Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 13, 2020, Joel Peterson, the Chair of the Board of Directors (the "Board") of JetBlue Airways Corporation (the "Company"), Mr. Frank Sica, the Vice Chair of the Board, and Mr. Stephan Gemkow, a Director of the Board, each notified the Company that he had decided to retire from the Board and, therefore, would not seek re-election to the Board at the Company's 2020 Annual Meeting of Stockholders scheduled for May 2020. Mr. Peterson has served on the Board since 1999, Mr. Sica has served on the Board since 1998, and Mr. Gemkow has served on the Board since 2008.

The Company thanks Mr. Peterson, Mr. Sica and Mr. Gemkow for their many years of exemplary service to the Board and to the Company.

(e) On February 13, 2020, the Company and Mr. Robin Hayes, the Company's Chief Executive Officer, executed an amendment to Mr. Hayes' employment agreement to (i) extend his term of employment through July 31, 2022; (ii) amend his base salary to $625,000, effective as of February 1, 2020, subject to future adjustments at the discretion of the Board; and (iii) amend his annual incentive bonus target to be 150% of base salary for 2020, subject to future adjustments at the discretion of the Board. The remaining terms of Mr. Hayes' employment agreement are unchanged.

The Board approved the foregoing changes to Mr. Hayes' employment agreement.




Item 9.01 Financial Statements and Exhibits
(d) Exhibits


Exhibit
Number        Description
10.41(b)        Amendment No. 2 to the Employment Agreement between JetBlue
              Airways Corporation and Robin Hayes, dated February 13, 2020.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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