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EXHIBIT 4
AMENDMENT NO. 2
TO THE
ROYAL CARIBBEAN CRUISES LTD.
1995 INCENTIVE STOCK OPTION PLAN
Whereas, Royal Caribbean Cruises Ltd. (the "Company") has adopted the 1995
Incentive Stock Option Plan (such plan, as amended, being referred to herein as
the "Plan"); and
Whereas, the total number of shares of common stock of the Company available for
the grant of Options under the Plan is currently limited to 2,700,000 (after
adjustment for the July 1998 two-for-one Company stock split); and
Whereas, subject to shareholder approval, the Company has approved increasing by
1,000,000 the total number of shares of common stock which shall be available
for the grant of Options under the Plan;
Now, therefore, the Plan is hereby amended as follows:
The first paragraph of Section 3 of the Plan is hereby deleted
and the following paragraph is inserted in lieu thereof:
Subject to adjustment as provided in Section 7 hereof,
3,700,000 shares of $.01 par value common stock of the Company
(the "Shares"), shall be available for the grant of Options
under the Plan, which shares may be authorized but unissued
Shares or reacquired Shares, as the Company shall determine.
This Amendment No. 2 is effective as of September 2, 1999; PROVIDED, HOWEVER,
that if this Amendment No. 2 is not approved by the Company's shareholders by
September 1, 2000, all granted Options covering the additional 1,000,000 shares
of common stock made available by this Amendment No. 2 shall be null and void.
IN WITNESS WHEREOF Royal Caribbean Cruises Ltd. has caused this Amendment No. 2
to be executed as of September 2, 1999.
ROYAL CARIBBEAN CRUISES LTD.
Attest: /s/ BRADLEY H. STEIN By: /s/ RICHARD J. GLASIER
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Bradley H. Stein Richard J. Glasier
Assistant Secretary Executive Vice President and
Chief Financial Officer
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AMENDMENT NO. 1
TO THE
ROYAL CARIBBEAN CRUISES LTD.
1995 INCENTIVE STOCK OPTION PLAN
Whereas, Royal Caribbean Cruises Ltd. (the "Company") has adopted the 1995
Incentive Stock Option Plan (such plan, as amended, being referred to herein as
the "Plan"); and
Whereas, the shareholders of the Company have approved an amendment to the Plan
as set forth below in accordance with Section 9 of the Plan;
Now, therefore, the Plan is hereby amended as follows:
The first paragraph of Section 3 of the Plan is hereby deleted
and the following paragraph is inserted in lieu thereof:
Subject to adjustment as provided in Section 7 hereof,
1,350,000 shares of $.01 par value common stock of the Company
(the "Shares"), shall be available for the grant of Options
under the Plan, which shares may be authorized but unissued
Shares or reacquired Shares, as the Company shall determine.
This Amendment No. 1 is effective as of May 20, 1997. Except as otherwise
provided by this Amendment No. 1, the Plan remains in full force and effect in
accordance with its stated terms.
IN WITNESS WHEREOF Royal Caribbean Cruises Ltd. has caused this Amendment No. 1
to be executed as of May 20, 1997.
ROYAL CARIBBEAN CRUISES LTD.
Attest: /s/ MICHAEL J. SMITH By: /s/ RICHARD J. GLASIER
-------------------------- -----------------------------
Michael J. Smith Richard J. Glasier
Secretary Executive Vice President and
Chief Financial Officer
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ROYAL CARIBBEAN CRUISES LTD.
1995 INCENTIVE STOCK OPTION PLAN
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TABLE OF CONTENTS
PAGE
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1. Purpose...................................................... 1
2. Eligibility.................................................. 1
3. Stock Subject to the Plan.................................... 1
4. Granting of Options.......................................... 2
5. Listing and Registration of Shares........................... 7
6. Administration............................................... 8
7. Adjustments.................................................. 9
8. Amendment or Discontinuance of the Plan...................... 10
9. Absence of Rights............................................ 11
10. Shareholder Approval......................................... 11
11. No Obligation to Exercise Option............................. 11
12. Termination of Plan.......................................... 12
13. Governing Law................................................ 12
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ROYAL CARIBBEAN CRUISES LTD.
1995 INCENTIVE STOCK OPTION PLAN
1. PURPOSE.
The 1995 Incentive Stock Option Plan (the "Plan") is intended to enable
Royal Caribbean Cruises Ltd. (the "Company") and any subsidiary corporation of
the Company to attract and retain capable officers and other key employees, and
to provide them with incentives to promote the best interests of the Company and
its subsidiaries through the grant of incentive stock options ("Options") under
the Plan.
As used in the Plan, the term "subsidiary" shall mean any corporation
(whether or not in existence at the time the Plan is adopted) which, at the time
an Option is granted, is a subsidiary of the Company, as defined in section
424(f) of the Internal Revenue Code of 1986, as amended ("Code").
2. ELIGIBILITY.
The persons eligible to receive Options (the "Eligible Individuals")
under the Plan shall be the officers and other key employees of the Company
and/or its subsidiaries who may be designated by the Stock Option Committee of
the Company's Board of Directors (the "Committee").
3. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 7 hereof, 1,000,000 shares
of $.01 par value common stock of the Company (the "Shares"), shall be available
for the grant of Options under the Plan, which shares may be authorized but
unissued Shares or reacquired Shares, as the Company shall determine.
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If any Option granted under the Plan expires or otherwise terminates,
in whole or in part, without having been exercised, the Shares subject to the
unexercised portion of such Option shall be available for the granting of
Options under the Plan as fully as if such Shares had never been subject to an
Option.
4. GRANTING OF OPTIONS.
From time to time until the expiration or earlier termination of the
Plan, the Committee may grant Options to Eligible Individuals (such grantees are
hereinafter referred to as "Optionees") under the Plan. Options granted pursuant
to the Plan shall be in such form as the Committee shall from time to time
approve, and shall be subject to the following terms and conditions:
(a) PRICE. The Option price per share under each Option
granted under the Plan shall be determined and fixed by the Committee
in its discretion but shall not be less than 100% of the fair market
value ("FMV") of a Share, as determined by the Committee, on the date
of grant of such Option.
(b) TERM. Subject to earlier termination as provided in
Subsections (e) through (g) below, the duration of each Option shall be
not more than ten years from the date of grant.
(c) ANNUAL LIMIT. The aggregate fair market value (determined
as of the date the Option is granted) of the Shares with respect to
which Options are exercisable for the first time by an Optionee during
any calendar year (under this Plan and any other incentive stock option
plan of the Company or a subsidiary) shall not exceed the limit
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prescribed by section 422 of the Code, or any successor
thereto. At the time the Plan was adopted by the Board, the
annual limit was $100,000.
(d) EXERCISE AND PAYMENT.
(1) EXERCISE. Options shall be exercisable in such
installments and on such dates, not less than one year from
the date of grant, as the Committee may designate in the
Option Agreement. However, if not designated otherwise in the
Option Agreement, an Option shall become exercisable to the
extent of 25 percent of the shares subject thereto two years
after the date of grant, and to the extent of an additional 25
percent of such shares at the end of each of the three
succeeding years.
Notwithstanding the foregoing, the Committee may
accelerate the exercise date of any outstanding Options in its
discretion, if it deems such acceleration to be desirable. In
addition, in the case of new Options granted to an Eligible
Individual in replacement in accordance with section 424(a) of
the Code for options held by the Eligible Individual, the new
Options may be made exercisable, if so determined by the
Committee in its discretion, at the earliest date the replaced
options were exercisable.
Options will become immediately exercisable in full
in the event of the Optionee's death or disability (as defined
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in (f) below) while an employee of the Company or a
subsidiary.
