Exhibit 10.9
RESIGNATION AGREEMENT AND
GENERAL RELEASE
This Resignation Agreement and General
Release (hereinafter the “Agreement”) is offered to Tom
Anderson (the “Executive”) this 17th day of January,
2007 by JetBlue Airways Corporation (the
“Company”).
WHEREAS, the Executive desires to resign his employment
with the Company as Senior Vice President of Supply Chain and
Aircraft Programs on February 13, 2007 (the “Resignation
Date”) and execute the resignation letter attached in
Appendix A to this Agreement; and
WHEREAS, the Company desires to retain the Executive as an
employee in a Senior Advisor role through December 31, 2007
(“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. Payment and Benefits . In consideration for the Executive’s
obligations herein, the Company shall provide the following
payments and benefits:
a. Payment. The Company shall continue to pay Executive his
regular pay as of the Resignation Date for a normal payroll period,
less all applicable withholdings from the Resignation Date through
December 31, 2007 (the “Advisory Role”).
b. Bonus. The
Company shall pay Executive a bonus payment for 2006 in the amount
that the Company may pay to its Senior Vice Presidents, if any,
which shall be paid on or around the time the Company pays out
bonus payments. The Executive specifically acknowledges and agrees
that he will not eligible for a bonus for 2007.
c. Executive will continue to receive
profit sharing, if paid by the Company, for 2006 and 2007, to be
paid in March 2007 and 2008, consecutively, into the
Executive’s Retirement Plan.
d. The Company shall continue to make
401K matching contributions on behalf of the Executive during the
Advisory Role.
e. Executive’s current stock
options will continue to vest pursuant to the JetBlue Airways
Corporation Stock Option Plan; provided, however, Executive shall
not be eligible to receive any additional option grants as of
February 13, 2007.
f. Benefits .
The Company agrees to continue the Executive’s medical and
dental benefits during the Advisory Role, subject to the terms and
conditions of the plans.
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g. Flight Benefits . The Executive and his immediate family shall be
eligible for positive space flight benefits for the life of the
Executive on JetBlue after the Separation Date, subject to the
terms and conditions of the Company’s pass travel programs
and any future changes to those programs.
2. No Other Payment or Benefits.
Except for payments and benefits
provided for in Paragraph 1 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.
3. Release .
In consideration of the obligations of the Company herein,
specifically the Executive’s employment in the Advisory Role
and the benefits described in Paragraph 1 of this Agreement to 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, 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 Rele
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