ExpressJet Holdings, Inc. Non-Employee Director Compensation

EX-10.13 4 xjt10k123108e1013.htm EXPRESSJET HOLDINGS, INC. EXHIBIT 10.13 ExpressJet Holdings

                                                                                                            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.