ExpressJet Holdings, Inc. Non-Employee Director Compensation Schedule
This document outlines the compensation structure for non-employee directors of ExpressJet Holdings, Inc. It details annual retainers, meeting fees, stock grants, and flight benefits provided to directors who are not company employees. The schedule specifies different compensation amounts before and after September 11, 2008, including cash payments, stock awards, and reimbursement of expenses. It also notes that directors chose not to receive annual stock grants in 2008. The agreement ensures non-employee directors are compensated for their service and participation in board and committee activities.
Exhibit 10.13
ExpressJet Holdings, Inc.
Non-Employee Director Compensation
The following compensation schedule applied to directors who were not employees of the Company, up to September 11, 2008:
Annual Retainers
The highest applicable annual retainer amount of the amounts set forth below:
| Director |
| $40,000 per year |
| Committee Chair (other than Audit) |
| $50,000 per year |
| Audit Committee Chair |
| $55,000 per year |
| Chairman of the Board |
| $60,000 per year |
Meeting Fees
| Each board meeting physically attended (Chair) |
| $3,000 |
| Each board meeting physically attended (non-Chair) |
| $2,000 |
| Each committee meeting physically attended |
| $2,000 |
| Each board or committee meeting, telephonic participation |
| $1,000 |
| Reimbursement of appropriate out-of-pocket expenses |
|
|
Stock Grants*
|
| • | $35,000 fair market value of restricted shares upon initial election to Board |
|
| • | $35,000 Black-Scholes value of stock options upon initial election to Board |
|
| • | $35,000 fair market value of restricted shares following each annual stockholders meeting |
|
| • | $35,000 Black-Scholes value of stock options following each annual stockholders meeting |
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).
Effective September 11, 2008, the following compensation schedule applied to directors who were not employees of the Company:
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 |
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).
* The directors elected not to take the annual stock grants provided for herein during 2008.
