JETBLUE AIRWAYS CORP (Form: 8-K, Received: 06/28/2007 17:28:00)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 28, 2007

JETBLUE AIRWAYS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


000-49728 (Commission File Number)		87-0617894 (I.R.S. Employer Identification No.)

118-29 Queens Boulevard Forest Hills, New York (Address of Principal Executive Offices)		11375 (Zip Code)

(718) 286-7900
(Registrant’s Telephone Number, Including Area Code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

Item 5.02.

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

(e) On June 28, 2007, upon recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”) of JetBlue Airways Corporation (the “Company”), the Board of Directors (the “Board”) of the Company approved and adopted the JetBlue Airways Corporation Executive Change in Control Severance Plan (the “Executive Plan”). The plan was adopted in order to insure stability within the Company during a period of uncertainty resulting from the possibility of a change in control of the Company.

The Executive Plan provides severance and welfare benefits to eligible employees who are involuntarily terminated from employment without cause or, in certain circumstances, when they resign during the two-year period following a change in control (a “Qualifying Termination Event”).

An employee of the Company with the title of Senior Vice President, Executive Vice President or higher rank (a “Tier I Employee”) who incurs a Qualifying Termination Event will be entitled to receive two years of salary and two times his or her target bonus for the year in which termination occurs. An employee of the Company with the title of Vice President or Director who is not otherwise covered by an individual employment agreement with the Company (a “Tier II Employee”) and who incurs a Qualifying Termination Event will be entitled to receive one year of salary and one times his or her target bonus for the year in which termination occurs. In addition, each employee covered by the Executive Plan will be entitled to: (1) payment of his or her accrued but unused paid time off as of the date of termination; (2) a pro rata portion of his or her annual bonus for the year in which termination occurs; and (3) payment for certain unreimbursed relocation expenses incurred by him or her (if any).

Each employee covered by the Executive Plan who incurs a Qualifying Termination Event will also be entitled to receive reimbursement for all costs incurred in procuring health and dental care coverage for such employee and his or her eligible dependents under COBRA. Such reimbursements will be made for 18 months, in the case of Tier I Employees, and one year, in the case of Tier II Employees. During the reimbursement period, if an eligible employee becomes covered under group health and dental care plans providing substantially comparable benefits to those provided to similarly situated active employees of the Company, then the aforementioned COBRA reimbursement payments will be eliminated.

With respect to Tier I Employees with the title of Executive Vice President or a higher rank, the Executive Plan also contains an excise tax gross-up provision whereby if such select Tier I Employee incurs any excise tax by reason of his or her receipt of any payment that constitutes an excess parachute payment, as defined in Section 280G of the Internal Revenue Code, the select Tier I Employee will be entitled to a gross-up payment in an amount that would place the select Tier I Employee in the same after-tax position he or she would have been in had no excise tax applied. With respect to Tier I Employees with the title of Senior Vice President and all Tier II Employees, the Executive Plan caps any payments that constitute an excess parachute payment, as defined in Section 280G of the Internal Revenue Code, at 2.99 times the select Tier I Employee’s and Tier II Employee’s average compensation in the preceding five years.

The Executive Plan may be amended or terminated by the Company at any time prior to a change in control. In addition, under the terms of the Executive Plan, the Board is required to reconsider the terms of the plan within the 90-day period immediately prior to the third anniversary of its adoption in light of then-current market practices.

On June 28, 2007, also upon recommendation of the Compensation Committee, the Board also approved and adopted a Crewmember Change in Control Plan (the “Crewmember Plan”). The Crewmember Plan covers all employees who are not covered by the Executive Plan and have not otherwise entered into an individual employment agreement with the Company. The Crewmember Plan provides severance and other benefits to eligible employees who are involuntarily terminated from employment without cause during the two-year period following a change in control (a “Termination Event”). An employee of the Company covered by the Crewmember Plan who incurs a Termination Event will be entitled to receive three weeks of salary for each year of service (pro rated for partial years), with a minimum amount of severance equal to six weeks of salary and a maximum amount of severance equal to 26 weeks of salary, and certain other benefits, as more fully set forth in the Crewmember Plan.

Together, the Executive Plan, the Crewmember Plan, and the individual employment agreements provide change in control severance payments for all Company employees in the event of a change in control of the Company.

The foregoing description of the Executive Plan and the Crewmember Plan does not purport to be complete and is qualified in its entirety by reference to the plan documents. The Executive Plan is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)	Amendment to Bylaws

On June 28, 2007, the Board of the Company approved the Second Amended and Restated Bylaws of the Company (as amended and restated, the “Amended Bylaws”), effective immediately.

The Amended Bylaws modify, among other sections, Article V of the Bylaws to create the position of Vice Chairman of the Board and authorize the person holding such position to execute the duties delegated to the Chairman of the Board in his/her absence or in the event that the Chairman resigns, retires, becomes deceased or otherwise ceases or is unable to act. In addition, the Vice Chairman is entitled to exercise any powers subsequently assigned to him/her by the Board or as may be provided by law.

Joel Peterson, age 60, was elected Vice Chairman of the Board. Mr. Peterson has been a member of the Company’s Board since June 1999.

