EX-10.21






JETBLUE AIRWAYS CORPORATION




AMENDED AND RESTATED

2002 STOCK INCENTIVE PLAN




ARTICLE ONE




GENERAL PROVISIONS




     I. PURPOSE OF THE PLAN



          This Amended and Restated 2002 Stock Incentive Plan is intended to promote the interests of
the Corporation by providing eligible persons in the Corporation’s service with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in such service.




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




     II. STRUCTURE OF THE PLAN



          A. The Plan shall be divided into six separate equity incentive programs:





(i) the Discretionary Option Grant Program under which eligible persons may,
at the discretion of the Plan Administrator, be granted options to purchase
shares of Common Stock,




(ii) the Salary Investment Option Grant Program under which eligible
employees may elect to have a portion of their base salary invested each
year in special option grants,




(iii) the Stock Issuance Program under which eligible persons may, at the
discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a bonus
for services rendered the Corporation (or any Parent or Subsidiary),




(iv) the Director Deferred Stock Unit Program under which non-employee Board
members shall be granted Deferred Stock Units pursuant to an Award
Agreement.




(v) the Director Fee Option Grant Program under which non-employee Board
members may elect to have all or any portion of their annual retainer fee
otherwise payable in cash applied to a special stock option grant, and



 









 






(vi) the Restricted Stock Unit Program under which eligible persons may, at
the discretion of the Plan Administrator, be granted Restricted Stock Units
pursuant to an Award Agreement.



          B. The provisions of Articles One and Eight shall apply to all equity programs under the Plan
and shall govern the interests of all persons under the Plan.




     III. ADMINISTRATION OF THE PLAN



          A. The Primary Committee shall have sole and exclusive authority to administer the
Discretionary Option Grant, Stock Issuance Program and Restricted Stock Unit Programs with respect
to Section 16 Insiders. Administration of the Discretionary Option Grant, Stock Issuance Program
and Restricted Stock Unit Programs with respect to all other persons eligible to participate in
those programs may, at the Board’s discretion, be vested in the Primary Committee or a Secondary
Committee, or the Board may retain the power to administer those programs with respect to all such
persons. However, any discretionary option grants, stock issuances or Restricted Stock Unit awards
for members of the Primary Committee must be authorized by a disinterested majority of the Board.




          B. Members of the Primary Committee or any Secondary Committee shall serve for such period of
time as the Board may determine and may be removed by the Board at any time. The Board may also at
any time terminate the functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.




          C. Each Plan Administrator shall, within the scope of its administrative functions under the
Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules
and regulations as it may deem appropriate for proper administration of the Discretionary Option
Grant, Stock Issuance and Restricted Stock Unit Programs and to make such determinations under, and
issue such interpretations of, the provisions of those programs and any outstanding options or
stock issuances thereunder as it may deem necessary or advisable. Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan shall be final and
binding on all parties who have an interest in the Discretionary Option Grant, Stock Issuance and
Restricted Stock Unit Programs under its jurisdiction or any stock option, stock issuance or
Restricted Stock Unit award thereunder.




          D. The Primary Committee shall have the sole and exclusive authority to determine which
Section 16 Insiders and other highly compensated Employees shall be eligible for participation in
the Salary Investment Option Grant Program for one or more calendar years. However, all option
grants under the Salary Investment Option Grant Program shall be made in accordance with the
express terms of that program, and the Primary Committee shall not exercise any discretionary
functions with respect to the option grants made under that program.




          E. Service on the Primary Committee or the Secondary Committee shall constitute service as a
Board member, and members of each such committee shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on such committee. No member
of the Primary Committee or the Secondary Committee shall be liable


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for any act or omission made in good faith with respect to the Plan or any option grants,
stock issuances or Restricted Stock Unit awards under the Plan.




          F. Administration of the Director Deferred Stock Unit Program and Director Fee Option Grant
Programs shall be self-executing in accordance with the terms of those programs, and no Plan
Administrator shall exercise any discretionary functions with respect to any option grants or stock
issuances made under those programs.




     IV. ELIGIBILITY



          A. The persons eligible to participate in the Discretionary Option Grant, Stock Issuance and
Restricted Stock Unit Programs are as follows:





(i) Employees,




(ii) non-employee members of the Board or the board of directors of any
Parent or Subsidiary, and




(iii) consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary).



          B. Only Employees who are Section 16 Insiders or other highly compensated individuals shall be
eligible to participate in the Salary Investment Option Grant Program.




          C. Each Plan Administrator shall, within the scope of its administrative jurisdiction under
the Plan, have full authority to determine, (i) with respect to the option grants under the
Discretionary Option Grant Program, which eligible persons are to receive such grants, the time or
times when those grants are to be made, the number of shares to be covered by each such grant, the
status of the granted option as either an Incentive Option or a Non-Statutory Option, the time or
times when each option is to become exercisable, the vesting schedule (if any) applicable to the
option shares and the maximum term for which the option is to remain outstanding; (ii) with respect
to stock issuances under the Stock Issuance Program, which eligible persons are to receive such
issuances, the time or times when the issuances are to be made, the number of shares to be issued
to each Participant, the vesting schedule (if any) applicable to the issued shares and the
consideration for such shares; and (iii) with respect to Restricted Stock Unit awards under the
Restricted Stock Unit Program, which eligible persons are to receive such awards, the time or times
when the awards are to be made, the number of units to be issued to each Participant, the vesting
schedule (if any) applicable to the Restricted Stock Units and the consideration for such units.




          D. The Plan Administrator shall have the absolute discretion either to grant options in
accordance with the Discretionary Option Grant Program, to effect stock issuances in accordance
with the Stock Issuance Program or to grant awards in accordance with the Restricted Stock Unit
Program.




          E. All non-employee Board members shall be eligible to participate in the Director Deferred
Stock Unit Program.




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          F. All non-employee Board members shall be eligible to participate in the Director Fee Option
Grant Program.




     V. STOCK SUBJECT TO THE PLAN



          A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired
Common Stock, including shares repurchased by the Corporation on the open market. The number of
shares of Common Stock initially reserved for issuance over the term of the Plan shall not exceed
22,376,142. Such reserve shall consist of (i) the number of shares estimated to remain available
for issuance, as of the Plan Effective Date, under the Predecessor Plan as last approved by the
Corporation’s stockholders, including the shares subject to outstanding options under the
Predecessor Plan, (ii) plus an additional increase of approximately 500,000 shares to be approved
by the Corporation’s stockholders prior to the Underwriting Date.




          B. The number of shares of Common Stock available for issuance under the Plan shall
automatically increase on the first trading day of January each calendar year during the term of
the Plan, beginning with calendar year 2003, by an amount equal to four percent (4%) of the total
number of shares of Common Stock outstanding on the last trading day in December of the immediately
preceding calendar year, but in no event shall any such annual increase exceed 12,150,000 shares.




          C. No one person participating in the Plan may receive stock options, separately exercisable
stock appreciation rights, direct stock issuances and Restricted Stock Units for more than
1,000,000 shares of Common Stock in the aggregate per calendar year.




          D. Shares of Common Stock subject to outstanding options (including options transferred to
this Plan from the Predecessor Plan) and Restricted Stock Units shall be available for subsequent
issuance or award under the Plan to the extent (i) those options or units expire or terminate for
any reason prior to exercise or settlement in full or (ii) the options or units are cancelled in
accordance with the cancellation-regrant provisions of Article Two. Unvested shares or units
issued under the Plan and subsequently cancelled or repurchased by the Corporation, at a price per
share not greater than the original issue price paid per share, pursuant to the Corporation’s
repurchase rights under the Plan shall be added back to the number of shares of Common Stock
reserved for issuance under the Plan and shall accordingly be available for reissuance through one
or more subsequent option grants, direct stock issuances or Restricted Stock Unit awards under the
Plan. However, should the exercise price of an option under the Plan be paid with shares of Common
Stock or should shares of Common Stock otherwise issuable under the Plan be withheld by the
Corporation in satisfaction of the withholding taxes incurred in connection with the exercise of an
option or the vesting of a stock issuance or Restricted Stock Unit under the Plan, then the number
of shares of Common Stock available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised or which vest under the stock issuance or
Restricted Stock Unit, and not by the net number of shares of Common Stock issued to the holder of
such option, stock issuance or Restricted Stock Unit. Shares of Common Stock underlying one or more
stock appreciation rights exercised under Section IV of Article Two, Section III of Article Three,
Section II of


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Article Five or Section III of Article Six of the Plan shall NOT be available for subsequent
issuance under the Plan.




          E. If any change is made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate
adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the maximum number and/or class of securities for which
any one person may be granted stock options, separately exercisable stock appreciation rights,
direct stock issuances and Restricted Stock Units under the Plan per calendar year, (iii) the
number and/or class of securities for which grants are subsequently made under the Director
Deferred Stock Unit Program to new and continuing non-employee Board members, (iv) the number
and/or class of securities and the exercise price per share in effect under each outstanding option
under the Plan, (v) the number and/or class of securities and exercise price per share in effect
under each outstanding option transferred to this Plan from the Predecessor Plan and (vi) the
maximum number and/or class of securities by which the share reserve is to increase automatically
each calendar year pursuant to the provisions of Section V.B of this Article One. Such adjustments
to the outstanding options are to be effected in a manner which shall preclude the enlargement or
dilution of rights and benefits under such options and shall be conducted in compliance with
Section 409A of the Code. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive.




ARTICLE TWO


DISCRETIONARY OPTION GRANT PROGRAM




     I. OPTION TERMS



          Each option shall be evidenced by one or more documents in the form approved by the Plan
Administrator; provided, however, that each such document shall comply with the terms specified
below. Each document evidencing an Incentive Option shall, in addition, be subject to the
provisions of the Plan applicable to such options.




