XJT




	
Exhibit 4.4(d)











	
FORM OF 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 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.





           
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.















            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: