{"id":38370,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-stock-option-stock-issuance-plan-jetblue-airways-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-option-stock-issuance-plan-jetblue-airways-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-option-stock-issuance-plan-jetblue-airways-corp.html","title":{"rendered":"1999 Stock Option\/Stock Issuance Plan &#8211; JetBlue Airways Corp."},"content":{"rendered":"<pre>                           JETBLUE AIRWAYS CORPORATION\n                      1999 STOCK OPTION\/STOCK ISSUANCE PLAN\n                   (Amended and Restated as of June 20, 2001)\n                                   ARTICLE ONE\n\n                               GENERAL PROVISIONS\n\nI. PURPOSE OF THE PLAN\n\n            This 1999 Stock Option\/Stock Issuance Plan is intended to promote\nthe interests of JetBlue Airways Corporation, a Delaware corporation, by\nproviding eligible persons in the Corporation's employ or service with the\nopportunity to acquire a proprietary interest, or otherwise increase their\nproprietary interest, in the Corporation as an incentive for them to continue in\nsuch employ or service.\n\n            Capitalized terms herein shall have the meanings assigned to such\nterms in the attached Appendix.\n\n            All share numbers in this document reflect the 1-for-300 split of\nthe Common Stock effected as of October 6, 1999.\n\nII. STRUCTURE OF THE PLAN\n\n            A. The Plan shall be divided into two (2) separate equity programs:\n\n                  (i) the Option Grant Program under which eligible persons may,\n      at the discretion of the Plan Administrator, be granted options to\n      purchase shares of Common Stock, and\n\n                  (ii) the Stock Issuance Program under which eligible persons\n      may, at the discretion of the Plan Administrator, be issued shares of\n      Common Stock directly, either through the immediate purchase of such\n      shares or as a bonus for services rendered the Corporation (or any Parent\n      or Subsidiary).\n\n            B. The provisions of Articles One and Four shall apply to both\nequity programs under the Plan and shall accordingly govern the interests of all\npersons under the Plan.\n\nIII. ADMINISTRATION OF THE PLAN\n\n            A. The Plan shall be administered by the Board. However, any or all\nadministrative functions otherwise exercisable by the Board may be delegated to\nthe Committee. \n\n\n      B. The Plan Administrator shall have full power and authority (subject to\nthe provisions of the Plan) to establish such rules and regulations as it may\ndeem appropriate for proper administration of the Plan and to make such\ndeterminations under, and issue such interpretations of, the Plan and any\noutstanding options or stock issuances thereunder as it may deem necessary or\nadvisable. Decisions of the Plan Administrator shall be final and binding on all\nparties who have an interest in the Plan or any option grant or stock issuance\nthereunder.\n\nIV. ELIGIBILITY\n\n            A. The persons eligible to participate in the Plan are as follows:\n\n                  (i) Employees,\n\n                  (ii) non-employee members of the Board or the non-employee\n      members of the board of directors of any Parent or Subsidiary, and\n\n                  (iii) consultants and other independent advisors who provide\n      services to the Corporation (or any Parent or Subsidiary).\n\n            B. The Plan Administrator shall have full authority to determine,\n(i) with respect to the grants made under the Option Grant Program, which\neligible persons are to receive such grants, the time or times when those grants\nare to be made, the number of shares to be covered by each such grant, the\nstatus of the granted option as either an Incentive Option or a Non-Statutory\nOption, the time or times when each option is to become exercisable, the vesting\nschedule (if any) applicable to the option shares and the maximum term for which\nthe option is to remain outstanding, and (ii) with respect to stock issuances\nmade under the Stock Issuance Program, which eligible persons are to receive\nsuch issuances, the time or times when those issuances are to be made, the\nnumber of shares to be issued to each Participant, the vesting schedule (if any)\napplicable to the issued shares and the consideration to be paid by the\nParticipant for such shares.\n\n            C. The Plan Administrator shall have the absolute discretion either\nto grant options in accordance with the Option Grant Program or to effect stock\nissuances in accordance with the Stock Issuance Program.\n\nV. STOCK SUBJECT TO THE PLAN\n\n            A. The stock issuable under the Plan shall be shares of authorized\nbut unissued or reacquired Common Stock. The maximum number of shares of Common\nStock which may be issued over the term of the Plan shall not exceed 5,129,968\nshares. Such share reserve consists of (i) the 3,079,968 shares initially \nreserved for issuance under the Plan plus (ii) an increase of 2,050,000 \nshares authorized by the Board on June 20, 2001 and approved by the \nshareholders on July 18, 2001.\n\n            B. Shares of Common Stock subject to outstanding options shall be\navailable for subsequent issuance under the Plan to the extent (i) the options\nexpire or terminate for any reason prior to exercise in full or (ii) the options\nare cancelled in accordance with the cancellation-regrant provisions of Article\nTwo. Unvested shares issued under the Plan and subsequently repurchased by the\nCorporation, at the option exercise or direct issue price paid \n\n\n                                       2\n\n\nper share, pursuant to the Corporation's repurchase rights under the Plan shall\nbe added back to the number of shares of Common Stock reserved for issuance\nunder the Plan and shall accordingly be available for reissuance through one or\nmore subsequent option grants or direct stock issuances under the Plan.\n\n            C. Should any change be made to the Common Stock by reason of any\nstock split, stock dividend, recapitalization, combination of shares, exchange\nof shares or other change affecting the outstanding Common Stock as a class\nwithout the Corporation's receipt of consideration, appropriate adjustments\nshall be made to (i) the maximum number and\/or class of securities issuable\nunder the Plan and (ii) the number and\/or class of securities and the exercise\nprice per share in effect under each outstanding option in order to prevent the\ndilution or enlargement of benefits thereunder. The adjustments determined by\nthe Plan Administrator shall be final, binding and conclusive. In no event shall\nany such adjustments be made in connection with the conversion of one or more\noutstanding shares of the Corporation's preferred stock into shares of Common\nStock.\n\n\n                                       3\n\n\n                                  ARTICLE TWO\n\n                              OPTION GRANT PROGRAM\n\nI. OPTION TERMS\n\n            Each option shall be evidenced by one or more documents in the form\napproved by the Plan Administrator; PROVIDED, however, that each such document\nshall comply with the terms specified below. Each document evidencing an\nIncentive Option shall, in addition, be subject to the provisions of the Plan\napplicable to such options.\n\n            A. EXERCISE PRICE.\n\n                  1. The exercise price per share shall be fixed by the Plan\nAdministrator at the time of the option grant and may be equal to, less than or\ngreater than the Fair Market Value per share of Common Stock on the option grant\ndate.\n\n                  2. The exercise price shall become immediately due upon\nexercise of the option and shall, subject to the provisions of Section I of\nArticle Four and the documents evidencing the option, be payable in cash or\ncheck made payable to the Corporation. Should the Common Stock be registered\nunder Section 12 of the 1934 Act at the time the option is exercised, then the\nexercise price may also be paid as follows:\n\n                        (i) in shares of Common Stock held for the requisite\n      period necessary to avoid a charge to the Corporation's earnings for\n      financial reporting purposes and valued at Fair Market Value on the\n      Exercise Date, or\n\n                        (ii) to the extent the option is exercised for vested\n      shares, through a special sale and remittance procedure pursuant to which\n      the Optionee shall concurrently provide irrevocable instructions (A) to a\n      Corporation-designated brokerage firm to effect the immediate sale of the\n      purchased shares and remit to the Corporation, out of the sale proceeds\n      available on the settlement date, sufficient funds to cover the aggregate\n      exercise price payable for the purchased shares plus all applicable\n      Federal, state and local income and employment taxes required to be\n      withheld by the Corporation by reason of such exercise and (B) to the\n      Corporation to deliver the certificates for the purchased shares directly\n      to such brokerage firm in order to complete the sale.\n\n            Except to the extent such sale and remittance procedure is utilized,\npayment of the exercise price for the purchased shares must be made on the\nExercise Date.\n\n            B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at\nsuch time or times, during such period and for such number of shares as shall be\ndetermined by the Plan Administrator and set forth in the documents evidencing\nthe option grant. However, no option shall have a term in excess of ten (10)\nyears measured from the option grant date.\n\n\n                                       4\n\n\n            C. EFFECT OF TERMINATION OF SERVICE.\n\n                  1. The following provisions shall govern the exercise of any\noptions held by the Optionee at the time of cessation of Service or death:\n\n                        (i) Should the Optionee cease to remain in Service for\n      any reason other than death, Disability or Misconduct, then the Optionee\n      shall have a period of three (3) months following the date of such\n      cessation of Service during which to exercise each outstanding option held\n      by such Optionee.\n\n                        (ii) Should Optionee's Service terminate by reason of\n      Disability, then the Optionee shall have a period of twelve (12) months\n      following the date of such cessation of Service during which to exercise\n      each outstanding option held by such Optionee.\n\n                        (iii) If the Optionee dies while holding an outstanding\n      option, then the personal representative of his or her estate or the\n      person or persons to whom the option is transferred pursuant to the\n      Optionee's will or the laws of inheritance or the Optionee's designated\n      beneficiary or beneficiaries of that option shall have a twelve (12)-month\n      period following the date of the Optionee's death to exercise such option.\n\n                        (iv) Under no circumstances, however, shall any such\n      option be exercisable after the specified expiration of the option term.\n\n                        (v) During the applicable post-Service exercise period,\n      the option may not be exercised in the aggregate for more than the number\n      of vested shares for which the option is exercisable on the date of the\n      Optionee's cessation of Service. Upon the expiration of the applicable\n      exercise period or (if earlier) upon the expiration of the option term,\n      the option shall terminate and cease to be outstanding for any vested\n      shares for which the option has not been exercised. However, the option\n      shall, immediately upon the Optionee's cessation of Service, terminate and\n      cease to be outstanding with respect to any and all option shares for\n      which the option is not otherwise at the time exercisable or in which the\n      Optionee is not otherwise at that time vested.