Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of 2007 Stock Incentive Plan At the Annual Meeting of Stockholders held May 14, 2009 (the "Annual Meeting"), the Company's stockholders approved the ExpressJet Holdings, Inc. 2007 Stock Incentive Plan as Amended and Restated as of May 14, 2009 (as amended and restated, the "Restated Plan"). The summary of the Restated Plan contained in the Company's Proxy Statement dated April 2, 2009 relating to the Annual Meeting (the "Proxy Statement") is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Restated Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Proxy Statement was filed with the Securities and Exchange Commission on April 1, 2009. The description of the Restated Plan begins on page 31 of the Proxy Statement under the heading "Proposal 2: APPROVAL OF AMENDMENT AND RESTATEMENT OF 2007 STOCK INCENTIVE PLAN."
Amendment to Management Bonus Plan On May 14, 2009, the Human Resources Committee of the Company's board of directors (the "Committee") approved the First Amendment (the "First Amendment"), effective as on January 1, 2009, to the ExpressJet Holdings, Inc. Management Bonus Plan (as amended, the "Management Bonus Plan"). The following summary description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
The First Amendment decreased the target bonus amount for the Company's Chief Financial Officer from 45% of base salary for the fiscal year to 40% of base salary for the fiscal year, which is consistent with the target bonus levels for the Company's other vice presidents. As explained in more detail in the Proxy Statement under the heading "COMPENSATION OF EXECUTIVE OFFICERS--Management Bonus Plan" on page 13, any bonuses awarded under the Management Bonus Plan are contingent upon the achievement of a defined target level of operating income with no awards for negative income. In 2007 and 2008, no bonuses were awarded.

Item 9.01 Financial Statements and Exhibits.
d. Exhibits.
10.1 ExpressJet Holdings, Inc. 2007 Stock Incentive Plan (as Amended and Restated Effective as of May 14, 2009) (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement dated April 2, 2009 that was filed on April 1, 2009, File no. 1-31300).
10.2 First Amendment to ExpressJet Holdings, Inc. Management Bonus Plan.

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