Jetblue Airways Corp 8-K/A, filed Feb 14, 2024
Jetblue Airways Corp (JBLU)
8-K/A
2024-02-14
For: 2024-01-07
View Original
Added on
April 11, 2026
About this 8-K/A
Jetblue Airways Corp filed this 8-K/A on February 14, 2024, reporting on events of January 7, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 7, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(718 ) 286-7900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Report on Form 8-K filed by JetBlue Airways Corporation (“JetBlue” or the “Company”) with the U.S. Securities and Exchange Commission on January 8, 2024 (the “Original Form 8-K”), on January 7, 2024, Robin Hayes notified the Company of his decision to retire from his position as Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), effective February 12, 2024 (the “Transition Date”). Joanna Geraghty, the Company’s President and Chief Operating Officer, succeeded Mr. Hayes as Chief Executive Officer and joined the Company’s Board and the Airline Safety Committee and the Technology Committee of the Board, in each case effective as of the Transition Date. This Amendment No. 1 to Form 8-K (this “Form 8-K/A”) amends and supplements the Original Form 8-K. This Form 8-K/A is being filed to disclose Ms. Geraghty’s new compensation arrangement in connection with her appointment as Chief Executive Officer. Such compensation arrangement had not been determined at the time of the filing of the Original Form 8-K. Other than as set forth in this Form 8-K/A, all information set forth in the Original Form 8-K remains unchanged.
On February 11, 2024, the Company entered into an employment agreement with Ms. Geraghty (the “Employment Agreement”), which will govern the terms of Ms. Geraghty’s employment with the Company as its Chief Executive Officer and replace her prior employment agreement, dated as of June 21, 2023, with the Company. Ms. Geraghty’s employment under the Employment Agreement commenced on the Transition Date and will terminate on the earlier of the fourth anniversary of the Transition Date or the date of earlier termination in accordance with the terms of the Employment Agreement. For her services during the term of the Employment Agreement, Ms. Geraghty will receive an annual base salary of $700,000 and will be eligible for: (a) an annual incentive bonus, currently at a target of 175% of her base salary; (b) an annual award pursuant to the Company’s shareholder-approved equity compensation plan as in effect from time to time; and (c) health and welfare benefits, savings and retirement plans eligibility, flight benefits and fringe benefits and indemnification and officers’ insurance, in each case consistent with those provided to other senior executive officers of the Company. Should Ms. Geraghty be involuntarily terminated during the term of the Employment Agreement without cause or resign for good reason, the Employment Agreement provides that she will be eligible for severance under the 2020 Amended and Restated JetBlue Airways Corporation Severance Plan. The Employment Agreement also provides for customary confidentiality, non-competition, non-solicitation and non-disparagement obligations.
The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JETBLUE AIRWAYS CORPORATION | |||||||||||||||||
| (Registrant) | |||||||||||||||||
| Date: | February 14, 2024 | By: | /s/ Brandon Nelson | ||||||||||||||
| Brandon Nelson | |||||||||||||||||
| General Counsel and Corporate Secretary | |||||||||||||||||
Execution Version
Exhibit 10.1
EMPLOYMENT AGREEMENT
This AGREEMENT (the “Agreement”) is dated as of February 11, 2024, by and between JetBlue Airways Corporation, a Delaware corporation (the “Company”), and Joanna Geraghty, an individual (the “Executive”).
WHEREAS, the Company and the Executive are party to that certain employment agreement dated as of June 21, 2023, pursuant to which the Executive serves as the President and Chief Operating Officer (“President and COO”) of the Company (the “Prior Employment Agreement”);
WHEREAS, the Company and the Executive have agreed that, on February 12, 2024 (the “Effective Date”), the Executive shall relinquish her role as President and COO and serve as the Chief Executive Officer of the Company;
WHEREAS, in furtherance of the foregoing, effective upon the Effective Date, the Prior Employment Agreement shall terminate and shall not govern the terms and conditions of the Executive’s employment with and service to the Company following the Effective Date;
WHEREAS the Company and the Executive desire to enter into this Agreement, to govern the terms and conditions of the Executive’s employment as Chief Executive Officer of the Company, commencing on the Effective Date and
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) and the Board have determined that the Agreement is in the best interests of the shareholders of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed as follows:
1.Employment and Duties.
(a)General. During the Term (defined below), the Executive shall serve as the Chief Executive Officer of the Company, reporting to the Board. The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be assigned to the Executive from time to time by the Board. The Executive’s principal place of employment shall be the principal offices of the Company currently located in the New York City area; provided, however, that the Executive understands and agrees that she will be required to travel from time to time for business reasons.
(b)Exclusive Services. For so long as the Executive is employed by the Company, the Executive agrees that she will devote her primary care and attention to the business of the Company. The Executive agrees that she will faithfully serve the Company, will in all respects conform to and comply with the lawful and good faith directions and instructions given to her by the Board and will use her best efforts to promote and serve the best interests of the Company. The Executive may from time to time engage in and/or serve such civic, charitable, community, educational, religious or professional boards or activities, or engage in other business activities and serve on one private or public company board with the prior approval of the Company, not to unreasonably be withheld, provided that they do not interfere with her responsibilities to the Company and do not constitute an actual or apparent conflict of interest to the Company; provided further, however, that it shall not be a violation of this Agreement
|US-DOCS\147702364.12||
for the Executive to continue to serve on the company board on which she serves as of the date hereof.
2.Term of Employment. The Executive’s employment under this Agreement shall commence on the Effective Date and shall terminate on the earlier of (i) February 12, 2028 or (ii) the termination of the Executive’s employment under this Agreement. The period from the Effective Date until the termination of the Executive’s employment under this Agreement is referred to as the “Term.”
3.Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:
(a)Base Salary. On and as of the Effective Date, the Company shall pay to the Executive an annual base salary (the “Base Salary”) at the rate of $700,000, payable in substantially equal installments at such intervals as may be determined by the Company in accordance with its ordinary payroll practices as established from time to time.
(b)Bonus. For each fiscal year during the Term, the Executive shall be eligible to receive an annual incentive bonus (the “Bonus”) as provided by the Company to its senior executives in accordance with the terms then in place. For 2024, the Bonus target shall be 150% of the Executive’s base salary payable under the Prior Agreement from January 1 through the Effective Date and 175% of the Executive’s Base Salary payable under Section 3(a) of this Agreement from the Effective Date through December 31, 2024. For any fiscal year after 2024, the target shall be 175% of the Base Salary as in effect from time to time. The actual amount of the Bonus shall be reviewed and approved by the Board in its sole and absolute discretion. The Bonus shall be paid at the same time bonuses are paid to other senior executives, but in no event later than March 15 of the year following the fiscal year to which the Bonus relates. Except as otherwise set forth in this Agreement, the Executive must remain continuously employed by the Company through the date on which the Bonus is paid to be eligible to receive such Bonus; provided, however, that the Executive will be eligible to receive the Bonus for the final year of the Executive’s employment if she remains employed with the Company through December 31st of the final year. From time to time, the Board may determine to modify (including terminating the use of) a bonus element used to compensate its senior executives, including the Executive, and the Executive’s compensation shall then reflect the compensation elements then approved by the Board and adopted by the Company.
(c)Equity Awards. The Executive shall be eligible to receive annual awards of JetBlue equity pursuant to an award agreement and subject to the terms and conditions of the Company’s shareholder approved equity-compensation plan as in effect from time to time (the “Plan”), as may be determined by the Committee in the exercise of its business judgment, subject to the approval of the Board. From time to time, the Committee and the Board may determine to modify (including terminating the use of) the equity vehicles used to compensate its senior executives, including the Executive, and the Executive’s compensation shall then reflect the equity vehicles then approved by the Committee and the Board and adopted by the Company.
(d)The elements of the Executive’s compensation set forth in Section 3(a)-(c) above shall be reviewed and approved by the Committee, based upon the
2
Executive’s performance, not less often than annually, and approved by the Board. The Base Salary may be increased from time to time, but not decreased. As the payment of the Bonus and equity awards are contingent upon performance, those elements are dependent upon the Executive achieving the Company and her goals and payouts may vary accordingly.