\n\n                        (vi) Should Optionee's Service be terminated for\n      Misconduct or should Optionee otherwise engage in Misconduct while holding\n      one or more outstanding options under the Plan, then all those options\n      shall terminate immediately and cease to remain outstanding.\n\n                  2. The Plan Administrator shall have the discretion,\nexercisable either at the time an option is granted or at any time while the\noption remains outstanding, to:\n\n\n                                       5\n\n\n                        (i) extend the period of time for which the option is to\n      remain exercisable following Optionee's cessation of Service or death from\n      the limited period otherwise in effect for that option to such greater\n      period of time as the Plan Administrator shall deem appropriate, but in no\n      event beyond the expiration of the option term, and\/or\n\n                        (ii) permit the option to be exercised, during the\n      applicable post-Service exercise period, not only with respect to the\n      number of vested shares of Common Stock for which such option is\n      exercisable at the time of the Optionee's cessation of Service but also\n      with respect to one or more additional installments in which the Optionee\n      would have vested under the option had the Optionee continued in Service.\n\n            D. STOCKHOLDER RIGHTS. The holder of an option shall have no\nstockholder rights with respect to the shares subject to the option until such\nperson shall have exercised the option, paid the exercise price and become the\nrecordholder of the purchased shares.\n\n            E. UNVESTED SHARES. The Plan Administrator shall have the discretion\nto grant options which are exercisable for unvested shares of Common Stock.\nShould the Optionee cease Service while holding such unvested shares, the\nCorporation shall have the right to repurchase, at the exercise price paid per\nshare, any or all of those unvested shares. The terms upon which such repurchase\nright shall be exercisable (including the period and procedure for exercise and\nthe appropriate vesting schedule for the purchased shares) shall be established\nby the Plan Administrator and set forth in the document evidencing such\nrepurchase right.\n\n            F. FIRST REFUSAL RIGHTS. Until such time as the Common Stock is\nfirst registered under Section 12 of the 1934 Act, the Corporation shall have\nthe right of first refusal with respect to any proposed disposition by the\nOptionee (or any successor in interest) of any shares of Common Stock issued\nunder the Plan. Such right of first refusal shall be exercisable in accordance\nwith the terms established by the Plan Administrator and set forth in the\ndocument evidencing such right.\n\n            G. LIMITED TRANSFERABILITY OF OPTIONS. An Incentive Stock Option\nshall be exercisable only by the Optionee during his or her lifetime and shall\nnot be assignable or transferable other than by will or by the laws of\ninheritance following the Optionee's death. A Non-Statutory Option may be\nassigned in whole or in part during the Optionee's lifetime to one or more\nmembers of the Optionee's family or to a trust established exclusively for one\nor more such family members or to Optionee's former spouse, to the extent such\nassignment is in connection with the Optionee's estate plan or pursuant to a\ndomestic relations order. The assigned portion may only be exercised by the\nperson or persons who acquire a proprietary interest in the Non-Statutory Option\npursuant to the assignment. The terms applicable to the assigned portion shall\nbe the same as those in effect for the option immediately prior to such\nassignment and shall be set forth in such documents issued to the assignee as\nthe Plan Administrator may deem appropriate. Notwithstanding the foregoing, the\nOptionee may also\n\n\n                                       6\n\n\ndesignate one or more persons as the beneficiary or beneficiaries of his or her\noutstanding options under the Plan, and those options shall, in accordance with\nsuch designation, automatically be transferred to such beneficiary or\nbeneficiaries upon the Optionee's death while holding those options. Such\nbeneficiary or beneficiaries shall take the transferred options subject to all\nthe terms and conditions of the applicable agreement evidencing each such\ntransferred option, including (without limitation) the limited time period\nduring which the option may be exercised following the Optionee's death.\n\nII. INCENTIVE OPTIONS\n\n            The terms specified below shall be applicable to all Incentive\nOptions. Except as modified by the provisions of this Section II, all the\nprovisions of Articles One, Two and Four shall be applicable to Incentive\nOptions. Options which are specifically designated as Non-Statutory Options\nshall not be subject to the terms of this Section II.\n\n            A. ELIGIBILITY. Incentive Options may only be granted to Employees.\n\n            B. EXERCISE PRICE. The exercise price per share shall not be less\nthan one hundred percent (100%) of the Fair Market Value per share of Common\nStock on the option grant date. If the person to whom the Incentive Option is\ngranted is a 10% Stockholder, then the exercise price per share shall not be\nless than one hundred ten percent (110%) of the Fair Market Value per share of\nCommon Stock on the option grant date.\n\n            C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares\nof Common Stock (determined as of the respective date or dates of grant) for\nwhich one or more options granted to any Employee under the Plan (or any other\noption plan of the Corporation or any Parent or Subsidiary) may for the first\ntime become exercisable as Incentive Options during any one (1) calendar year\nshall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the\nextent the Employee holds two (2) or more such options which become exercisable\nfor the first time in the same calendar year, the foregoing limitation on the\nexercisability of such options as Incentive Options shall be applied on the\nbasis of the order in which such options are granted.\n\n            D. 10% STOCKHOLDER. If any Employee to whom an Incentive Option is\ngranted is a 10% Stockholder, then the option term shall not exceed five (5)\nyears measured from the option grant date.\n\nIII. CHANGE IN CONTROL\n\n            A. The shares subject to each option outstanding under the Plan at\nthe time of a Change in Control shall automatically vest in full so that each\nsuch option shall, immediately prior to the effective date of the Change in\nControl, become exercisable for all of the shares of Common Stock at the time\nsubject to that option and may be exercised for any or all of those shares as\nfully-vested shares of Common Stock. However, the shares subject to an\noutstanding option shall NOT vest on such an accelerated basis if and to the\nextent: (i) such option is assumed by the successor corporation (or parent\nthereof) or otherwise continued in full force and effect in \n\n\n                                       7\n\n\npursuant to the terms of the Change in Control transaction and any repurchase\nrights of the Corporation with respect to the unvested option shares are\nconcurrently assigned to such successor corporation (or parent thereof) or\notherwise continued in effect or (ii) such option is to be replaced with a cash\nincentive program of the Corporation or any successor corporation which\npreserves the spread existing on the unvested option shares at the time of the\nChange in Control and provides for subsequent payout in accordance with the same\nvesting schedule applicable to those unvested option shares or (iii) the\nacceleration of such option is subject to other limitations imposed by the Plan\nAdministrator at the time of the option grant.\n\n            B. All outstanding repurchase rights shall also terminate\nautomatically, and the shares of Common Stock subject to those terminated rights\nshall immediately vest in full, in the event of any Change in Control, except to\nthe extent: (i) those repurchase rights are assigned to the successor\ncorporation (or parent thereof) or otherwise continued in full force and effect\npursuant to the terms of the Change in Control transaction or (ii) such\naccelerated vesting is precluded by other limitations imposed by the Plan\nAdministrator at the time the repurchase right is issued.\n\n            C. Immediately following the consummation of the Change in Control,\nall outstanding options shall terminate and cease to be outstanding, except to\nthe extent assumed by the successor corporation (or parent thereof) or otherwise\ncontinued in effect pursuant to the terms of the Change in Control transaction.\n\n            D. Each option which is assumed in connection with a Change in\nControl or otherwise continued in full force and effect shall be appropriately\nadjusted, immediately after such Change in Control, to apply to the number and\nclass of securities which would have been issuable to the Optionee in\nconsummation of such Change in Control, had the option been exercised\nimmediately prior to such Change in Control. Appropriate adjustments shall also\nbe made to (i) the number and class of securities available for issuance under\nthe Plan following the consummation of such Change in Control and (ii) the\nexercise price payable per share under each outstanding option, PROVIDED the\naggregate exercise price payable for such securities shall remain the same. To\nthe extent the actual holders of the Corporation's outstanding Common Stock\nreceive cash consideration for their Common Stock in consummation of the Change\nin Control, the successor corporation may, in connection with the assumption of\nthe outstanding options under this Plan, substitute one or more shares of its\nown common stock with a fair market value equivalent to the cash consideration\npaid per share of Common Stock in such Change in Control.\n\n            E. The Plan Administrator shall have the discretion, exercisable\neither at the time the option is granted or at any time while the option remains\noutstanding, to structure one or more options so that those options shall\nautomatically accelerate and vest in full (and any repurchase rights of the\nCorporation with respect to the unvested shares subject to those options shall\nimmediately terminate) upon the occurrence of a Change in Control, whether or\nnot those options are to be assumed in the Change in Control or otherwise\ncontinued in effect.\n\n\n                                       8\n\n\n            F. The Plan Administrator shall also have full power and authority,\nexercisable either at the time the option is granted or at any time while the\noption remains outstanding, to structure such option so that the shares subject\nto that option will automatically vest on an accelerated basis should the\nOptionee's Service terminate by reason of an Involuntary Termination within a\ndesignated period (not to exceed eighteen (18) months) following the effective\ndate of any Change in Control in which the option is assumed or otherwise\ncontinued in effect and the repurchase rights applicable to those shares do not\notherwise terminate. Any option so accelerated shall remain exercisable for the\nfully-vested option shares until the expiration or sooner termination of the\noption term. In addition, the Plan Administrator may provide that one or more of\nthe Corporation's outstanding repurchase rights with respect to shares held by\nthe Optionee at the time of such Involuntary Termination shall immediately\nterminate on an accelerated basis, and the shares subject to those terminated\nrights shall accordingly vest at that time.