exv10w31wb






Exhibit 10.31(b)




JetBlue Airways Corporation

2011 Incentive Compensation Plan

RSU Award Agreement



“Participant”:



“Date of Award”: [____________], 2011




     This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant
of Restricted Stock Units (“RSUs”) by JetBlue Airways Corporation, a Delaware corporation
(the “Company”), to the Participant named above, pursuant to the provisions of the JetBlue
Airways Corporation 2011 Incentive Compensation Plan (the “Plan”). All capitalized terms
shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise
herein.



     Participant understands and agrees that the RSU grant is awarded subject to and in accordance
with the terms of the Plan. Participant hereby acknowledges the receipt of electronic delivery of
the official prospectus for the Plan located in the documents library and at
http://sites.jetblue.com/sites/Finance/StockOptions/default.aspx. A copy of the Plan is
available upon request made to the Corporate Secretary at the Corporation’s principal offices.



     The parties hereto agree as follows:




	 	(A)	 	Grant of RSUs. The Company hereby grants to the
Participant [NUMBER] RSUs, subject to the terms and conditions of the Plan and
this Award Agreement. Each RSU represents an unfunded and unsecured right to
receive one share of Common Stock in the future.






	 	(B)	 	Vesting and Settlement of RSUs.






	 	(1)	 	The Period of Restriction applicable to the
entire RSU grant shall commence on the Date of Award. Subject to the
Participant’s continued employment with the Company or an Affiliate
(the “Company Group”), the RSUs shall vest, and the Period of
Restriction shall lapse, in equal installments on each of the first,
second and third anniversaries of the Date of Award (each such
anniversary, a “Vesting Date”). Any RSUs as to which the
Period of Restriction has not lapsed prior to the date of the
Participant’s Termination of Service shall be immediately forfeited.






	 	(2)	 	Each vested RSU shall be settled through the
delivery of one Share no later than the last business day of the month
in which the Vesting Date occurs (or as soon as administratively
practicable thereafter, but in no event later than March
15th of the calendar




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	 	 	 	year immediately following the calendar year in which the vesting
date occurs (the “Settlement Date”)).






	 	(3)	 	The Shares delivered to the Participant on the
Settlement Date (or such earlier date determined in accordance with
section (D)) shall not be subject to contractual transfer restrictions
(other than as provided in Sections (F)(2) and (F)(7) below and in the
Plan) the Company’s insider trading policies) and shall be fully paid,
non-assessable and registered in the Participant’s name.






	 	(C)	 	Termination of Service.






	 	 	 	If, prior to the Vesting Date, the Participant incurs a Termination of
Service under any circumstances, the RSUs as to which the Period of
Restriction has not lapsed shall be cancelled immediately and the
Participant shall immediately forfeit any rights to, and shall not be
entitled to receive any Shares or payments with respect to, such RSUs.






	 	(D)	 	Change in Control. The RSU grant awarded under this
Award Agreement is subject to the provisions of Section 15 of the Plan.






	 	(E)	 	Transferability. RSUs are not transferable other than
by last will and testament, by the laws of descent and distribution. Further,
except as set forth in the Plan, a Participant’s rights under the Plan shall be
exercisable during the Participant’s lifetime only by the Participant, or in
the event of the Participant’s legal incapacity, the Participant’s legal
guardian or representative.






	 	(F)	 	Miscellaneous.






	 	(1)	 	The Plan provides a complete description of the
terms and conditions governing all RSUs granted thereunder. This Award
Agreement and the rights of the Participant hereunder are subject to
the terms and conditions of the Plan, as amended from time to time, and
to such rules and regulations as the Committee may adopt for the
administration of the Plan. If there is any inconsistency between the
terms of this Award Agreement and the terms of the Plan, the Plan’s
terms shall supersede and replace the conflicting terms of this Award
Agreement.
	 
	 	(2)	 	The Committee shall have the right to impose
such restrictions on any shares acquired pursuant to RSUs as it deems
necessary or advisable under applicable federal securities laws, the
rules and regulations of any stock exchange or market upon which such
 shares are then listed and/or traded, and/or under any blue sky or
state securities laws applicable to such shares. It is expressly
understood by the Participant that the Committee is authorized to
administer, construe, and make all determinations necessary or




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	 	 	 	appropriate to administer the Plan and this Award Agreement, all of
which shall be binding upon the Participant.






	 	(3)	 	The Participant acknowledges that the incentive
compensation covered by this Award Agreement and the RSUs granted
hereunder are subject to Sections 20 and 21 of the Plan, including the
Company’s recoupment policy, as may be amended or superseded from time
to time by the Board or otherwise in response to changes in applicable
laws, rules or regulations.






	 	(4)	 	The Board may at any time, or from time to
time, terminate, amend, modify or suspend the Plan, and the Board or
the Committee may amend or alter this Award Agreement at any time;
provided, however, that no termination, amendment,
modification, alteration or suspension shall materially impair the
previously accrued rights of the Participant with respect to the RSUs
granted pursuant to this Award Agreement, without the Participant’s
consent, except as otherwise provided by the Plan.






	 	(5)	 	Payments contemplated with respect to the RSUs
are intended to comply with the short-term deferral exception under
Section 409A of the Code, and the regulations and guidance promulgated
thereunder (“Section 409A”). Notwithstanding the forgoing of
any provisions of the Plan or this Award Agreement, if the Company
determines that such exception is not applicable to the RSUs, or any
provision of this Award Agreement or the Plan contravenes Section 409A
or could cause the Participant to incur any tax, interest or penalties
under Section 409A, the Committee may, in its sole discretion and
without the Participant’s consent, modify such provision to (i) comply
with, or avoid being subject to, Section 409A, or to avoid the
incurrence of any taxes, interest and penalties under Section 409A,
and/or (ii) maintain, to the extent reasonably practicable, the
original intent and economic benefit to the Participant of the
applicable provision without materially increasing the cost to the
Company or contravening the provisions of Section 409A. This Section
F(4) does not create an obligation on the part of the Company to modify
the Plan or this Award Agreement and does not guarantee that the RSUs
will not be subject to taxes, interest and penalties under Section
409A.






	 	(6)	 	Delivery of the Shares underlying the RSUs upon
settlement is subject to the Participant satisfying all applicable
federal, state, local and foreign taxes (including the Participant’s
FICA obligation). The Company shall have the power and the right to
(i) deduct or withhold from all amounts payable to the Participant
pursuant to the RSUs or otherwise, or (ii) require the Participant to
remit to the Company, an amount sufficient to satisfy any




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	 	 	 	applicable taxes required by law. Further, the Company may permit or
require the Participant to satisfy, in whole or in part, the tax
obligations by withholding Shares that would otherwise be received
upon settlement of the RSUs.






	 	(7)	 	This Award Agreement shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required, or the Committee determines are advisable. The Participant
agrees to take all steps the Company determines are necessary to comply
with all applicable provisions of federal and state securities law in
exercising his or her rights under this Award Agreement.






	 	(8)	 	All obligations of the Company under the Plan
and this Award Agreement shall be binding on any successor to the
Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.




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JetBlue Airways Corporation

2011 Incentive Compensation Plan

DSU Award Agreement



“Participant”:



“Date of Award”: [____________], 2011




     This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant
of director Deferred Stock Units (“DSUs”) by JetBlue Airways Corporation, a Delaware
corporation (the “Company”), to the Participant named above, pursuant to the provisions of
the JetBlue Airways Corporation 2011 Incentive Compensation Plan (the “Plan”). All
capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set
forth otherwise herein.



     Participant understands and agrees that the DSU grant is awarded subject to and in accordance
with the terms of the Plan. Participant hereby acknowledges the receipt of electronic delivery of
the official prospectus for the Plan located in the documents library and at
http://sites.jetblue.com/sites/Finance/StockOptions/default.aspx. A copy of the Plan is
available upon request made to the Corporate Secretary at the Corporation’s principal offices.



     The parties hereto agree as follows:




	 	(A)	 	Grant of DSUs. The Company hereby grants to the
Participant [NUMBER] DSUs, subject to the terms and conditions of the Plan and
this Award Agreement. Each DSU represents an unfunded and unsecured right to
receive one share of Common Stock in the future.






	 	(B)	 	Vesting and Settlement of DSUs.






	 	(1)	 	The Period of Restriction applicable to the
entire DSU grant shall commence on the Date of Award. Subject to the
Participant’s continued director service with the Company or an
Affiliate (the “Company Group”), the DSUs shall vest, and the
Period of Restriction shall lapse, on the first anniversary of the Date
of Award (the “Vesting Date”). Any DSUs as to which the Period
of Restriction has not lapsed prior to the date of the Participant’s
Termination of Service shall be immediately forfeited.






	 	(2)	 	Each vested DSU shall be settled through the
delivery of one Share no later than the last business day of the month
six months following the month in which the director’s service
terminates (or as soon as administratively practicable thereafter, but
in no event later than March 15th of the calendar year
immediately following




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	 	 	 	the calendar year in which the vesting date occurs (the
“Settlement Date”)).






	 	(3)	 	The Shares delivered to the Participant on the
Settlement Date (or such earlier date determined in accordance with
section (D)) shall not be subject to contractual transfer restrictions
(other than as provided in Sections (F)(2) and (F)(7) below and in the
Plan) the Company’s insider trading policies) and shall be fully paid,
non-assessable and registered in the Participant’s name.






	 	(C)	 	Termination of Service.






	 	 	 	If, prior to the Vesting Date, the Participant incurs a Termination of
Service under any circumstances, the DSUs as to which the Period of
Restriction has not lapsed shall be cancelled immediately and the
Participant shall immediately forfeit any rights to, and shall not be
entitled to receive any Shares or payments with respect to, such DSUs.






	 	(D)	 	Change in Control. The DSU grant awarded under this
Award Agreement is subject to the provisions of Section 15 of the Plan.






	 	(E)	 	Transferability. DSUs are not transferable other than
by last will and testament, by the laws of descent and distribution. Further,
except as set forth in the Plan, a Participant’s rights under the Plan shall be
exercisable during the Participant’s lifetime only by the Participant, or in
the event of the Participant’s legal incapacity, the Participant’s legal
guardian or representative.






	 	(F)	 	Miscellaneous.






	 	(1)	 	The Plan provides a complete description of the
terms and conditions governing all DSUs granted thereunder. This Award
Agreement and the rights of the Participant hereunder are subject to
the terms and conditions of the Plan, as amended from time to time, and
to such rules and regulations as the Committee may adopt for the
administration of the Plan. If there is any inconsistency between the
terms of this Award Agreement and the terms of the Plan, the Plan’s
terms shall supersede and replace the conflicting terms of this Award
Agreement.






	 	(2)	 	The Committee shall have the right to impose
such restrictions on any shares acquired pursuant to DSUs as it deems
necessary or advisable under applicable federal securities laws, the
rules and regulations of any stock exchange or market upon which such
shares are then listed and/or traded, and/or under any blue sky or
state securities laws applicable to such shares. It is expressly
understood by the Participant that the Committee is authorized to
administer, construe, and make all determinations necessary or




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	 	 	 	appropriate to administer the Plan and this Award Agreement, all of
which shall be binding upon the Participant.






	 	(3)	 	The Participant acknowledges that the incentive
compensation covered by this Award Agreement and the DSUs granted
hereunder are subject to Sections 20 and 21 of the Plan, or otherwise
in response to changes in applicable laws, rules or regulations.






	 	(4)	 	The Board may at any time, or from time to
time, terminate, amend, modify or suspend the Plan, and the Board or
the Committee may amend or alter this Award Agreement at any time;
provided, however, that no termination, amendment,
modification, alteration or suspension shall materially impair the
previously accrued rights of the Participant with respect to the DSUs
granted pursuant to this Award Agreement, without the Participant’s
consent, except as otherwise provided by the Plan.






	 	(5)	 	Payments contemplated with respect to the DSUs
are intended to comply with the short-term deferral exception under
Section 409A of the Code, and the regulations and guidance promulgated
thereunder (“Section 409A”). Notwithstanding the forgoing of
any provisions of the Plan or this Award Agreement, if the Company
determines that such exception is not applicable to the DSUs, or any
provision of this Award Agreement or the Plan contravenes Section 409A
or could cause the Participant to incur any tax, interest or penalties
under Section 409A, the Committee may, in its sole discretion and
without the Participant’s consent, modify such provision to (i) comply
with, or avoid being subject to, Section 409A, or to avoid the
incurrence of any taxes, interest and penalties under Section 409A,
and/or (ii) maintain, to the extent reasonably practicable, the
original intent and economic benefit to the Participant of the
applicable provision without materially increasing the cost to the
Company or contravening the provisions of Section 409A. This Section
F(4) does not create an obligation on the part of the Company to modify
the Plan or this Award Agreement and does not guarantee that the DSUs
will not be subject to taxes, interest and penalties under Section
409A.






	 	(6)	 	Delivery of the Shares underlying the DSUs upon
settlement is subject to the Participant satisfying all applicable
federal, state, local and foreign taxes (including the Participant’s
FICA obligation). The Company shall have the power and the right to
(i) deduct or withhold from all amounts payable to the Participant
pursuant to the DSUs or otherwise, or (ii) require the Participant to
remit to the Company, an amount sufficient to satisfy any applicable
taxes required by law. Further, the Company may




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	 	 	 	permit or require the Participant to satisfy, in whole or in part,
the tax obligations by withholding Shares that would otherwise be
received upon settlement of the DSUs.






	 	(7)	 	This Award Agreement shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required, or the Committee determines are advisable. The Participant
agrees to take all steps the Company determines are necessary to comply
with all applicable provisions of federal and state securities law in
exercising his or her rights under this Award Agreement.






	 	(8)	 	All obligations of the Company under the Plan
and this Award Agreement shall be binding on any successor to the
Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.






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