xjt




	
Exhibit 4.4(b)











	
FORM OF OUTSIDE DIRECTOR STOCK OPTION AGREEMENT

 (Pursuant to the terms of the

 EXPRESSJET HOLDINGS, INC.

 2007 STOCK INCENTIVE PLAN)













            This STOCK OPTION
AGREEMENT (this “Option 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.





            To carry out the purposes of the
EXPRESSJET HOLDINGS, INC. 2007 STOCK INCENTIVE PLAN (the “Plan”), by affording Participant the opportunity to
purchase shares of Company’s common stock, $.01 par value per share (“Common Stock”), and in consideration of the
mutual agreements and other matters set forth herein and in the Plan, Company and Participant hereby agree as follows:





1.         Grant of
Option.  Company hereby grants to Participant the right, privilege and option as herein set
forth (the “Option”) to purchase up to _______ (_____) shares (the “Shares”) of Common Stock, in accordance
with the terms of this Option Agreement.  The Shares, when issued to Participant upon the exercise of the Option, shall be
fully paid and nonassessable.  The Option is granted pursuant to 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 Option Agreement.  Participant
agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Option 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 Option Agreement unless otherwise provided.  The Option is not intended to qualify as
an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.





2.         Option
Term.  Subject to earlier termination as provided herein, the Option shall terminate on the
10th anniversary of the date of grant of the Option.  The period during which the Option is in effect is referred
to as the “Option Period”.





3.         Option
Exercise Price.  The exercise price (the “Option Price”) of the Shares subject to
the Option shall be $____________ per Share (which is the Fair Market Value per Share on the date hereof).





4.         Vesting.  Subject to the following provisions of this Paragraph 4, the total number of
Shares subject to the Option shall vest on the six-month anniversary of the date of grant of the Option.  In addition, (i) if
Participant’s service on the Board terminates by reason of death or disability prior to the vesting of the Option as provided
in the preceding sentence, then the total number of Shares subject to the Option shall vest on the date of the termination of
Participant’s service on the Board, and (ii) if a Change in Control shall occur prior to the vesting of the Option as
provided in the preceding sentence and if Participant has been a member of the Board continuously from the date of grant of the
Option to the date of such Change in Control, then the total number of Shares subject to the Option shall vest on the date of such
Change in Control.  The vested Shares that may be acquired under the Option may be purchased at any time after they become
vested, in whole or in part, during the Option Period (subject to earlier termination as provided in Paragraph 6 below).












5.         Method of
Exercise.  To exercise the Option, Participant shall deliver an irrevocable written notice to
Company (to the attention of the Secretary of Company) stating the number of Shares with respect to which the Option is being
exercised together with payment for such Shares.  Payment shall be made (i) in cash or by check acceptable to Company, (ii) by
tendering previously acquired Shares, valued at their then Fair Market Value (iii) with consent of the Committee, by delivery of
other consideration (including where permitted by law, other Awards) having a Fair Market Value on the exercise date equal to the
total purchase price (iv) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the
exercise of the Option or (v) any combination of (i), (ii), (iii) or (iv) above.  In addition, at the request of Participant,
and to the extent permitted by applicable law and subject to Paragraph 15, the Option may be exercised pursuant to a
“cashless exercise” arrangement with any brokerage firm approved by the Committee or its delegate under which
arrangement such brokerage firm, on behalf of Participant, shall pay to Company the exercise price of the Options being exercised,
and Company, pursuant to an irrevocable notice from Participant, shall promptly after receipt of the exercise price deliver the
shares being purchased to such brokerage firm.





6.         Termination of
Board Service.  The Option shall immediately terminate as to all Shares subject thereto on the
date of the termination of Participant’s service on the Board if such Shares have not yet vested pursuant to Paragraph 4
above on or before the date of such termination of Participant’s service on the Board.  If the Shares subject to the
Option have vested pursuant to Paragraph 4 above on or before the date of the termination of Participant’s service on the
Board, then the Option shall terminate on the earlier of (i) the date that is one year after the date of termination of
Participant’s service on the Board and (ii) the expiration of the Option Period.





7.         Reorganization
of Company and Subsidiaries.  The existence of the Option shall not affect in any way the right
or power of the Board or the stockholders of Company or any subsidiary to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in Company's or any subsidiary’s capital structure or its business, or
any merger or consolidation of Company or any subsidiary, or any issue of bonds, debentures, preferred or prior preference stock
ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation of Company or any subsidiary, 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, appropriate adjustments shall be made by the
Committee in its sole discretion to the terms and provisions of the Option (including, without limitation, adjustments to the
number or type of shares or other property subject to the Option and the applicable Option Price).





9.         No Rights in
Shares.  Participant shall have no rights as a stockholder in respect of Shares until
Participant purchases such Shares under this Option Agreement and such Shares are credited to Participant’s account or until
Participant becomes the holder of record of such Shares.





10.        Certain
Restrictions.  By exercising the Option, Participant agrees that if at the time of such exercise
the sale of Shares issued hereunder is not covered by an effective registration statement filed under the Securities Act of 1933
(“Act”), Participant will acquire the Shares 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 Option Agreement.












11.        Shares
Reserved.  Company shall at all times during the Option Period reserve and keep available such
number of Shares as will be sufficient to satisfy the requirements of this Option.





12.        Nontransferability
of Option.  The Option granted pursuant to this Option Agreement is not transferable other than
by will, the laws of descent and distribution or by qualified domestic relations order.  The Option will be exercisable during
Participant's lifetime only by Participant or by Participant's guardian or legal representative.  No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Participant.





13.        Amendment and
Termination.  No amendment or termination of the Option 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 rights of Participant under the Option without the written consent of Participant.





14.        No Guarantee of
Board Service.  The Option 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 Board service at
any time. 





15.        Withholding of
Taxes.  Company shall have the right to (i) make deductions from the number of Shares otherwise
deliverable upon exercise of the Option 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.





16.        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 the
Option.





17.        Severability.  In the event that any provision of the Option shall be held illegal, invalid,
or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the
Option, and the Option shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been
included herein.





18.        Governing
Law.  This Option Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to conflicts of law principles thereof.





            IN WITNESS
WHEREOF, the parties have entered into this Option Agreement as of the ________ day of _______,
200___.






	
                                           

	
       

	
“COMPANY”

 EXPRESSJET HOLDINGS, INC.

 By Order of the Committee

 


	
                                                 

	
       

	
By:                                                      


 Name:                                                  


 Title:                                                    


 


	
                                                 

	
       

	
“PARTICIPANT”


	
                                                 

	
       

	
                                                           


 Name: