EXHIBIT 10.2
1994 CARNIVAL CRUISE LINES
KEY MANAGEMENT INCENTIVE PLAN
(adopted by the Board of Directors on January 17, 1994,
and amended on January 5, 1998 and April 12, 1999)
OBJECTIVE
The Carnival Cruise Lines 1994 Key Management Incentive Plan (the
"Plan") is designed to focus managerial attention on the objective of
maximizing the profitability of the Carnival Cruise Lines division
("CCL") of Carnival Corporation. The Plan provides a framework within
which the participants share in the incremental earnings of CCL
achieved from applicable business operations on a fiscal year-to-year
basis.
PLAN ADMINISTRATION
The administrator of the Plan is the Compensation Committee of
Carnival Corporation (the "Committee"). The Committee may, in its
discretion, delegate administrative functions regarding the Plan to a
Vice President of CCL. The Committee shall have sole discretion in
resolving any questions regarding the administration or terms of the
Plan not addressed in this document as well as in resolving any
ambiguities that may exist in this document.
PLAN YEAR
The "Plan Year" shall be the 12-month period ending November 30 of
each year.
PARTICIPATION
The President, Senior Vice Presidents and Vice-Presidents of CCL shall
be eligible to participate in the Plan. The Committee may expand Plan
eligibility to include directors, managers and/or supervisors for any
Plan year. Participation in the Plan shall be determined on an annual
basis by the Committee. No employee will have the automatic right to
be selected as a participant for any year or, having been selected as
a participant for one year, be considered a participant for any other
year.
Only persons who are employed by CCL or one of its divisions on the
first day of the Plan Year are eligible to participate in the Plan
except that persons who commence employment following the beginning of
the Plan Year may, with the approval of the Committee, be allowed to
participate in the Plan. Such late-entry participants will be awarded
Points (as defined below) pro-rated to the time of their entry into
the Plan, subject to the approval of the Committee.
In order to actually receive an Incentive Award (as defined below)
under the Plan, a participant must be employed by CCL or one of its
divisions on the last day of the Plan year. The only exception to
this requirement is for participants whose employment is terminated
prior to the last day of the Plan Year as the result of death,
disability or retirement ("Early Termination Employees").
BONUS POOL
The total amount payable under the Plan for each Plan year (the "Bonus
Pool") shall be equal to two percent (2%) (the "Bonus Percentage") of
(x) the net income generated within each Plan Year by CCL and its
divisions calculated in accordance with generally accepted accounting
principals consistently applied (the "Net Income") minus (y) the
greater of (i) CCL's Net Income for the fiscal year ending November
30, 1993 or (ii) $183,000,000. The Bonus Percentage for the fiscal
years ending November 30, 1996 and thereafter, if applicable, will be
determined by the Board of Directors within 90 days of the
commencement of each such fiscal year.
METHOD OF CALCULATING INCENTIVE AWARDS
The Committee shall, in its discretion, assign a specific number of
points (the "Points") to each participant. The Points awarded to each
participant will be communicated to the participant during the first
ninety (90) days of each Plan Year. Such decisions may be revised
during a Plan Year by the Committee due to major changes in position
responsibilities occurring during the Plan Year.
The Committee, in its sole discretion, shall adjust the Points
assigned to each participant by multiplying such participant's Points
by a percentage within the range set forth below corresponding to such
participant's evaluated performance for such year (the "Weighted
Points"):
EXCELLENT PERFORMANCE 90-100%
GOOD PERFORMANCE 75-89%
FAIR PERFORMANCE 60-74%
LESS THAN FAIR 0-59%
PERFORMANCE
Each participant shall receive an Incentive Award equal to the product
of his or her Weighted Points multiplied by the "Point Value". The
Point Value shall be equal to (i) the amount of the Bonus Pool,
divided by (ii) the aggregate Points (before adjustments) awarded to
participants for each Plan year.
Any amounts remaining in the Bonus Pool following the calculation of
the Incentive Awards pursuant to the preceding paragraph shall be
available for discretionary distribution by the Committee to
participants.
