Section 5 – Corporate Governance and Management

(e)On June 28, 2007, upon recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”) of JetBlue Airways Corporation (the “Company”), the Board of Directors (the “Board”) of the Company approved and adopted the JetBlue Airways Corporation Executive Change in Control Severance Plan (the “Executive Plan”). The plan was adopted in order to insure stability within the Company during a period of uncertainty resulting from the possibility of a change in control of the Company.

The Executive Plan provides severance and welfare benefits to eligible employees who are involuntarily terminated from employment without cause or, in certain circumstances, when they resign during the two-year period following a change in control (a “Qualifying Termination Event”).

An employee of the Company with the title of Senior Vice President, Executive Vice President or higher rank (a “Tier I Employee”) who incurs a Qualifying Termination Event will be entitled to receive two years of salary and two times his or her target bonus for the year in which termination occurs. An employee of the Company with the title of Vice President or Director who is not otherwise covered by an individual employment agreement with the Company (a “Tier II Employee”) and who incurs a Qualifying Termination Event will be entitled to receive one year of salary and one times his or her target bonus for the year in which termination occurs. In addition, each employee covered by the Executive Plan will be entitled to: (1) payment of his or her accrued but unused paid time off as of the date of termination; (2) a pro rata portion of his or her annual bonus for the year in which termination occurs; and (3) payment for certain unreimbursed relocation expenses incurred by him or her (if any).

Each employee covered by the Executive Plan who incurs a Qualifying Termination Event will also be entitled to receive reimbursement for all costs incurred in procuring health and dental care coverage for such employee and his or her eligible dependents under COBRA. Such reimbursements will be made for 18 months, in the case of Tier I Employees, and one year, in the case of Tier II Employees. During the reimbursement period, if an eligible employee becomes covered under group health and dental care plans providing substantially comparable benefits to those provided to similarly situated active employees of the Company, then the aforementioned COBRA reimbursement payments will be eliminated.

With respect to Tier I Employees with the title of Executive Vice President or a higher rank, the Executive Plan also contains an excise tax gross-up provision whereby if such select Tier I Employee incurs any excise tax by reason of his or her receipt of any payment that constitutes an excess parachute payment, as defined in Section 280G of the Internal Revenue Code, the select Tier I Employee will be entitled to a gross-up payment in an amount that would place the select Tier I Employee in the same after-tax position he or she would have been in had no excise tax applied. With respect to Tier I Employees with the title of Senior Vice President and all Tier II Employees, the Executive Plan caps any payments that constitute an excess parachute payment, as defined in Section 280G of the Internal Revenue Code, at 2.99 times the select Tier I Employee’s and Tier II Employee’s average compensation in the preceding five years.

The Executive Plan may be amended or terminated by the Company at any time prior to a change in control. In addition, under the terms of the Executive Plan, the Board is required to reconsider the terms of the plan within the 90-day period immediately prior to the third anniversary of its adoption in light of then-current market practices.

2