EX-10.1





Exhibit 10.1




June 3, 2009




Deutsche Lufthansa Aktiengesellschaft

Von-Gablenz-Strasse 2-6

50679 Köln

Germany



Dear Sirs/Mesdames:



     JetBlue Airways Corporation, a Delaware corporation (the “Company”), proposes to enter
into an underwriting agreement to be dated on or around June 3, 2009 (the “Underwriting
Agreement”) with Morgan Stanley & Co. Incorporated (the “Underwriter”) providing for
the public offering (the “Offering”) of approximately $100.0 million of shares of the
Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company also
proposes to issue and sell to the Underwriter additional shares of the Common Stock (the
“Additional Securities”), if and to the extent that the Underwriter shall have determined
to exercise the right to purchase such Additional Securities granted to the Underwriter in Section
2 of the Underwriting Agreement (the “Underwriter Option”). Capitalized terms not defined
herein have the meanings ascribed to them in the Underwriting Agreement.



     The Company hereby grants Lufthansa an option (the “Option”) to purchase up to 15.6%
of the shares (the “Option Shares”) of Common Stock that the Company would have otherwise
provided to the Underwriter as part of the Underwriter Option, but only to the extent that the
Underwriter exercises the Underwriter Option. The Option is exercisable at any time, in whole or in
part, during each period commencing when, pursuant to the Underwriting Agreement, the Underwriter
exercises, in whole or in part, its Underwriter Option and ending at the close of business on the
Business Day immediately prior to the Option Closing Date relating to such exercise (each such
period, an “Option Period”). The Company hereby grants Lufthansa an Option in connection
with each exercise of the Underwriter Option.



     The exercise price for each share of Common Stock purchased under the Option (the
“Exercise Price”) shall be the price per share paid by the public in the Offering. If
Lufthansa desires to exercise an Option, it shall notify the Company in writing during the relevant
Option Period, specifying the number of Option Shares with respect to which the Option is being
exercised (the “Exercised Option Shares”).



     On the relevant Option Closing Date and as part of a simultaneous transaction (a
“Settlement”), (i) the Company shall deliver or cause to be delivered the Exercised Option
Shares to Lufthansa, and (ii) Lufthansa shall pay to the Company, by wire transfer to an account
designated by the Company, in immediately available funds, an amount equal to the product of the
Exercise Price and the number of the Exercised Option Shares; provided that if pursuant to Section
5 of the Underwriting Agreement the Underwriter does not purchase Additional Shares on an Option
Closing Date, the Company shall not deliver, and Lufthansa shall not pay for, the Option Shares
required to be delivered on that Option Closing Date.



     This agreement shall terminate upon the expiration of the Underwriter Option pursuant to the
terms of the Underwriting Agreement (the “Option Termination Date”); provided,
however,



 









 






if a Settlement is scheduled to occur after such Option Termination Date, this Agreement shall
terminate immediately following such Settlement. If a stock split, stock dividend,
recapitalization, reclassification, combination, exchange of shares, merger or similar transaction
occurs with respect to the outstanding Common Stock, an appropriate and proportionate adjustment
shall be made to the Exercise Price and/or the number of the Option Shares to preserve the economic
intent of the Option.



     Whether or not the Offering actually occurs depends on a number of factors, including market
conditions. Any Offering will only be made pursuant to the Underwriting Agreement, the terms of
which are subject to negotiation between the Company and the Underwriter. This Agreement, which
shall be governed by the law of the state of New York, may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed an original. If
the terms of this Agreement are in accordance with your understandings and agreements with us,
please sign and return the enclosed duplicate of this letter, whereupon this Agreement shall
constitute a binding agreement between us.



	 	 	 	 	 
	 	Very truly yours,



JETBLUE AIRWAYS CORPORATION



 	 
	 	By 	 	/s/ James G. Hnat
	 	Name:	 	James G. Hnat	 
	 	Title:	 	Executive Vice President, General
Counsel and Secretary	 
	 



Accepted and agreed to as of

the date first above written:




DEUTSCHE LUFTHANSA AKTIENGESELLSCHAFT




	 	 	 	 
	By	 	/s/
Nicolai von Ruckteschell
	Name:	 	Nicolai von Ruckteschell	 
	Title:	 	Counsel	 
	 





	 	 	 	 
	By	 	/s/ Karl-Heinz Steinke
	Name:	 	Karl-Heinz Steinke	 
	Title:	 	Head Controller