exv4w8






Exhibit 4.8




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. The Company hereby grants to Participant all rights,
title and interest in the record and beneficial ownership of _______________(###,###) 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 such number of
shares of Restricted Stock (or shall otherwise cause such shares to be credited to an account on
behalf of Participant) as are required to be issued and delivered under this Agreement. 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
employment (defined below) with Company and each subsidiary (as the term “subsidiary” is defined in
the Plan) terminate prior to any of the vesting dates set forth in Paragraph 4, Participant shall
forfeit the right to receive the Restricted Stock that would otherwise have vested on such dates.



     4. Vesting Dates. Subject to Paragraph 5, the shares of Restricted Stock subject to
this Agreement shall vest in twenty-five percent (25%) increments on each of ____________.



     5. Termination of Employment; Change in Control. Voluntary or involuntary
termination of employment, retirement, death or disability of Participant, or occurrence of a
Change in Control, shall affect Participant’s rights under this Agreement as follows:



 









 






     (a) Voluntary or Involuntary Termination. If, other than as specified below,
Participant voluntarily terminates employment (defined below) or if Participant’s employment
is terminated involuntarily, then Participant shall forfeit the right to receive all shares
of Restricted Stock that have not theretofore vested pursuant to Paragraph 4.




     (b) Change in Control. If a Change in Control shall occur, then immediately
all nonvested Restricted Stock that has not been forfeited prior to the date of such Change
in Control shall fully vest, all restrictions (other than those described in Paragraph 9)
applicable to such Restricted Stock shall terminate and Company shall release from escrow or
trust and shall issue and deliver to Participant a certificate or certificates for all shares of such Restricted Stock (or shall otherwise cause such shares to be credited to an
account on behalf of Participant).




     (c) Retirement, Death or Disability. If Participant’s employment is terminated
by retirement, death or disability, then immediately all nonvested Restricted Stock shall
fully vest, all restrictions (other than described in Paragraph 9) applicable to Restricted
Stock shall terminate and Company shall release from escrow or trust and shall issue and
deliver to Participant, or 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’s personal
representative, a certificate or certificates for all Restricted Stock (or shall otherwise
cause such shares to be credited to an account on behalf of Participant or such other
parties as applicable).




     (d) Definition of Employment. For purposes of this Agreement, “employment”
means employment by Company or a subsidiary. Without limiting the scope of the preceding
sentence, it is specifically provided that Participant shall be considered to have
terminated employment at the time of the termination of the “subsidiary” status of the
entity that employs Participant. In this regard, neither the transfer of Participant from
employment by Company to employment by a subsidiary nor the transfer of Participant from
employment by a subsidiary to employment by Company or another subsidiary shall be deemed to
be a termination of employment of Participant. Moreover, the employment of Participant
shall not be deemed to have been terminated because of absence from active employment on
account of temporary illness or during authorized vacation or during temporary leaves of
absence from active employment granted by Company or a subsidiary for reasons of
professional advancement, education, health, or government service, or during military leave
for any period if Participant returns to active employment within 90 days after the
termination of military leave, or during any period required to be treated as a leave of
absence by virtue of any valid law or agreement. The Committee’s determination in good
faith regarding whether a termination of employment of any type or disability has occurred
shall be conclusive and determinative.



     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



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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 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 Employment. This Agreement shall not confer upon Participant any
right with respect to continuance of employment or other service with Company



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or any subsidiary, nor shall it interfere in any way with any right Company or any subsidiary
would otherwise have to terminate such Participant’s employment or other service 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.



     17. Miscellaneous Provisions.



          (a) Not a Contract of Employment; No Acquired Rights. The adoption and maintenance of
the Plan shall not be deemed to be a contract of employment between the Company or any of its
subsidiaries and any person. Receipt of an Award under the Plan at any given time shall not be
deemed to create the right to receive in the future an Award under the Plan, or any other incentive
awards granted to an employee of the Company or any of its subsidiaries, and shall not constitute
an acquired labor right for purposes of any foreign law. The Plan shall not afford any Participant
of an Award any additional right to severance payments or other termination awards or compensation
under any foreign law as a result of the termination of such Participant’s employment for any
reason whatsoever.




          (b) Not a Part of Salary. The grant of an Award under the Plan is not intended to be
a part of the salary of Participant.




          (c) Foreign Indemnity. Participant agrees to indemnify Company for the Participant’s
portion of any social insurance obligations or taxes arising under any foreign law with respect to
the grant of this Restricted Stock Award, the vesting of the Restricted Stock or the sale or other
disposition of the Restricted Stock.




          (d) Conflicts With Any Employment Agreement. If Participant has an employment
agreement with Company or any of its subsidiaries which contains different or



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additional provisions relating to vesting of restricted stock awards, or otherwise conflicts
with the terms of this Agreement, the provisions of the employment agreement shall govern.




          (e) 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 the 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 the 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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