(e)Savings and Retirement Plans. The Executive shall be entitled to participate in all savings and retirement plans applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.
(f)Welfare Benefit Plans. The Executive and/or her family shall be eligible to participate in and shall receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.
(g)Expenses. The Company shall reimburse the Executive for reasonable business-related expenses incurred by the Executive in the fulfillment of her duties hereunder in accordance with the applicable expense reimbursement policies and procedures of the Company as in effect from time to time.
(h)Vacation. The Executive shall be entitled to vacation time consistent with the applicable policies of the Company for senior executives as in effect from time to time.
(i)Fringe Benefits; Indemnification; D&O Insurance. The Executive shall be entitled to such fringe benefits as may be available generally to other senior executives of the Company. The Company shall provide the Executive with indemnification, advancement of expenses and directors’ and officers’ insurance entitlements as are provided to other senior executives of the Company.
(j)Flight Benefits. During the Term and thereafter, the Executive shall be entitled to travel privileges consistent with the terms and conditions of the applicable policies of the Company for senior executives as in effect from time to time and that certain letter from the Company to the Executive dated as of July 24, 2023 (the “Side Letter”).
4.Termination of Employment.
(a)Termination for Cause or Resignation without Good Reason. If, prior to the expiration of the Term, the Company terminates the Executive’s employment for Cause or if the Executive resigns from her employment hereunder other than for Good Reason (each such term as defined in the Amended and Restated JetBlue Airways Corporation Severance Plan, dated July 8, 2020 as in effect on the date hereof (such plan, the “Severance Plan”)), the Executive shall only be entitled to payment of unpaid Base Salary through and including the date of termination or resignation and any other amounts or benefits required to be paid or provided by law or under any plan or program of the Company (“Other Accrued Compensation and Benefits”). The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment and shall not be eligible to receive benefits under the Severance Plan.
3
(b)Termination without Cause, Resignation with Good Reason or Expiration of Term.
(i)If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause or the Executive resigns with Good Reason, the Executive will be eligible to receive (x) severance and other benefits provided pursuant to Article IV of the Severance Plan as if she were eligible to receive such severance and benefits under Article IV of the Severance Plan, subject to Section 4(b)(ii) below and any other conditions of the Severance Plan; (y) continued flight benefits in accordance with Section 3(j) above; and (z) the Executive’s outstanding equity awards shall be subject to the applicable terms and conditions of the Severance Plan, the Plan and/or the applicable award agreement.
(ii)If following a termination of employment without Cause or a resignation with Good Reason, in each case during the Term, the Executive breaches the provisions of Sections 5 through 9 hereof, the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 4(b)(i), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.
(iii)If, on or following expiration of the Term, the Executive continues to be employed by the Company, the Executive will participate in the Severance Plan in lieu of the foregoing whether or not she is employed in a position that is otherwise eligible to participate in the Severance Plan; provided, however, that the level of benefits to be provided to the Executive under the Severance Plan following the expiration of the Term shall be no less favorable than the level of benefits currently provided to similarly situated executives under the Severance Plan as of the Effective Date.
(c)Termination Due to Death or Disability. The Executive’s employment with the Company shall terminate automatically on the Executive’s death. In the event of the Executive’s Disability, as defined below, the Company shall be entitled to terminate her employment. In the event of termination of the Executive’s employment by reason of Executive’s death or Disability, the Company shall pay to the Executive (or her estate, as applicable), the Executive’s Base Salary through and including the date of termination of employment and the Other Accrued Compensation and Benefits. For purposes of this Agreement, “Disability” means that the Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits.
(d)Section 409A. Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, the Executive is a Specified Employee, then, to the extent that this Agreement provides for a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the following shall apply:
(i)No payments shall be made and no benefits shall be provided to the Executive during the period beginning on the Separation from Service Date
4
and ending on the six-month anniversary of such date or, if earlier, the date of the Executive’s death.
(ii)On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, the Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(d)(i), and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one (1) year.
For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s separation from service within the meaning of Section 409A(a)(2)(i)(A) of the Code. “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.
