{"id":40810,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-jetblue-airways-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-jetblue-airways-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-jetblue-airways-corp.html","title":{"rendered":"Indemnification Agreement &#8211; JetBlue Airways Corp."},"content":{"rendered":"<pre>                           JETBLUE AIRWAYS CORPORATION\n\n                            INDEMNIFICATION AGREEMENT\n\n                  INDEMNIFICATION AGREEMENT (this \"Agreement\") dated as of\n___________, 2001 by and among JetBlue Airways Corporation, a Delaware\ncorporation (the \"Company\") and ____________ (the \"Indemnitee\").\n\n\n                                    RECITALS\n\n                  A. The Company and Indemnitee recognize the continued\ndifficulty in obtaining liability insurance for its directors, officers,\nemployees, stockholders, controlling persons, agents and fiduciaries, the\nsignificant increases in the cost of such insurance and the general reductions\nin the coverage of such insurance.\n\n                  B. The Company and the Indemnitee further recognize the\nsubstantial increase in corporate litigation in general, which subjects\ndirectors, officers, employees, controlling persons, stockholders, agents and\nfiduciaries to expensive litigation risks at the same time as the availability\nand coverage of liability insurance has been severely limited.\n\n                  C. The Indemnitee does not regard the current protection\navailable as adequate under the present circumstances, and Indemnitee and other\ndirectors, officers, employees, stockholders, controlling persons, agents and\nfiduciaries of the Company may not be willing to serve in such capacities\nwithout additional protection.\n\n                  D. The Company (i) desires to attract and retain highly\nqualified individuals and entities, such as Indemnitee, to serve the Company\nand, in part, in order to induce Indemnitee to be involved with the Company and\n(ii) wishes to provide for the indemnification and advancing of expenses to\nIndemnitee to the maximum extent permitted by law.\n\n                  E. In view of the considerations set forth above, the Company\ndesires that the Indemnitee be indemnified by the Company as set forth herein.\n\n                  NOW, THEREFORE, the Company and Indemnitee hereby agree as\nfollows:\n\n                  1. INDEMNIFICATION.\n\n                        a. INDEMNIFICATION OF EXPENSES. The Company shall\nindemnify and hold harmless Indemnitee (including its respective directors,\nofficers, partners, members, employees, agents and spouse, as applicable) and\neach person who controls any of them or who may be liable within the meaning of\nSection 15 of the Securities Act of 1933, as amended (the \"Securities Act\"), or\nSection 20 of the Securities Exchange Act of 1934, as amended (the \"Exchange\nAct\"), to the fullest extent permitted by law if Indemnitee was or is or becomes\na party to or witness or \n\n\n\nother participant in, or is threatened to be made a party to or witness or other\nparticipant in, any threatened, pending or completed action, suit, proceeding or\nalternative dispute resolution mechanism, or any hearing, inquiry or\ninvestigation that Indemnitee believes might lead to the institution of any such\naction, suit, proceeding or alternative dispute resolution mechanism, whether\ncivil, criminal, administrative, investigative or other (hereinafter a \"Claim\")\nby reason of (or arising in part or in whole out of) any event or occurrence\nrelated to the fact that Indemnitee is or was or may be deemed a director,\nofficer, stockholder, employee, controlling person, agent or fiduciary of the\nCompany, or any subsidiary of the Company, or is or was or may be deemed to be\nserving at the request of the Company as a director, officer, stockholder,\nemployee, controlling person, agent or fiduciary of another corporation,\npartnership, limited liability company, joint venture, trust or other\nenterprise, or by reason of any action or inaction on the part of Indemnitee\nwhile serving in such capacity including, without limitation, any and all\nlosses, claims, damages, expenses and liabilities, joint or several (including\nany investigation, legal and other expenses incurred in connection with, and any\namount paid in settlement of, any action, suit, proceeding or any claim\nasserted) under the Securities Act, the Exchange Act or other federal or state\nstatutory law or regulation, at common law or otherwise or which relate directly\nor indirectly to the registration, purchase, sale or ownership of any securities\nof