\n\n            G. The portion of any Incentive Option accelerated in connection\nwith a Corporate Transaction shall remain exercisable as an Incentive Option\nonly to the extent the applicable One Hundred Thousand Dollar limitation is not\nexceeded. To the extent such dollar limitation is exceeded, the accelerated\nportion of such option shall be exercisable as a Non-Statutory Option under the\nFederal tax laws.\n\n            H. The grant of options under the Plan shall in no way affect the\nright of the Corporation to adjust, reclassify, reorganize or otherwise change\nits capital or business structure or to merge, consolidate, dissolve, liquidate\nor sell or transfer all or any part of its business or assets.\n\nIV. CANCELLATION AND REGRANT OF OPTIONS\n\n            The Plan Administrator shall have the authority to effect, at any\ntime and from time to time, with the consent of the affected option holders, the\ncancellation of any or all outstanding options under the Plan and to grant in\nsubstitution therefor new options covering the same or different number of\nshares of Common Stock but with an exercise price per share based on the Fair\nMarket Value per share of Common Stock on the new option grant date.\n\n\n                                       9\n\n\n                                 ARTICLE THREE\n\n                             STOCK ISSUANCE PROGRAM\n\nI. STOCK ISSUANCE TERMS\n\n            Shares of Common Stock may be issued under the Stock Issuance\nProgram through direct and immediate issuances without any intervening option\ngrants. Each such stock issuance shall be evidenced by a Stock Issuance\nAgreement which complies with the terms specified below.\n\n            A. PURCHASE PRICE.\n\n                  1. The purchase price per share shall be fixed by the Plan\nAdministrator at the time of the share issuance and may be equal to, less than\nor greater than the Fair Market Value per share of Common Stock on the issue\ndate.\n\n                  2. Subject to the provisions of Section I of Article Four,\nshares of Common Stock may be issued under the Stock Issuance Program for any of\nthe following items of consideration which the Plan Administrator may deem\nappropriate in each individual instance:\n\n                  (i) cash or check made payable to the Corporation,\n\n                  (ii) past services rendered to the Corporation (or any Parent\n      or Subsidiary), or\n\n                  (iii) any other valid consideration for the issuance of shares\n      of Common Stock under the Delaware General Corporation Law.\n\n            B. VESTING PROVISIONS.\n\n                  1. Shares of Common Stock issued under the Stock Issuance\nProgram may, in the discretion of the Plan Administrator, be fully and\nimmediately vested upon issuance or may vest in one or more installments over\nthe Participant's period of Service or upon attainment of specified performance\nobjectives.\n\n                  2. Any new, substituted or additional securities or other\nproperty (including money paid other than as a regular cash dividend) which the\nParticipant may have the right to receive with respect to the Participant's\nunvested shares of Common Stock by reason of any stock dividend, stock split,\nrecapitalization, combination of shares, exchange of shares or other change\naffecting the outstanding Common Stock as a class without the Corporation's\nreceipt of consideration shall be issued subject to (i) the same vesting\nrequirements applicable to the Participant's unvested shares of Common Stock and\n(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.\n\n\n                                       10\n\n\n                  3. The Participant shall have full stockholder rights with\nrespect to any shares of Common Stock issued to the Participant under the Stock\nIssuance Program, whether or not the Participant's interest in those shares is\nvested. Accordingly, the Participant shall have the right to vote such shares\nand to receive any regular cash dividends paid on such shares.\n\n                  4. Should the Participant cease to remain in Service while\nholding one or more unvested shares of Common Stock issued under the Stock\nIssuance Program or should the performance objectives not be attained with\nrespect to one or more such unvested shares of Common Stock, then those shares\nshall be immediately surrendered to the Corporation for cancellation, and the\nParticipant shall have no further stockholder rights with respect to those\nshares. To the extent the surrendered shares were previously issued to the\nParticipant for consideration paid in cash or cash equivalent (including the\nParticipant's purchase-money indebtedness), the Corporation shall repay to the\nParticipant the cash consideration paid for the surrendered shares and shall\ncancel the unpaid principal balance of any outstanding purchase-money note of\nthe Participant attributable to such surrendered shares.\n\n                  5. The Plan Administrator may in its discretion waive the\nsurrender and cancellation of one or more unvested shares of Common Stock (or\nother assets attributable thereto) which would otherwise occur upon the\nnon-completion of the vesting schedule applicable to those shares. Such waiver\nshall result in the immediate vesting of the Participant's interest in the\nshares of Common Stock as to which the waiver applies. Such waiver may be\neffected at any time, whether before or after the Participant's cessation of\nService or the attainment or non-attainment of the applicable performance\nobjectives.\n\n                  6. FIRST REFUSAL RIGHTS. Until such time as the Common Stock\nis first registered under Section 12 of the 1934 Act, the Corporation shall have\nthe right of first refusal with respect to any proposed disposition by the\nParticipant (or any successor in interest) of any shares of Common Stock issued\nunder the Stock Issuance Program. Such right of first refusal shall be\nexercisable in accordance with the terms established by the Plan Administrator\nand set forth in the document evidencing such right.