchase price of $______ in cash
      on the date of execution of this Agreement.




2.  Vesting
      of Shares .
      The
      Shares will become vested in twelve equal monthly installments beginning
      __________, 200_, and on the last day of each month thereafter, subject to
      the
      Executive’s continuous employment with the Company Group (as defined in the
      Plan). Notwithstanding the preceding sentence, the Shares shall immediately
      become fully vested upon the occurrence of (i) a Change in Control (as defined
      in the Plan) of the Company or (ii) the termination of the Executive’s
      employment or other service by the Company Group (as defined in the Plan) other
      than for Cause (as defined in the Plan).




3.  Effect
      of Termination of Employment or other Service .
      Upon
      the termination of the Executive’s employment or other service for any reason
      (or no reason) other than as described in Section 2 above (including, without
      limitation, death or Disability (as defined in the Plan)), any Share which
      has
      not yet become fully vested shall be forfeited, and any certificate therefor
      or
      book entry with respect thereto or other evidence thereof shall be
      cancelled.




4.  Dividends
      and Voting Rights .
      No
      dividend will be payable on unvested Shares; however, the Executive will be
      credited with dividend equivalents equal to the amount or value of the dividends
      that would have been paid on the unvested Shares if they were vested. The
      dividend equivalents, if any, will be credited to a bookkeeping account in
      the
      name of the Executive. Unless the Committee (as defined in the Plan), acting
      in
      its discretion before a dividend is paid, determines otherwise, the amount
      of
      the dividend equivalent will be credited in the form of a restricted share
      of
      Common Stock, the number of which will be equal to the quotient rounded to
      the
      nearest whole number of (a) the total amount of the dividend that would have
      been paid on the Executive’s unvested Shares, divided by (b) the closing price
      per share of Common Stock the NASDAQ
      Global Select Market on
      the
      dividend payment date. The “dividend equivalent” restricted shares will be
      subject to substantially the same vesting, forfeiture and other terms and
      conditions applicable to the corresponding unvested Shares. The Executive will
      be entitled to exercise voting rights with respect to the unvested
      Shares.




5.  Issuance
      of Shares .
      The
      Executive is the record owner of the Shares on the Company’s books, subject to
      the restrictions and conditions set forth in this Agreement. By executing this
      Agreement, the Executive expressly authorizes the Company to cancel, reacquire,
      retire or retain, at its election, any unvested Shares if and when they are
      forfeited in accordance with this Agreement. The Executive will execute and
      deliver such other documents and take such other actions, if any, as the Company
      may reasonably request in order to evidence such action with respect to any
      unvested Shares that are forfeited. If a stock certificate for the Shares is
      issued, it shall bear an appropriate legend to reflect the nature of the
      restrictions applicable to the Shares represented by the certificate, and the
      Committee may require that any or all such certificates be held in custody
      by
      the Company until the applicable restriction have lapsed.




6.  Lapse
      of Restrictions. If, as
      and when Shares become vested, and subject to the satisfaction of applicable
      withholding and other legal requirements, the vested Shares will no longer
      be
      subject to the transfer restrictions contained in this Agreement and the
      Company’s books will be updated accordingly. All the legends shall be removed
      from the stock certificates of the shares of Common Stock covered by the Shares
      at the time of delivery except as otherwise required by applicable law.




7.  Adjustments
      Upon Changes in Capitalization .
      Upon a
      Change in Capitalization (as defined in the Plan), an equitable substitution
      or
      adjustment may be made in the kind and/or number of Shares subject to the
      restricted stock award as may be determined by the Committee, in its sole
      discretion. Any fractional share resulting from such adjustment shall be
      disregarded, and such Shares shall cover only the number of full shares
      resulting from the adjustment.




8.  Tax
      Withholding .
      By
      executing this Agreement, the Executive authorizes the Company to deduct from
      any compensation or any other payment of any kind (including withholding the
      issuance of Shares) due to the Executive the amount of any federal, state,
      local
      or foreign taxes required by law to be withheld as a result of the grant or
      vesting of the Shares in whole or in part; provided, however, that the value
      of
      the Shares and/or cash withheld may not exceed the statutory minimum withholding
      amount required by law. In lieu of such deduction, the Company may condition
      the
      issuance of a certificate or other evidence of ownership for vested Shares
      upon
      the Executive’s payment of cash to the Company or making other arrangements
      satisfactory to the Committee for the payment of such withholding
      obligation.




9.  No
      Employment or other Service Rights .
      Nothing
      contained in this Agreement shall confer upon the Executive any right with
      respect to the continuation of the Executive’s employment or other service with
      the Company Group, or interfere in any way with the right of the Company Group
      to terminate such employment or other service or to increase or decrease, or
      otherwise adjust, the other terms and conditions of the Executive’s employment
      or other service with the Company Group.




10.  Provisions
      of the Plan Control .
      This
      Agreement is subject to all the terms, conditions and provisions of the Plan
      and
      to such rules, regulations and interpretations as may be established or made
      by
      the Committee acting within the scope of its authority and responsibility under
      the Plan. The Executive acknowledges receipt of a copy of the Plan prior to
      execution of this Agreement. The applicable provisions of the Plan shall govern
      in any situation where this Agreement is silent or where the applicable
      provisions of this Agreement are contrary to or not reconcilable with such
      Plan
      provisions.




11.  Compliance
      with Law .
      The
      issuance and delivery of Shares under the Plan shall comply with all relevant
      provisions of law, including, without limitation, the Securities Act of 1933,
      as
      amended, the Securities Exchange Act of 1934, as amended, and the requirements
      of any stock exchange or market upon which the Common Stock may then be listed,
      and shall be further subject to the approval of counsel for the Company with
      respect to such compliance. The Committee may require each person acquiring
      shares of Common Stock to represent to and agree with the Company in writing
      that such person is acquiring the shares without a view to distribution thereof.
      All certificates for shares of Common Stock delivered hereunder shall be subject
      to such stop-transfer orders and other restrictions as the Committee may deem
      advisable under the rules, regulations, and other requirements of the Securities
      and Exchange Commission, any stock exchange or market upon which the Common
      Stock may then be listed, and any applicable federal or state securities law.
      The Committee may cause a legend or legends to be placed on any such
      certificates to make appropriate reference to such restrictions.




12.  Miscellaneous .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without regard to its principles of conflict of laws. This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and may not be amended, except as provided in the
      Plan, other than by a written instrument executed by the parties
      hereto.







IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first above
      written.


**REPUBLIC
              AIRWAYS HOLDINGS INC.**By:
            Name:Title:[Name
              of Executive]