Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2008, Mesa Air Group, Inc. (the "Company"), entered into Amended and Restated Employment Agreements (the "Amended and Restated Agreements") with each of Jonathan G. Ornstein, the Company's Chief Executive Officer, Michael J. Lotz, the Company's President, Chief Operating Officer and Principal Accounting Officer, and Brian S. Gillman, the Company's Executive Vice President and General Counsel. The Amended and Restated Agreements were entered into to (i) comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder; (ii) incorporate the definitions of "change in control" and "disability" provided in the final Section 409A regulations for purposes of payments and benefits triggered by those events; (iii) modify the severance benefit referring to the provision of continued employee benefits for a period of time so as to limit it to continued health benefits for the severance period; (iv) clarify the timing of bonus payments and cash-out of accrued vacation; (v) clarify the timing and limits to expense reimbursements, certain in-kind benefits, and excise tax gross-up payments; and (vi) add a six month delay of payment for severance and other benefits that are deferred compensation, as required by Section 409A.

The foregoing description of the Amended and Restated Agreements is qualified in its entirety by reference to the full text of the Amended and Restated Agreements, copies of which will be filed as Exhibits to the Company's subsequently filed quarterly or annual report filed with the Securities and Exchange Commission.

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