\n\nII. CHANGE IN CONTROL\n\n            A. Upon the occurrence of a Change in Control, all outstanding\nrepurchase rights under the Stock Issuance Program shall terminate\nautomatically, and the shares of Common Stock subject to those terminated rights\nshall immediately vest in full, except to the extent: (i) those repurchase\nrights are assigned to the successor corporation (or parent thereof) or\notherwise continued in full force and effect pursuant to the terms of the Change\nin Control transaction or (ii) such accelerated vesting is precluded by other\nlimitations imposed by the Plan Administrator at the time the repurchase right\nis issued.\n\n\n                                       11\n\n\n            B. The Plan Administrator shall have the discretionary authority,\nexercisable either at the time the unvested shares are issued or any time while\nthe Corporation's repurchase rights with respect to those shares remain\noutstanding, to provide that those rights shall automatically terminate on an\naccelerated basis, and the shares of Common Stock subject to those terminated\nrights shall immediately vest, in the event the Participant's Service should\nsubsequently terminate by reason of an Involuntary Termination within a\ndesignated period (not to exceed eighteen (18) months) following the effective\ndate of any Change in Control in which those repurchase rights are assigned to\nthe successor corporation (or parent thereof) or otherwise continued in full\nforce and effect.\n\nIII. SHARE ESCROW\/LEGENDS\n\n            Unvested shares may, in the Plan Administrator's discretion, be held\nin escrow by the Corporation until the Participant's interest in such shares\nvests or may be issued directly to the Participant with restrictive legends on\nthe certificates evidencing those unvested shares.\n\n\n                                       12\n\n\n                                  ARTICLE FOUR\n\n                                  MISCELLANEOUS\n\nI. FINANCING\n\n            The Plan Administrator may permit any Optionee or Participant to pay\nthe option exercise price under the Option Grant Program or the purchase price\nfor shares issued under the Stock Issuance Program by delivering a\nfull-recourse, interest bearing promissory note payable in one or more\ninstallments and secured by the purchased shares. In no event may the maximum\ncredit available to the Optionee or Participant exceed the sum of (i) the\naggregate option exercise price or purchase price payable for the purchased\nshares (less the par value of those shares) plus (ii) any Federal, state and\nlocal income and employment tax liability incurred by the Optionee or the\nParticipant in connection with the option exercise or share purchase.\n\nII. EFFECTIVE DATE AND TERM OF PLAN\n\n            A. The Plan shall become effective when adopted by the Board, but no\noption granted under the Plan may be exercised, and no shares shall be issued\nunder the Plan, until the Plan is approved by the Corporation's stockholders. If\nsuch stockholder approval is not obtained within twelve (12) months after the\ndate of the Board's adoption of the Plan, then all options previously granted\nunder the Plan shall terminate and cease to be outstanding, and no further\noptions shall be granted and no shares shall be issued under the Plan. Subject\nto such limitation, the Plan Administrator may grant options and issue shares\nunder the Plan at any time after the effective date of the Plan and before the\ndate fixed herein for termination of the Plan.\n\n            B. The Plan shall terminate upon the EARLIEST of (i) the expiration\nof the ten (10)-year period measured from the date the Plan is adopted by the\nBoard, (ii) the date on which all shares available for issuance under the Plan\nshall have been issued as vested shares or (iii) the termination of all\noutstanding options in connection with a Corporate Transaction. All options and\nunvested stock issuances outstanding at the time of a clause (i) termination\nevent shall continue to have full force and effect in accordance with the\nprovisions of the documents evidencing those options or issuances.\n\nIII. AMENDMENT OF THE PLAN\n\n            A. The Board shall have complete and exclusive power and authority\nto amend or modify the Plan in any or all respects. However, no such amendment\nor modification shall adversely affect the rights and obligations with respect\nto options or unvested stock issuances at the time outstanding under the Plan\nunless the Optionee or the Participant consents to such amendment or\nmodification. In addition, certain amendments may require stockholder approval\npursuant to applicable laws and regulations.\n\n\n                                       13\n\n\n            B. Options may be granted under the Option Grant Program and shares\nmay be issued under the Stock Issuance Program which are in each instance in\nexcess of the number of shares of Common Stock then available for issuance under\nthe Plan, provided any excess shares actually issued under those programs shall\nbe held in escrow until there is obtained stockholder approval of an amendment\nsufficiently increasing the number of shares of Common Stock available for\nissuance under the Plan. If such stockholder approval is not obtained within\ntwelve (12) months after the date the first such excess grants or issuances are\nmade, then (i) any unexercised options granted on the basis of such excess\nshares shall terminate and cease to be outstanding and (ii) the Corporation\nshall promptly refund to the Optionees and the Participants the exercise or\npurchase price paid for any excess shares issued under the Plan and held in\nescrow, together with interest (at the applicable Short Term Federal Rate) for\nthe period the shares were held in escrow, and such shares shall thereupon be\nautomatically cancelled and cease to be outstanding.