the Company or to any fiduciary obligation owed with respect thereto or as a\ndirect or indirect result of any Claim made by any stockholder of the Company\nagainst Indemnitee and arising out of or related to any round of financing of\nthe Company (including but not limited to Claims regarding non-participation, or\nnon-pro rata participation, in such round by such stockholder), or made by a\nthird party against Indemnitee based on any misstatement or omission of a\nmaterial fact by the Company in violation of any duty of disclosure imposed on\nthe Company by federal or state securities or common laws (hereinafter an\n\"Indemnification Event\") against any and all expenses (including attorneys' fees\nand all other costs, expenses and obligations incurred in connection with\ninvestigating, defending a witness in or participating in (including on appeal),\nor preparing to defend, be a witness in or participate in, any such action,\nsuit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or\ninvestigation), judgments, fines, penalties and amounts paid in settlement (if,\nand only if, such settlement is approved in advance by the Company, which\napproval shall not be unreasonably withheld) of such Claim and any federal,\nstate, local or foreign taxes imposed on Indemnitee as a result of the actual or\ndeemed receipt of any payments under this Agreement (collectively, hereinafter\n\"Expenses\"), including all interest, assessments and other charges paid or\npayable in connection with or in respect of such Expenses. Such payment of\nExpenses shall be made by the Company as soon as practicable but in any event no\nlater than ten (10) days after written demand by Indemnitee therefor is\npresented to the Company.\n\n                        b. REVIEWING PARTY. Notwithstanding the foregoing, (i)\nthe obligations of the Company under Section 1(a) shall be subject to the\ncondition that the Reviewing Party (as described in Section 10(e) hereof) shall\nnot have determined (in a written opinion, in any case in which the Independent\nLegal Counsel referred to in Section 1(e) hereof is involved) that Indemnitee\nwould not be permitted to be indemnified under applicable law, and (ii)\nIndemnitee acknowledges and agrees that the obligation of the Company to make an\nadvance payment of Expenses to Indemnitee pursuant to Section 2(a) (an \"Expense\nAdvance\") shall be subject to the condition that, if, when and to the extent\nthat the Reviewing Party determines that Indemnitee would not be permitted to be\nso indemnified under applicable law, the Company shall be entitled to be\nreimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all\nsuch amounts theretofore paid; provided, however, that if Indemnitee has\ncommenced or thereafter\n\n\n                                       2\n\n\n\ncommences legal proceedings in a court of competent jurisdiction to secure a\ndetermination that Indemnitee should be indemnified under applicable law, any\ndetermination made by the Reviewing Party that Indemnitee would not be permitted\nto be indemnified under applicable law shall not be binding and Indemnitee shall\nnot be required to reimburse the Company for any Expense Advance until a final\njudicial determination is made with respect thereto (as to which all rights of\nappeal therefrom have been exhausted or lapsed). Indemnitee's obligation to\nreimburse the Company for any Expense Advance shall be unsecured and no interest\nshall be charged thereon. If there has not been a Change in Control (as defined\nin Section 10(c) hereof), the Reviewing Party shall be selected by the Board of\nDirectors, and if there has been such a Change in Control (other than a Change\nin Control which has been approved by a majority of the Company's Board of\nDirectors who were directors immediately prior to such Change in Control), the\nReviewing Party shall be the Independent Legal Counsel referred to in Section\n1(e) hereof. If there has been no determination by the Reviewing Party or if the\nReviewing Party determines that Indemnitee substantively would not be permitted\nto be indemnified in whole or in part under applicable law, Indemnitee shall\nhave the right to commence litigation seeking an initial determination by the\ncourt or challenging any such determination by the Reviewing Party or any aspect\nthereof, including the legal or factual bases therefor, and the Company hereby\nconsents to service of process and to appear in any such proceeding. Any\ndetermination by the Reviewing Party otherwise shall be conclusive and binding\non the Company and Indemnitee.\n\n                        c. CONTRIBUTION. If the indemnification provided for in\nSection 1(a) above for any reason is held by a court of competent jurisdiction\nto be unavailable to Indemnitee in respect of any losses, claims, damages,\nexpenses or liabilities referred to therein, then the Company, in lieu of\nindemnifying Indemnitee thereunder, shall contribute to the amount paid or\npayable by Indemnitee as a result of such losses, claims, damages, expenses or\nliabilities (i) in such proportion as is appropriate to reflect the relative\nbenefits received by the Company and Indemnitee, or (ii) if the allocation\nprovided by clause (i) above is not permitted by applicable law, in such\nproportion as is appropriate to reflect not only the relative benefits referred\nto in clause (i) above but also the relative fault of the Company and Indemnitee\nin connection with the action or inaction which resulted in such losses, claims,\ndamages, expenses or liabilities, as well as any other relevant equitable\nconsiderations. In connection with the registration of the Company's securities,\nthe relative benefits received by the Company and Indemnitee shall be deemed to\nbe in the same respective proportions that the net proceeds from the offering\n(before deducting expenses) received by the Company and Indemnitee, in each case\nas set forth in the table on the cover page of the applicable prospectus, bear\nto the aggregate public offering price of the securities so offered. The\nrelative fault of the Company and Indemnitee shall be determined by reference\nto, among other things, whether the untrue or alleged untrue statement of a\nmaterial fact or the omission or alleged omission to state a material fact\nrelates to information supplied by the Company or Indemnitee and the parties'\nrelative intent, knowledge, access to information and opportunity to correct or\nprevent such statement or omission.\n\n                  The Company and Indemnitee agree that it would not be just and\nequitable if contribution pursuant to this Section 1(c) were determined by pro\nrata or per capita allocation or by any other method of allocation which does\nnot take account of the equitable considerations referred to in the immediately\npreceding paragraph. In connection with the registration of the Company's\nsecurities, in no event shall Indemnitee be required to contribute any amount\nunder this Section 1(c) in excess of the lesser of (i) that proportion of the\ntotal of such losses, claims, \n\n\n                                       3\n\n\ndamages or liabilities indemnified against equal to the proportion of the total\nsecurities sold under such registration statement which is being sold by\nIndemnitee or (ii) the proceeds received by Indemnitee from its sale of\nsecurities under such registration statement. No person found guilty of\nfraudulent misrepresentation (within the meaning of Section 11(f) of the\nSecurities Act) shall be entitled to contribution from any person who was not\nfound guilty of such fraudulent misrepresentation.\n\n                        d. SURVIVAL REGARDLESS OF INVESTIGATION. The\nindemnification and contribution provided for in this Section 1 will remain in\nfull force and effect regardless of any investigation made by or on behalf of\nIndemnitee or any officer, director, employee, agent, shareholder, partner,\nmember or controlling person of the Indemnitee.\n\n                        e. CHANGE IN CONTROL. The Company agrees that if there\nis a Change in Control of the Company (other than a Change in Control which has\nbeen approved by a majority of the Company's Board of Directors who were\ndirectors immediately prior to such Change in Control) then, with respect to all\nmatters thereafter arising concerning the rights of Indemnitee to payments of\nExpenses under this Agreement or any other agreement or under the Company's\nCertificate of Incorporation, as amended (the \"Certificate\"), or Bylaws as now\nor hereafter in effect, Independent Legal Counsel (as defined in Section 10(d)\nhereof) shall be selected by Indemnitee and approved by the Company (which\napproval shall not be unreasonably withheld). Such counsel, among other things,\nshall render its written opinion to the Company and Indemnitee as to whether and\nto what extent Indemnitee would be permitted to be indemnified under applicable\nlaw. The Company agrees to abide by such opinion and to pay the reasonable fees\nof the Independent Legal Counsel referred to above and to fully indemnify such\ncounsel against any and all expenses (including attorneys' fees), claims,\nliabilities and damages arising out of or relating to this Agreement or its\nengagement pursuant hereto.