(e)Notice of Termination. Any termination of employment by the Company or the Executive during the Term shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 24 of this Agreement. In the event of a termination by the Company for Cause, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specify the date of termination, which date shall be the date of such notice. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
(f)Resignation from Directorships and Officerships. The termination of the Executive’s employment for any reason will constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company or any of its subsidiaries or affiliates; (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company; and (iii) resignation from a seat on any non-Company board of directors that the Executive holds solely as a result of Executive’s position with the Company. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance, unless otherwise required by any plan or applicable law.
5.Confidentiality.
(a)Confidential Information.
(i)The Executive agrees that she will not at any time, except with the prior written consent of the Company or any of its subsidiaries or affiliates (collectively, the “Company Group”) or, to the extent permitted pursuant to subsection 5(a)(ii), as required by law, directly or indirectly, reveal to any person, entity or other organization (other than any member of the Company
5
Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (“Confidential Information”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning past, present or prospective customers, marketing data, trade secrets, ideas, techniques, business, product, or development plans, or other Confidential Information used by, or useful to, any member of the Company Group and known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s action. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications.
(ii)In the event that the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the Company with prompt written notice, as set forth in Section 24 of this Agreement, so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise her reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information.
(b)Exclusive Property. The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 5(b).
6.Noncompetition. The Executive agrees that, for a period commencing on the Effective Date and ending on the earliest to occur of (x) one (1) year after her termination of employment for any reason during the Term or (y) expiration of the Term if the Executive is employed by the Company on or following the expiration of the Term (the “Restricted Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a Competing Business (as hereinafter defined) in any geographic area in which the Company Group has engaged or in which the Company has publicly announced it will engage (including, without limitation, any area in which any customer of the Company Group may be located). For purposes of this Section 6, a “Competing Business” is defined as a commercial airline; provided, however, that nothing herein shall limit the Executive’s right to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
6
7.Non-Solicitation. The Executive agrees that, during the Restricted Period, the Executive shall not, directly or indirectly, (a) interfere with or attempt to interfere with the relationship between any person who is, or was during the then most recent twelve-month period, an employee, officer, representative or agent of the Company Group and any member of the Company Group, or solicit, induce or attempt to solicit or induce any of them to leave the employ of any member of the Company Group or violate the terms of their respective contracts, or any employment arrangements, with such entities; or (b) induce or attempt to induce any customer, client, supplier, licensee or other business relation of any member of the Company Group to cease doing business with any member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any customer, client, supplier, licensee or other business relation of any member of the Company Group. As used herein, the term indirectly shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.
8.Nondisparagement. The Executive agrees that at no time during her employment by the Company or thereafter shall she make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of any member of the Company Group or any of its respective directors, officers or employees, except as required by law. The Company agrees that at the termination of the Executive’s employment with the Company, the Company will direct members of senior leadership to refrain from making any statement or other communication to any third party critical of the reputation, business or character of Executive, except as required by law. Nothing contained in this Section 8 shall be construed to limit the Executive’s or the Company’s ability to enforce their respective rights under this Agreement; truthfully testify in response to legal process or a governmental inquiry or communicate with any governmental agency.
9.Assignment of Developments.
(a)The Executive acknowledges that all developments, including, without limitation, the creation of new products, conferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, copyrights, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation and writings and applications thereof, relating to the business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. The Executive hereby assigns to the Company all of her rights, titles and interest in and to all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for, and to acquire, maintain and enforce, all letters patent, trademark registrations or copyrights covering the Developments in all countries in
7
which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present or planned business of the Company are the property of the Company, and will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.
(b)If a patent application or copyright registration is filed by the Executive or on the Executive’s behalf during the Executive’s employment with the Company or during the Restricted Period, describing a Development within the scope of the Executive’s work for the Company or which otherwise relates to a portion of the business of the Company of which the Executive had knowledge during the Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.
10.No Conflicting Agreement. The Executive represents and warrants to the Company that the Executive is not a party to any agreement, whether written or oral, that would be breached by or would prevent or interfere with the execution by the Executive of this Agreement or the fulfillment by the Executive of the Executive’s obligations hereunder.
