ExpressJet Holdings, Inc. Non-Employee Director Compensation Schedule (2009)

Summary

This document outlines the 2009 compensation plan for non-employee directors of ExpressJet Holdings, Inc. It details annual retainers, meeting fees, stock grants, and other benefits such as reimbursement of expenses and flight benefits. In 2009, directors chose to forgo annual stock grants in favor of a $63,000 annual incentive fee and participation in a stock purchase plan. The agreement specifies compensation amounts for various board roles and meeting participation, and includes provisions for restricted shares, stock options, and certain flight benefits.

EX-10.14A 5 xjt10k123109e1014a.htm EXPRESSJET HOLDINGS, INC. EXHIBIT 10.14A

Exhibit 10.14(a)

ExpressJet Holdings, Inc.

Non-Employee Director Compensation

            The following compensation schedule applied to directors who were not employees of the Company in 2009:1

Annual Retainers

The highest applicable annual retainer amount of the amounts set forth below:

Director

           

$36,000 per year

Committee Chair (other than Audit)

 

$45,000 per year

Audit Committee Chair

 

$49,500 per year

Chairman of the Board

 

$54,000 per year

Meeting Fees

Each board meeting physically attended (Chair)

 

$2,700

Each board meeting physically attended (non-Chair)     

   

$1,800

Each committee meeting physically attended

 

$1,800

Each board or committee meeting, telephonic participation

 

$   900

Reimbursement of appropriate out-of-pocket expenses

 

 

Stock Grants*

     

• 

$31,500 fair market value of restricted shares upon initial election to Board

 

• 

$31,500 Black-Scholes value of stock options upon initial election to Board

 

• 

$31,500 fair market value of restricted shares following each annual stockholders meeting

 

• 

$31,500 Black-Scholes value of stock options following each annual stockholders meeting

The directors voluntarily elected in 2009 to forego annual grants, instead opting for an Annual Incentive Fee in the amount of $63,000 and participation in the ExpressJet Airlines 2009 Treasury Stock Purchase Plan.

Flight Benefits

            Benefits described in the Form of Amended and Restated Letter Agreement relating to certain flight benefits between the Company and our non-employee directors for whom we are able to secure such benefits (previously filed).

1 The compensation reflected in this summary reflects amounts that were payable following voluntary reductions taken in 2008.