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                                                                    EXHIBIT 10.8


                            EXPRESSJET HOLDINGS, INC.

                            2002 STOCK INCENTIVE PLAN


                                   I. PURPOSE

         The purpose of the EXPRESSJET HOLDINGS, INC. 2002 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 in his
capacity as the CEO Committee of the Board (or, if the Chief Executive Officer
is not a Director of the Company or if the CEO Committee of the Board is
dissolved, 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 (i) for the period preceding the time at which the Company becomes
a separate publicly held corporation (within the meaning of Treasury regulation
section 1.162-27(c)(1)), the Board may appoint the Human Resources Committee of
Continental Airlines, Inc. to serve as the Committee, and (ii) in the absence of
the Board's appointment of a committee pursuant to the preceding provisions of
this sentence, the Board shall serve as the Committee.

         (f) "COMMON STOCK" means the 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.



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         (o) "PLAN" means the ExpressJet Holdings, Inc. 2002 Stock Incentive
Plan, as amended from time to time.

         (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 in his capacity as CEO Committee of
the Board (or, if the Chief Executive Officer is not a Director of the Company
or if the CEO Committee of the Board is dissolved, 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



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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, 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
500,000 (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 that 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, any shares subject to Options
that are canceled or repriced being counted against such maximum number of
shares to the extent required under section 162(m) of the Code and applicable
interpretive authority thereunder.

         (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 that may be issued under the
Plan and covered by



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Awards granted under the Plan, as well as 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 immediately before such election shall
cease to constitute a majority of the Board; provided, however, that the term
"Change in Control" shall not include (A) any initial public offering of Common
Stock, (B) any distribution to the stockholders of Continental Airlines, Inc.
("Continental") or other sale or disposition by Continental of any shares of
Common Stock owned by Continental, (C) any equity security ownership or action
taken by Continental, an affiliate of Continental, or the trustees of any
employee benefit plan maintained by Continental prior to the date upon which
Continental and such affiliates and trustees have distributed, sold or otherwise
disposed of all of their respective shares of Common Stock, or during any period
in which Continental or any such person is an "Exempt Person" within the meaning
of that certain Amended and Restated Rights Agreement, dated as of
______________, 2002 between the Company, Mellon Investor Services LLC, a New
Jersey limited liability company and Continental, as the same may be amended
from time to time, or any similar agreement into which the Company may enter in
the future. 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 other 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





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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 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.



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         (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 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.

         (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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