Exhibit 10.10
AGREEMENT AND GENERAL
RELEASE
This Agreement and General Release
(hereinafter the “Agreement”) is offered to John Owen
(the “Executive”) this 22 nd day of January,
2007 by JetBlue Airways Corporation (the
“Company”).
WHEREAS, the Executive desires to resign his employment
with the Company as Executive Vice President and as trustee of the
JetBlue Airways Corporation Retirement Plan on March 6, 2007 (the
“Resignation Date”), whereon Executive’s
Employment Agreement, dated November 28, 1998 (“Employment
Agreement”), shall terminate; and
WHEREAS, the Company desires to retain the Executive as a
Senior Advisor through December 31, 2008 (“Separation
Date”).
NOW THEREFORE
, in consideration of the mutual
covenants and conditions set forth below, and intending to be
legally bound thereby, the Company and the Executive covenant and
agree as follows:
1. Resignation . The Executive agrees to resign his employment
with the Company as Executive Vice President of Supply Chain and IT
and as trustee of the JetBlue Airways Corporation Retirement Plan
by executing the resignation letter attached as Appendix A hereto,
at which time his Employment Agreement shall terminate; provided,
however, any continuing obligations set forth in that Employment
Agreement, including, but not limited to, Section 5, Confidential
Information and Covenant Not to Compete, shall survive.
2. Payment and Benefits . In consideration for the Executive’s
obligations herein, the Company shall provide the following
payments and benefits:
a. Payment. The Executive shall continue to receive his Base
Salary, as set forth in his Employment Agreement, less all
applicable withholdings and deductions, from the Resignation Date
through December 31, 2008 (the “Advisory Role”). During
the Advisory Role, Executive shall continue to be employed by the
Company with duties to be mutually agreed upon by the parties. At
the end of the Advisory Role, the Executive shall receive a lump
sum payment of One Hundred and Fifty Thousand Dollars and No Cents
($150,000.00) subject to the Executive executing the Updated
General Release attached as Appendix B to this Agreement (the
“Lump Sum Payment”). Such Lump Sum Payment shall be
made within 15 business days of the Executive’s execution of
the Updated General Release attached as Appendix B.
b. Bonus. The
Company shall pay Executive a bonus payment for 2006 of Seventy
Five Thousand Dollars ($75,000) as set forth in Section 2.3 of his
Employment Agreement. The bonus will be paid on or around March 15,
2007. The Executive specifically acknowledges and agrees that his
employment during the Advisory Role will not be bonus
eligible.
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c. Profit Sharing . Executive will continue to receive profit
sharing, if paid by the Company, for 2006, 2007 and 2008, to be
paid in March 2007, 2008 and 2009 consecutively, into the
Executive’s retirement plan.
d. 401k . The
Company shall continue to make 401K matching contributions on
behalf of the Executive during the Advisory Role.
e. Stock Options . Executive’s current stock options will
continue to vest pursuant to the JetBlue Airways Corporation Stock
Option Plan during the Advisory Role; however, Executive shall not
be eligible to receive any additional option grants as of March 6,
2007.
f. Benefits .
The Company agrees to continue the Executive’s existing
medical and dental benefits through the Advisory Role, subject to
the terms and conditions of the plans. At the termination of the
Advisory Role, the Company agrees to pay the Executive’s
COBRA premiums, on a monthly basis, for a period of 18 months,
subject to the Executive executing the Updated Release Attached as
Appendix B to this Agreement.
g. Flight Benefits . The Executive and his immediate family shall be
eligible for unlimited positive space flight benefits for the life
of the Executive on JetBlue, subject to the other terms and
conditions of the Company’s pass travel programs.
3. No Other Payment or Benefits.
Except for the payments and benefits
provided for in Paragraph 2 of this Agreement, and those accrued
but unused benefits to which the Executive is entitled, the
Executive hereby acknowledges and agrees that the Executive is not
entitled to any other compensation or benefits of any kind from the
Company, including, but not limited to, any claims for salary,
bonuses, severance, or any other payments or benefits whatsoever
under any Company plan or program.
4. Release .
In consideration of the obligations of the Company herein,
specifically some of the payment and benefits described in
Paragraph 2 of this Agreement,
some of which the Executive acknowledges that the Executive is not
otherwise entitled, the Executive hereby fully and forever
unconditionally releases and discharges the Company and all of its
past or present officers, directors, employees, insurers, agents,
subsidiaries, successors and assigns (hereinafter referred to
collectively as the “Releasees”), from any and all
manner of actions and causes of action, suits, debts, dues,
accounts, bonds, covenants, contracts, agreements, judgments,
charges, claims and demands whatsoever which the Executive, the
Executive’s heirs, executors, administrators and assigns has,
or may hereafter have against the Releasees arising out of or by
reason of any cause, matter or thing whatsoever occurring on or
before the Effective Date of this Agreement, including, but without
limitation to, any or all matters relating to the Executive’s
employment by the Company and the separation thereof, the
Executive’s benefits, and all matters
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arising under any international,
federal, state, or local statute, rule or regulation or principle
of contract law or common law, in law or in equity, including, but
not limited to, claims arising under Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act of 1967, the
Employee Retirement Income Security Act of 1974, the Americans with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993,
all as amended, and any other federal, state or local laws
regarding employment discrimination, excepting only claims for worker’s compensation,
unemployment compensation and rights under the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”). The Executive does
not waive or release any rights arising after the Effective Date of
this Agreement. Nothing in this Agreement and Release shall be
construed to prevent Executive from filing a charge with, or
participating in an investigation conducted by, the U.S. EEOC or
applicable state agency, to the extent required or permitted by law
or to prevent any challenge by the Executive to the waiver and
release of any claim under the ADEA.
5. Non-Compete . The parties agree that during the Advisory Role,
if the Executive engages in Competitive Activity, which shall be
defined as directly or indirectly owning, managing, operating,
joining, controlling or participating in the ownership, management,
operation or control of, or be employed by, any of the following
air carriers: American Airlines, Delta Air Lines, US Airways,
Northwest Airlines, United Air Lines, Continental Airlines,
Southwest Airlines, Airtran Airways, Frontier Airlines, Spirit
Airlines, Skybus and Virgin America (the “Co
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