11.Certain Remedies.
(a)Forfeiture/Payment Obligations. In the event the Executive fails to comply with Sections 5 through 9 of this Agreement, the Executive agrees that she will forfeit any amounts not already paid, pursuant to Section 4(b) of the Agreement, and, if the Executive fails to comply with Sections 5 through 8 of this Agreement, the Executive shall repay to the Company any amounts already paid, unless otherwise required by law. The Executive will pay the Company under this Section 11(a) within 10 days of a determination by a court or an arbitrator that the Executive failed to comply with Sections 5 through 8 of the Agreement. The obligations under this Section 11(a) are full recourse obligations. All payments made under this Agreement shall be subject to clawback or recoupment as permitted or mandated by applicable law, rules regulations or Company policy as enacted, adopted or modified from time to time and as determined by the Board or the Committee as necessary or appropriate.
(b)Injunctive Relief. Without intending to limit the remedies available to the Company Group, including, but not limited to, those set forth in Section 14 hereof, the Executive agrees that a breach of any of the covenants contained in Sections 5, 6, 7 and 8 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the covenants contained in Sections 5, 6, 7 and 8 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.
12.Defense of Claims. The Executive agrees that during the Term and for a period of five (5) years after termination of the Executive’s employment, upon request from
8
the Company, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except if the Executive’s reasonable interests are adverse to the Company in such claim or action. The Executive shall not receive any additional compensation for rendering assistance pursuant to this Section 12. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 12.
13.Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.
14.Arbitration. Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in New York City, New York in accordance with the rules of the American Arbitration Association before one (1) arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two (2) individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association.
15.Nonassignability; Binding Agreement.
(a)By the Executive. This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive.
(b)By the Company. This Agreement and all of the Company’s rights and obligations hereunder shall not be assignable by the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Company’s assets.
(c)Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company and the Executive’s heirs and the personal representatives of the Executive’s estate.
16.Taxes and Reimbursements. Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract. Notwithstanding anything in this Agreement to the contrary, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.
9
17.Amendment; Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
18.Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.
19.Section 409A. This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. In addition, installment payments under this Agreement are treated as separate payments for purposes of Code Section 409A.
20.Survival of Certain Provisions. The rights and obligations set forth in Sections 5 through 12 and Section 14 shall survive any termination or expiration of this Agreement.
21.Entire Agreement; Supersedes Previous Agreements. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, and all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder. Notwithstanding the foregoing, (a) nothing in this Agreement is intended to provide that the Executive is not eligible to participate in the Jet Blue Airways Corporation Change in Control Severance Plan, as modified from time-to-time, it being the understanding and agreement of the parties hereto that such plan shall govern whether the Executive is eligible to participate , and (b) this Agreement shall not supersede or override the terms and conditions set forth in the Prior Employment Agreement with respect to services performed and compensation earned or awarded prior to the Effective Date. For purposes of clarity, this Agreement shall have no effect on the terms and conditions of previously awarded but unvested long-term incentives, including the “One-Time Grant” granted in accordance with the Prior Employment Agreement. Additionally, notwithstanding the foregoing, this Agreement shall not override or supersede the Company’s Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023.
22.Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, including through electronic signatures, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
23.Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
24.Notices. All notices or communications hereunder shall be in writing, addressed as follows:
To the Company:
JetBlue Airways Corporation 27-01 Queens Plaza North
10
Long Island City, New York 11101 Attention: General Counsel
To the Executive: To the address listed as Executive’s primary residence in the Company’s human resources records and to her place of employment with the Company.
All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic mail or facsimile, upon confirmation of receipt by the sender of such transmission
25.Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
[Signature page follows]
11
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its officer pursuant to the authority of the Board, and the Executive has executed this Agreement, as of the day and year first written above.
JETBLUE AIRWAYS CORPORATION
By: /s/ Laure Villa
Name: Laurie Villa
Title: Chief People Officer
THE EXECUTIVE
/s/ Joanna Geraghty
Joanna Geraghty
[Signature Page to Employment Agreement]