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JETBLUE AIRWAYS CORPORATION-2014Annual Report66
PART II
ITEM 9Changes and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9. Changes and Disagreements with
Accountants on Accounting and Financial
Disclosure
None.
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure
that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the
Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and our Chief Financial Officer,
or CFO, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO and CFO, performed an evaluation of
the effectiveness of our disclosure controls and procedures as of December 31, 2014. Based on that evaluation, our CEO and CFO concluded that our
disclosure controls and procedures were effective as of December 31, 2014.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule
15d-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, our management
concluded that our internal control over financial reporting was effective as of December 31, 2014 to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP.
Ernst & Young LLP, the independent registered public accounting firm that audited our Consolidated Financial Statements included in this Annual Report
on Form 10-K, audited the effectiveness of our internal control over financial reporting as of December 31, 2014. Ernst & Young LLP has issued their
report which is included elsewhere herein.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2014, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or
Rule 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our controls performed during that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
On February 12, 2015, the Company and Mr. Hayes executed an employment
agreement for Mr. Hayes as Chief Executive Officer and President of the
Company. The agreement commences on February 16, 2015, when
Mr. Hayes becomes the Company’s CEO and President. The term is a
three year term, with a renewal option for a second three year term, at the
discretion of the Board. Mr. Hayes will be paid an annual salary at the rate
of $550,000, subject to adjustment periodically thereafter at the discretion
of the Board. He will be paid an annual incentive bonus as provided by
the Company to its senior executives, currently at a target of 100% of the
base salary, subject to the review and approval of the Board of Directors
in its discretion. Mr. Hayes will also be eligible to receive an annual award
of restricted stock units and an annual award of performance stock units,
both pursuant to the Company’s 2011 Incentive Compensation Plan and
related award agreement. The agreement provides for health, welfare and
flight benefits as provided to other senior executive officers of the Company.
The agreement provides for termination for cause, and for severance should
Mr. Hayes be terminated during the term without cause. The agreement
provides for customary confidentiality, non-competition, non-solicitation
and non-disparagement provisions.