          A. EXERCISE PRICE.




               1. The exercise price per share shall be fixed by the Plan Administrator but shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.



               2. The exercise price shall become immediately due upon exercise of the option and shall,
subject to the provisions of Section I of Article Seven and the documents evidencing the option, be
payable in one or more of the forms specified below:




(i) cash or check made payable to the Corporation,



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(ii) shares of Common Stock held for the requisite period necessary to avoid
a charge to the Corporation’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date, or




(iii) to the extent the option is exercised for vested shares, through a
special sale and remittance procedure pursuant to which the Optionee shall
concurrently provide irrevocable instructions to (a) a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable Federal,
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (b) the Corporation to deliver
the certificates for the purchased shares directly to such brokerage firm in
order to complete the sale.



          Except to the extent such sale and remittance procedure is utilized, payment of the exercise
price for the purchased shares must be made on the Exercise Date.




          B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at such time or times,
during such period and for such number of shares as shall be determined by the Plan Administrator
and set forth in the documents evidencing the option. However, no option shall have a term in
excess of ten (10) years measured from the option grant date.




          C. EFFECT OF TERMINATION OF SERVICE.




               1. The following provisions shall govern the exercise of any options held by the Optionee at
the time of cessation of Service or death:




(i) Any option outstanding at the time of the Optionee’s cessation of
Service for any reason shall remain exercisable for such period of time
thereafter as shall be determined by the Plan Administrator and set forth in
the documents evidencing the option, but no such option shall be exercisable
after the expiration of the option term.




(ii) Any option held by the Optionee at the time of death and exercisable in
whole or in part at that time may be subsequently exercised by the personal
representative of the Optionee’s estate or by the person or persons to whom
the option is transferred pursuant to the Optionee’s will or the laws of
inheritance or by the Optionee’s designated beneficiary or beneficiaries of
that option.




(iii) Should the Optionee’s Service be terminated for Misconduct or should
the Optionee otherwise engage in Misconduct while holding one or more
outstanding options under this Article Two, then all those options shall
terminate immediately and cease to be outstanding.



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(iv) During the applicable post-Service exercise period, the option may not
be exercised in the aggregate for more than the number of vested shares for
which the option is exercisable on the date of the Optionee’s cessation of
Service. Upon the expiration of the applicable exercise period or (if
earlier) upon the expiration of the option term, the option shall terminate
and cease to be outstanding for any vested shares for which the option has
not been exercised. However, the option shall, immediately upon the
Optionee’s cessation of Service, terminate and cease to be outstanding to
the extent the option is not otherwise at that time exercisable for vested
shares.



               2. The Plan Administrator shall have complete discretion, exercisable either at the time an
option is granted or at any time while the option remains outstanding, to:




(i) extend the period of time for which the option is to remain exercisable
following the Optionee’s cessation of Service from the limited exercise
period otherwise in effect for that option to such greater period of time as
the Plan Administrator shall deem appropriate, but in no event beyond the
expiration of the option term, and/or




(ii) permit the option to be exercised, during the applicable post-Service
exercise period, not only with respect to the number of vested shares of
Common Stock for which such option is exercisable at the time of the
Optionee’s cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested had the
Optionee continued in Service.



          D. STOCKHOLDER RIGHTS. The holder of an option shall have no stockholder rights with respect
to the shares subject to the option until such person shall have exercised the option, paid the
exercise price and become a holder of record of the purchased shares.




          E. REPURCHASE RIGHTS. The Plan Administrator shall have the discretion to grant options which
are exercisable for unvested shares of Common Stock. Should the Optionee cease Service while
holding such unvested shares, the Corporation shall have the right to repurchase any or all of
those unvested shares at a price per share equal to the LOWER of (i) the exercise price paid per
share or (ii) the Fair Market Value per share of Common Stock at the time of repurchase. The terms
upon which such repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be established by the
Plan Administrator and set forth in the document evidencing such repurchase right.




          F. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, Incentive Options
shall be exercisable only by the Optionee and shall not be assignable or transferable other than by
will or the laws of inheritance following the Optionee’s death. Non-Statutory Options shall be
subject to the same restriction, except that a Non-Statutory Option may be assigned in whole or in
part during the Optionee’s lifetime to one


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or more members of the Optionee’s family or to a trust established exclusively for one or more
such family members or to Optionee’s former spouse, to the extent such assignment is in connection
with the Optionee’s estate plan or pursuant to a domestic relations order. The assigned portion
may only be exercised by the person or persons who acquire a proprietary interest in the option
pursuant to the assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem appropriate. Notwithstanding
the foregoing, the Optionee may also designate one or more persons as the beneficiary or
beneficiaries of his or her outstanding options under this Article Two, and those options shall, in
accordance with such designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee’s death while holding those options. Such beneficiary or beneficiaries shall
take the transferred options subject to all the terms and conditions of the applicable agreement
evidencing each such transferred option, including (without limitation) the limited time period
during which the option may be exercised following the Optionee’s death.




     II. INCENTIVE OPTIONS



          The terms specified below shall be applicable to all Incentive Options. Except as modified by
the provisions of this Section II, all the provisions of Articles One, Two and Seven shall be
applicable to Incentive Options. Options which are specifically designated as Non-Statutory
Options when issued under the Plan shall NOT be subject to the terms of this Section II.




          A. ELIGIBILITY. Incentive Options may only be granted to Employees.




          B. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of Common Stock
(determined as of the respective date or dates of grant) for which one or more options granted to
any Employee under the Plan (or any other option plan of the Corporation or any Parent or
Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the first time in the same
calendar year, the foregoing limitation on the exercisability of such options as Incentive Options
shall be applied on the basis of the order in which such options are granted.




          C. 10% STOCKHOLDER. If any Employee to whom an Incentive Option is granted is a 10%
Stockholder, then the exercise price per share shall not be less than one hundred ten percent
(110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option
term shall not exceed five (5) years measured from the option grant date.




     III. CHANGE IN CONTROL/HOSTILE TAKE-OVER



          A. In the event of a Change in Control, each outstanding option under the Discretionary Option
Grant Program shall automatically accelerate so that each such option shall, immediately prior to
the effective date of that Change in Control, become exercisable for all the shares of Common Stock
at the time subject to such option and may be exercised for any or all of those shares as fully
vested shares of Common Stock. However, an outstanding option



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shall NOT become exercisable on such an accelerated basis if and to the extent: (i) such
option is to be assumed by the successor corporation (or parent thereof) or is otherwise to
continue in full force and effect pursuant to the terms of the Change in Control transaction or
(ii) such option is to be replaced with a cash incentive program of the successor corporation which
preserves the spread existing at the time of the Change in Control on any shares for which the
option is not otherwise at that time exercisable and provides for subsequent payout of that spread
in accordance with the same exercise/vesting schedule applicable to those option shares or (iii)
the acceleration of such option is subject to other limitations imposed by the Plan Administrator
at the time of the option grant.




          B. All outstanding repurchase rights under the Discretionary Option Grant Program shall
automatically terminate, and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of a Change in Control, except to the extent: (i) those
repurchase rights are to be assigned to the successor corporation (or parent thereof) or are
otherwise to continue in full force and effect pursuant to the terms of the Change in Control
transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.




          C. Immediately following the consummation of the Change in Control, all outstanding options
under the Discretionary Option Grant Program shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full
force and effect pursuant to the terms of the Change in Control transaction.




          D. Each option which is assumed in connection with a Change in Control or otherwise continued
in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities which would have been issuable to the Optionee in consummation
of such Change in Control had the option been exercised immediately prior to such Change in
Control. Appropriate adjustments to reflect such Change in Control shall also be made to (i) the
exercise price payable per share under each outstanding option, PROVIDED the aggregate exercise
price payable for such securities shall remain the same, (ii) the maximum number and/or class of
securities available for issuance over the remaining term of the Plan and (iii) the maximum number
and/or class of securities for which any one person may be granted stock options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan per calendar year
and (iv) the maximum number and/or class of securities by which the share reserve is to increase
automatically each calendar year. To the extent the actual holders of the Corporation’s outstanding
Common Stock receive cash consideration for their Common Stock in consummation of the Change in
Control, the successor corporation may, in connection with the assumption of the outstanding
options under the Discretionary Option Grant Program, substitute one or more shares of its own
common stock with a fair market value equivalent to the cash consideration paid per share of Common
Stock in such Change in Control transaction.




          E. The Plan Administrator shall have the discretionary authority to structure one or more
outstanding options under the Discretionary Option Grant Program so that those options shall,
immediately prior to the effective date of a Change in Control, become exercisable for all the
shares of Common Stock at the time subject to those options and may be exercised for


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any or all of those shares as fully vested shares of Common Stock, whether or not those
options are to be assumed in the Change in Control transaction or otherwise continued in effect. In
addition, the Plan Administrator shall have the discretionary authority to structure one or more of
the Corporation’s repurchase rights under the Discretionary Option Grant Program so that those
rights shall immediately terminate upon the consummation of the Change in Control transaction, and
the shares subject to those terminated rights shall thereupon vest in full.




          F. The Plan Administrator shall have full power and authority to structure one or more
outstanding options under the Discretionary Option Grant Program so that those options shall become
exercisable for all the shares of Common Stock at the time subject to those options in the event
the Optionee’s Service is subsequently terminated by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective date of any Change
in Control transaction in which those options do not otherwise accelerate. In addition, the Plan
Administrator may structure one or more of the Corporation’s repurchase rights so that those rights
shall immediately terminate with respect to any shares held by the Optionee at the time of such
Involuntary Termination, and the shares subject to those terminated repurchase rights shall
accordingly vest in full at that time.




          G. The Plan Administrator shall have the discretionary authority to structure one or more
outstanding options under the Discretionary Option Grant Program so that those options shall,
immediately prior to the effective date of a Hostile Take-Over, become exercisable for all the
shares of Common Stock at the time subject to those options and may be exercised for any or all of
those shares as fully vested shares of Common Stock. In addition, the Plan Administrator shall
have the discretionary authority to structure one or more of the Corporation’s repurchase rights
under the Discretionary Option Grant Program so that those rights shall terminate automatically
upon the consummation of such Hostile Take-Over, and the shares subject to those terminated rights
shall thereupon vest in full. Alternatively, the Plan Administrator may condition the automatic
acceleration of one or more outstanding options under the Discretionary Option Grant Program and
the termination of one or more of the Corporation’s outstanding repurchase rights under such
program upon the subsequent termination of the Optionee’s Service by reason of an Involuntary
Termination within a designated period (not to exceed eighteen (18) months) following the effective
date of such Hostile Take-Over.




          H. The portion of any Incentive Option accelerated in connection with a Change in Control or
Hostile Take-Over shall remain exercisable as an Incentive Option only to the extent the applicable
One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated portion of such option shall be exercisable as a
Nonstatutory Option under the Federal tax laws.




          I. The outstanding options shall in no way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.




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     IV. CANCELLATION AND REGRANT OF OPTIONS



          The Plan Administrator shall have the authority to effect, at any time and from time to time,
with the consent of the affected option holders, the cancellation of any or all outstanding options
under the Discretionary Option Grant Program (including outstanding options incorporated from the
Predecessor Plan) and to grant in substitution new options covering the same or a different number
of shares of Common Stock but with an exercise price per share based on the Fair Market Value per
share of Common Stock on the new grant date.




     V. STOCK APPRECIATION RIGHTS



          A. The Plan Administrator shall have full power and authority to grant to selected Optionees
tandem stock appreciation rights and/or limited stock appreciation rights.




          B. The following terms shall govern the grant and exercise of tandem stock appreciation
rights:





(i) One or more Optionees may be granted the right, exercisable upon such
terms as the Plan Administrator may establish, to elect between the exercise
of the underlying option for shares of Common Stock and the surrender of
that option in exchange for a distribution from the Corporation in an amount
equal to the excess of (a) the Fair Market Value (on the option surrender
date) of the number of shares in which the Optionee is at the time vested
under the surrendered option (or surrendered portion thereof) over (b) the
aggregate exercise price payable for such shares.




(ii) No such option surrender shall be effective unless it is approved by
the Plan Administrator, either at the time of the actual option surrender or
at any earlier time. If the surrender is so approved, then the distribution
to which the Optionee shall be entitled may be made in shares of Common
Stock valued at Fair Market Value on the option surrender date, in cash, or
partly in shares and partly in cash, as the Plan Administrator shall in its
sole discretion deem appropriate.




(iii) If the surrender of an option is not approved by the Plan
Administrator, then the Optionee shall retain whatever rights the Optionee
had under the surrendered option (or surrendered portion thereof) on the
option surrender date and may exercise such rights at any time prior to the
LATER of (a) five (5) business days after the receipt of the rejection
notice or (b) the last day on which the option is otherwise exercisable in
accordance with the terms of the documents evidencing such option, but in no
event may such rights be exercised more than ten (10) years after the option
grant date.



          C. The following terms shall govern the grant and exercise of limited stock appreciation
rights:




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(i) One or more Section 16 Insiders may be granted limited stock
appreciation rights with respect to their outstanding options.




(ii) Upon the occurrence of a Hostile Tender-Offer, each individual holding
one or more options with such a limited stock appreciation right shall have
the unconditional right (exercisable for a thirty (30)-day period following
such Hostile Tender-Offer) to surrender each such option to the Corporation.
In return for the surrendered option, the Optionee shall receive a cash
distribution from the Corporation in an amount equal to the excess of (A)
the Tender-Offer Price of the shares of Common Stock at the time subject to
such option (whether or not the option is otherwise at that time vested and
exercisable for those shares) over (B) the aggregate exercise price payable
for those shares. Such cash distribution shall be paid within five (5) days
following the option surrender date.




(iii) At the time such limited stock appreciation right is granted, the Plan
Administrator shall pre-approve any subsequent exercise of that right in
accordance with the terms of this Paragraph C. Accordingly, no further
approval of the Plan Administrator or the Board shall be required at the
time of the actual option surrender and cash distribution.



ARTICLE THREE




SALARY INVESTMENT OPTION GRANT PROGRAM




     I. OPTION GRANTS




          The Primary Committee shall have the sole and exclusive authority to determine the calendar
year or years (if any) for which the Salary Investment Option Grant Program is to be in effect and
to select the Section 16 Insiders and other highly compensated Employees eligible to participate in
the Salary Investment Option Grant Program for such calendar year or years. Each selected
individual who elects to participate in the Salary Investment Option Grant Program must, prior to
the start of each calendar year of participation, file with the Plan Administrator (or its
designate) an irrevocable authorization directing the Corporation to reduce his or her base salary
for that calendar year by an amount not less than Ten Thousand Dollars ($10,000.00) nor more than
Fifty Thousand Dollars ($50,000.00). Each individual who files such a timely authorization shall
automatically be granted an option under the Salary Investment Option Grant Program on the first
trading day in January of the calendar year for which the salary reduction is to be in effect.




     II. OPTION TERMS




          Each option shall be a Non-Statutory Option evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document shall comply with
the terms specified below.




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          A. EXERCISE PRICE.




               1. The exercise price per share shall be thirty-three and one-third percent (33-1/3%) of the
Fair Market Value per share of Common Stock on the option grant date.



               2. The exercise price shall become immediately due upon exercise of the option and shall be
payable in one or more of the alternative forms authorized under the Discretionary Option Grant
Program. Except to the extent the sale and remittance procedure specified thereunder is utilized,
payment of the exercise price for the purchased shares must be made on the Exercise Date.



          B. NUMBER OF OPTION SHARES. The number of shares of Common Stock subject to the option shall
be determined pursuant to the following formula (rounded down to the nearest whole number):




               X = A DIVIDED BY (B x 66-2/3%), where



               X is the number of option shares,



               A is the dollar amount by which the Optionee’s base salary is to be reduced for
the calendar year pursuant to his or her election under the Salary Investment Option
Grant Program, and



               B is the Fair Market Value per share of Common Stock on the option grant date.



          C. EXERCISE AND TERM OF OPTIONS. The option shall become exercisable in a series of twelve
(12) successive equal monthly installments upon the Optionee’s completion of each calendar month of
Service in the calendar year for which the salary reduction is in effect. Each option shall have a
maximum term of ten (10) years measured from the option grant date.




          D. EFFECT OF TERMINATION OF SERVICE. Should the Optionee cease Service for any reason while
holding one or more options under this Article Three, then each such option shall remain
exercisable, for any or all of the shares for which the option is exercisable at the time of such
cessation of Service, until the EARLIER of (i) the expiration of the ten (10)-year option term or
(ii) the expiration of the three (3)-year period measured from the date of such cessation of
Service. Should the Optionee die while holding one or more options under this Article Three, then
each such option may be exercised, for any or all of the shares for which the option is exercisable
at the time of the Optionee’s cessation of Service (less any shares subsequently purchased by
Optionee prior to death), by the personal representative of the Optionee’s estate or by the person
or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of
inheritance or by the designated beneficiary or beneficiaries of the option. Such right of exercise
shall lapse, and the option shall terminate, upon the EARLIER of (i) the expiration of the ten
(10)-year option term or (ii) the three (3)-year period measured from the date of the Optionee’s
cessation of Service. However, the option shall, immediately upon the Optionee’s cessation of
Service for any reason, terminate and cease to remain outstanding with


13









 







respect to any and all shares of Common Stock for which the option is not otherwise at that
time exercisable.




     III. CHANGE IN CONTROL/HOSTILE TAKE-OVER/HOSTILE TENDER-OFFER



          A. In the event of a Change in Control while the Optionee remains in Service, each outstanding
option held by such Optionee under this Salary Investment Option Grant Program shall automatically
accelerate so that each such option shall, immediately prior to the effective date of the Change in
Control, become exercisable for all the shares of Common Stock at the time subject to such option
and may be exercised for any or all of those shares as fully vested shares of Common Stock. Each
such outstanding option shall terminate immediately following the Change in Control, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect
pursuant to the terms of the Change in Control transaction. Any option so assumed or continued
shall remain exercisable for the fully vested shares until the EARLIER of (i) the expiration of the
ten (10)-year option term or (ii) the expiration of the three (3)-year period measured from the
date of the Optionee’s cessation of Service.




          B. In the event of a Hostile Take-Over while the Optionee remains in Service, each outstanding
option held by such Optionee under this Salary Investment Option Grant Program shall automatically
accelerate so that each such option shall, immediately prior to the effective date of the Hostile
Take-Over, become exercisable for all the shares of Common Stock at the time subject to such option
and may be exercised for any or all of those shares as fully vested shares of Common Stock. The
option shall remain so exercisable until the EARLIEST to occur of (i) the expiration of the ten
(10)-year option term, (ii) the expiration of the three (3)-year period measured from the date of
the Optionee’s cessation of Service, (iii) the termination of the option in connection with a
Change in Control or (iv) the surrender of the option in connection with a Hostile Tender-Offer.




          C. Upon the occurrence of a Hostile Tender-Offer while the Optionee remains in Service, such
Optionee shall have a thirty (30)-day period in which to surrender to the Corporation each
outstanding option held by him or her under the Salary Investment Option Grant Program. The
Optionee shall in return be entitled to a cash distribution from the Corporation in an amount equal
to the excess of (i) the Tender-Offer Price of the shares of Common Stock at the time subject to
the surrendered option (whether or not the option is otherwise at the time exercisable for those
shares) over (ii) the aggregate exercise price payable for such shares. Such cash distribution
shall be paid within five (5) days following the surrender of the option to the Corporation. The
Primary Committee shall, at the time the option with such limited stock appreciation right is
granted under the Salary Investment Option Grant Program, pre-approve any subsequent exercise of
that right in accordance with the terms of this Paragraph C. Accordingly, no further approval of
the Primary Committee or the Board shall be required at the time of the actual option surrender and
cash distribution.




          D. Each option which is assumed in connection with a Change in Control or otherwise continued
in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities which would have been issuable to the


14









 







Optionee in consummation of such Change in Control had the option been exercised immediately
prior to such Change in Control. Appropriate adjustments shall also be made to the exercise price
payable per share under each outstanding option, PROVIDED the aggregate exercise price payable for
such securities shall remain the same. To the extent the actual holders of the Corporation’s
outstanding Common Stock receive cash consideration for their Common Stock in consummation of the
Change in Control, the successor corporation may, in connection with the assumption of the
outstanding options under the Salary Investment Option Grant Program, substitute one or more shares
of its own common stock with a fair market value equivalent to the cash consideration paid per
share of Common Stock in such Change in Control.




          E. The grant of options under the Salary Investment Option Grant Program shall in no way
affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.




     IV. REMAINING TERMS



          The remaining terms of each option granted under the Salary Investment Option Grant Program
shall be the same as the terms in effect for option grants made under the Discretionary Option
Grant Program.




ARTICLE FOUR




STOCK ISSUANCE PROGRAM




     I. STOCK ISSUANCE TERMS




          Shares of Common Stock may be issued under the Stock Issuance Program through direct and
immediate issuances without any intervening option grants. Each such stock issuance shall be
evidenced by a Stock Issuance Agreement which complies with the terms specified below. Shares of
Common Stock may also be issued under the Stock Issuance Program pursuant to share right awards
which entitle the recipients to receive those shares upon the attainment of designated performance
goals or the satisfaction of specified Service requirements.




          A. PURCHASE PRICE.




               1. The purchase price per share shall be fixed by the Plan Administrator, but shall not be
less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the
issuance date.



               2. Subject to the provisions of Section I of Article Seven, shares of Common Stock may be
issued under the Stock Issuance Program for any of the following items of consideration which the
Plan Administrator may deem appropriate in each individual instance:




(i) cash or check made payable to the Corporation, or



15









 






(ii) past services rendered to the Corporation (or any Parent or
Subsidiary).



          B. VESTING PROVISIONS.




               1. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of
the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more
installments over the Participant’s period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested shares of Common Stock
issued under the Stock Issuance Program shall be determined by the Plan Administrator and
incorporated into the Stock Issuance Agreement. Shares of Common Stock may also be issued under
the Stock Issuance Program pursuant to share right awards which entitle the recipients to receive
those shares upon the attainment of designated performance goals or the satisfaction of specified
Service requirements.



               2. Any new, substituted or additional securities or other property (including money paid other
than as a regular cash dividend) which the Participant may have the right to receive with respect
to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be
issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares
of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.



               3. The Participant shall have full stockholder rights with respect to any shares of Common
Stock issued to the Participant under the Stock Issuance Program, whether or not the Participant’s
interest in those shares is vested. Accordingly, the Participant shall have the right to vote such
shares and to receive any regular cash dividends paid on such shares.



               4. Should the Participant cease to remain in Service while holding one or more unvested shares
of Common Stock issued under the Stock Issuance Program or should the performance objectives not be
attained with respect to one or more such unvested shares of Common Stock, then those shares shall
be immediately surrendered to the Corporation for cancellation, and the Participant shall have no
further stockholder rights with respect to those shares. To the extent the surrendered shares were
previously issued to the Participant for consideration paid in cash or cash equivalent (including
the Participant’s purchase-money indebtedness), the Corporation shall repay to the Participant the
LOWER of (i) the cash consideration paid for the surrendered shares or (ii) the Fair Market Value
of those shares at the time of cancellation and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to the surrendered shares by the
applicable clause (i) or (ii) amount.



               5. The Plan Administrator may in its discretion waive the surrender and cancellation of one or
more unvested shares of Common Stock which would otherwise occur upon the cessation of the
Participant’s Service or the non-attainment of the performance objectives applicable to those
shares. Such waiver shall result in the immediate vesting of the



16









 







Participant’s interest in the shares of Common Stock as to which the waiver applies. Such
waiver may be effected at any time, whether before or after the Participant’s cessation of Service
or the attainment or non-attainment of the applicable performance objectives.



               6. Outstanding share right awards under the Stock Issuance Program shall automatically
terminate, and no shares of Common Stock shall actually be issued in satisfaction of those awards,
if the performance goals or Service requirements established for such awards are not attained or
satisfied. The Plan Administrator, however, shall have the discretionary authority to issue shares
of Common Stock under one or more outstanding share right awards as to which the designated
performance goals or Service requirements have not been attained or satisfied.



     II. CHANGE IN CONTROL/HOSTILE TAKE-OVER



          A. All of the Corporation’s outstanding repurchase rights under the Stock Issuance Program
shall terminate automatically, and all the shares of Common Stock subject to those terminated
rights shall immediately vest in full, in the event of any Change in Control, except to the extent
(i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) or
are otherwise to continue in full force and effect pursuant to the terms of the Change in Control
transaction or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock
Issuance Agreement.




          B. The Plan Administrator shall have the discretionary authority to structure one or more of
the Corporation’s repurchase rights under the Stock Issuance Program so that those rights shall
automatically terminate in whole or in part, and the shares of Common Stock subject to those
terminated rights shall vest, either immediately upon the effective date of a Change in Control or
subsequently upon an Involuntary Termination of the Participant’s Service within a designated
period (not to exceed eighteen (18) months) following the effective date of any Change in Control
transaction in which those repurchase rights are assigned to the successor corporation (or parent
thereof) or are otherwise continued in effect.




          C. The Plan Administrator shall also have the discretionary authority to structure one or more
of the Corporation’s repurchase rights under the Stock Issuance Program so that those rights shall
automatically terminate in whole or in part, and the shares of Common Stock subject to those
terminated rights shall immediately vest, either upon the occurrence of a Hostile Take-Over or upon
the subsequent termination of the Participant’s Service by reason of an Involuntary Termination
within a designated period (not to exceed eighteen (18) months) following the effective date of
that Hostile Take-Over.




     III. SHARE ESCROW/LEGENDS



          Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the
Corporation until the Participant’s interest in such shares vests or may be issued directly to the
Participant with restrictive legends on the certificates evidencing those unvested shares.




17









 








ARTICLE FIVE




AUTOMATIC DIRECTOR DEFERRED STOCK UNIT GRANT PROGRAM




     I. AWARDS



          A. ELIGIBILITY.




     Awards under the Plan shall be made to each new, non-employee member of the Board at the
regularly scheduled annual grant date following his or her election to service as a member of the
Board on or after May 15, 2008 (a “New Director”) and following the approval of the amendments
implementing this revised Article V, and to each existing non-employee director serving on May 15,
2008 and on the relevant grant date (an “Existing Director”) as soon as reasonably practicable upon
the adoption of this amendment by the Board and once a year thereafter on a regularly scheduled
annual grant date determined in advance by the Board.



          B. ELECTIVE DEFERRAL OF RETAINER PAYMENTS INTO DSUs.




     Commencing with calendar year 2009, awards under the Plan shall be made to Electing Directors
(as defined below) on the date on which they otherwise would be entitled to receive a cash payment
(the “Cash Payment Date”) in respect of their annual retainer for their services on the Board and,
to the extent applicable, on any committees thereof (the “Annual Retainer”), which annual retainer
is payable quarterly in arrears. An “Electing Director” is any member of the Board who, with
respect to a particular taxable year has made an election to have all or a portion of his or her
Annual Retainer for services performed in that taxable year paid in the form of Awards under the
Plan, rather than in the form of quarterly cash payments. The deferral election must be in a form
approved by the Board and must be delivered to the Board (or a person designated by the Board to
receive such election) prior to the end of the preceding taxable year or as otherwise prescribed by
law; provided, however, that during the first taxable year during which any member
of the Board is eligible to elect to receive Awards under this Section V.I.B, such election shall
be made within thirty days of the “Eligibility Date” with respect to services to be performed
subsequent to the election but during such first taxable year. With respect to individuals who are
members of the Board on November 6, 2008, the Eligibility Date is November 30, 2008; with respect
to individuals who become members of the Board after November 6, 2008, the Eligibility Date is the
date on which such individual becomes a member of the Board. Notwithstanding the foregoing, with
respect to individuals who become members of the Board after November 6, 2008, for a deferral
election to be effective with respect to a quarter during the first taxable year in which a member
of the Board is eligible to participate hereunder, such election shall be made within 30 days of
the Eligibility Date and prior to the start of such quarter, which means that in the case of
individuals who become members of the Board on May 1, 2009, the deferral election must be made on
or prior to May 30, 2009, in order for such election to be effective with respect to that portion
of the Annual Retainer earned during the third quarter of 2009.



18









 





          C. TYPES OF AWARDS UNDER THE PROGRAM




     Awards shall be made under this Program in the form of deferred stock units, or DSUs.



          D. AGREEMENTS EVIDENCING AWARDS




     Each award granted under this Program shall be evidenced by a written document, which shall
contain provisions and conditions as the Board deems appropriate.



          E. NO RIGHTS AS A STOCKHOLDER




     No grantee of an Award shall have any of the rights of a stockholder of the Corporation with
respect to shares of Common Stock subject to an Award until the delivery of the underlying shares.
No adjustments shall be made to outstanding Awards for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other
property) for which the record date is prior to the date such shares are delivered.



