Common use of Payments to Executive Clause in Contracts

Payments to Executive. (a) Upon the occurrence of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment for “Good Reason” (as defined below), either occurring within twelve (12) months following the effective date of a “Change in Control” (as defined below) (“Termination of Employment”), the Company or the Bank shall pay Executive (or in the event of his subsequent death, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve (12) months following the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify as a “Separation from Service” as defined below; and (ii) to the extent that Executive is a “Specified Employee” (as defined below), payments shall not begin hereunder until the first day of the seventh month following Executive’s Separation from Service and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To the extent amounts payable under this Agreement are determined by the Bank, in good faith, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local law. (b) In addition, upon the occurrence of Executive’s Termination of Employment, Executive will have such rights as specified in any other employee benefit plan (including, but not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan). (c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s resignation from the Bank’s employ within one hundred and twenty (120) days after the occurrence of any of the following events, provided, however, that Executive must give the Bank at least sixty (60) days prior written notice of intent to terminate employment due to Good Reason:

Payments to Executive. (a) Upon the occurrence of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment for “Good Reason” (as defined Subject to Section 3 below), either occurring within twelve (12) months following the effective date of a “Change in Control” (as defined below) (“Termination of Employment”), the Company or the Bank shall pay Executive (or in the event of his subsequent death, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve (12) months following the date of such Termination of Employment, provided, however, (i) that such until the earlier of (x) the Termination of Employment must qualify as a “Separation from Service” as defined below; Date and (y) the date, if any, on which the Executive accepts full time salaried employment with any third party, Employer will continue to pay Executive’s base salary at the annual rate currently in effect and (ii) from the Termination Date until the earlier of (x) December 31, 2006 and (y) the date, if any, on which the Executive accepts full time salaried employment with any third party, Employer will pay to the extent that Executive, as complete and total compensation for Executive’s duties as a member of the Boards of Directors and in consideration of the Executive is entering into this Agreement and the covenants and agreements contained herein, including without limitation those contained in Sections 7 and 8 hereof, and the general release of claims in Section 9 hereof, a fee of $10,000 per month (and a pro-rated portion for any partial months) (the “Specified Employee” (as defined belowFee Payments”), payments shall not begin hereunder until the first day of the seventh month following Executivein accordance with Employer’s Separation from Service normal payroll practices and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To the extent amounts payable under this Agreement are determined as reduced by the Bank, in good faith, to be subject to federal, state deductions or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local withholdings required by law. (b) In additionSubject to Section 3 below, and provided that the Executive has signed (and not revoked) a General Release in the form attached hereto as Exhibit A (the “General Release”) and provided that the General Release is signed within the requisite time periods stated therein and has become effective, then, starting on July 1, 2006, Employer shall provide the Executive with the following: (i) A severance payment equal to $1,000,000 per year for the two year period following the Termination Date (the “Severance Period”) in accordance with Section 7 of the Employment Agreement. Such payment shall be made in accordance with Employer’s normal payroll practices and be reduced by deductions or withholdings required by law. The amount paid to Executive pursuant to the foregoing sentence is referred to herein as the “Severance Payment.” (ii) Employer will continue to provide Executive with the medical and dental benefits currently provided to Executive from the date hereof through the Severance Period, at the same rate of employee and Employer shared costs of such coverage as in effect from time to time for active employees of Employer. (iii) To the extent incentive bonuses are payable to the top five (5) most senior executives of Employer (other than the Executive) for the fiscal year 2006, Employer will pay Executive one half of the incentive bonus that would be payable to the Executive for the fiscal year 2006 based upon the occurrence of same performance criteria with respect to Associated that are applicable to such five executives (notwithstanding anything to the contrary contained in the Employment Agreement), in accordance with Executive’s Termination Board-approved bonus policy for such executives, payable when incentive bonuses, if any, are paid to the executives of EmploymentEmployer. (iv) Employer’s agreement to make the payments and provide the benefits described in this Section 2(b) will be made in consideration of the Executive entering into the General Release. The Executive’s execution of this Agreement does not constitute an agreement to sign the General Release or otherwise waive any legal rights that Executive may have with respect to claims arising subsequent to Executive’s execution of this Agreement. Rather, in the event that the General Release is provided to Executive, Executive will have such rights as specified be afforded the opportunity to review and determine whether to sign the General Release in any other employee benefit plan (including, but not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan)accordance with relevant laws. (c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s resignation from the Bank’s employ within one hundred and twenty (120) days No payment made or benefit provided by Associated to Executive on or after the occurrence Termination Date shall in any way be treated as continuing any employment relationship between Executive and Employer beyond such date. (d) The payments under this Agreement shall be in lieu of any other severance-related payments to which Executive otherwise could claim entitlement, including without limitation the Employment Agreement and any severance plan or policy of the following events, provided, however, that Executive must give the Bank at least sixty (60) days prior written notice of intent to terminate employment due to Good Reason:Associated.

Payments to Executive. If Executive experiences a Separation from Service (a) Upon by the occurrence of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment Executive for “Good Reason” (as defined below), either occurring any reason within twelve (12) months following the effective date of a “Change in Control” ; (as defined belowb) by the Executive for Good Reason pursuant to Section 1(c)(iv); or (“Termination of Employment”)c) by the Employer without Cause following a Change in Control, then in addition to other rights and remedies available in law or equity, the Company or Executive shall be entitled to the Bank shall pay Executive following (or in the event of his subsequent death, his estate), his i) any sums due him as base salary in effect on the date and/or reimbursement of Executive’s Termination of Employment (“Base Salary”) for twelve (12) months following expenses through the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify as a “Separation from Service” as defined below, plus any bonus earned or accrued under the Bonus Plan, but not yet paid through the date of Separation from Service; and (ii) any bonus earned or accrued under the Bonus Plan through the date of Separation from Service (including any amounts awarded for previous years but which were not yet vested) and a pro rata share of any bonus with respect to the extent that Executive is a “Specified Employee” (current fiscal year which had been earned as defined below), payments shall not begin hereunder until the first day of the seventh month following date of the Executive’s Separation from Service (and any forfeiture or similar restrictive provisions applicable to each award shall not apply); and (iii) one lump sum payment in an amount equal to the first payment owed sum of (1) the Executive’s then current annual base salary, and (2) the average bonuses paid to the Executive during the three preceding fiscal years. Such amounts in clauses (i), (ii), and (iii) shall equal be paid in cash within fifteen (15) days of the Executive’s Separation from Service; provided, however, that if the Executive has a voluntary Separation from Service for Good Reason prior to a Change in Control in accordance with the flush language at the end of Section 1(c), then the Employer shall pay the amounts described in clauses (ii) and (iii) of this paragraph within fifteen (15) days following the Change in Control. Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first six (6) months following the effective date of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Servicetermination of employment, shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the Executive’s termination of employment, the Executive is determined to be a Specified Employee. To the extent amounts payable All payments of severance and other benefits under this Agreement are determined by shall accrue from the Bank, in good faithdate of the Executive’s termination of employment, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local law. (b) In addition, upon the occurrence of Executive’s Termination of Employment, Executive will have such rights as specified in any other employee benefit plan (including, but extent not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan). (c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s resignation from the Bank’s employ within one hundred and twenty (120) days after the occurrence of any of the following events, provided, however, that Executive must give the Bank at least sixty (60) days prior written notice of intent to terminate employment then paid due to Good Reason:this paragraph. Any payments suspended by operation of this paragraph shall be paid as a lump sum on the first (1st) day following the end of such six-month period. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.” Except as specifically amended hereby the Agreement will remain in full force and effect as prior to this amendment.

Payments to Executive. (a) Upon the occurrence of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment for “Good Reason” (as defined below), either occurring within twelve eighteen (1218) months following the effective date of a “Change in Control” (as defined below) (“Termination of Employment”), the Company or the Bank shall pay Executive (or in the event of his subsequent death, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve eighteen (1218) months following the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify as a “Separation from Service” as defined below; and (ii) to the extent that Executive is a “Specified Employee” (as defined below), payments shall not begin hereunder until the first day of the seventh month following Executive’s Separation from Service and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To the extent amounts payable under this Agreement are determined by the Bank, in good faith, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local law. (b) In addition, upon the occurrence of Executive’s Termination of Employment, Executive will have such rights as specified in any other employee benefit plan (including, but not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan). (c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s resignation from the Bank’s employ within one hundred and twenty (120) days after the occurrence of any of the following events, provided, however, that Executive must give the Bank at least sixty (60) days prior written notice of intent to terminate employment due to Good Reason:

Payments to Executive. Executive agrees with the Company that, notwithstanding any other agreement, oral or written, sub-sections (a), (b) and (c) of this Section 2 (together with amounts payable pursuant to Section 6, Services as a Director, and Section 7, Consulting Services, of this Separation Agreement) accurately reflect all of the compensation, benefits and perquisites payable or otherwise to be provided by the Company to Executive after the Separation Date and that Executive is not entitled to any compensation, benefits or perquisites except as set forth in this Separation Agreement. All compensation, benefits and perquisites payable pursuant to sub-sections (a) Upon and (b) of this Section 2 shall be paid after withholding for taxes required to be withheld by the occurrence Company, including income taxes, at the then current published federal and state rate (which, in the aggregate, is, as of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment for “Good Reason” (as defined belowdate hereof, 27%), either occurring unless Executive elects in writing to the Company to use a higher rate; provided, further, that all personal income and related taxes applicable to any and all compensation, benefits and perquisites due or payable hereunder shall be paid by Executive: (a) Provided Executive has not revoked this Agreement within twelve seven (127) months following the effective date of a “Change in Control” (as defined below) (“Termination of Employment”days after his execution hereof pursuant to Section 11(c), Executive will receive, on the Company or the Bank shall pay Executive (or eighth day after execution of this Agreement, a one-time payment in the event amount of his subsequent death$4,786,892, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve (12) months following the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify as a “Separation from Service” as defined below; and (ii) calculated pursuant to the extent that Executive is a “Specified Employee” (as defined below), payments shall not begin hereunder until the first day Section 7.3 of the seventh month following Executive’s Separation from Service and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To the extent amounts payable under this Agreement are determined by the Bank, in good faith, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local lawEmployment Agreement. (b) In addition, upon the occurrence of Executive’s Termination of Employment, The Company shall pay Executive will have such rights as specified in any other employee benefit plan (including, current salary accrued but not limited toyet paid through the Separation Date, equity compensation plans and COBRA rights under on the Bank’s group health plan)Company's next regular payroll date following the Separation Date. (c) Voluntary Termination of Employment The Company shall reimburse Executive for “Good Reason” following a Change in Control shall mean Executive’s resignation from any reasonable business expenses incurred on or prior to the Bank’s employ Separation Date and properly substantiated within one hundred and twenty thirty (12030) days after the occurrence of any of Separation Date in accordance with the following events, provided, however, that Executive must give the Bank at least sixty (60) days prior written notice of intent to terminate employment due to Good Reason:Company's customary expense reimbursement procedures.

Payments to Executive. (a) Upon the occurrence of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment for “Good Reason” (as defined below), either occurring ) within twelve (12) months following the effective date of a “Change in Control” (as defined below) (“Termination of Employment”), the Company or the Bank shall pay Executive (or in the event of his subsequent death, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve eighteen (1218) months following the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify as a “Separation from Service” as defined belowin Code Section 409A and the regulations thereunder; and (ii) to the extent that if Executive is a “Specified Employee” (as defined belowin Code Section 409A and the regulations thereunder), to the extent required to avoid penalties under Code Section 409A, any payment or portions of payments shall not begin hereunder be made until the first day of the seventh month following Executive’s Separation from Service and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To the extent amounts payable under this Agreement are determined by the Bank, in good faith, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local law. (b) In addition, upon the occurrence of Executive’s Termination of Employment, Executive will have such rights as specified in any other employee benefit plan (including, but not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan). (c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s voluntary resignation from the Bank’s employ within one hundred and twenty (120) days after the occurrence of any of the following events, provided, however, that Executive must give the Bank at least sixty (60) days prior written notice of intent to terminate employment due to Good Reason:the

Payments to Executive. (a) Upon If the occurrence Executive remains employed by the Bank from the date of either his employment until his termination of employment on or after 10 years of service, the Bank will pay to the Executive annually, a benefit payable in the Normal Form in equal monthly installments commencing on the first day of the month next following the termination of the Executive’s involuntary termination employment, an amount equal to 70% of employment or the average of the Executive’s voluntary termination Final Average Compensation offset by the SBERA Pension Benefit, adjusted as provided in clauses (b) and (c) of employment for “Good Reason” (as defined below), either occurring within twelve (12) months following the effective date of a “Change in Control” (as defined below) (“Termination of Employment”)this Paragraph 2; provided, the Company or the Bank shall pay Executive (or in the event of his subsequent death, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve (12) months following the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify as termination constitutes a “Separation from Service” for purposes of Section 409A of the Code. (b) The Executive’s benefits under the Agreement shall become non-forfeitable in accordance with the following schedule: Years of Service10 Non-forfeitable Percentage50 Notwithstanding the foregoing, the Executive shall become fully vested immediately upon his death prior to a Separation from Service, a Change in Control or upon any involuntary termination of his employment by the Bank other than for Cause. (c) If the Accrued Benefit is payable before the Executive’s 65th birthday, the Accrued Benefit shall be reduced by 2.5% for each year benefits commence before the Executive’s 65th birthday. The foregoing 2.5% reduction shall be pro-rated for a partial year. Notwithstanding the foregoing, the Accrued Benefit shall not be reduced by the 2.5% increments after the Executive has completed twenty-five (25) years of service with the Bank, or following a Change in Control. (d) In lieu of the Normal Form provided by the foregoing provisions of this Paragraph 2, with the consent of the Bank, the Executive may elect an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form provided under the SBERA Plan, including a lump sum. (The Executive elected a lump sum payment prior to January 1, 2007). On or after January 1, 2009, if the Executive wishes to change his payment election as defined below; and to the form of payment, the Executive may do so by completing a payment election form approved by the Board of Directors, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) must be made at least 12 months before the date on which any benefit payments are scheduled to commence, (iii) shall not take effect until at least 12 months after the date the election is made, and (iv) for payments to be made other than upon death or disability, must provide an additional deferral period of at least five years from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid). For purposes of this Agreement and clause (iv) above, all installment payments under this Agreement shall be treated as a single payment. On or before December 31, 2008, if the Executive wishes to change his payment election as to the extent form of payment, the Participant may do so by completing a payment election form, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) shall not take effect before the date that is 12 months after the date the election is made, and (iii) made in 2008 cannot apply to amounts that would otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would otherwise be paid in a later year. A lump sum payment shall be made within sixty (60) days following the date the Participant becomes entitled to receive a benefit under the Plan. (e) Notwithstanding anything to the contrary set forth herein, in no event shall the Executive be entitled to receive any benefits under this Agreement if he is terminated by the Board of Directors of the Bank for Cause. A determination of whether the Executive’s employment is terminated for Cause shall be made at a meeting of the Board of Directors called and held for such purpose, at which the Board of Directors makes a finding that in their good faith opinion an event set forth in Section 1(c) of this Agreement has occurred and specifying the particulars thereof in detail. (f) Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a “Specified Employee” Employee at Separation from Service under such procedures as established by the Bank in accordance with Section 409A of the Code, benefit distributions that are made upon Separation from Service may not commence earlier than six (6) months after the date of such Separation from Service. Therefore, in the event this Section 2(f) is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Separation from Service shall be accumulated and paid (with interest calculated at the Prime Rate reported in the Wall Street Journal as defined below), payments shall not begin hereunder until of the date the benefit first became payable) to the Executive in a lump sum on the first day of the seventh month following Executive’s Separation from Service and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To All subsequent distributions shall be paid in the extent amounts payable manner specified under this Agreement are determined by Section 2 of the Bank, Plan with respect to the applicable benefit. A Specified Employee means a key employee (as defined in good faith, Section 416(i) of the Code without regard to be subject to federal, state or local income tax, paragraph 5 thereof) of the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local law. (b) In addition, upon the occurrence of Executive’s Termination of Employment, Executive will have such rights as specified in if any other employee benefit plan (including, but not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan). (c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s resignation from the Bank’s employ within one hundred and twenty (120) days after the occurrence of any stock of the following events, provided, however, that Executive must give Bank is publicly traded on an established securities market or otherwise or if the Bank at least sixty (60) days prior written notice is the subsidiary of intent to terminate employment due to Good Reason:a publicly-traded holding company.

Payments to Executive. (ai) Upon During the occurrence Advisory Period, Executive shall continue to be actively employed by the Company and shall receive a Base Salary at the annual rate of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment for “Good Reason” SEVEN HUNDRED AND THIRTY THOUSAND DOLLARS AND ZERO CENTS (as defined below), either occurring within twelve (12) months following the effective date of a “Change in Control” (as defined below$730,000.00) (the “Termination of EmploymentBase Salary”), less all applicable withholdings and deductions, payable in equal installments on the Company’s regularly scheduled payroll dates during the Advisory Period; provided however, that either the Company or the Bank shall pay Executive (or in the event of his subsequent death, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve (12) months following the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify may terminate employment as a “Separation from Service” as defined below; and (ii) Senior Advisor at will at any time, subject to the extent that Executive is a “Specified Employee” (as defined below)provisions herein. During the Advisory Period, payments shall not begin hereunder until the first day of the seventh month following Executive’s Separation from Service and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereundermay perform his duties in, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To the extent amounts payable under this Agreement are determined by the Bank, in good faith, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local law. (b) In addition, upon the occurrence of Executive’s Termination of Employment, Executive will have such rights as specified in any other employee benefit plan (including, including but not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan). (c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s resignation from the Bank’s employ within one hundred and twenty (120) days after the occurrence of any of the following eventsjurisdictions: Arizona, California, Colorado, Florida, Monaco, Nevada, New York, Texas, Virginia, Washington, Washington, D.C. or Wyoming, and shall not be required to regularly attend the Company’s offices, access Company electronic systems, or conduct any business on behalf of the Company, other than in the performance of specific projects as requested by the Chief Executive Officer or his or her designee, for which the Executive shall allocate sufficient business time, skill, and effort. Should the Chief Executive Officer request an in person meeting, Executive will attend in person at requested location. Unless otherwise altered by the Chief Executive Officer, Executive’s duties during the Advisory Period shall include, without limitation, advising the Company as regards JetSuite, Inc., JetSuiteX and JetBlue Technology Ventures. Executive shall further remain available to, and shall assist in a timely and professional manner with the transition of Executive’s duties as requested by the Company. All reasonable travel and related expenses incurred by Executive in the fulfillment of his duties during the Advisory Period will be reimbursed in accordance with the applicable expense reimbursement policies and procedures of the Company as in effect from time to time. During the Advisory Period Executive shall remain an employee and shall continue to be bound by all policies, duties, and procedures except as otherwise provided herein; provided, however, that Executive must give shall no longer accrue Paid Time Off during the Bank at least sixty Advisory Period nor be eligible for any newly granted equity awards. (60ii) days prior written notice Effective as of intent the close of business on December 31, 2018, or sooner pursuant to the terms of this Agreement (if so provided in accordance with its terms) the Executive shall terminate employment and shall thereinafter (provided he signs and does not revoke the Reaffirmation attached as Appendix A in accordance with its terms thereof) receive compensation as provided in the JetBlue Airways Corporation Severance Plan (the “Severance Plan”) in accordance with the terms thereof. For the sake of clarity and without duplication, pursuant to the Severance Plan, the cash severance period pursuant to Article IV of the Severance Plan shall be twenty-four (24) months salary continuation, and his Pro-Rated Annual Average Bonus of $134,250. (iii) In addition to the payments provided herein, Executive shall receive a special bonus payment in a lump sum amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)(the “Special Bonus Payment”), less all applicable withholdings and taxes, which shall be payable on the first pay period after July 1, 2018. (iv) During the Advisory Period, Executive shall be reimbursed up to $5,000 for (a) taking continuing legal education (“CLE”) classes, and (b) up to three bar memberships. Any reimbursement pursuant to this section shall be evidenced by proper evidence of payment and in all cases shall be subject to the Company’s policies. (v) In the event that the Executive terminates the Advisory Period by resignation prior to December 31, 2018, or if his employment terminates by way of “Cause” (as defined in the Severance Plan) his entitlement to any further compensation pursuant to this Agreement shall cease, he shall be required to return the Special Bonus Payment made prior to his resignation, and his termination shall be considered a resignation without Good Reason for all purposes pursuant to the Severance Plan. Should the Company terminate Executive’s employment as a Senior Advisor without Cause (as defined in the Severance Plan), or, should the Executive die or become disabled, the Company shall include any remaining salary payments due to Good Reason:him through the Advisory End Date into a lump sum payment, less all applicable withholdings and deductions, to be made within 15 business days of the Executive’s execution and non-revocation of the Reaffirmation attached as Appendix A payable to Executive (or his designated beneficiary). In addition, the amounts otherwise payable subsequent to the Termination Date pursuant to the Severance Plan shall remain payable, with the date of such termination thereinafter being utilized for all purposes as a termination date pursuant to the Severance Plan. (vi) If Executive is unable to execute Appendix A due to death or disability, any payments otherwise conditioned on such execution will be paid to his designated beneficiary, regardless.