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
          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)

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