          F. LIMITED TRANSFERABILITY OF DSUs.




     Each DSU under this Article Five may be assigned in whole or in part during the holder’s
lifetime to one or more members of the holder’s family or to a trust established exclusively for
one or more such family members or to holder’s former spouse, to the extent such assignment is in
connection with holder’s estate plan or pursuant to a domestic relations order. The assigned
portion may only be exercised by the person or persons who acquire a proprietary interest in the
award pursuant to the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the award immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may deem appropriate. The holder
may also designate one or more persons as the beneficiary or beneficiaries of his or her
outstanding awards under this Article Five, and those awards shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries upon the holder’s
death while holding those awards. Such beneficiary or beneficiaries shall take the transferred
awards subject to all the terms and conditions of the applicable agreement evidencing each such
transferred award.



     II. GRANT OF DEFERRED STOCK UNITS.



          A. Each non-employee Director shall receive an annual grant of deferred stock units equal to
the result of dividing (i) the dollar value of the annual director equity grant as adopted by the
Board from time to time by (ii) the Fair Market Value on the date of grant, rounded down to the
nearest whole share. A grantee of a deferred stock unit will have only the rights of a general
unsecured creditor of the Corporation until delivery of shares of Common Stock, cash or other
securities or property is made as specified in the applicable Award Agreement. As soon as
practicable following the delivery date specified in the Award Agreement, the grantee of each
deferred stock unit not previously forfeited or terminated shall receive one share of Common Stock,
or cash, securities or other property equal in value to the


19









 







Fair Market Value of a share of Common Stock on the delivery date specified in the Award Agreement
or a combination thereof, as specified by the Committee.




          B. On each Cash Payment Date with respect to a taxable year in which a member of the Board is
an Electing Director pursuant to Section V.I.B, the Electing Director shall receive a grant of
deferred stock units equal to the result of dividing (i) the amount of cash the Electing Director
would have received on such Cash Payment Date if he or she had not elected to become an Electing
Director by (ii) the Fair Market Value on the date of grant, rounded down to the nearest whole
share. A grantee of a deferred stock unit will have only the rights of a general unsecured
creditor of the Corporation until delivery of shares of Common Stock, cash or other securities or
property is made as specified in the applicable Award Agreement. As soon as practicable following
the delivery date specified in the Award Agreement, the grantee of each deferred stock unit not
previously forfeited or terminated shall receive one share of Common Stock on the delivery date
specified in the Award Agreement.




     III. CHANGE IN CONTROL/HOSTILE TAKE-OVER



          All Deferred Stock Units shall immediately vest in full, in the event of any Change in Control
or Hostile Take-Over, and they shall be settled no later than ten (10) business days thereafter.




ARTICLE SIX




DIRECTOR FEE OPTION GRANT PROGRAM




     I. OPTION GRANTS



          The Primary Committee shall have the sole and exclusive authority to determine the calendar
year or years for which the Director Fee Option Grant Program is to be in effect. For each such
calendar year the program is in effect, each non-employee Board member may irrevocably elect to
apply all or any portion of the annual retainer fee otherwise payable in cash for his or her
service on the Board for that year to the acquisition of a special option grant under this Director
Fee Option Grant Program. Such election must be filed with the Corporation’s Chief Financial
Officer prior to the first day of the calendar year for which the annual retainer fee which is the
subject of that election is otherwise payable. Each non-employee Board member who files such a
timely election shall automatically be granted an option under this Director Fee Option Grant
Program on the first trading day in January in the calendar year for which the retainer fee
election is in effect.




     II. OPTION TERMS



          Each option shall be a Non-Statutory Option governed by the terms and conditions specified
below.




20









 








          A. EXERCISE PRICE.




               1. The exercise price per share shall be thirty-three and one-third percent (33-1/3%) of the
Fair Market Value per share of Common Stock on the option grant date.



               2. The exercise price shall become immediately due upon exercise of the option and shall be
payable in one or more of the alternative forms authorized under the Discretionary Option Grant
Program. Except to the extent the sale and remittance procedure specified thereunder is utilized,
payment of the exercise price for the purchased shares must be made on the Exercise Date.



          B. NUMBER OF OPTION SHARES. The number of shares of Common Stock subject to the option shall
be determined pursuant to the following formula (rounded down to the nearest whole number):




               X = A DIVIDED BY (B x 66-2/3%), where



               X is the number of option shares,



               A is the portion of the annual retainer fee subject to the non-employee Board
member’s election under this Director Fee Option Grant Program, and



               B is the Fair Market Value per share of Common Stock on the option grant date.



          C. EXERCISE AND TERM OF OPTIONS. The option shall become exercisable in a series of twelve
(12) equal monthly installments upon the Optionee’s completion of each calendar month of Board
service during the calendar year for which the retainer fee election is in effect. Each option
shall have a maximum term of ten (10) years measured from the option grant date.




          D. LIMITED TRANSFERABILITY OF OPTIONS. Each option under this Article Six may be assigned in
whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s family or
to a trust established exclusively for one or more such family members or to Optionee’s former
spouse, to the extent such assignment is in connection with Optionee’s estate plan or pursuant to a
domestic relations order. The assigned portion may only be exercised by the person or persons who
acquire a proprietary interest in the option pursuant to the assignment. The terms applicable to
the assigned portion shall be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. The Optionee may also designate one or more persons as the
beneficiary or beneficiaries of his or her outstanding options under this Article Six, and those
options shall, in accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such
beneficiary or beneficiaries shall take the transferred options subject to all the terms and
conditions of the applicable agreement evidencing each such transferred option, including (without
limitation) the limited time period during which the option may be exercised following the
Optionee’s death.




21









 








          E. TERMINATION OF BOARD SERVICE. Should the Optionee cease Board service for any reason
(other than death or Permanent Disability) while holding one or more options under this Director
Fee Option Grant Program, then each such option shall remain exercisable, for any or all of the
shares for which the option is exercisable at the time of such cessation of Board service, until
the EARLIER of (i) the expiration of the ten (10)-year option term or (ii) the expiration of the
three (3)-year period measured from the date of such cessation of Board service. However, each
option held by the Optionee under this Director Fee Option Grant Program at the time of his or her
cessation of Board service shall immediately terminate and cease to remain outstanding with respect
to any and all shares of Common Stock for which the option is not otherwise at that time
exercisable.




          F. DEATH OR PERMANENT DISABILITY. Should the Optionee’s service as a Board member cease by
reason of death or Permanent Disability, then each option held by such Optionee under this Director
Fee Option Grant Program shall immediately become exercisable for all the shares of Common Stock at
the time subject to that option, and the option may be exercised for any or all of those shares as
fully vested shares until the EARLIER of (i) the expiration of the ten (10)-year option term or
(ii) the expiration of the three (3)-year period measured from the date of such cessation of Board
service. To the extent such option is held by the Optionee at the time of his or death, that option
may be exercised by the personal representative of the Optionee’s estate or by the person or
persons to whom the option is transferred pursuant to the Optionee’s will or the laws of
inheritance or by the designated beneficiary or beneficiaries of such option.




               Should the Optionee die after cessation of Board service but while holding one or more options
under this Director Fee Option Grant Program, then each such option may be exercised, for any or
all of the shares for which the option is exercisable at the time of the Optionee’s cessation of
Board service (less any shares subsequently purchased by Optionee prior to death), by the personal
representative of the Optionee’s estate or by the person or persons to whom the option is
transferred pursuant to the Optionee’s will or the laws of inheritance or by the designated
beneficiary or beneficiaries of such option. Such right of exercise shall lapse, and the option
shall terminate, upon the EARLIER of (i) the expiration of the ten (10)-year option term or (ii)
the three (3)-year period measured from the date of the Optionee’s cessation of Board service.



     III. CHANGE IN CONTROL/HOSTILE TAKE-OVER/HOSTILE TENDER-OFFER



          A. In the event of any Change in Control while the Optionee remains a Board member, each
outstanding option held by such Optionee under this Director Fee Option Grant Program shall
automatically accelerate so that each such option shall, immediately prior to the effective date of
the Change in Control, become exercisable for all the shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully vested shares of Common
Stock. Each such outstanding option shall terminate immediately following the Change in Control,
except to the extent assumed by the successor corporation (or parent thereof) or otherwise
continued in effect pursuant to the terms of the Change in Control transaction. Any option so
assumed or continued shall remain exercisable for the fully vested shares until the EARLIEST to
occur of (i) the expiration of the ten (10)-year option term, (ii) the


22









 







expiration of the three (3)-year period measured from the date of the Optionee’s cessation of
Board service or (iii) the surrender of the option in connection with a Hostile Tender-Offer.




          B. In the event of a Hostile Take-Over while the Optionee remains a Board member, each
outstanding option held by such Optionee under this Director Fee Option Grant Program shall
automatically accelerate so that each such option shall, immediately prior to the effective date of
the Hostile Take-Over, become exercisable for all the shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully vested shares of Common
Stock. The option shall remain so exercisable until the EARLIEST to occur of (i) the expiration of
the ten (10)-year option term, (ii) the expiration of the three (3)-year period measured from the
date of the Optionee’s cessation of Board service, (iii) the termination of the option in
connection with a Change in Control transaction or (iv) the surrender of the option in connection
with a Hostile Tender-Offer.




          C. Upon the occurrence of a Hostile Tender-Offer while the Optionee remains a Board member,
such Optionee shall have a thirty (30)-day period in which to surrender to the Corporation each
outstanding option held by him or her under the Director Fee Option Grant Program. The Optionee
shall in return be entitled to a cash distribution from the Corporation in an amount equal to the
excess of (i) the Tender-Offer Price of the shares of Common Stock at the time subject to each
surrendered option (whether or not the option is otherwise at the time exercisable for those
shares) over (ii) the aggregate exercise price payable for such shares. Such cash distribution
shall be paid within five (5) days following the surrender of the option to the Corporation. No
approval or consent of the Board or any Plan Administrator shall be required at the time of the
actual option surrender and cash distribution.




          D. Each option which is assumed in connection with a Change in Control or otherwise continued
in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities which would have been issuable to the Optionee in consummation
of such Change in Control had the option been exercised immediately prior to such Change in
Control. Appropriate adjustments shall also be made to the exercise price payable per share under
each outstanding option, PROVIDED the aggregate exercise price payable for such securities shall
remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the
successor corporation may, in connection with the assumption of the outstanding options under the
Director Fee Option Grant Program, substitute one or more shares of its own common stock with a
fair market value equivalent to the cash consideration paid per share of Common Stock in such
Change in Control transaction.




          E. The grant of options under the Director Fee Option Grant Program shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.




23









 








     IV. REMAINING TERMS



          The remaining terms of each option granted under this Director Fee Option Grant Program shall
be the same as the terms in effect for option grants made under the Discretionary Option Grant
Program.




ARTICLE SEVEN




RESTRICTED STOCK UNIT PROGRAM




     I. RESTRICTED STOCK UNIT GRANTS



          The Plan Administrator, in its discretion, may grant Restricted Stock Units to eligible
persons. A Restricted Stock Unit shall entitle a Participant to receive, subject to the terms,
conditions and restrictions set forth in the Plan and the applicable Award Agreement, one or more
shares of Common Stock. Restricted Stock Units may, among other things, be subject to restrictions
on transferability, vesting requirements or other specified circumstances under which they may be
canceled. If and when the cancellation provisions lapse, the Restricted Stock Units shall become
shares owned by the applicable Participant.




     II. RESTRICTED STOCK UNIT TERMS



          Each Restricted Stock Unit shall be evidenced by an Award Agreement that complies with the
terms specified below. Restricted Stock Units may also be awarded under the Restricted Stock Unit
Program pursuant to awards that entitle the recipients to receive those Restricted Stock Units upon
the attainment of designated performance goals or the satisfaction of specified Service
requirements.




     III. VESTING PROVISIONS.



          A. Restricted Stock Units awarded under the Restricted Stock Unit Program may, in the
discretion of the Plan Administrator, be fully and immediately vested upon award or may vest in one
or more installments over the Participant’s period of Service or upon attainment of specified
performance objectives. The elements of the vesting schedule applicable to any unvested Restricted
Stock Units issued under the Restricted Stock Unit Program shall be determined by the Plan
Administrator and incorporated into the Award Agreement.




          B. Any new, substituted or additional securities or other property (including money paid other
than as a regular cash dividend) that the Participant may have the right to receive with respect to
the Participant’s unvested Restricted Stock Units by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be
awarded subject to (i) the same vesting requirements applicable to the Participant’s unvested
Restricted Stock Units and (ii) such escrow arrangements as the Plan Administrator shall deem
appropriate.




24









 








          C. Unless otherwise provided in the Award Agreement, should the Participant cease to remain in
Service while holding one or more Restricted Stock Units awarded under the Restricted Stock Unit
Program or should the performance objectives not be attained with respect to one or more such
unvested Restricted Stock Units, then those Restricted Stock Units shall be immediately surrendered
to the Corporation for cancellation, and the Participant shall have no further rights with respect
to those shares.




          D. Outstanding Restricted Stock Unit awards under the Restricted Stock Unit Program shall
automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of
those awards, if the performance goals or Service requirements established for such awards are not
attained or satisfied. The Plan Administrator may in its discretion waive the surrender and
cancellation of one or more unvested Restricted Stock Units which would otherwise occur upon the
cessation of the Participant’s Service or the non-attainment of the performance objectives
applicable to those units. The waiver shall result in the immediate vesting of the Participant’s
interest in the Restricted Stock Units as to which the waiver applies. The waiver may be effected
at any time, whether before or after the Participant’s cessation of Service or the attainment or
non-attainment of the applicable performance objectives.




     IV. CHANGE IN CONTROL/HOSTILE TAKE-OVER



          A. All Restricted Stock Units shall immediately vest in full, in the event of any Change in
Control, except to the extent (i) the Restricted Stock Units are assumed by the successor
corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to
the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by
other limitations imposed in the Award Agreement.




          B. The Plan Administrator shall have the discretionary authority to structure the Restricted
Stock Unit Program so that the Restricted Stock Units shall automatically terminate in whole or in
part, and the Restricted Stock Units subject to those terminated rights shall vest, either
immediately upon the effective date of a Change in Control or subsequently upon an Involuntary
Termination of the Participant’s Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control transaction in which the Restricted
Stock Units are assumed by the successor corporation (or parent thereof) or are otherwise continued
in effect.




          C. The Plan Administrator shall also have the discretionary authority to structure the
Restricted Stock Unit Program so that the Restricted Stock Units shall automatically terminate in
whole or in part, and the Restricted Stock Units subject to those terminated rights shall
immediately vest, either upon the occurrence of a Hostile Take-Over or upon the subsequent
termination of the Participant’s Service by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective date of that Hostile
Take-Over.




25









 








ARTICLE EIGHT




MISCELLANEOUS




     I. FINANCING



          The Plan Administrator may permit any Optionee or Participant to pay the option exercise price
under the Discretionary Option Grant Program or the purchase price of shares or units issued under
the Stock Issuance and Restricted Stock Unit Program by delivering a full-recourse,
interest-bearing promissory note payable in one or more installments. The terms of any such
promissory note (including the interest rate and the terms of repayment) shall be established by
the Plan Administrator in its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise price or purchase price
payable for the purchased shares or units (less the par value of such shares or untis) plus (ii)
any Federal, state and local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share or unit purchase.




     II. TAX WITHHOLDING



          A. The Corporation’s obligation to deliver shares or units of Common Stock upon the exercise
of options or the issuance or vesting of such shares or units under the Plan shall be subject to
the satisfaction of all applicable Federal, state and local income and employment tax withholding
requirements.




          B. The Plan Administrator may, in its discretion, provide any or all holders of Non-Statutory
Options or unvested shares or units of Common Stock under the Plan (other than the options granted
or the shares issued under the Director Fee Option Grant Program) with the right to use shares or
units of Common Stock in satisfaction of all or part of the Withholding Taxes to which such holders
may become subject in connection with the exercise of their options or the vesting of their shares
or units. Such right may be provided to any such holder in either or both of the following
formats:




               STOCK WITHHOLDING: The election to have the Corporation withhold, from the shares or units of
Common Stock otherwise issuable upon the exercise of such Non-Statutory Option or the vesting of
such shares or units, a portion of those shares or units with an aggregate Fair Market Value equal
to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by
the holder.



               STOCK DELIVERY: The election to deliver to the Corporation, at the time the Non-Statutory
Option is exercised or the shares or units vest, one or more shares of Common Stock previously
acquired by such holder (other than in connection with the option exercise or share or unit vesting
triggering the Withholding Taxes) with an aggregate Fair Market Value equal to the percentage of
the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the holder.



26









 





     III. EFFECTIVE DATE AND TERM OF THE PLAN



          A. The Plan shall become effective immediately on the Plan Effective Date. However, the
Salary Investment Option Grant Program and the Director Fee Option Grant Program shall not be
implemented until such time as the Primary Committee may deem appropriate. Options may be granted
under the Discretionary Option Grant at any time on or after the Plan Effective Date. However, no
options granted under the Plan may be exercised, and no shares shall be issued under the Plan,
until the Plan is approved by the Corporation’s stockholders. If such stockholder approval is not
obtained within twelve (12) months after the Plan Effective Date, then all options previously
granted under this Plan shall terminate and cease to be outstanding, and no further options shall
be granted and no shares shall be issued under the Plan.




          B. The Plan shall serve as the successor to the Predecessor Plan, and no further option grants
or direct stock issuances shall be made under the Predecessor Plan after the Plan Effective Date.
All options outstanding under the Predecessor Plan on the Plan Effective Date shall be transferred
to the Plan at that time and shall be treated as outstanding options under the Plan. However, each
outstanding option so transferred shall continue to be governed solely by the terms of the
documents evidencing such option, and no provision of the Plan shall be deemed to affect or
otherwise modify the rights or obligations of the holders of such transferred options with respect
to their acquisition of shares of Common Stock.




          C. One or more provisions of the Plan, including (without limitation) the option/vesting
acceleration provisions of Article Two relating to Changes in Control and Hostile Take-Overs, may,
in the Plan Administrator’s discretion, be extended to one or more options incorporated from the
Predecessor Plan which do not otherwise contain such provisions.




          D. The Plan shall terminate upon the EARLIEST to occur of (i) December 31, 2011, (ii) the date
on which all shares available for issuance under the Plan shall have been issued as fully vested
shares or (iii) the termination of all outstanding options and units in connection with a Change in
Control. Should the Plan terminate on December 31, 2011, then all option grants and unvested stock
issuances and units outstanding at that time shall continue to have force and effect in accordance
with the provisions of the documents evidencing such grants or issuances.




     IV. AMENDMENT OF THE PLAN



          A. The Board shall have complete and exclusive power and authority to amend or modify the Plan
in any or all respects. However, no such amendment or modification shall adversely affect the
rights and obligations with respect to stock options or unvested stock issuances at the time
outstanding under the Plan unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval pursuant to
applicable laws or regulations.




          B. Options to purchase shares of Common Stock may be granted under the Discretionary Option
Grant and Salary Investment Option Grant Programs and shares of Common Stock or Restricted Stock
Units may be issued under the Stock Issuance and Restricted


27









 







Stock Unit Programs that are in each instance in excess of the number of shares then available
for issuance under the Plan, provided any excess shares actually issued under those programs shall
be held in escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date the first such excess
issuances are made, then (i) any unexercised options or unsettled units granted on the basis of
such excess shares shall terminate and cease to be outstanding and (ii) the Corporation shall
promptly refund to the Optionees and the Participants the exercise or purchase price paid for any
excess shares issued under the Plan and held in escrow, together with interest (at the applicable
Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled and cease to be outstanding.




     V. USE OF PROCEEDS



          Any cash proceeds received by the Corporation from the sale of shares of Common Stock under
the Plan shall be used for general corporate purposes.




     VI. REGULATORY APPROVALS



          A. The implementation of the Plan, the granting of any stock option under the Plan and the
issuance of any shares of Common Stock (i) upon the exercise of any granted option or (ii) under
the Stock Issuance or Restricted Stock Units Programs shall be subject to the Corporation’s
procurement of all approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options granted under it and the shares of Common Stock issued pursuant to
it.




          B. No shares of Common Stock or other assets shall be issued or delivered under the Plan
unless and until there shall have been compliance with all applicable requirements of Federal and
state securities laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which Common
Stock is then listed for trading.




     VII. NO EMPLOYMENT/SERVICE RIGHTS



          Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in
Service for any period of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of
the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate
such person’s Service at any time for any reason, with or without cause.




Amended December 2008




28









 








APPENDIX




          The following definitions shall be in effect under the Plan:




          “Automatic Director Deferred Stock Unit Grant Program” shall mean the deferred stock
unit grant program in effect under Article Five of the Plan.




          “Award Agreement” shall mean an agreement, certificate or other type or form of
document or documentation approved by the Primary Committee that sets forth the terms and
conditions of a Restricted Stock Unit award. An Award Agreement may be in written, electronic or
other media, may be limited to a notation on the books and records of the Corporation, and unless
the Primary Committee requires otherwise, need not be signed by a representative of the Corporation
or a Participant.




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




          “Change in Control” shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:





(i) a merger, consolidation or other reorganization approved by the Corporation’s
stockholders, UNLESS securities representing more than fifty percent (50%) of the
total combined voting power of the voting securities of the successor corporation
are immediately thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially owned the
Corporation’s outstanding voting securities immediately prior to such transaction,
or




(ii) the sale, transfer or other disposition of all or substantially all of the
Corporation’s assets in complete liquidation or dissolution of the Corporation, or




(iii) the acquisition, directly or indirectly by any person or related group of
persons (other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Corporation), of
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Corporation’s outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation’s stockholders;


provided, however, that in no event shall any acquisition by the Corporation or any
of its Subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any of its Subsidiaries constitute a Change in Control. Notwithstanding the
foregoing, to the extent that the payment or settlement of any award accelerates upon a Change in
Control and provides for a “deferral of compensation” within the meaning of Section 409A of the
Code, no event set forth herein shall constitute a Change in Control for purposes of the Plan or
any Award Agreement unless such event also constitutes a “change in ownership,” “change in
effective control,” or “change in the ownership of a substantial portion of the Corporation’s
assets” within the meaning of Section 409A of the Code.




A-1









 








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



               “Common Stock” shall mean the Corporation’s common stock.



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



               “Director Fee Option Grant Program” shall mean the special stock option grant in
effect for non-employee Board members under Article Six of the Plan.



               “Discretionary Option Grant Program” shall mean the discretionary option grant program
in effect under Article Two of the Plan.



               “Employee” shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.



               “Exercise Date” shall mean the date on which the Corporation shall have received
written notice of the option exercise.



               “Fair Market Value” per share of Common Stock on any relevant date shall be determined
in accordance with the following provisions:




(i) If the Common Stock is at the time traded on the Nasdaq National Market, then
the Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question, as such price is reported by the National Association of
Securities Dealers on the Nasdaq National Market and published in THE WALL STREET
JOURNAL. If there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.




(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing 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 and published in THE WALL STREET
JOURNAL. If there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.




(iii) For purposes of any option grants made on the Underwriting Date, the Fair
Market Value shall be deemed to be equal to the price per share at which the Common
Stock is to be sold in the initial public offering pursuant to the Underwriting
Agreement.



A-2









 





               “Hostile Take-Over” shall mean a change in ownership or control of the Corporation
effected through either of the following transactions:




(i) a change in the composition of the Board over a period of thirty-six (36)
consecutive months or less such that a majority of the Board members ceases, by
reason of one or more contested elections for Board membership, to be comprised of
individuals who either (A) have been Board members continuously since the beginning
of such period or (B) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in clause
(A) who were still in office at the time the Board approved such election or
nomination, or




(ii) a Hostile Tender-Offer.



               “Hostile Tender-Offer” shall mean the acquisition, directly or indirectly, by any
person or related group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the Corporation) of
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding
securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders
which the Board does not recommend such stockholders to accept.



               “Incentive Option” shall mean an option which satisfies the requirements of Code
Section 422.



               “Involuntary Termination” shall mean the termination of the Service of any individual
which occurs by reason of:




(i) such individual’s involuntary dismissal or discharge by the Corporation for
reasons other than Misconduct, or




(ii) such individual’s voluntary resignation following (A) a change in his or her
position with the Corporation which materially reduces his or her duties and
responsibilities or the level of management to which he or she reports, (B) a
reduction in his or her level of compensation (including base salary, fringe
benefits and target bonus under any corporate-performance based bonus or incentive
programs) by more than fifteen percent (15%) or (C) a relocation of such
individual’s place of employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected by the Corporation without the
individual’s consent.



               “Misconduct” shall mean the commission of any act of fraud, embezzlement or dishonesty
by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not
in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to
discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation



A-3









 




(or any Parent or Subsidiary) for any other acts or omissions, but such other acts or
omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for
Misconduct.




               “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.



               “Non-Statutory Option” shall mean an option not intended to satisfy the requirements
of Code Section 422.



               “Optionee” shall mean any person to whom an option is granted under the Discretionary
Option Grant, Salary Investment Option Grant or Director Fee Option Grant Program.



               “Parent” shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.



               “Participant” shall mean any person who is issued shares of Common Stock under the
Stock Issuance Program or Restricted Stock Units under the Restricted Stock Unit Program.



               “Permanent Disability” or “Permanently Disabled” shall mean the inability of
the Optionee or the Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more. However, solely for purposes of the Automatic
Director Deferred Stock Unit and Director Fee Option Grant Programs, Permanent Disability or
Permanently Disabled shall mean the inability of the non-employee Board member to perform his or
her usual duties as a Board member by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve (12) months or
more. Notwithstanding the foregoing, for purposes of Section 409A of the Code, Disability is
deemed to occur when (i) a Participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months, or (ii) a
Participant is, by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the employer.



               “Plan” shall mean the Corporation’s Amended and Restated 2002 Stock Incentive Plan, as
amended from time to time.



               “Plan Administrator” shall mean the particular entity, whether the Primary Committee,
the Board or the Secondary Committee, which is authorized to administer the Discretionary Option
Grant, Stock Issuance Program and Restricted Stock Unit Programs with respect to one or more
classes of eligible persons, to the extent such entity is carrying out its administrative functions
under those programs with respect to the persons under its jurisdiction.



A-4









 





               “Plan Effective Date” shall mean the date the Plan shall become effective and shall be
coincident with the Underwriting Date.



               “Predecessor Plan” shall mean the Corporation’s 1999 Stock Option/Stock Issuance Plan
in effect immediately prior to the Plan Effective Date hereunder.



               “Primary Committee” shall mean the committee of two (2) or more non-employee Board
members appointed by the Board to administer the Discretionary Option Grant and Stock Issuance
Programs with respect to Section 16 Insiders and to administer the Salary Investment Option Grant
Program solely with respect to the selection of the eligible individuals who may participate in
such program.



               “Restricted Stock Unit” shall mean the right to receive one or more Shares in the
future granted pursuant to Article Seven of the Plan.



               “Salary Investment Option Grant Program” shall mean the salary investment option grant
program in effect under Article Three of the Plan.



               “Secondary Committee” shall mean a committee of one or more Board members appointed by
the Board to administer the Discretionary Option Grant and Stock Issuance Programs with respect to
eligible persons other than Section 16 Insiders.



               “Section 16 Insider” shall mean an officer or director of the Corporation subject to
the short-swing profit liabilities of Section 16 of the 1934 Act.



               “Service” shall mean the performance of services for the Corporation (or any Parent or
Subsidiary) by a person in the capacity of an Employee, a non-employee member of the board of
directors or a consultant or independent advisor, except to the extent otherwise specifically
provided in the documents evidencing the option grant or stock issuance.



               “Stock Exchange” shall mean either the American Stock Exchange or the New York Stock
Exchange.



               “Stock Issuance Agreement” shall mean the agreement entered into by the Corporation
and the Participant at the time of issuance of shares of Common Stock under the Stock Issuance
Program.



               “Stock Issuance Program” shall mean the stock issuance program in effect under Article
Four of the Plan.



               “Subsidiary” shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.



               “Tender-Offer Price” shall mean the GREATER of (i) the Fair Market Value per share of
Common Stock on the date the option is surrendered to the Corporation in connection



A-5









 







with a Hostile Tender-Offer or (ii) the highest reported price per share of Common Stock paid
by the tender offeror in effecting such Hostile Tender-Offer. However, if the surrendered option
is an Incentive Option, the Tender-Offer Price shall not exceed the clause (i) price per share.



               “10% Stockholder” shall mean the owner of stock (as determined under Code Section
424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Corporation (or any Parent or Subsidiary).



               “Underwriting Agreement” shall mean the agreement between the Corporation and the
underwriter or underwriters managing the initial public offering of the Common Stock.



               “Underwriting Date” shall mean the date on which the Underwriting Agreement is
executed and priced in connection with an initial public offering of the Common Stock.