PAYMENT OF INCENTIVE AWARDS
Incentive Awards are paid on a date determined by the Committee which
is within seventy-five (75) days following the conclusion of each Plan
Year. At the discretion of the Committee, advance partial payment of
Incentive Awards may be made based on anticipated Net Income. At the
discretion of the Committee, special arrangements may be made for
earlier payment to Early Termination Employees.
Incentive Awards to Senior Vice Presidents and Vice Presidents shall
be payable eighty percent (80%) in cash and twenty percent (20%) in
shares of Common Stock of Carnival Corporation and Incentive Awards to
all other participants shall be payable as determined by the
Committee. The number of shares issuable to each participant shall be
determined by dividing the dollar amount of the stock portion of the
participant's Incentive Award by the average closing price for the
Common Stock for the last ten (10) trading days of the Plan year, as
quoted on the national stock exchange on which the Common Stock is
traded. Fractional shares of the Common Stock will not be issued.
The value of the Common Stock received by Plan participants will be
reported to governmental taxing authorities, and taxes shall be
withheld in respect of such Common Stock, in accordance with the
requirements of applicable law.
DURATION OF PLAN
The Plan will be effective for the fiscal years 1994, 1995 and 1996.
It is the intent of Carnival Corporation to make a decision on whether
or not to renew the Plan for an additional year in August of each year
in order to effect a 2-year planning horizon (e.q., decision by August
1995 as to whether or not to extend the Plan to 1997).
RESERVATION OF SHARES
Subject to adjustment as provided in the last sentence of this
paragraph, the maximum number of shares of Common Stock that shall be
authorized and reserved for issuance under the Plan shall be 400,000
shares of Common Stock. The maximum number of shares authorized and
reserved may be increased from time to time by approval of the Board,
and, if required pursuant to Rule 16b-3 under the Exchange Act, the
stockholders of Carnival Corporation. The shares to be issued to
participants pursuant to the Plan may be, at the election of Carnival
Corporation, either treasury shares or shares authorized but unissued,
and, if treasury shares are used, all references in the Plan to the
issuance of shares shall, for corporate law purposes, be deemed to
mean the transfer of shares from treasury. Any shares of Common Stock
that are subject to an Incentive Award that lapses or expires shall
automatically again become available for use under the Plan. In the
event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split,
combination of shares or any other change in the corporate structure
or shares of Carnival Corporation, the Committee shall make
appropriate adjustment as to the number and kind of securities subject
to and reserved under the Plan and, in order to prevent the dilution
or enlargement of the rights of participants, the number and kind of
securities subject to outstanding stock awards.
PURCHASE FOR INVESTMENT
Common Stock issued will be subject to a restriction on sale
commencing from date of issuance and continuing until, but not
including, the first trading day in the second January following the
end of the Plan year in respect of which the Common Stock was issued
(e.q., Common Stock issued in respect of the Plan year ending November
30, 1994 would be subject to a restriction on sale that would not end
until the first trading day in January, 1996). Holders will be
eligible to receive dividends during the restriction period.
Whether or not the shares of Common Stock covered by the Plan have
been registered under the Securities Act of 1933, as amended, each
person acquiring shares of Common Stock under the Plan may be required
by the Company to give a representation in writing that such person is
acquiring such shares for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof.
Carnival Corporation will endorse any necessary legend referring to
the foregoing restriction upon the certificate or certificates
representing any shares of Common Stock issued or transferred to the
Plan participants upon the grant of any shares of Common Stock under
the Plan.
AMENDMENT OF PLAN
The Board of Directors of Carnival Corporation may amend the Plan from
time to time in such respects as the Board may deem advisable;
provided, however, that no such amendment shall be effective without
approval of the stockholders of Carnival Corporation if stockholder
approval of the amendment is required pursuant to Rule 16b-3 under the
Exchange Act.
GOVERNMENTAL AND OTHER REGULATIONS
The Plan and the Common Stock awards under the Plan shall be subject
to all applicable federal and state laws, rules and regulations and
such approvals by any governmental or regulatory agency or national
securities exchange, as may be required. Carnival Corporation shall
not be required to issue or deliver any certificates or shares of
stock prior to the completion of any registration or qualification of
such shares under any federal or state law, or any ruling or
regulations of any governmental body or national securities exchange
which Carnival Corporation shall, in its sole discretion, determine to
be necessary or advisable.