Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2023, the Company entered into an employment agreement with Ms.
Joanna Geraghty, our President and Chief Operating Officer (the "Employment
Agreement"). The Employment Agreement has a three-year term and provides for an
annual base salary of $650,000. Ms. Geraghty will be eligible to receive: (a) an
annual incentive bonus, currently at a target of 150% of her base salary; (b) an
annual award pursuant to the Company's shareholder-approved equity compensation
plan as in effect from time to time; (c) a one-time award of Company restricted
stock units with a grant date value of $2,000,000; and (d) health, welfare and
flight benefits consistent with those provided to other senior executive
officers of the Company. Should Ms. Geraghty be involuntarily terminated during
the term without cause or if she resigns for good reason, the Employment
Agreement provides for severance. The Employment Agreement also provides for
customary confidentiality, non-competition, non-solicitation and
non-disparagement provisions.
The foregoing description of the Employment Agreement is not complete and is
subject to and qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and the terms of which are incorporated into this Item 5.02
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
Employment Agreement between JetBlue Airways Corporation and Joanna
10.1 Geraghty, dated June 21, 2023
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