\n\n                        f. MANDATORY PAYMENT OF EXPENSES. Notwithstanding any\nother provision of this Agreement, to the extent that Indemnitee has been\nsuccessful on the merits or otherwise, including, without limitation, the\ndismissal of an action without prejudice, in the defense of any action, suit,\nproceeding, inquiry or investigation referred to in Section 1(a) hereof or in\nthe defense of any claim, issue or matter therein, Indemnitee shall be\nindemnified against all Expenses incurred by Indemnitee in connection herewith.\n\n                2. EXPENSES; INDEMNIFICATION PROCEDURE.\n\n                        a. ADVANCEMENT OF EXPENSES. The Company shall advance\nall Expenses incurred by Indemnitee. The advances to be made hereunder shall be\npaid by the Company to Indemnitee as soon as practicable but in any event no\nlater than fifteen (15) days after written demand by Indemnitee therefor to the\nCompany.\n\n                        b. NOTICE\/COOPERATION BY INDEMNITEE. Indemnitee shall\ngive the Company notice as soon as practicable of any Claim made against\nIndemnitee for which indemnification will or could be sought under this\nAgreement. Notice to the Company shall be directed to the Chief Executive\nOfficer of the Company at the address shown on the signature page of this\nAgreement (or such other address as the Company shall designate in writing to\nIndemnitee).\n\n\n\n                                       4\n\n\n                        c. NO PRESUMPTIONS; BURDEN OF PROOF. For purposes of\nthis Agreement, the termination of any Claim by judgment, order, settlement\n(whether with or without court approval) or conviction, or upon a plea of nolo\ncontendere, or its equivalent, shall not create a presumption that Indemnitee\ndid not meet any particular standard of conduct or have any particular belief or\nthat a court has determined that indemnification is not permitted by applicable\nlaw. In addition, neither the failure of the Reviewing Party to have made a\ndetermination as to whether Indemnitee has met any particular standard of\nconduct or had any particular belief, nor an actual determination by the\nReviewing Party that Indemnitee has not met such standard of conduct or did not\nhave such belief, prior to the commencement of legal proceedings by Indemnitee\nto secure a judicial determination that Indemnitee should be indemnified under\napplicable law, shall be a defense to Indemnitee's claim or create a presumption\nthat Indemnitee has not met any particular standard of conduct or did not have\nany particular belief. In connection with any determination by the Reviewing\nParty or otherwise as to whether Indemnitee is entitled to be indemnified\nhereunder, the burden of proof shall be on the Company to establish that\nIndemnitee is not so entitled.\n\n                        d. NOTICE TO INSURERS. If, at the time of the receipt by\nthe Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company\nhas liability insurance in effect which may cover such Claim, the Company shall\ngive prompt written notice of the commencement of such Claim to the insurers in\naccordance with the procedures set forth in each of the policies. The Company\nshall thereafter take all necessary or desirable action to cause such insurers\nto pay, on behalf of Indemnitee, all amounts payable as a result of such action,\nsuit, proceeding, inquiry or investigation in accordance with the terms of such\npolicies.\n\n                        e. SELECTION OF COUNSEL. In the event the Company shall\nbe obligated hereunder to pay the Expenses of any Claim, the Company shall be\nentitled to assume the defense of such Claim, with counsel reasonably approved\nby Indemnitee, upon the delivery to Indemnitee of written notice of its election\nto do so. After delivery of such notice, approval of such counsel by Indemnitee\nand the retention of such counsel by the Company, the Company will not be liable\nto Indemnitee under this Agreement for any fees of counsel subsequently incurred\nby Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee\nshall have the right to employ Indemnitee's counsel in any such Claim at\nIndemnitee's expense; (ii) Indemnitee shall have the right to employ its own\ncounsel in connection with any such proceeding, at the expense of the Company,\nif such counsel serves in a review, observer, advice and counseling capacity and\ndoes not otherwise materially control or participate in the defense of such\nproceeding; and (iii) if (A) the employment of counsel by Indemnitee has been\npreviously authorized by the Company, (B) Indemnitee shall have reasonably\nconcluded that there is a conflict of interest between the Company and\nIndemnitee in the conduct of any such defense, or (C) the Company shall not\ncontinue to retain such counsel to defend such Claim, then the fees and expenses\nof Indemnitee's counsel shall be at the expense of the Company.