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended Bylaws, which is filed as Exhibit 3.3 hereto and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Description of Exhibits
3.3		Second Amended and Restated Bylaws of JetBlue Airways Corporation
10.1		JetBlue Airways Corporation Executive Change in Control Severance Plan, dated as of June 28, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	JETBLUE AIRWAYS CORPORATION
Date: June 28, 2007	By:	/s/ Edward Barnes
		Vice President – Finance (principal accounting officer)

Exhibit 3.3

SECOND AMENDED AND RESTATED

BYLAWS

JETBLUE AIRWAYS CORPORATION

ARTICLE I

OFFICES

SECTION 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

SECTION 2. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting, the stockholders shall elect directors to succeed those directors whose terms expire in that year and shall transact such other business as may properly be brought before the meeting.

SECTION 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 4. The officer who has charge of the stock ledger of the corporation shall prepare and make available, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,

and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may only be called by the Chairman of the Board, the Vice Chairman of the Board or the Chief Executive Officer.

SECTION 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

SECTION 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, either the Chairman of the Board, the Vice Chairman of the Board or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 10. Unless otherwise provided in the certificate of incorporation, and subject to the provisions of Article VII, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

SECTION 11. Nominations for election to the Board of Directors must be made by the Board of Directors or by a committee appointed by the Board of Directors for such purpose or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Nominations by stockholders must be preceded by notification in writing received by the secretary of the corporation not less than one hundred fifty (150) days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

(a) the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b) the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c) the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d) a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded. Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 11.

SECTION 12. At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the corporation who is a stockholder of record at the time of giving of the notice provided for in this Bylaw, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Bylaw.

For business to be properly brought before any meeting by a stockholder pursuant to clause (c) above of this Section 12, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than one hundred fifty (150) days prior to the date of the meeting. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the meeting

(a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf of the proposal is made and (d) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 12. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by this Section 12, and if such person should so determine, such person shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 12.

SECTION 13. Effective upon the closing of the corporation’s initial public offering of securities pursuant to a registration statement filed under the Securities Act of 1933, as amended, the stockholders of the corporation may not take action by written consent without a meeting but must take any such actions at a duly called annual or special meeting in accordance with these Bylaws and the Certificate of Incorporation.

ARTICLE III

DIRECTORS

SECTION 1. The number of directors of this corporation that shall constitute the whole board shall be determined by resolution of the Board of Directors; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The Board of Directors shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as determined by the Board of Directors, one class (“Class I”) to hold office initially for a term expiring at the annual meeting to be held in 2003, another class (“Class II”) to hold office initially for a term expiring at the annual meeting of stockholders held in 2004 and another class (“Class III”) to hold office initially for a term expiring at the annual meeting of stockholders to be held in 2005, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

SECTION 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and the directors so chosen

shall hold office until the next election of the class for which such directors were chosen and until their successors are duly elected and qualified or until earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

SECTION 3. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

SECTION 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

SECTION 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

SECTION 7. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Vice Chairman of the Board or the chief executive officer or the president on twelve (12) hours’ notice to each director either personally or by telephone, telegram, facsimile or electronic mail; special meetings shall be called by the chief executive officer or the president or secretary in like manner and on like notice on the written request of a majority of the Board of Directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the Chairman of the Board or the chief executive officer or the president in like manner and on like notice on the written request of the sole director. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

SECTION 8. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

SECTION 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

SECTION 11. The Board of Directors may, by resolution passed by a majority of the whole board, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

SECTION 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors

or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

SECTION 14. Unless otherwise restricted by the certificate of incorporation or bylaws, any director or the entire Board of Directors may be removed, with cause, by the holders of 66-2/3% of shares entitled to vote at an election of directors. Directors may not be removed without cause.

ARTICLE IV

NOTICES

SECTION 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice (except as provided in Section 7 of Article III of these Bylaws), but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telephone, telegram, facsimile or electronic mail.

SECTION 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by the Board of Directors and shall be at least a chief executive officer, chief financial officer and a secretary. The Board of Directors may elect from among its members a Chairman of the Board and a Vice Chairman. The Board of Directors may also choose a president, chief operating officer, treasurer and controller or one or more vice-presidents, assistant secretaries, assistant controllers and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

SECTION 2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a chief executive officer, chief financial officer and a secretary and may also choose a president, chief operating officer, treasurer, controller, vice presidents, assistant secretaries, assistant controllers or assistant treasurers.

SECTION 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

SECTION 4. The salaries of all officers of the corporation shall be fixed by the Board of Directors or any committee established by the Board of Directors for such purpose. The salaries of agents of the corporation shall, unless fixed by the Board of Directors, be fixed by the president or any vice-president of the corporation.

SECTION 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

SECTION 6. The Chairman of the Board, if any, shall be elected by the Board and shall preside at all meetings of the Board of Directors and of the stockholders at which he/she shall be present. He/she shall have and may exercise such powers as are, from time to time, assigned to him/her by the Board and as may be provided by law.

THE VICE CHAIRMAN OF THE BOARD

SECTION 7. The Vice Chairman of the Board, if any, shall be elected by the Board, and shall, in the absence of the Chairman of the Board or in case the Chairman of the Board shall resign, retire, become deceased or otherwise cease or be unable to act, perform the duties and exercise the powers of the Chairman of the Board. In addition, the Vice Chairman of the Board shall have and may exercise such powers as are, from time to time, assigned to him/her by the Board and as may be provided by law.

