JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan



 Exhibit 10.35 
 JETBLUE AIRWAYS CORPORATION 
 2011 CREWMEMBER STOCK PURCHASE PLAN

  

	I.	PURPOSE OF THE PLAN 

 This
2011 Crewmember Stock Purchase Plan is intended to promote the interests of JetBlue Airways Corporation, a Delaware corporation, by providing eligible crewmembers with the opportunity to acquire a proprietary interest in the Corporation through
participation in a payroll deduction-based employee stock purchase plan designed to qualify under Section 423 of the Code. 

Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. 

 

	II.	ADMINISTRATION OF THE PLAN 


The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have full discretionary authority to interpret and
construe any provision of the Plan, to adopt such rules and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of Code Section 423 and all such authority that may be necessary or helpful to
enable it to discharge its responsibilities with respect to the Plan. Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan. Subject to applicable laws, rules, and regulations, the Plan
Administrator may, in its discretion, from time to time, delegate all or any part of its responsibilities and powers under the Plan to any employee or group of employees of the Corporation or any Participating Corporation, and revoke any such
delegation. Notwithstanding the foregoing, the Board, in its absolute discretion, may at any time and from time to time exercise any and all rights, duties and responsibilities of the Plan Administrator under the Plan, including, but not limited to,
establishing procedures to be followed by the Plan Administrator. 
  

	III.	STOCK SUBJECT TO PLAN 


A. The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares of
Common Stock purchased on the open market. The maximum number of shares of Common Stock reserved for issuance over the term of the Plan shall not exceed 8,000,000 shares. 
 B. In the event of any of the following transactions affecting the Common Stock: any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, or other similar change
affecting the outstanding Common Stock, or a merger, consolidation, acquisition of property or shares, spin-off, other distribution of stock or property (including any extraordinary cash or stock dividend), or liquidation or other similar event
affecting the Corporation or a subsidiary of the Corporation, then equitable adjustments shall be made to (i) the maximum number and class of securities issuable under the Plan, (ii) the maximum number and class of securities purchasable
per Participant on any one Purchase Date, (iii) the maximum number and class of securities purchasable in total by all Participants on any one Purchase Date, and (iv) the number and class of securities and the price per share in effect
under each outstanding purchase right. The adjustments shall be made in such manner as the Plan Administrator deems appropriate in order to prevent the dilution or enlargement of benefits under the outstanding purchase rights, and such adjustments
shall be final, binding and conclusive on the holders of those rights. 
  

	IV.	OFFERING PERIODS 

 A.
Shares of Common Stock shall be offered for purchase under the Plan through a series of overlapping offering periods until such time as (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated. 

  
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 B. Each offering period shall be of such duration (not to exceed twenty-four
(24) months) as determined by the Plan Administrator prior to the start date of such offering period. Offering periods shall commence at semi-annual intervals on the first business day of May and November each year over the term of the
Plan. Accordingly, two (2) separate offering periods shall commence in each calendar year the Plan remains in existence. Unless otherwise determined by the Plan Administrator prior to the start of such offering period, each offering period
shall have a maximum duration of six (6) months. 
 C. Each offering period shall consist of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first business day in May to the last business day in October each year and from the first business day in November each year to the last business day in April in the following
year. Each offering period will consist of one Purchase Interval, unless the duration of that offering period exceeds six (6) months. 
  

	V.	ELIGIBILITY 

 A. Each
individual who is an Eligible Crewmember on the start date of any offering period under the Plan may enter that offering period on such start date. However, an Eligible Crewmember may participate in only one offering period at a time. 

B. An Eligible Crewmember must, in order to participate in the Plan for a particular offering period, complete the enrollment forms
prescribed by the Plan Administrator (including a stock purchase agreement and a payroll deduction authorization) and file such forms with the Plan Administrator (or its designate) on or before the start date of that offering period. 

 

	VI.	PAYROLL DEDUCTIONS 


A. The payroll deduction authorized by the Participant for purposes of acquiring shares of Common Stock during an offering period may
be any multiple of one percent (1%) of the Cash Earnings paid to the Participant during each Purchase Interval within that offering period, up to a maximum of ten percent (10%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in accordance with the following guidelines: 
 (i) The Participant may, at any time during the offering period, reduce his or her rate of payroll deduction to become effective as soon as administratively possible after filing the appropriate form
with the Plan Administrator. The Participant may not, however, effect more than one (1) such reduction per Purchase Interval. 
 (ii) The Participant may, prior to the commencement of any new Purchase Interval within the offering period, increase the rate of his or her payroll deduction by filing the appropriate form with the
Plan Administrator. The new rate (which may not exceed the ten percent (10%) maximum) shall become effective on the start date of the first Purchase Interval following the filing of such form. 

B. Payroll deductions from after-tax Cash Earnings shall begin on the first pay day administratively feasible following the start
date of the offering period and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of that offering period. The amounts so collected shall be credited to the
Participant’s book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account. The amounts collected from the Participant shall not be required to be held in any segregated account or
trust fund and may be commingled with the general assets of the Corporation and used for general corporate purposes. 

C. Payroll deductions shall automatically cease upon the termination of the Participant’s purchase right in accordance with the
provisions of the Plan. 

  
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 D. The Participant’s acquisition of Common Stock under the Plan on any Purchase
Date shall neither limit nor require the Participant’s acquisition of Common Stock on any subsequent Purchase Date, whether within the same or a different offering period. 

 

	VII.	PURCHASE RIGHTS 


A. Grant of Purchase Rights. A Participant shall be granted a separate purchase right for each offering period
in which he or she is enrolled. The purchase right shall be granted on the start date of the offering period and shall provide the Participant with the right to purchase shares of Common Stock, at the end of each Purchase Interval within that
offering period, upon the terms set forth below. The Participant shall execute a stock purchase agreement embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable. 

Under no circumstances shall purchase rights be granted under the Plan to any Eligible Crewmember if such individual would, immediately
after the grant, own (within the meaning of Code Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate. 
 B. Exercise of the Purchase Right. Each purchase right
shall be automatically exercised on each successive Purchase Date within the offering period, and shares of Common Stock shall accordingly be purchased on behalf of each Participant on each such Purchase Date. The purchase shall be effected by
applying the Participant’s payroll deductions for the Purchase Interval ending on such Purchase Date to the purchase of whole shares of Common Stock at the purchase price in effect for the Participant for that Purchase Date. 

C. Purchase Price. The purchase price per share at which Common Stock will be purchased on the
Participant’s behalf on each Purchase Date within a particular offering period in which he or she is enrolled shall be equal to ninety-five percent (95%) of the Fair Market Value per share of Common Stock on such Purchase Date. 

D. Number of Purchasable Shares. The number of shares of Common Stock purchasable by a Participant on each
Purchase Date during the particular offering period in which he or she is enrolled shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions during the Purchase Interval ending with
that Purchase Date by the purchase price in effect for the Participant for that Purchase Date. However, the maximum number of shares of Common Stock purchasable per Participant on any one Purchase Date shall not exceed 3,375 shares, subject to
periodic adjustments in the event of certain changes in the Corporation’s capitalization. In addition, the maximum number of shares of Common Stock purchasable in total by all Participants in the Plan on any one Purchase Date shall not exceed
1,350,000 shares, subject to periodic adjustments in the event of certain changes in the Corporation’s capitalization. However, the Plan Administrator shall have the discretionary authority, exercisable prior to the start of any offering
period under the Plan, to increase or decrease the limitations to be in effect for the number of shares purchasable per Participant and in total by all Participants enrolled in that particular offering period on each Purchase Date which occurs
during that offering period. 
 E. Excess Payroll Deductions. Any payroll deductions not applied to
the purchase of shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole share of Common Stock shall be held for the purchase of Common Stock on the next Purchase Date. However, any payroll deductions not
applied to the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable per Participant or in total by all Participants on the Purchase Date or any other reason shall be promptly refunded. 

F. Suspension of Payroll Deductions. In the event that a Participant is, by reason of the accrual limitations in
Article VIII, precluded from purchasing additional shares of Common Stock on one or more Purchase Dates during the offering period in which he or she is enrolled, then no further payroll 


  
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deductions shall be collected from such Participant with respect to those Purchase Dates. The suspension of such deductions shall not terminate the Participant’s purchase right for the
offering period in which he or she is enrolled, and payroll deductions shall automatically resume on behalf of such Participant once he or she is again able to purchase shares during that offering period in compliance with the accrual limitations of
Article VIII. 
 G. Withdrawal from Offering Period. The following provisions shall govern the
Participant’s withdrawal from an offering period: 
 (i) A Participant may withdraw from the offering
period in which he or she is enrolled at any time prior to the next scheduled Purchase Date by filing the appropriate form with the Plan Administrator (or its designate), and no further payroll deductions shall be collected from the Participant with
respect to that offering period. Any payroll deductions collected during the Purchase Interval in which such withdrawal occurs shall, at the Participant’s election, be immediately refunded or held for the purchase of shares on the next Purchase
Date. If no such election is made at the time of such withdrawal, then the payroll deductions collected from the Participant during the Purchase Interval in which such withdrawal occurs shall be refunded as soon as administratively possible.

 (ii) The Participant’s withdrawal from a particular offering period shall be irrevocable, and the
Participant may not subsequently rejoin that offering period at a later date. In order to resume participation in any subsequent offering period, such individual must re-enroll in the Plan (by making a timely filing of the prescribed enrollment
forms) on or before the start date of that offering period. 
 H. Termination of Purchase Right. The
following provisions shall govern the termination of outstanding purchase rights: 
 (i) Should the
Participant cease to remain an Eligible Crewmember for any reason (including death, disability or change in status) while his or her purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the
Participant’s payroll deductions for the Purchase Interval in which the purchase right so terminates shall be immediately refunded. 
 (ii) However, should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have the right, exercisable up until the last
business day of the Purchase Interval in which such leave commences, to (a) withdraw all the payroll deductions collected to date on his or her behalf for that Purchase Interval or (b) have such funds held for the purchase of shares on his
or her behalf on the next scheduled Purchase Date. In no event, however, shall any further payroll deductions be collected on the Participant’s behalf during such leave. Upon the Participant’s return to active service (x) within
ninety (90) days following the commencement of such leave or (y) prior to the expiration of any longer period for which such Participant has reemployment rights with the Corporation provided by statute or contract, his or her payroll
deductions under the Plan shall automatically resume at the rate in effect at the time the leave began, unless the Participant withdraws from the Plan prior to his or her return. An individual who returns to active employment following a leave of
absence that exceeds in duration the applicable (x) or (y) time period will be treated as a new Crewmember for purposes of subsequent participation in the Plan and must accordingly re-enroll in the Plan (by making a timely filing of the
prescribed enrollment forms) on or before the start date of any subsequent offering period in which he or she wishes to participate. 
 I. Change in Control. Each outstanding purchase right shall automatically be exercised, immediately prior to the effective date of any Change in Control, by applying the payroll
deductions of each Participant for the Purchase Interval in which such Change in Control occurs to the purchase of whole shares of Common Stock at a purchase price per share equal to ninety-five percent (95%) of the Fair Market Value per share
of Common Stock immediately prior to the effective date of such Change in Control. 

  
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 However, the applicable limitation on the number of shares of Common Stock purchasable per
Participant shall continue to apply to any such purchase, but not the limitation applicable to the maximum number of shares of Common Stock purchasable in total by all Participants on any one Purchase Date. 

The Corporation shall use its best efforts to provide at least ten (10) days’ prior written notice of the occurrence of any
Change in Control, and Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase rights prior to the effective date of the Change in Control. 

Notwithstanding the foregoing provisions of this Section VII.I to the contrary, the Plan Administrator may in its discretion
determine that any outstanding purchase rights shall be terminated prior to the effective date of a Change in Control, in which case all payroll deductions for the Purchase Interval in which such purchase rights are terminated shall be promptly
refunded. 
 J. Proration of Purchase Rights. Should the total number of shares of Common Stock to be
purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan or the limit on the maximum number of shares of Common Stock purchasable in total by all Participants on
any one Purchase Date pursuant to Section VII.D, the Plan Administrator shall make a pro-rata allocation of the shares available or purchasable on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the
extent in excess of the aggregate purchase price payable for the Common Stock pro-rated to such individual, shall be refunded. 

K. Assignability. The purchase right shall be exercisable only by the Participant and shall not be assignable or
transferable by the Participant. 
 L. Stockholder Rights. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right until the shares are purchased on the Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a holder of record of the
purchased shares. 
  

	VIII. 	ACCRUAL LIMITATIONS 


A. No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding under this
Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock purchase plans
(within the meaning of Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such Participant to purchase more than Twenty-Five Thousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding. 

B. For purposes of applying such accrual limitations to the purchase rights granted under the Plan, the following provisions shall
be in effect: 
 (i) The right to acquire Common Stock under each outstanding purchase right shall accrue in
one or more installments on each successive Purchase Date during the offering period in which such right remains outstanding. 
 (ii) No right to acquire Common Stock under any outstanding purchase right shall accrue to the extent the Participant has already accrued in the same calendar year the right to acquire Common Stock
under one or more other purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000.00) worth of Common Stock (determined on the basis of the Fair Market Value per share on the date or dates of grant) for each calendar year such rights
were at any time outstanding. 

  
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 C. If by reason of such accrual limitations, any purchase right of a Participant does
not accrue for a particular Purchase Interval, then the payroll deductions that the Participant made during that Purchase Interval with respect to such purchase right shall be promptly refunded. 

D. In the event there is any conflict between the provisions of this Article and one or more provisions of the Plan or any
instrument issued thereunder, the provisions of this Article shall be controlling. 
  

	IX.	EFFECTIVE TIME AND TERM OF THE PLAN 

 A. The Plan was adopted by the Board on April 14, 2011, and shall become effective upon the date on which the Plan is approved by the affirmative vote of the holders of a majority of the shares
of Common Stock which are present or represented and entitled to vote and voted at a meeting (the “Effective Time”), which approval must occur within the period ending twelve (12) months before or after the date the Plan
is adopted by the Board. 
 B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of
(i) the last business day in April 2021, (ii) the date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan, and (iii) the date on which all purchase
rights are exercised in connection with a Change in Control. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following such termination. 

C. From and after the Effective Time, no further grants shall be made under the JetBlue Airways Corporation Crewmember Stock
Purchase Plan, as in effect immediately prior to the Effective Time (the “Prior Plan”); however, any purchase rights outstanding under the Prior Plan before the Effective Time shall continue in effect in accordance
with their terms. 
  

	X.	AMENDMENT AND TERMINATION OF THE PLAN 

 A. The Board may alter, amend, suspend or terminate the Plan at any time to become effective immediately following the close of any Purchase Interval. However, the Plan may be amended or terminated
immediately upon Board action, if and to the extent necessary to assure that the Corporation will not recognize, for financial reporting purposes, any compensation expense in connection with the shares of Common Stock offered for purchase under the
Plan, should the financial accounting rules applicable to the Plan at the Effective Time be subsequently revised so as to require the Corporation to recognize compensation expense in the absence of such amendment or termination. 

B. In no event may the Board effect any of the following amendments or revisions to the Plan without the approval of the
Corporation’s stockholders: (i) increase the number of shares of Common Stock issuable under the Plan, except for permissible adjustments in the event of certain changes in the Corporation’s capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Plan, (iii) modify the eligibility requirements for participation in the Plan, or (iv) any other amendment requiring
stockholder approval under any applicable law, regulation or rule. 
 C. The Board may at any time terminate an offering
period then in progress and provide that Participants’ then outstanding payroll deductions shall be promptly refunded. 
  

	XI.	GENERAL PROVISIONS 


A. All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation; however, each Plan Participant
shall bear all costs and expenses incurred by such individual in the sale or other disposition of any shares purchased under the Plan. 
 B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any Corporate Affiliate for any period of specific duration or interfere with or


  
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otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person’s employment at any time for any reason, with or without cause. 
 C. The provisions of the Plan
shall be governed by the laws of the State of Delaware without resort to that State’s conflict-of-laws rules. 

  
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 Schedule A 

Corporations Participating in 
 2011 Crewmember Stock Purchase Plan 
 As of the Effective Time

 JetBlue Airways Corporation 

  
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 APPENDIX 

The following definitions shall be in effect under the Plan: 
 A. Board shall mean the Corporation’s Board of Directors. 