               “Withholding Taxes” shall mean the Federal, state and local income and employment
withholding taxes to which the holder of Non-Statutory Options, unvested shares of Common Stock or
Restricted Stock Units may become subject in connection with the exercise of those options or the
vesting of those shares or units.




A-6












 





JetBlue Airways Corporation

Amended and Restated 2002 Stock Incentive Plan

Director Deferred Stock Unit Award Agreement [FORM]




“Recipient”:




“Date of Award”:




     This Award Agreement, effective as of the Date of Award set forth above, sets forth the grant
of deferred stock units (“DSUs”) by JetBlue Airways Corporation, a Delaware corporation
(the “Corporation”), to the Recipient named above, pursuant to the provisions of the
JetBlue Airways Corporation Amended and Restated 2002 Stock Incentive Plan (the “Plan”).
All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set
forth otherwise herein.



     The Recipient understands and agrees that this grant of DSUs is awarded subject to and in
accordance with the terms and conditions of the Plan. The Recipient hereby acknowledges the
receipt of delivery of a copy of the Plan and the official prospectus for the Plan, both documents
enclosed herewith.



     The parties hereto agree as follows:




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






	 	(B)	 	Vesting and Settlement of DSUs.






	 	(1)	 	One hundred percent (100%) of the DSUs shall be
vested as of the Date of Grant.






	 	(2)	 	Each vested DSU shall be settled through the
delivery of one share of Common Stock on the last business day of the
sixth month following the date on which your separation from Service
occurs (the “Settlement Date”).






	 	(3)	 	The shares of Common Stock delivered to the
Recipient on the Settlement Date shall not be subject to transfer
restrictions and shall be fully paid, non-assessable and registered in
the Recipient’s name.




 









 












	 	(C)	 	Change in Control. Notwithstanding any provision
contained in the Plan or this Award Agreement to the contrary, if, prior to the
Settlement Date, a Change in Control or Hostile Take-Over occurs, all DSUs
shall settle immediately upon the effective date of the Change in Control.






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






	 	(E)	 	Miscellaneous.






	 	(1)	 	The Plan provides a complete description of the
terms and conditions governing all awards granted thereunder, and is
incorporated into this Award Agreement by reference. This Award
Agreement and the rights of the Recipient hereunder are subject to the
terms and conditions of the Plan, as amended from time to time, and to
such rules and regulations as may be adopted under 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 Board 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 that the Board is authorized to administer, construe, and
make all determinations necessary or appropriate to administer the Plan
and this Award Agreement, all of which shall be binding upon the
Recipient.






	 	(3)	 	The Board may at any time, or from time to
time, amend or modify the Plan or this Award Agreement at any time;
provided, however, that no such amendment or
modification shall materially and adversely alter or impair the rights
of the Recipient under this Award Agreement, without the Recipient’s
written consent.






	 	(4)	 	If the Corporation determines that any
provision of this Award Agreement or the Plan contravenes Section 409A
or could cause the Recipient, a beneficiary or any other person to
incur any tax, interest or penalties under Section 409A, the Board may,
in its sole




2









 












	 	 	 	discretion and without the Recipient’s consent, modify such provision
in the manner that the Board may reasonably and in good faith
determine to be necessary or advisable to comply with Section 409A
and/or to avoid the imposition of such tax, interest or penalties.
This Section E(4) does not create an obligation on the part of the
Board or the Corporation to amend or modify the Plan or this Award
Agreement, nor does it guarantee that the DSUs will not be subject to
taxes, interest or penalties under Section 409A.






	 	(5)	 	Delivery of the shares of Common Stock
underlying the DSUs upon settlement is subject to the Recipient
satisfying all applicable federal, state, local and foreign taxes. The
Corporation shall have the power and the right to (i) deduct or
withhold from all amounts payable to the Recipient pursuant to the DSUs
or otherwise, or (ii) require the Recipient to remit to the Corporation
an amount sufficient to satisfy any applicable taxes required by law.
Further, the Corporation may permit or require the Recipient
to satisfy the tax obligations, in whole or in part, by withholding
shares that would otherwise be received upon settlement of the DSUs.






	 	(6)	 	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 Board determines are advisable. The Recipient agrees
to take all steps the Corporation 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.






	 	(7)	 	All obligations of the Corporation under the
Plan and this Award Agreement, with respect to the DSUs, shall be
binding on any successor to the Corporation, 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 Corporation.






	 	(8)	 	Any notice required by the terms of the Plan or
this Award Agreement shall be given in writing and shall be deemed
effective upon personal delivery or upon deposit in the mail, by
registered or certified mail. Notice to the Corporation shall be
delivered to JetBlue Airways Corporation,
Legal Department, 118-29 Queens Boulevard, Forest Hills,
NY 11375, and to the Recipient at the address that the Recipient has
most recently provided to the Corporation; provided,
however, that the Corporation may provide




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	 	 	 	notices to the Recipient by email, intranet postings or other
electronic means that are generally used by the Corporation for
communications with its service providers.






	 	(9)	 	Nothing in the Plan or this Award Agreement
should be construed as providing the Recipient with financial, tax,
legal or other advice with respect to the DSUs. The Corporation
recommends that the Recipient consult with his or her financial, tax,
legal and other advisors for advice in connection with the DSUs.






	 	(10)	 	Nothing in the Plan or this Award Agreement
shall confer upon the Recipient any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict
in any way the rights of the Corporation (or any Parent or Subsidiary
retaining the Recipient) or of the Recipient, which rights are hereby
expressly reserved by each, to terminate the Recipient’s Service at any
time for any reason, with or without cause.






	 	(11)	 	To the extent not preempted by federal law,
this Award Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.






	 	(F)	 	Acceptance of Award. The Recipient acknowledges his or
her understanding and acceptance of the terms and conditions of the Plan and
this Award Agreement. The Plan and this Award Agreement represents the entire
understanding of the parties, and supersedes all prior understandings, with
respect to the DSUs. If the Recipient, however, desires to refuse the DSUs,
the Recipient must notify the Corporation in writing in accordance with Section
E(8) of this Award Agreement no later than 30 days after receipt of this Award
Agreement. If the Recipient refuses the DSUs, he or she will not be entitled
to any additional compensation or remuneration in replacement of the DSUs. If
the Recipient does not refuse the DSUs, the Recipient will be deemed to agree
to all of the terms of the Plan and this Award Agreement.





     IN WITNESS WHEREOF, this Award Agreement has been accepted and agreed to by the undersigned.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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JetBlue Airways Corporation

Amended and Restated 2002 Stock Incentive Plan

RSU Award Agreement [FORM]




“Participant”:




“Date of Award”: [____________], 200_




     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 Amended
and Restated JetBlue Airways Corporation 2002 Stock Incentive 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 the unsecured right to receive one
share of Common Stock in the future.






	 	(B)	 	Vesting and Settlement of RSUs.






	 	(1)	 	Subject to the Participant’s continued
employment with the Company and its Subsidiaries (the “Company
Group”), one hundred percent (100%) of the RSUs shall vest in equal
installments on each of the first, second and third anniversaries of
the Date of Award (the “Vesting Date”). Any unvested RSUs at
time of Recipient’s cessation of service will be forfeited.






	 	(2)	 	Each vested RSU shall be settled through the
delivery of one share of Common Stock 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 year immediately following the
calendar year in which the vesting date occurs (the “Settlement
Date”)).




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	 	(3)	 	The shares of Common Stock delivered to the
Participant on the Settlement Date (or such earlier date determined in
accordance with section (C)) shall not be subject to transfer
restrictions and shall be fully paid, non-assessable and registered in
the Participant’s name.






	 	(C)	 	Termination of Employment.






	 	 	 	If, prior to the Vesting Date, the Participant’s employment with the Company
Group terminates for any reason, including Death, Permanent Disability or
Involuntary Termination, the unvested RSUs shall be cancelled immediately
and the Participant shall immediately forfeit any rights to, and shall not
be entitled to receive any payments with respect to, the unvested RSUs.






	 	(D)	 	Change in Control. Notwithstanding any provision
contained in the Plan or this Award Agreement to the contrary, if, prior to the
Settlement Date, a Change of Control occurs, the RSUs shall vest and settle
immediately upon the effective date of the Change in Control.






	 	(E)	 	Transferability. RSUs are not transferable other than
by last will and testament, by the laws of descent and distribution pursuant to
a domestic relations order, or as otherwise permitted under the Plan. 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 Primary Committee and Secondary
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 Primary Committee and Secondary 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




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	 	 	 	such shares. It is expressly understood that the Primary Committee
and Secondary Committee are authorized to administer, construe, and
make all determinations necessary or appropriate to administer the
Plan and this Award Agreement, all of which shall be binding upon the
Participant.






	 	(3)	 	The Board may at any time, or from time to
time, terminate, amend, modify or suspend the Plan, and the Board or
the Primary Committee and Secondary Committee may amend or modify this
Award Agreement at any time; provided, however, that no
termination, amendment, modification or suspension shall materially and
adversely alter or impair the rights of the Participant under this
Award Agreement, without the Participant’s written consent.






	 	(4)	 	Payments contemplated with respect to the RSUs
are intended to comply with the short-term deferral exemption under
Section 409A of the Internal Revenue Code of 1986, as amended, 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 exemption
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 Primary
Committee and Secondary Committee may, in their 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 maximum extent 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.






	 	(5)	 	Delivery of the shares of Common Stock
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 applicable taxes required by law. Further, the Company
may permit or require the Participant to satisfy, in





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	 	 	 	whole or in part, the tax obligations by withholding shares that
would otherwise be received upon settlement of the RSUs.






	 	(6)	 	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 Primary Committee and Secondary Committee determine
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.






	 	(7)	 	All obligations of the Company under the Plan
and this Award Agreement, with respect to the Awards, 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.






	 	(8)	 	To the extent not preempted by federal law,
this Award Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.






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