THE CHIEF EXECUTIVE OFFICER, PRESIDENT AND VICE-PRESIDENTS

SECTION 8. The chief executive officer shall be the president of the corporation unless such title is assigned to another officer of the corporation; and in the absence of the Chairman of the Board and the Vice Chairman of the Board, he/she shall preside at all meetings of the stockholders and the Board of Directors; he/she shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

In the absence of the chief executive officer or in the event of his/her inability or refusal to act, the president, if any, shall perform the duties of the chief executive officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer. The president shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 9. The chief executive officer, president or any vice president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

SECTION 10. In the absence of the president or in the event of his/her inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

SECTION 11. The secretary or his or her designee shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors and shall cause such records to be kept in a book kept for that purpose and shall perform like duties for the standing committees when required. He/she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he/she shall be. He/she shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary.

The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

SECTION 12. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE CHIEF FINANCIAL OFFICER

SECTION 13. The chief financial officer shall be the chief financial officer and treasurer of the corporation and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

SECTION 14. He/she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of

Directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

SECTION 15. Along with the president or any vice president, he/she shall be authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

SECTION 16. If required by the Board of Directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his/her office and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

SECTION 17. The controller shall, in the absence of the chief financial officer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Notwithstanding anything herein to the contrary, the Board of Directors shall be entitled to assign the title of treasurer to an officer of the corporation other than the chief financial officer, in which case the treasurer shall perform such duties and have such powers (which may include some or all of the duties and powers enumerated above for the chief financial officer) as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

SECTION 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board of Directors, or the president, a vice-president or the Vice Chairman of the Board of Directors and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the

General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

SECTION 2. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

SECTION 3. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

SECTION 4. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

SECTION 5. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

LIMITATIONS OF OWNERSHIP BY NON-CITIZENS

SECTION 1. For purposes of this Article VII, the following definitions shall apply:

(a) “Act” shall mean Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be from time to time amended.

(b) “Beneficial Ownership,” “Beneficially Owned” or “Owned Beneficially” refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i) thereof) under the Securities Exchange Act of 1934, as amended.

(d) “Non-Citizen” shall mean any person or entity who is not a “citizen of the United States” (as defined in Section 41102 of the Act and administrative interpretations issued by the Department of Transportation, its predecessors and successors, from time to time), including any agent, trustee or representative of a Non-Citizen.

(e) “Own or Control” or “Owned or Controlled” shall mean (i) ownership of record, (ii) beneficial ownership or (iii) the power to direct, by agreement, agency or in any other manner, the voting of Stock. Any determination by the Board of Directors as to whether Stock is Owned or Controlled by a Non-Citizen shall be final.

(f) “Permitted Percentage” shall mean 25% of the voting power of the Stock.

(g) “Stock” shall mean the outstanding capital stock of the corporation entitled to vote; provided, however, that for the purpose of determining the voting power of Stock that shall at any time constitute the Permitted Percentage, the voting power of Stock outstanding shall not be adjusted downward solely because shares of Stock may not be entitled to vote by reason of any provision of this Article VII.

SECTION 2. It is the policy of the corporation that, consistent with the requirements of the Act, Non-Citizens shall not Own and/or Control more than the Permitted

Percentage and, if Non-Citizens nonetheless at any time Own and/or Control more than the Permitted Percentage, the voting rights of the Stock in excess of the Permitted Percentage shall be automatically suspended in accordance with Sections 3 and 4 below.

SECTION 3. The corporation or any transfer agent designated by it shall maintain a separate stock record (the “Foreign Stock Record”) in which shall be registered Stock known to the corporation to be Owned and/or Controlled by Non-Citizens. It shall be the duty of each stockholder to register his, her or its Stock if such stockholder is a Non-Citizen. The Foreign Stock Record shall include (i) the name and nationality of each such Non-Citizen and (ii) the date of registration of such shares in the Foreign Stock Record. In no event shall shares in excess of the Permitted Percentage be entered on the Foreign Stock Record. In the event that the corporation shall determine that Stock registered on the Foreign Stock Record exceeds the Permitted Percentage, sufficient shares shall be removed from the Foreign Stock Record so that the number of shares entered therein does not exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock Record in reverse chronological order based upon the date of registration therein.

SECTION 4. If at any time the number of shares of Stock known to the corporation to be Owned and/or Controlled by Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned and/or Controlled by Non-Citizens and not registered on the Foreign Stock Record at the time of any vote or action of the stockholders of the corporation shall, without further action by the corporation, be suspended. Such suspension of voting rights shall automatically terminate upon the earlier of the (i) transfer of such shares to a person or entity who is not a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record, subject to the last two sentences of Section 3.

SECTION 5. (a) The corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection with the annual meeting or any special meeting of the stockholders of the corporation, or otherwise) require a person that is a holder of record of Stock or that the corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Stock to certify in such manner as the corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person:

(i) all Stock as to which such person has record ownership or Beneficial Ownership is Owned and Controlled only by citizens of the United States; or

(ii) the number and class or series of Stock owned of record or Beneficially Owned by such person that is Owned and/or Controlled by Non-Citizens is as set forth in such certificate.

