JetBlue Airlines 2005 Annual Report Download - page 76

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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Code of Ethics
We have adopted a Code of Ethics within the meaning of Item 406(b) of SEC Regulation S-K.
This Code of Ethics applies to our principal executive officer, principal financial officer and principal
accounting officer. This Code of Ethics is publicly available on our website at investor.jetblue.com. If
we make substantive amendments to this Code of Ethics or grant any waiver, including any implicit
waiver, we will disclose the nature of such amendment or waiver on our website or in a report on
Form 8-K within four days of such amendment or waiver.
Audit Committee Financial Expert
Our Board of Directors has determined that at least one person serving on the Audit Committee
is an ‘‘audit committee financial expert’’ as defined under Item 401(h) of SEC Regulation S-K. Joy
Covey, the Chair of the Audit Committee, is an ‘‘audit committee financial expert’’ and is independent
as defined under applicable SEC and Nasdaq rules.
Information relating to executive officers is set forth in Part I of this report following Item 4
under ‘‘Executive Officers of the Registrant.’’ The other information required by this Item is
incorporated by reference from our definitive proxy statement for our 2006 Annual Meeting of
Stockholders to be held on May 18, 2006 to be filed with the SEC pursuant to Regulation 14A within
120 days after the end of our 2005 fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from our definitive proxy
statement for our 2006 Annual Meeting of Stockholders to be held on May 18, 2006.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The table below provides information relating to our equity compensation plans (including
individual compensation arrangements) under which our common stock is authorized for issuance as
of December 31, 2005, as adjusted for stock splits:
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
first column)
Equity compensation plans approved by
security holders ........................... 34,600,434 $ 11.41 12,324,820
Equity compensation plans not approved by
security holders ........................... — — —
Total....................................... 34,600,434 $ 11.41 12,324,820
The number of shares reserved for issuance under our Crewmember Stock Purchase Plan and
2002 Stock Incentive Plan automatically increases on January 1 each year by three and four percent,
respectively, of the total number of shares of our common stock outstanding on the last trading day in
December of the prior calendar year. See Note 7 to our consolidated financial statements for further
information regarding the material features of the above plans.
68