\n\n                3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.\n\n                        a. SCOPE. The Company hereby agrees to indemnify\nIndemnitee to the fullest extent permitted by law, even if such indemnification\nis not specifically authorized by the other provisions of this Agreement or any\nother agreement, the Certificate, the Company's Bylaws or by statute. In the\nevent of any change after the date of this Agreement in any applicable law,\nstatute or rule which expands the right of a Delaware corporation to indemnify a\nmember of its Board of Directors or an officer, stockholder, employee,\ncontrolling person, agent or fiduciary, it is the intent of the parties hereto\nthat Indemnitee shall enjoy by this Agreement the greater benefits afforded by\nsuch change. In the event of any change in any applicable law, statute or rule\nwhich narrows the right of a Delaware corporation to indemnify a \n\n\n                                       5\n\n\nmember of its Board of Directors or an officer, employee, agent or fiduciary,\nsuch change, to the extent not otherwise required by such law, statute or rule\nto be applied to this Agreement, shall have no effect on this Agreement or the\nparties' rights and obligations hereunder except as set forth in Section 8(a)\nhereof.\n\n                        b. NONEXCLUSIVITY. Notwithstanding anything in this\nAgreement, the indemnification provided by this Agreement shall be in addition\nto any rights to which Indemnitee may be entitled under the Certificate, the\nCompany's Bylaws, any agreement, any vote of stockholders or disinterested\ndirectors, the laws of the State of Delaware, or otherwise. Notwithstanding\nanything in this Agreement, the indemnification provided under this Agreement\nshall continue as to the Indemnitee for any action the Indemnitee took or did\nnot take while serving in an indemnified capacity even though the Indemnitee may\nhave ceased to serve in such capacity and such indemnification shall inure to\nthe benefit of the Indemnitee from and after the Indemnitee's first day of\nservice as an officer of the Company or as a director with the Company or\naffiliation with a director from and after the date such director commences\nservices as a director with the Company.\n\n                4. NO DUPLICATION OF PAYMENTS. The Company shall not be liable\nunder this Agreement to make any payment in connection with any Claim made\nagainst the Indemnitee to the extent the Indemnitee has otherwise actually\nreceived payment (under any insurance policy, Certificate, Bylaws or otherwise)\nof the amounts otherwise indemnifiable hereunder.\n\n                5. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under\nany provision of this Agreement to indemnification by the Company for any\nportion of Expenses incurred in connection with any Claim, but not, however, for\nall of the total amount thereof, the Company shall nevertheless indemnify\nIndemnitee for the portion of such Expenses to which such Indemnitee is\nentitled.\n\n                6. MUTUAL ACKNOWLEDGEMENT. The Company and Indemnitee \nacknowledge that in certain instances, Federal law or applicable public policy\nmay prohibit the Company from indemnifying its directors, officers, employees,\ncontrolling persons, agents or fiduciaries under this Agreement or otherwise.\n\n                7. LIABILITY INSURANCE. To the extent the Company maintains\nliability insurance applicable to directors, officers, employees, control\npersons, agents or fiduciaries, each Indemnitee shall be covered by such\npolicies in such a manner as to provide Indemnitee the same rights and benefits\nas are accorded to the most favorably insured of the Company's directors, if\nIndemnitee is a director, or of the Company's officers, if Indemnitee is not a\ndirector of the Company but is an officer; or of the Company's key employees,\ncontrolling persons, agents or fiduciaries, if Indemnitee is not an officer or\ndirector but is a key employee, agent, control person, or fiduciary.\n\n                8. EXCEPTIONS. Any other provision herein to the contrary\nnotwithstanding, the Company shall not be obligated pursuant to the terms of\nthis Agreement:\n\n\n\n                                       6\n\n\n                        a. Claims Under Section 16(b). To indemnify Indemnitee\nfor expenses and the payment of profits arising from the purchase and sale by\nIndemnitee of securities in violation of Section 16(b) of the Exchange Act or\nany similar successor statute; or\n\n                        b. Unlawful Indemnification. To indemnify Indemnitee if\na final decision by a court having jurisdiction in the matter shall determine\nthat such indemnification is not lawful.\n\n                9. PERIOD OF LIMITATIONS. No legal action shall be brought and \nno cause of action shall be asserted by or in the right of the Company against\nIndemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal\nrepresentatives after the expiration of five (5) years from the date of accrual\nof such cause of action, and any claim or cause of action of the Company shall\nbe extinguished and deemed released unless asserted by the timely filing of a\nlegal action within such five (5) year period; PROVIDED, HOWEVER, that if any\nshorter period of limitations is otherwise applicable to any such cause of\naction, such shorter period shall govern.\n\n                10. CONSTRUCTION OF CERTAIN PHRASES.\n\n                        a. For purposes of this Agreement, references to the\n\"Company\" shall include, in addition to the resulting corporation, any\nconstituent corporation (including any constituent of a constituent) absorbed in\na consolidation or merger which, if its separate existence had continued, would\nhave had power and authority to indemnify its directors, officers, employees,\nagents or fiduciaries, so that if Indemnitee is or was or may be deemed a\ndirector, officer, employee, agent, control person, or fiduciary of such\nconstituent corporation, or is or was or may be deemed to be serving at the\nrequest of such constituent corporation as a director, officer, employee,\ncontrol person, agent or fiduciary of another corporation, partnership, joint\nventure, employee benefit plan, trust or other enterprise, Indemnitee shall\nstand in the same position under the provisions of this Agreement with respect\nto the resulting or surviving corporation as Indemnitee would have with respect\nto such constituent corporation if its separate existence had continued.\n\n                        b. For purposes of this Agreement, references to \"other\nenterprises\" shall include employee benefit plans; references to \"fines\" shall\ninclude any excise taxes assessed on Indemnitee with respect to an employee\nbenefit plan; and references to \"serving at the request of the Company\" shall\ninclude any service as a director, officer, employee, agent or fiduciary of the\nCompany which imposes duties on, or involves services by, such director,\nofficer, employee, agent or fiduciary with respect to an employee benefit plan,\nits participants or its beneficiaries; and if Indemnitee acted in good faith and\nin a manner Indemnitee reasonably believed to be in the interest of the\nparticipants and beneficiaries of an employee benefit plan, Indemnitee shall be\ndeemed to have acted in a manner \"not opposed to the best interests of the\nCompany\" as referred to in this Agreement.\n\n                        c. For purposes of this Agreement a \"Change in Control\"\nshall be deemed to have occurred if (i) any \"person\" (as such term is used in\nSections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or\nother fiduciary holding securities under an employee benefit plan of the Company\nor a corporation owned directly or indirectly by the stockholders of the Company\nin substantially the same proportions as their ownership of stock of the\nCompany, (A) who is or becomes the beneficial owner, directly or indirectly, of\nsecurities of \n\n\n                                       7\n\n\nthe Company representing 20% or more of the combined voting power\nof the Company's then outstanding Voting Securities, increases his beneficial\nownership of such securities by 5% or more over the percentage so owned by such\nperson, or (B) becomes the \"beneficial owner\" (as defined in Rule 13d-3 under\nsaid Exchange Act), directly or indirectly, of securities of the Company\nrepresenting more than 30% of the total voting power represented by the\nCompany's then outstanding Voting Securities, (ii) during any period of two\nconsecutive years, individuals who at the beginning of such period constitute\nthe Board of Directors of the Company and any new director whose election by the\nBoard of Directors or nomination for election by the Company's stockholders was\napproved by a vote of at least two-thirds (2\/3) of the directors then still in\noffice who either were directors at the beginning of the period or whose\nelection or nomination for election was previously so approved, cease for any\nreason to constitute a majority thereof, or (iii) the stockholders of the\nCompany approve a merger or consolidation of the Company with any other\ncorporation other than a merger or consolidation which would result in the\nVoting Securities of the Company outstanding immediately prior thereto\ncontinuing to represent (either by remaining outstanding or by being converted\ninto Voting Securities of the surviving entity) at least two-thirds (2\/3) of the\ntotal voting power represented by the Voting Securities of the Company or such\nsurviving entity outstanding immediately after such merger or consolidation, or\nthe stockholders of the Company approve a plan of complete liquidation of the\nCompany or an agreement for the sale or disposition by the Company of (in one\ntransaction or a series of transactions) all or substantially all of the\nCompany's assets.\n\n                        d. For purposes of this Agreement, \"Independent Legal\nCounsel\" shall mean an attorney or firm of attorneys, selected in accordance\nwith the provisions of Section 1(e) hereof, who shall not have otherwise\nperformed services for the Company or Indemnitee within the last three (3) years\n(other than with respect to matters concerning the right of Indemnitee under\nthis Agreement, or of other indemnitees under similar indemnity agreements).\n\n                        e. For purposes of this Agreement, a \"Reviewing Party\"\nshall mean any appropriate person or body consisting of a member or members of\nthe Company's Board of Directors or any other person or body appointed by the\nBoard of Directors who is not a party to the particular Claim for which\nIndemnitee is seeking indemnification, or Independent Legal Counsel.\n\n                        f. For purposes of this Agreement, \"Voting Securities\"\nshall mean any securities of the Company that vote generally in the election of\ndirectors.\n\n                11. COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, each of which shall constitute an original.\n\n                12. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall\nbe binding upon and inure to the benefit of and be enforceable by the parties\nhereto and their respective successors, assigns, including any direct or\nindirect successor by purchase, merger, consolidation or otherwise to all or\nsubstantially all of the business and\/or assets of the Company, spouses, heirs,\nand personal and legal representatives. The Company shall require and cause any\nsuccessor (whether direct or indirect by purchase, merger, consolidation or\notherwise) to all, substantially all, or a substantial part, of the business\nand\/or assets of the Company, by written agreement in form and substance\nsatisfactory to Indemnitee, expressly to assume and agree to perform this\nAgreement in the same manner and to the same extent that the Company would be\n\n\n\n                                       8\n\n\nrequired to perform if no such succession had taken place. This Agreement shall\ncontinue in effect with respect to Claims relating to Indemnifiable Events\nregardless of whether Indemnitee continues to serve as a director, officer,\nemployee, agent, controlling person, or fiduciary of the Company or of any other\nenterprise, including subsidiaries of the Company, at the Company's request.\n\n                13. ATTORNEYS' FEES. In the event that any action is instituted \nby Indemnitee under this Agreement or under any liability insurance policies\nmaintained by the Company to enforce or interpret any of the terms hereof or\nthereof, Indemnitee shall be entitled to be paid all Expenses incurred by\nIndemnitee with respect to such action, regardless of whether Indemnitee is\nultimately successful in such action, and shall be entitled to the advancement\nof Expenses with respect to such action, unless, as a part of such action, a\ncourt of competent jurisdiction over such action determines that each of the\nmaterial assertions made by Indemnitee as a basis for such action was not made\nin good faith or was frivolous. In the event of an action instituted by or in\nthe name of the Company under this Agreement to enforce or interpret any of the\nterms of this Agreement, the Indemnitee shall be entitled to be paid all\nExpenses incurred by Indemnitee in defense of such action (including costs and\nexpenses incurred with respect to Indemnitee counterclaims and cross-claims made\nin such action), and shall be entitled to the advancement of Expenses with\nrespect to such action.\n\n                14. NOTICE. All notices and other communications required or\npermitted hereunder shall be in writing, shall be effective when given, and\nshall in any event be deemed to be given (a) five (5) days after deposit with\nthe U.S. Postal Service or other applicable postal service, if delivered by\nfirst class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)\none business day after the business day of deposit with Federal Express or\nsimilar overnight courier, freight prepaid, or (d) one day after the business\nday of delivery by facsimile transmission, if deliverable by facsimile\ntransmission, with copy by first class mail, postage prepaid, and shall be\naddressed if to Indemnitee, at Indemnitee's address as set forth beneath the\nIndemnitee's signature to this Agreement and if to the Company at the address of\nits principal corporate offices (attention: Secretary) or at such other address\nas such party may designate by ten (10) days' advance written notice to the\nother party hereto.\n\n                15. SEVERABILITY. The provisions of this Agreement shall be\nseverable in the event that any of the provisions hereof (including any\nprovision within a single section, paragraph or sentence) are held by a court of\ncompetent jurisdiction to be invalid, void or otherwise unenforceable, and the\nremaining provisions shall remain enforceable to the fullest extent permitted by\nlaw. Furthermore, to the fullest extent possible, the provisions of this\nAgreement (including, without limitations, each portion of this Agreement\ncontaining any provision held to be invalid, void or otherwise unenforceable,\nthat is not itself invalid, void or unenforceable) shall be construed so as to\ngive effect to the intent manifested by the provision held invalid, illegal or\nunenforceable.\n\n                16. CHOICE OF LAW. This Agreement shall be governed by and its\nprovisions construed and enforced in accordance with the laws of the State of\nDelaware, as applied to contracts between Delaware residents, entered into and\nto be performed entirely within the State of Delaware, without regard to the\nconflict of laws principles thereof.\n\n\n\n                                       9\n\n\n                17. SUBROGATION. In the event of payment under this Agreement, \nthe Company shall be subrogated to the extent of such payment to all of the\nrights of recovery of Indemnitee who shall execute all documents required and\nshall do all acts that may be necessary to secure such rights and to enable the\nCompany effectively to bring suit to enforce such rights.\n\n                18. AMENDMENT AND TERMINATION. No amendment, modification,\ntermination or cancellation of this Agreement shall be effective unless it is in\nwriting signed by the parties to be bound thereby. Notice of same shall be\nprovided to all parties hereto. No waiver of any of the provisions of this\nAgreement shall be deemed or shall constitute a waiver of any other provisions\nhereof (whether or not similar) nor shall such waiver constitute a continuing\nwaiver.\n\n                19. CORPORATE AUTHORITY. The Board of Directors of the Company \nand its stockholders in accordance with Delaware law have approved the terms of\nthis Agreement.\n\n\n\n                [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]\n\n\n\n                                       10\n\n\n\n                  IN WITNESS WHEREOF, the parties hereto have executed this\nIndemnification Agreement on and as of the day and year first above written.\n\n                                     JETBLUE AIRWAYS CORPORATION,\n                                     A DELAWARE CORPORATION\n\n                                     BY:  \n                                         ---------------------------------------\n                                         David Neeleman, Chief Executive Officer\n                                         and Director\n\n                                     INDEMNITEE:\n\n                                         ---------------------------------------\n                                             [Name, Title]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                  [Signature Page to Indemnification Agreement]\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":[9553,9557],"class_list":["post-40810","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jetblue-airways-corp","corporate_contracts_industries-transportation__air","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40810","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=40810"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40810"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40810"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40810"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}