exv4w9






Exhibit 4.9




OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT

(Pursuant to the terms of the

Expressjet Holdings, Inc.

2007 Stock Incentive Plan)




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



     1. Grant of Restricted Stock. Company hereby grants to Participant all rights, title
and interest in the record and beneficial ownership of _______________(xxxx) 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 the other provisions of this
Agreement. The Restricted Stock is granted pursuant to and to implement in part the ExpressJet
Holdings, Inc. 2007 Stock Incentive Plan (as amended and in effect from time to time, the “Plan”)
and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a
part hereof, as well as the provisions of this Agreement. Participant agrees to be bound by all of
the terms, provisions, conditions and limitations of the Plan and this Agreement. All capitalized
terms have the meanings set forth in the Plan unless otherwise specifically provided. All
references 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 the occurrence of any of the events contemplated by Paragraph 5(b) or 5(c),
Company shall issue and deliver to Participant a certificate or certificates for the Restricted
Stock (or shall otherwise cause the Restricted Stock to be credited to an account on behalf of
Participant). Prior to the satisfaction of such vesting conditions or the occurrence of such
events, the Restricted Stock is not transferable and shall be held in trust or in escrow pursuant
to an agreement satisfactory to the Committee until such time as the applicable restrictions on the
transfer thereof have expired or otherwise lapsed.



     3. Risk of Forfeiture. Subject to Paragraphs 5(b) and 5(c), should Participant’s
service on the Board terminate prior to the vesting date set forth in Paragraph 4, Participant
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 date hereof.



     5. Termination of Board Service; Change in Control. Termination of Participant’s
service on the Board, death or disability of Participant, or occurrence of a Change in Control,
shall affect Participant’s rights under this Agreement as follows:




     (a) Termination of Board Service Generally. If, other than as specified below,
Participant’s service on the Board is terminated, then Participant shall forfeit the right
to



 









 







receive the Restricted Stock if the Restricted Stock has not yet vested pursuant to
Paragraph 4.




     (b) Change in Control. If a Change in Control shall occur prior to the vesting
of the Restricted Stock pursuant to Paragraph 4 and if Participant has been a member of the
Board continuously from the date hereof to the date of such Change in Control, then
immediately the Restricted Stock shall fully vest, all restrictions (other than those
described in Paragraph 9) applicable to the Restricted Stock shall terminate and Company
shall release from escrow or trust and shall issue and deliver to Participant a certificate
or certificates for the Restricted Stock (or shall otherwise cause the Restricted Stock to
be credited to an account on behalf of Participant).




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



     6. Ownership Rights. Subject to the restrictions set forth herein and subject to
Paragraph 8, Participant is entitled to all voting and ownership rights applicable to the
Restricted Stock, including the right to receive any dividends 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 the right or power of Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in Company’s capital structure
or its business, or any merger or consolidation of Company or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights
thereof, or the dissolution or liquidation of Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act 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 of rights or warrants and similar
transactions or events involving Company (“Recapitalization Events”), then for all purposes
references herein to Common Stock or to Restricted Stock shall mean and include all securities or
other property (other than cash) that holders of Common Stock of Company are entitled to receive in
respect of Common Stock by reason of each successive Recapitalization Event, which



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securities or other property (other than cash) shall be treated in the same manner and shall
be subject to the same restrictions as the underlying Restricted Stock.



     9. Certain Restrictions. By accepting the Restricted Stock, Participant agrees that
if at the time of delivery of certificates for shares of Restricted Stock issued hereunder any sale
of such shares is not covered by an effective registration statement filed under the Securities Act
of 1933 (the “Act”), Participant will acquire the Restricted Stock for Participant’s own account
and without a view to resale or distribution in violation of the Act or any other securities law,
and upon any such acquisition Participant will enter into such written representations, warranties
and agreements as Company may reasonably 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 and distribution or by qualified domestic relations order. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or
torts of Participant.



     11. Amendment and Termination. No amendment or termination of this Agreement which
would impair the rights of Participant shall be made by the Board or the Committee at any time
without the written consent of Participant. No amendment or termination of the Plan will adversely
affect the right, title and interest of Participant under this Agreement or to Restricted Stock
granted hereunder without the written consent of Participant.



     12. No Guarantee of Board Service. This Agreement shall not confer upon Participant
any right with respect to continuance of service on the Board, nor shall it interfere in any way
with any right to terminate Participant’s service on the Board at any time.



     13. Withholding of Taxes. Company shall have the right to (i) make deductions from
the number of shares of Restricted Stock otherwise deliverable upon satisfaction of the conditions
precedent under this Agreement (and other amounts payable under this Agreement) 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.



     14. No Guarantee of Tax Consequences. Neither Company nor any subsidiary nor the
Committee makes any commitment or guarantee that any federal 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, or unenforceable for any reason, such provision shall be fully severable, but
shall not affect the remaining provisions of this Agreement and this Agreement shall be construed
and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.



     16. Governing Law. The Agreement shall be construed in accordance with the laws of
the State of Delaware to the extent federal law does not supersede and preempt Delaware law.



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     17. Electronic Delivery and Signatures. Participant 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 signature system for delivery and
acceptance of Plan documents (including documents relating to any programs adopted under the Plan),
Participant hereby consents to such procedures and agrees that his or her electronic signature is
the same as, and shall have the same force and effect as, his or her manual signature. Participant
consents and agrees that any such procedures and delivery may be effected by a third party engaged
by 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”





EXPRESSJET HOLDINGS, INC.

By Order of the Committee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	“Participant”

 	 
	 	  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 




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