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Human Resources Committee Charter

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CHARTER OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF EXPRESSJET HOLDINGS, INC.

Establishment | Process | Duties

Establishment

1. The Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of ExpressJet Holdings, Inc., a Delaware corporation (the “Company”), has been established and this Charter adopted, as last amended by resolution of the Board on May 3, 2006, pursuant to Article III of the Bylaws of the Company.
2. The Committee shall at all times consist of at least two directors, and may consist of such greater number of directors as the Board appoints to the Committee from time to time by resolution of the Board. No member of the Committee may be an employee of the Company or any of its subsidiaries, and each member of the Committee shall be a “Non-Employee Director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an “outside director” within the meaning of section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
3. The members of the Committee shall be appointed or reappointed at the meeting of the Board immediately following each annual meeting of stockholders of the Company. Each member of the Committee shall continue as a member thereof until his or her successor is appointed or until his or her earlier death, resignation, removal or cessation as a director of the Company.

Process

4. The Chairman of the Board or, if the Chairman of the Board shall fail to do so, the members of the Committee, shall appoint a Chair of the Committee from among the members of the Committee. If the Chair of the Committee is not present at any meeting of the Committee, the members of the Committee shall appoint an acting Chair for such meeting. The Secretary of the Company, or any Assistant Secretary of the Company, shall attend each meeting of the Committee and shall act as secretary of such meeting.
5. The time and place of meetings of the Committee and the procedures to be followed at such meetings shall be determined from time to time by the members of the Committee; provided that:
   1. a quorum for meetings shall be a majority of the members, present in person or by telephone or other telecommunications device permitting all persons participating in the meeting to speak to and hear each other;
   2. the affirmative vote of a majority of the members of the Committee shall be the act of the Committee;
   3. the Committee may act by unanimous written consent signed by each member of the Committee;
   4. the Committee shall keep minutes of its proceedings and shall deliver the same (and reports and recommendations to the Board) to the Secretary of the Company;
   5. all minutes of meetings of the Committee, and all unanimous written consents of the Committee, shall be filed with the records of meetings of the Committee;
   6. the Chair, or any member of the Committee, or the Secretary of the Company at the direction of the Chair of the Committee, the Chairman of the Board or the Chief Executive Officer of the Company, shall have the authority to call meetings of the Committee; and
   7. notice of the time and place of every regular meeting of the Committee (which meeting shall be deemed a regular meeting if it occurs on the same date as a meeting of the Board of Directors) shall be given in writing or by facsimile transmission to each member of the Committee at least five days before any such regular meeting, and notice of the time and place of every special meeting of the Committee shall be given in writing or by facsimile transmission to each member of the Committee not later than the close of business on the second day next preceding the day of the meeting; provided that in each case a member may waive notice of any meeting.

Duties

6. The Committee shall administer (i) the Company’s 2002 Incentive Plan as provided for therein, (ii) the Company’s Management Bonus Plan, and (iii) such other compensation, retirement or other plans or programs as the Board may from time to time designate.
7. Having regard for the competitive position of the Company, internal equity, individual performance and such other considerations as the Committee shall deem appropriate, the Committee shall, at least annually, review and determine (or, at its discretion, review and recommend to the Board for approval the remuneration (including salaries, bonuses and other forms of compensation) of the Chief Executive Officer and any other executives of the Company or any subsidiary designated by the Committee (the “Senior Executives”) and, in connection therewith, the Committee shall have the power to retain such consultants or advisors as it shall deem necessary or appropriate. The Committee shall annually approve any goals for the compensation programs of the Company and evaluate the performance of the Chief Executive Officer against those goals and generally.
8. The Committee shall review and approve or disapprove the terms and conditions of any proposed offer of employment to any Senior Executive, the form of any employment agreement or severance agreement with any Senior Executive, and the form of employment agreement or severance agreement with any other officer or other employee of the Company or any subsidiary designated by the Committee (provided, that if a general form of employment agreement or severance agreement for Senior Executives or other officers or employees has been approved by the Committee, then approval by the Committee of any proposed employment agreement or severance agreement with a particular Senior Executive, officer or other employee shall only be necessary if the proposed agreement deviates materially from the general form of agreement previously approved).
9. The Committee shall review and determine (or, at its discretion, review and recommend to the Board for approval) from time to time the general compensation structure and practices of the Company, and the plans and policies of the Company for recruiting, developing and motivating employees of the Company.
10. The Committee shall review and approve any report to stockholders on executive compensation which is required by the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
11. The Committee shall review and report to the Board, from time to time as deemed appropriate by the Committee or as requested by the Board, on the appropriateness and adequacy of the executive organizational structure of the Company and on plans for the succession of Senior Executives.
12. The Committee shall fulfill such other duties and responsibilities as assigned to the Committee from time to time by the Board.
13. The Committee shall report on its activities to the Board.
14. The Committee shall annually evaluate its own performance.