\n\nIV. USE OF PROCEEDS\n\n            Any cash proceeds received by the Corporation from the sale of\nshares of Common Stock under the Plan shall be used for general corporate\npurposes.\n\nV. WITHHOLDING\n\n            The Corporation's obligation to deliver shares of Common Stock upon\nthe exercise of any options granted under the Plan or upon the issuance or\nvesting of any shares issued under the Plan shall be subject to the satisfaction\nof all applicable Federal, state and local income and employment tax withholding\nrequirements.\n\nVI. REGULATORY APPROVALS\n\n            The implementation of the Plan, the granting of any options under\nthe Plan and the issuance of any shares of Common Stock (i) upon the exercise of\nany option or (ii) under the Stock Issuance Program shall be subject to the\nCorporation's procurement of all approvals and permits required by regulatory\nauthorities having jurisdiction over the Plan, the options granted under it and\nthe shares of Common Stock issued pursuant to it.\n\nVII. NO EMPLOYMENT OR SERVICE RIGHTS\n\n            Nothing in the Plan shall confer upon the Optionee or the\nParticipant any right to continue in Service for any period of specific duration\nor interfere with or otherwise restrict in any way the rights of the Corporation\n(or any Parent or Subsidiary employing or retaining such person) or of the\nOptionee or the Participant, which rights are hereby expressly reserved by each,\nto terminate such person's Service at any time for any reason, with or without\ncause; provided, however, that if a written employment agreement between the \nOptionee and the Corporation is in effect, that agreement shall govern the \nterms and conditions of Optionee's employment.\n\n\n                                       14\n\n\n                                    APPENDIX\n\n            The following definitions shall be in effect under the Plan:\n\n            A. BOARD shall mean the Corporation's Board of Directors.\n\n            B. CHANGE IN CONTROL shall mean a change in ownership or control of\nthe Corporation effected through any of the following transactions:\n\n                        (i) a stockholder-approved merger or consolidation in\n      which securities possessing more than fifty percent (50%) of the total\n      combined voting power of the Corporation's outstanding securities are\n      transferred to a person or persons different from the persons holding\n      those securities immediately prior to such transaction, or\n\n                        (ii) a stockholder-approved sale, transfer or other\n      disposition of all or substantially all of the Corporation's assets in\n      complete liquidation or dissolution of the Corporation, or\n\n                        (iii) the acquisition, directly or indirectly, by an\n      person or related group of persons (other than the Corporation or a person\n      that directly or indirectly controls, is controlled by, or is under common\n      control with, the Corporation), of beneficial ownership (within the\n      meaning of Rule 13-d3 of the 1934 Act) of securities possessing more than\n      fifty percent (50%) of the total combined voting power of the\n      Corporation's outstanding securities pursuant to a tender or exchange\n      offer made directly to the Corporation's stockholders.\n\n            C. CODE shall mean the Internal Revenue Code of 1986, as amended.\n\n            D. COMMITTEE shall mean a committee of two (2) or more Board members\nappointed by the Board to exercise one or more administrative functions under\nthe Plan.\n\n            E. COMMON STOCK shall mean the Corporation's common stock.\n\n            F. CORPORATION shall mean JetBlue Airways Corporation, a Delaware\ncorporation, and any successor corporation to all or substantially all of the\nassets or voting stock of JetBlue Airways Corporation which shall by appropriate\naction adopt the Plan.\n\n            G. DISABILITY shall mean the inability of the Optionee or the\nParticipant to engage in any substantial gainful activity by reason of any\nmedically determinable physical or mental impairment and shall be determined by\nthe Plan Administrator on the basis of such medical evidence as the Plan\nAdministrator deems warranted under the circumstances.\n\n            H. EMPLOYEE shall mean an individual who is in the employ of the\nCorporation (or any Parent or Subsidiary), subject to the control and direction\nof the employer entity as to both the work to be performed and the manner and\nmethod of performance.\n\n\n                                      A-1\n\n\n            I. EXERCISE DATE shall mean the date on which the Corporation shall\nhave received written notice of the option exercise.\n\n            J. FAIR MARKET VALUE per share of Common Stock on any relevant date\nshall be determined in accordance with the following provisions:\n\n                        (i) If the Common Stock is at the time traded on the\n      Nasdaq National Market, then the Fair Market Value shall be the closing\n      selling price per share of Common Stock on the date in question, as such\n      price is reported by the National Association of Securities Dealers on the\n      Nasdaq National Market. If there is no closing selling price for the\n      Common Stock on the date in question, then the Fair Market Value shall be\n      the closing selling price on the last preceding date for which such\n      quotation exists.