EXHIBIT 10.2
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C A R N I V A L
C O R P O R A T I O N
STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY
June 25, 2003
John McNulty
Senior Director
Goldman Sachs
One North Pond Drive
Short Hills, NJ 07078
Dear Mr. McNulty,
I am pleased to confirm your appointment as a director of the Company (the
"Appointment"). The terms of the Appointment are set forth below.
The Appointment is subject to applicable law and the provisions of the Company's
Third Amended and Restated Articles of Incorporation (the "Articles") and the
Amended and Restated Bylaws (the "Bylaws") regarding, without limitation, the
powers vested in the Board, eligibility, term of appointment, effectiveness of
appointment, resignation, removal, disqualification and compensation of
directors of the Company.
1. TERM OF APPOINTMENT
1.1 The Appointment shall terminate without any entitlement to compensation
upon your resignation, removal, disqualification or death as set forth
in the Bylaws.
1.2 Upon the termination of the Appointment, you shall (a) cease to be a
director of Carnival plc, and (b) surrender to an authorized
representative of the Company all correspondence, documents (including
without limitation board minutes and board papers), copies thereof or
other property of the Company, Carnival plc, and all of their
subsidiaries and affiliates (collectively the "Group") made or received
by you in the course of your directorship (whether before or after the
date of this letter).
2. DUTIES AND FEES
2.1 You shall carry out such duties as set forth in the Articles and Bylaws
and as otherwise agreed to by the Board (the "Duties").
2.2 You will be entitled to a fee for your services as a director of
$40,000 per annum. If you serve on a Board committee, you will receive
an additional fee of $2,500 per annum ($5,000 for the audit committee).
If you are required to act as chairman of a Board committee you will be
entitled to an additional fee of $5,000 per annum ($10,000 for the
audit committee). In addition, attendance fees for Board and committee
meetings will also be paid ranging from $1,000 to $5,000 per meeting. A
compensation table which sets forth all such fees is annexed to this
letter for your reference.
2.3 The Company will reimburse to you reasonable expenses incurred in the
performance of the Duties. The Company may request receipts or other
evidence of expenditure prior to any reimbursement pursuant to this
clause 2.3.
2.4 The compensation and reimbursement arrangements set forth in clauses
2.2 and 2.3 hereof are subject to change as determined by the Board
from time to time.
3. CONFIDENTIAL INFORMATION
3.1 You agree that, during the continuance of the Appointment or afterwards
(unless authorised to do so by the Board or by a court of competent
jurisdiction), you will not use for your own or another's benefit or
disclose or permit the disclosure of any confidential information of
any member of the Group which you have obtained by virtue of the
Appointment or your employment by the Company or in respect of which
the Company is bound by an obligation of confidence to a third party.
Confidential information shall include, without limitation, lists or
details of customers, information relating to the working of any
product, process, invention, improvement or development carried on or
used by any member of the Group, information relating to research
projects, know-how, prices, discounts, mark-ups, future business
strategy, marketing, tenders, any price sensitive information and
information concerning the Company's intellectual property portfolio
and strategy.
3.2 The restrictions contained in this clause shall cease to apply to any
confidential information which may (other than by reason of your breach
of these terms) become available to the public generally, but any such
use will be subject to any restrictive covenants to which you are a
party.
4. INDEMNITY
In the event that you (or your heirs, executors or administrators) is
made a party or is threatened to be made a party to or witness in any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that you are or were a director of the Company or Carnival plc, the
Company shall (i) indemnify you against all expenses of any kind
whatsoever (including attorneys' fees and expenses to enforce this
indemnity), judgments, fines and amounts paid in settlement actually
incurred by you in connection with such action, suit or proceeding and
(ii) pay or advance to you in advance of final disposition of such
action, suit or proceeding, within 20 days of the submission of an
invoice therefore, all such expenses incurred in connection therewith,
in each case of (i) and (ii) to the fullest extent and in the manner
set forth in and permitted by the General Corporation Law of the
Republic of Panama and any other applicable law, as from time to time
in effect. Such right of indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which you may be
entitled apart from the foregoing provisions.
5. INSURANCE
To the extent possible, the Company will use its reasonable efforts to
maintain appropriate directors' and officers' liability insurance for
your benefit.
6. CODE OF BUSINESS CONDUCT AND ETHICS
You agree to observe the provisions of the Company's code of business
conduct and ethics.
7. MISCELLANEOUS
7.1 Nothing in this letter shall create the relationship of employee and
employer between you and the Company.
7.2 The agreement contained in this letter shall be governed by, and
construed in accordance with, Florida law and shall be subject to the
exclusive jurisdiction of the courts located in Miami-Dade County,
Florida.
7.3 This appointment letter may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this appointment
letter, and all of which, when taken together, shall be deemed to
constitute one and the same agreement.
8. ENTIRE AGREEMENT
This appointment letter represents the entire understanding, and
constitutes the whole agreement, in relation to the Appointment and
supersedes any previous agreement between yourself and the Company with
respect thereto and, without prejudice to the generality of the
foregoing, excludes any warranty, condition or other undertaking
implied at law or by custom.
Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.
CARNIVAL CORPORATION
By: /s/ Howard S. Frank
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Name: Howard S. Frank
Title: Vice Chairman
AGREED AND ACCEPTED BY:
/s/ John McNulty
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John McNulty
ANNEX
AUDIT COMMITTEE OTHER COMMITTEES
BOARD MEMBER CHAIR MEMBER CHAIR MEMBER
Annual Retainer $40,000 $10,000 $5,000 $5,000 $2,500
Attendance Fee
Attendance Fee
Meeting in Person 5,000 2,500 2,500 2,000 2,000
By Phone 2,000 1,000 1,000 1,000 1,000