(b) With respect to any Stock identified in response to clause (a)(ii) above, the corporation may require such person to provide such further information as the corporation may reasonably require in order to implement the provisions of this Article VII.

(c) For purposes of applying the provisions of this Article VII with respect to any Stock, in the event of the failure of any person to provide the certificate or other

information to which the corporation is entitled pursuant to this Section 5, the corporation shall presume that the Stock in question is Owned and/or Controlled by Non-Citizens.

ARTICLE VIII

GENERAL PROVISIONS

DIVIDENDS

SECTION 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

SECTION 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

SECTION 4. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

SEAL

SECTION 5. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

SECTION 6. The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director of the corporation or a predecessor corporation or, at the corporation’s request, a director or officer of another corporation, provided, however, that the corporation shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Section 6

shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director, and (iii) inure to the benefit of the heirs, executors and administrators of such a person. The corporation’s obligation to provide indemnification under this Section 6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he/she is or was a director of the corporation (or was serving at the corporation’s request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the corporation as authorized by relevant sections of the General Corporation Law of Delaware. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation which alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the corporation or its stockholders.

The foregoing provisions of this Section 6 shall be deemed to be a contract between the corporation and each director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The Board of Directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he, his/her testator or intestate, is or was an officer or employee of the corporation.

To assure indemnification under this Section 6 of all directors, officers and employees who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation which may exist from time to time, Section 145 of the General Corporation Law of Delaware shall, for the purposes of this Section 6, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan, including without limitation, any plan of the corporation which is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his/her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”

ARTICLE IX

AMENDMENTS

SECTION 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmative vote of holders of at least 66-2/3% vote of the outstanding voting stock of the corporation. These bylaws may also be altered, amended or repealed or new bylaws may be adopted by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation. The foregoing may occur at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors, subject to the notice requirements set forth herein. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

CERTIFICATE OF ADOPTION BY THE

SECRETARY OF

JETBLUE AIRWAYS CORPORATION

The undersigned, James G. Hnat, hereby certifies that he is the duly elected and acting Secretary of JetBlue Airways Corporation, a Delaware corporation (the “Corporation”), and that the Second Amended and Restated Bylaws attached hereto constitute the Bylaws of said Corporation as duly adopted by the Board of Directors and as in effect on the date hereof.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this 28 ^th day of June, 2007.


			/s/ James G. Hnat
			SECRETARY

Exhibit 10.1

JETBLUE AIRWAYS CORPORATION

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

Section 1. Purpose. The purpose of the Plan is to insure stability within the Company, during a period of uncertainty resulting from the possibility of a Change in Control of the Company, by providing incentives for certain designated employees to remain in the employ of the Company. The Plan is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto.

Capitalized words not otherwise defined in the text of this Plan have the meanings set forth in Section 2 below.

Section 2. Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below:

“ Benefit Continuation Period ” shall mean, with respect to an Eligible Employee, the period equal to the aggregate number of years or months of Salary that the Eligible Employee is entitled to receive as Severance under Section 4, but in no event more than eighteen (18) months.

“ Board ” shall mean the Company’s Board of Directors, as constituted from time to time.

“ Cause ” shall mean an Eligible Employee’s (i) conviction of, or plea of no contest to, a felony or other crime involving moral turpitude or dishonesty; (ii) participation in a fraud or willful act of dishonesty against the Company that adversely affects the Company in a material way; (iii) willful breach of the Company’s policies that affects the Company in a material way; (iv) causing intentional damage to the Company’s property or business; (v) habitual conduct that constitutes gross insubordination; or (vi) habitual neglect of his or her duties with the Company.

“ Change in Control ” shall mean, and shall be deemed to have occurred upon, the first to occur of any of the following events:

(i)

there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “ Business Combination ”), in each case with respect to which the stockholders of the Company immediately prior to such transaction do not, immediately after such transaction, own directly or indirectly more than 50% of the combined voting power of the Company or other corporation resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the voting securities of the Company; or

(ii)

the sale, transfer or other disposition of all or substantially all of the Company’s assets, or the consummation of a plan of complete liquidation or dissolution of the Company;

provided , however , that in no event shall any acquisition by the Company or any of its affiliates or subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries constitute a Change in Control.

“ Change in Control Date ” shall mean the date on which a Change in Control is consummated.

“ Claimant ” shall have the meaning set forth in Section 14.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

“ Committee ” shall mean the committee, consisting of at least two (2) officers or employees of the Company, designated from time to time by the Board to administer the Plan.

“ Company ” shall mean JetBlue Airways Corporation, a Delaware corporation, and any successor thereto.

“ Date of Termination ” shall mean, with respect to an Eligible Employee, the date on which such Eligible Employee incurs a Separation from Service.

“ Delayed Payment Amount ” shall have the meaning set forth in Section 5(b).

“ Disabled ” shall mean, with respect to an Eligible Employee, the time such Eligible Employee becomes eligible for disability benefits under any long-term disability plan sponsored by the Company or an affiliate of the Company for the benefit of an Eligible Employee.

“ Effective Date ” shall mean June 28, 2007.

“ Eligible Employee ” shall have the meaning set forth in Section 3.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, including any applicable rulings and regulations promulgated thereunder.

“ Excise Tax ” shall have the meaning set forth in Section 8.

“ Good Reason ” shall mean the termination of employment by an Eligible Employee because of any of the following events: (i) a 10% reduction by the Company (other than in connection with a Company-wide across the board reduction), in (x) his or her annual base pay or bonus opportunity as in effect immediately prior to the Change in Control Date or (y) his or her bonus opportunity or 12 times his or her average monthly Salary, or as same may be increased from time to time thereafter; (ii) a material reduction in the duties or responsibilities of the Eligible Employee from those in effect prior to the Change in Control; or (iii) the Company requiring the Eligible Employee to relocate from the office of the Company where an Eligible Employee is principally employed immediately prior to the Change in Control Date to a location that is more than 50 miles from such office of the Company (except for required travel on the

Company’s business to an extent substantially consistent with such Eligible Employee’s customary business travel obligations in the ordinary course of business prior to the Change in Control Date).

“ Gross Up Amount ” shall have the meaning set forth in Section 8.

“ Plan ” shall mean this JetBlue Airways Corporation Executive Change in Control Severance Plan, as amended from time to time.

“ Plan Administrator ” shall mean the Committee or the person(s) designated by the Committee in accordance with Section 10.

“ Potential Change in Control ” shall mean the earliest to occur of (a) the execution of an agreement or letter of intent, the consummation of the transaction contemplated therein would result in a Change in Control, or (b) the approval by the Board of a transaction or series of transactions, the consummation of which would result in a Change in Control; provided , that no such event shall be a “Potential Change in Control” unless (i) in the case of any agreement or letter of intent described in clause (a), the transaction described therein is subsequently consummated by the Company and the other party or parties to such agreement or letter of intent and thereupon constitutes a “Change in Control”, or (ii) in the case of any Board-approved transaction described in clause (b), the transaction so approved is subsequently consummated and thereupon constitutes a “Change in Control.”

“ Potential Change in Control Date ” shall mean the date on which a Potential Change in Control occurs.

“ Protection Period ” shall mean the period commencing on the Change in Control Date and ending on the last day of the month in which the second anniversary of the Change in Control Date occurs.

“ Salary ” shall mean the higher of an Eligible Employee’s annual base salary or hourly wages on an annualized basis based on a normal basic work schedule immediately prior to (or 12 times an Eligible Employee’s average monthly salary during the six (6) month period, excluding any month(s) during which he or she worked less than a normal schedule, immediately prior to) (i) such Eligible Employee’s Date of Termination, or (ii) the Change in Control Date.

“ Section 409A ” shall mean Section 409A of the Code and the applicable rulings and regulations promulgated thereunder.

“ Section 409A Compliance ” shall have the meaning set forth in Section 17(j).

“ Separation from Service ” shall mean a “separation from service” from the Company as defined in the applicable Treasury regulations for purposes of Section 409A.

“ Service ” shall mean employment with the Company, including prior employment with any predecessor employer that was acquired by or merged into the Company. Service for

purposes of calculating Severance shall be measured as of an Eligible Employee’s Date of Termination.

“ Severance ” shall have the meaning set forth in Section 4(a).

“ Specified Employee ” shall mean a specified employee within the meaning of Section 409A(a)(2)(b)(i) of the Code.

“ Statutory Severance Amount ” shall have the meaning set forth in Section 4(b).

“ Tax Authority ” shall mean Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency.

“ Tier I Employee ” shall have the meaning set forth in Section 3.

“ Tier II Employee ” shall have the meaning set forth in Section 3.

“ Transition Period ” shall mean the following period for an Eligible Employee who incurs a Separation from Service Without Cause or who resigns for Good Reason during the Protection Period: (i) 90 calendar days from the Date of Termination for a Tier I Employee, and (ii) 60 calendar days from the Date of Termination for a Tier II Employee.

“ Without Cause ” shall mean, with respect to an Eligible Employee, any termination by the Company of such Eligible Employee’s employment other than for Cause, death or as a result of being Disabled.

Section 3. Eligibility. An employee of the Company is eligible to participate in the Plan (an “ Eligible Employee ”) if, immediately prior to the Date of Termination, such employee is (i) an individual with the title of Senior Vice President, Executive Vice President, or higher rank (a “ Tier I Employee ”), (ii) an individual with the title of Vice President or Director, other than any Vice President or Director who has entered into an individual employment agreement or contract with the Company, (a “ Tier II Employee ”). If an Eligible Employee voluntarily retires or resigns without Good Reason, is terminated by the Company for Cause, dies or becomes Disabled, such individual shall no longer be eligible to participate in the Plan and shall forfeit any right to receive Severance or any other benefits hereunder.

Section 4. Severance.

(a) An Eligible Employee who incurs a Separation from Service Without Cause or who resigns for Good Reason during the Protection Period, shall be entitled to receive severance (“ Severance ”) in an amount calculated as follows:

(i)

for a Tier I Employee only – two (2) years of Salary, plus two (2) times the Tier I Employee’s target bonus for the calendar year in which the Eligible Employee’s Date of Termination occurs;

(ii)

for a Tier II Employee only – one (1) year of Salary, plus one (1) times the amount of the Tier I Employee’s target bonus for the calendar year in which the Eligible Employee’s Date of Termination occurs;

(iii)

payment of an Eligible Employee’s accrued but unused paid time off (PTO) as of the Date of Termination;

(iv)

a pro rata portion of the Eligible Employee’s annual bonus for the calendar year in which the Date of Termination occurs, based on the Eligible Employee’s target cash bonus opportunity for that year and on the assumption that all performance targets have been or will be achieved at target levels (calculated based on the number of days of such Eligible Employee’s employment in the calendar year up through and including the Date of Termination); and

(v)

if the Eligible Employee had previously consented to the Company’s request to relocate his or her principal place of employment more than 50 miles from its location immediately prior to the Change in Control, payment for all unreimbursed relocation expenses incurred by such Eligible Employee in accordance with the Company’s relocation policies.

(b) Statutory Severance Offset . Notwithstanding anything in the Plan to the contrary, in the event an Eligible Employee is entitled to receive severance, redundancy or other similar types of payments or benefits under local law (“ Statutory Severance Amount ”), the Company shall reduce the amount of Severance to which the Eligible Employee is entitled under the Plan by the Eligible Employee’s Statutory Severance Amount; provided , however , that in no event shall the amount of Severance to which the Eligible Employee is entitled under the Plan pursuant to this Section 4(b) be less than zero.

Section 5. Timing of Payment of Severance.

(a) General . Any Severance payable to an Eligible Employee hereunder shall be paid in a single lump sum payment in accordance with the Company’s normal payroll practices and procedures, unless otherwise required by law, but in no event later than 30 days following the Eligible Employee’s Date of Termination.

(b) Section 409A Compliance . Notwithstanding anything in the Plan to the contrary, if at the time of the Eligible Employee’s Date of Termination, the Eligible Employee is a Specified Employee, then, solely to the extent necessary for Section 409A Compliance, any amounts payable to the Eligible Employee pursuant to Section 4 that exceed the limit specified in §1.409A-1(b)(9)(iii)(A) of the Treasury regulations under Section 409A during the period beginning on the Eligible Employee’s Date of Termination and ending on the six (6) month anniversary of such date (the “ Delayed Payment Amount ”) shall be delayed and not paid to the Eligible Employee until the first business day following such sixth-month anniversary date, at which time such delayed amounts shall be paid to the Eligible Employee in a single lump sum on the next regular payroll date following such anniversary but in no event later than 30 days following such date.

Section 6. Benefit Continuation.

(a) Health and Welfare Benefits . An Eligible Employee who incurs a Separation from Service Without Cause or who resigns for Good Reason during the Protection Period shall be entitled to receive reimbursement for all costs incurred in procuring health and/or dental care coverage on behalf of him or herself, and his or her eligible dependents, under the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and Section 4980B of the Code (“ COBRA ”) during the Benefit Continuation Period; provided , however , that any COBRA-related reimbursements otherwise receivable by an Eligible Employee hereunder shall be eliminated to the extent that the Eligible Employee becomes covered under group health and dental care plans providing substantially comparable benefits to those provided to similarly situated active employees of the Company following such Eligible Employee’s Separation from Service Without Cause or resignation for Good Reason during the Protection Period. An Eligible Employee is required to notify the Company immediately if the Eligible Employee obtains group medical and dental care plan coverage from a subsequent employer. After the end of the Benefit Continuation Period, an Eligible Employee may elect to extend such participation in the Company’s group health and/or dental care plans at the Eligible Employee’s own cost to the extent permitted under COBRA.

(b) Flight Benefits . For a period of two (2) years following an Eligible Employee’s Separation from Service Without Cause or resignation for Good Reason during the Protection Period, an Eligible Employee shall be eligible for continued travel privileges comparable to the Company’s policy as in effect for similarly situated active employees during such period. Any violation of the rules governing non-revenue and reduced rate travel may result in the suspension or termination of all travel privileges.

Section 7. Outplacement Assistance. An Eligible Employee who incurs a Separation from Service Without Cause or resigns for Good Reason during the Protection Period shall be entitled to receive individual outplacement assistance. An Eligible Employee shall be given the opportunity to receive individual outplacement assistance, in each case, on such terms and conditions as may be determined by the Committee.

Section 8. Gross Up Payments.

(a) Tier I Employees With Executive Vice President Title or Higher Rank . If any Severance or other payment payable to a Tier I Employee with the title of Executive Vice President, or higher rank, is subject to the excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “ Excise Tax ”), the Company shall pay to such Tier I Employee an additional amount (the “ Gross Up Amount ”) in cash, which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which is imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on such Tier I Employee under the laws of any federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). The Gross Up Amount payable with respect to an Excise Tax shall be paid by the Company by the end of the Tier I Employee’s taxable year following such Tier I Employee’s taxable year in which the Excise Tax is remitted to a Taxing Authority. The determinations made with respect to this Section 8 shall be made by a

certified public accounting firm designated and paid for by the Company by the end of the Tier I Employee’s taxable year following such Tier I Employee’s taxable year in which the Excise Tax is remitted to a Taxing Authority.

(b) Tier I Employees With Senior Vice President Title and Tier II Employees . If any Severance or other payments payable to a Tier I Employee with the title of Senior Vice President or a Tier II Employee is subject to the Excise Tax, the Company shall reduce the aggregate amount of such payments such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times such Tier I Employee’s or Tier II Employee’s “base amount” as defined in Section 280G(b)(3) of the Code. The determinations made with respect to this Section 8 shall be made by a certified public accounting firm designated and paid for by the Company.

Section 9. Continuing Obligation.

(a) Transition Matters . From an Eligible Employee’s Date of Termination through the end of the Transition Period, the Eligible Employee shall make himself or herself available to consult with the Company on transition-related matters. It is contemplated that, on average, such transition-related consultation services shall not exceed the 10% of the average level of bona fide services performed by the Eligible Employee during the immediately preceding 36-month period (or the full period of services if the Eligible Employee provided less than 36 months of services) as contemplated under §1.409A-1(h)(1)(ii) of the Treasury regulations under Section 409A. The Eligible Employee shall provide such transition-related consultation services at such time and place and in such manner as may be reasonably requested from time to time by the Company, taking into consideration the Eligible Employee’s other business and personal commitments, subject to the Eligible Employee’s assent, which shall not be unreasonably withheld.

(b) Reimbursement of Expenses . During the Transition Period, the Company shall reimburse the Eligible Employee for reasonable out-of-pocket expenses incurred in connection with the Eligible Employee’s performance of transition-related consultation services. In addition, during the Transition Period, if the Eligible Employee is requested to travel in connection with the business of the Company, the Eligible Employee shall be entitled to travel benefits in accordance with the Company’s travel policy.

Section 10. Administration.

(a) The Plan shall be interpreted, administered and operated by the Committee, which shall have complete authority, in its sole and exclusive discretion subject to the express provisions of the Plan, to determine who shall be eligible for Severance, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other legal and factual determinations necessary or advisable for the administration of the Plan.

(b) All questions of any nature whatsoever arising in connection with the interpretation of the Plan or its administration or operation shall be submitted to and settled and determined by the Committee in an equitable and fair manner in accordance with the procedure for claims and appeals described in Section 14. Any such settlement and determination shall be

final and conclusive, and shall bind and may be relied upon by the Company, each of the Eligible Employees and all other parties in interest.

(c) The Committee may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

(d) The Committee is empowered, on behalf of the Plan, to engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged by the Committee shall be limited to the specified services and duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or control respecting the management of the Plan. All reasonable expenses thereof shall be borne by the Company.

Section 11. Effect of Subsequent Corporate Transactions. No Severance or other benefits shall be payable under the Plan solely because an Eligible Employee incurs a Separation from Service as a direct result of a sale of a subsidiary, division or other operating assets of the Company, provided the purchaser thereof is contractually obligated to maintain for the balance of the Protection Period a severance plan that provides Severance and outplacement assistance to such Eligible Employee on terms that are no less favorable than those set forth in the Plan.

Section 12. Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Section 13. Severability. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provision had not been included.

Section 14. Claims Procedure.

(a) General . In the event that an Eligible Employee believes he or she is not receiving benefits to which he or she is entitled under the Plan, such Eligible Employee or his or her authorized representative (hereinafter called the “ Claimant ”) may make a claim for benefits in the manner hereinafter provided.

(b) Claims . All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Plan Administrator. If the Claimant does not furnish sufficient information with the claim for the Plan Administrator to determine the validity of the claim, the Plan Administrator shall indicate to the Claimant any additional information which is necessary for the Plan Administrator to determine the validity of the claim.

(c) Review of Claims . Each claim hereunder shall be acted on and approved or disapproved by the Plan Administrator within 90 days following the receipt by the Plan Administrator of the information necessary to process the claim. If special circumstances require an extension of the time needed to process the claim, this 90-day period may be extended to 180 days after the claim is received. The Claimant shall be notified before the end of the original

period if an extension is necessary, the reason for the extension and the date by which it is expected that a decision will be made. In the event the Plan Administrator denies a claim for benefits, in whole or in part, the Plan Administrator shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his right to a review of the Plan Administrator’s decision by the Committee. Such notice by the Plan Administrator shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 14.

(d) Appeals . Any applicant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the decision by the Plan Administrator. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

(i)

request a review by the Committee of the claim for benefits under the Plan;

(ii)

set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and

(iii)

set forth any issues or comments which the Claimant deems pertinent to the appeal.

(e) Review of Appeals . The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal.

(f) Final Decisions . On the basis of its review, the Committee shall make an independent determination of the Eligible Employee’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all parties thereto.

(g) Denial of Appeals . In the event the Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and

which shall make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based.

(h) Statute of Limitations . A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three (3) years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 14(f) or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

Section 15. Correspondence with Committee. All notices or other communications to the Committee shall be in writing and shall be given by hand delivery, or by registered or certified mail addressed as follows:

JetBlue Airways Corporation

118-29 Queens Boulevard

Forest Hills, New York 11375

Attention: General Counsel

Section 16. Agent for Service of Process. The Company’s General Counsel shall be the designated agent of the Plan for service of process.

Section 17. Miscellaneous.

(a) ERISA Plan . It is the intent of the Company that the Plan constitute an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA, and comply with the applicable requirements of ERISA.

(b) Funding . The Plan shall not be funded through any trust, insurance contract or other funding vehicle. All payments under the Plan shall be made from the general assets of the Company. No Eligible Employee who becomes eligible to receive Severance under the Plan shall have a claim against any specific assets of the Company, and such Eligible Employee shall only be a general unsecured creditor of the Company.

(c) No Implied Employment Contract . The Plan shall not be deemed to give any person (whether or not an Eligible Employee) any right to be retained in the employ of the Company, nor any right to interfere with the right of the Company to discharge any employee (whether or not an Eligible Employee) at any time and for any reason, which right is hereby reserved.

(d) Benefits Not Assignable . Except as otherwise provided herein or by law, no right or interest of any Eligible Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Eligible

Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Eligible Employee. When a payment is due under the Plan to an Eligible Employee who is unable to care for his affairs, payment may be made directly to his legal guardian or personal representative.

(e) Withholding . The Company shall withhold any applicable federal, state or local income and employment taxes from any payments made under the Plan.

(f) Cooperation . An Eligible Employee shall, for a period of two (2) years after termination of his or her employment, upon request from the Company, cooperate with the Company or any of its subsidiaries in the defense of any claims or actions that may be made by or against the Company or any of its subsidiaries that affect the Eligible Employee’s prior areas of responsibility, except if the Eligible Employee’s reasonable interests are adverse to the Company or any of its subsidiaries in such claim or action. The Company agrees to promptly reimburse the Eligible Employee for all of his or her reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Eligible Employee’s obligations under this Section 17(f).

(g) Prior Agreements and Understandings . As of the Effective Date, the Plan shall not supersede and replace any written or oral plan, agreement and understanding concerning an Eligible Employee’s right to receive severance or similar payments from the Company.

(h) Reductions to Severance . To the extent permitted by law, unless the Committee determines otherwise in its sole discretion, an Eligible Employee’s Severance will be reduced by the amount of any salary or wage continuation, severance, termination or similar payments, or any payments in lieu of required notice of termination, that the Company becomes required to make to such Eligible Employee under any applicable federal, state or local law (including, without limitation, the Federal Worker Adjustment and Retraining Notification Act) or under any agreement, written or oral, with such Eligible Employee.

(i) Amendment and Termination . Prior to a Change in Control, the Company may amend or terminate the Plan at any time and for any reason; provided , that such amendment or termination shall be effective only if the amendment or termination occurs prior to a Potential Change in Control Date. Following the Change in Control Date or Potential Change in Control Date, the Plan shall not be terminated and shall not be amended to reduce any benefit or to make any condition more restrictive as it applies to any Eligible Employee for a period ending on the later to occur of: (i) the last day of the month in which the second anniversary of the Change in Control Date occurs, and (ii) the date that all benefits due to each Eligible Employee under the Plan have been paid. Unless previously terminated pursuant to this Section 17(i), within the 90-day period immediately prior to the third anniversary of the Effective Date, the Board shall reconsider the terms of this Plan in light of then-current market practices.

(j) Section 409A . The Plan is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and administered consistent with such intent. If, in the good faith judgment of the Committee, any provision of the Plan could cause any person to be subject to adverse or unintended tax consequences under

Section 409A, such provision shall be modified by the Committee in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A (“ Section 409A Compliance ”), and, notwithstanding any provision herein to the contrary, the Committee shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure Section 409A Compliance. Any determination by the Committee under this Section 17(j) shall be final, conclusive and binding on all persons.

ADMINISTRATION AND ERISA INFORMATION

Administrative Facts

The following are administrative facts regarding the Plan and are provided to you in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

Name of Plan :		JetBlue Airways Corporation Executive Change in Control Severance Plan
Name and Address of Plan Sponsor :		JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, New York 11375
Employer Identification Number :		87-0617894
Plan Number :		101
Type of Plan :		Welfare Benefit Plan
Type of Plan Administration :		Self-Administered
Name and Address of Plan Administrator :		The Plan Administrator is the Severance Plan Committee. JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, New York 11375 Attn: Severance Plan Committee
Claims Reviewer and business address :		JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, New York 11375 Attn: Claims Reviewer
Agent for Service of Legal Process :		JetBlue Airways Corporation - General Counsel
Effective Date:		June 28, 2007

Notice of Rights Under ERISA

As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

•

Examine, without charge, at the office of the Plan Administrator, and at other specified locations, such as worksites, all documents governing the Plan, including a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

•

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series) filed, if applicable, and an updated summary plan description. The Plan Administrator may assess a reasonable charge for copies of these documents.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants. No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining severance benefits to which you are entitled under the Plan, or from exercising your rights under ERISA.

Enforce Your Rights

If your claim for a severance benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps that you can take to enforce the above rights. For instance, if you request a copy of the Plan documents or the latest annual report (Form 5500 Series) from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, a court may require the Plan Administrator to provide the requested materials and pay you up to $110 a day until you receive them, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or Federal court.

If it should happen that Plan fiduciaries misuse the Plan’s money or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide which party will be responsible for paying court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance With Your Questions

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. Additional information may also be obtained from its Web Site at http://www.dol.gov/ebsa. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.