\n\n                        (ii) If the Common Stock is at the time listed on any\n      Stock Exchange, then the Fair Market Value shall be the closing selling\n      price per share of Common Stock on the date in question on the Stock\n      Exchange determined by the Plan Administrator to be the primary market for\n      the Common Stock, as such price is officially quoted in the composite tape\n      of transactions on such exchange. If there is no closing selling price for\n      the Common Stock on the date in question, then the Fair Market Value shall\n      be the closing selling price on the last preceding date for which such\n      quotation exists.\n\n                        (iii) If the Common Stock is at the time neither listed\n      on any Stock Exchange nor traded on the Nasdaq National Market, then the\n      Fair Market Value shall be determined by the Plan Administrator after\n      taking into account such factors as the Plan Administrator shall deem\n      appropriate.\n\n            K. INCENTIVE OPTION shall mean an option which satisfies the\nrequirements of Code Section 422.\n\n            L. INVOLUNTARY TERMINATION shall mean the termination of the Service\nof any individual which occurs by reason of:\n\n                        (i) such individual's involuntary dismissal or discharge\n      by the Corporation for reasons other than Misconduct, or\n\n                        (ii) such individual's voluntary resignation following\n      (A) a change in his or her position with the Corporation which materially\n      reduces his or her duties and responsibilities or the level of management\n      to which he or she reports, (B) a reduction in his or her level of\n      compensation (including base salary, fringe benefits and target bonus\n      under any corporate-performance based bonus or incentive programs) by more\n      than fifteen percent (15%) or (C) a relocation of such individual's place\n      of employment by more than fifty (50) miles, provided and only if such\n      change, reduction or relocation is effected without the individual's\n      consent.\n\n\n                                      A-2\n\n\n            M. MISCONDUCT shall mean the commission of any act of fraud,\nembezzlement or dishonesty by the Optionee or Participant, any unauthorized use\nor disclosure by such person of confidential information or trade secrets of the\nCorporation (or any Parent or Subsidiary), or any other intentional misconduct\nby such person adversely affecting the business or affairs of the Corporation\n(or any Parent or Subsidiary) in a material manner. The foregoing definition\nshall not be deemed to be inclusive of all the acts or omissions which the\nCorporation (or any Parent or Subsidiary) may consider as grounds for the\ndismissal or discharge of any Optionee, Participant or other person in the\nService of the Corporation (or any Parent or Subsidiary).\n\n            N. 1934 ACT shall mean the Securities Exchange Act of 1934, as\namended.\n\n            O. NON-STATUTORY OPTION shall mean an option not intended to satisfy\nthe requirements of Code Section 422.\n\n            P. OPTION GRANT PROGRAM shall mean the option grant program in\neffect under the Plan.\n\n            Q. OPTIONEE shall mean any person to whom an option is granted under\nthe Plan.\n\n            R. PARENT shall mean any corporation (other than the Corporation) in\nan unbroken chain of corporations ending with the Corporation, provided each\ncorporation in the unbroken chain (other than the Corporation) owns, at the time\nof the determination, stock possessing fifty percent (50%) or more of the total\ncombined voting power of all classes of stock in one of the other corporations\nin such chain.\n\n            S. PARTICIPANT shall mean any person who is issued shares of Common\nStock under the Stock Issuance Program.\n\n            T. PLAN shall mean the Corporation's 1999 Stock Option\/Stock\nIssuance Plan, as set forth in this document.\n\n            U. PLAN ADMINISTRATOR shall mean either the Board or the Committee\nacting in its capacity as administrator of the Plan.\n\n            V. SERVICE shall mean the provision of services to the Corporation\n(or any Parent or Subsidiary) by a person in the capacity of an Employee, a\nnon-employee member of the board of directors or a consultant or independent\nadvisor, except to the extent otherwise specifically provided in the documents\nevidencing the option grant.\n\n            W. STOCK EXCHANGE shall mean either the American Stock Exchange or\nthe New York Stock Exchange.\n\n            X. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by\nthe Corporation and the Participant at the time of issuance of shares of Common\nStock under the Stock Issuance Program.\n\n\n                                      A-3\n\n\n            Y. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in\neffect under the Plan.\n\n            Z. SUBSIDIARY shall mean any corporation (other than the\nCorporation) in an unbroken chain of corporations beginning with the\nCorporation, provided each corporation (other than the last corporation) in the\nunbroken chain owns, at the time of the determination, stock possessing fifty\npercent (50%) or more of the total combined voting power of all classes of stock\nin one of the other corporations in such chain.\n\n            AA. 10% STOCKHOLDER shall mean the owner of stock (as determined\nunder Code Section 424(d)) possessing more than ten percent (10%) of the total\ncombined voting power of all classes of stock of the Corporation (or any Parent\nor Subsidiary).\n\n\n                                      A-4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7939],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9539,9545],"class_list":["post-38370","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jetblue-airways-corp","corporate_contracts_industries-transportation__air","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38370","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38370"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38370"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38370"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38370"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}