B. Cash Earnings shall mean (i) the regular base salary paid to a Participant by one or more Participating
Companies during such individual’s period of participation in one or more offering periods under the Plan plus (ii) all overtime payments, bonuses, commissions, profit-sharing distributions or other incentive-type payments received during
such period. Such Cash Earnings shall be calculated before deduction of (A) any income or employment tax withholdings, or (B) any contributions made by the Participant to any Code Section 401(k) salary deferral plan or any Code
Section 125 cafeteria benefit program now or hereafter established by the Corporation or any Corporate Affiliate. However, Cash Earnings shall not include any non-cash items, severance or notice pay, income attributable to stock options
or other stock-base compensation or contributions made by the Corporation or any Corporate Affiliate on the Participant’s behalf to any crewmember benefit or welfare plan now or hereafter established (other than Code Section 401(k) or Code
Section 125 contributions deducted from such Cash Earnings). 
 C. Change in Control shall mean the
occurrence of any of the following: 
 (i) Any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the
then-outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that, for purposes of this Section 2(h), the following acquisitions shall not constitute a Change
in Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Affiliate
or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections C(iii)(1), C(iii)(2) and C(iii)(3) below; 
 (ii) Any time at which individuals who, as of the Effective Time, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to the Effective Time whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) Consummation of a reorganization,
merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any Affiliate, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of
another entity by the Corporation or any Affiliate (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of
common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent
governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s
assets either directly or through one or 

  
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more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Corporation Common Stock and the Outstanding
Corporation Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business
Combination; or 
 (iv) The consummation of a plan of complete liquidation or dissolution of the
Corporation. 
 D. Code shall mean the Internal Revenue Code of 1986, as amended. 

E. Common Stock shall mean the Corporation’s common stock. 

F. Corporate Affiliate shall mean (i) any parent or subsidiary corporation of the Corporation (as determined in
accordance with Code Section 424), whether now existing or subsequently established, and, (ii) solely for purposes of the definition of Change in Control, any Person that directly or indirectly controls, is controlled by or is under common
control with the Corporation. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise. 

G. Corporation shall mean JetBlue Airways Corporation, a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of JetBlue Airways Corporation that shall by appropriate action adopt the Plan. 

H. Effective Time shall have the meaning given such term in Section IX.A. Any Corporate Affiliate that becomes a
Participating Corporation after such Effective Time shall designate a subsequent Effective Time with respect to its Eligible Crewmember-Participants (except with respect to the definition of Change in Control). 

I. Eligible Crewmember shall mean any person who is paid remuneration for services rendered as an employee of one or
more Participating Corporations. 
 J. Exchange Act shall mean the Securities Exchange Act of 1934, as it may
be amended from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto. 
 K. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions: if the Common Stock is at the time listed on any
Stock Exchange, then the Fair Market Value shall be the average of the highest and the lowest selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no such average selling price for the Common Stock on the date in question, then the Fair Market Value shall be the average of the
highest and the lowest selling price per share of Common Stock on the last preceding date for which such quotation exists. 

L. 1933 Act shall mean the Securities Act of 1933, as amended. 

M. Participant shall mean any Eligible Crewmember of a Participating Corporation who is actively participating in the
Plan. 

  
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 N. Participating Corporation shall mean the Corporation and such
Corporate Affiliate or Affiliates as may be authorized from time to time by the Board to extend the benefits of the Plan to their Eligible Crewmembers. The Participating Corporations in the Plan are listed in attached Schedule A. 

O. Plan shall mean the Corporation’s 2011 Crewmember Stock Purchase Plan, as set forth in this document.

 P. Plan Administrator shall mean the committee of two (2) or more Board members appointed by the
Board to administer the Plan. 
 Q. Purchase Date shall mean the last business day of each Purchase Interval.

 R. Purchase Interval shall mean each successive six (6)-month period within a particular offering period
at the end of which there shall be purchased shares of Common Stock on behalf of each Participant. 
 S. Stock
Exchange shall mean the Nasdaq Stock Exchange or such other securities exchange or inter-dealer quotation system as may at the applicable time be the principal market for the Common Stock. 

  
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