Except as otherwise provided in Subsections (e)
through (g) below, Options shall only be exercisable by an
Optionee while he or she remains in the employ of the Company
or any subsidiary. Any Shares which may be purchased upon
exercise of an Option, the right to the purchase of which has
accrued and not been terminated, may be purchased at any time
up to the expiration or termination of the Option. Options to
the extent exercisable may be exercised, in whole or in part,
from time to time by giving 15 days' written notice of
exercise to the Secretary of the Company at its principal
office, specifying the number of Shares to be purchased and
accompanied by payment in full of the aggregate purchase price
for such Shares. Only full Shares shall be delivered, and any
fractional share which might otherwise be deliverable upon
exercise of an Option granted hereunder shall be paid in cash.
(2) MANNER OF PAYMENT. The purchase price shall be
payable:
(A) In cash or its equivalent;
(B) In whole or in part, through the
transfer of Shares previously acquired by the
Optionee; or
(C) In any combination of (A) and (B) above.
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In the event such purchase price is paid, in whole or
in part, with Shares, the portion of the purchase price so
paid shall be equal to the FMV on the date of exercise of the
Option of the Shares so tendered in payment of such purchase
price.
(e) DEATH OF OPTIONEE. If an Optionee's employment terminates
by reason of his or her death prior to the expiration date of his or
her Option, such Option may be exercised in whole or in part by the
Optionee's estate, personal representative or beneficiary who acquired
the right to exercise such Option by bequest or inheritance or by
reason of the death of the Optionee (as "Successor"). If an Optionee
whose employment is terminated (as described in subsections (f) or (g)
below) shall die following his or her termination of employment but
prior to the expiration date of his or her Option or expiration of the
period determined under Subsections (f) or (g) below, if earlier, such
Option may be exercised by a Successor to the extent of the number of
Shares with respect to which the Optionee could have exercised it on
the date of his or her death. A Successor may exercise an Option at any
time prior to the earlier of (i) one year following the date of the
Optionee's death, or (ii) the expiration date of such Option (which, in
the case of death following a termination or employment pursuant to
Subsections (f) or (g) below, shall be deemed to mean the expiration of
the exercise period determined thereunder).
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(f) DISABILITY OF OPTIONEE. If an Optionee shall become
disabled (within the meaning of section 22(e) (3) of the Code) during
his or her employment with the Company or any subsidiary and his or her
employment is terminated as a consequence of such disability, such
Option may be exercised, in whole or in part, by the Optionee at any
time prior to the earlier of (i) one year following the date of the
Optionee's termination of employment, or (ii) the expiration date of
such Option. In the event of the Optionee's legal disability, such
Option may be so exercised by the Optionee's legal representative.
(g) TERMINATION OF EMPLOYMENT.If an Optionee's employment with
the Company and all subsidiaries is terminated prior to the expiration
date of his or her Option, such Option may be exercised by the
Optionee, to the extent of the number of Shares with respect to which
the Optionee could have exercised it on the date of such termination,
at any time prior to the earlier of (i) thee months after the date of
such termination, or (ii) the expiration date of such Option.
A leave of absence with the written consent of the Company
shall not be deemed to terminate the Optionee's employment for purposes
of this Plan.
(h) NON-TRANSFERABILITY. No Option shall be assignable or
transferable by the Optionee otherwise than by will or by the laws of
descent and distribution, and during the lifetime of the Optionee, his
or her options shall be exercisable only
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by him or her or by his or her guardian or legal representative. If the
Optionee is married at the time of exercise and if the Optionee so
requests at the time of exercise, the certificate or certificates shall
be registered in the name of the Optionee and the Optionee's spouse,
jointly, with right of survivorship.
(i) RIGHTS AS A SHAREHOLDER. An Optionee shall have no rights
as a shareholder with respect to any Shares covered by his or her
Option until the issuance of a stock certificate to him or her for such
Shares.
(j) OPTION AGREEMENT AND FURTHER CONDITIONS. As soon as
practicable after the grant of an Option, each Optionee shall be given,
acknowledge and be bound by the terms of a stock option award
certificate ("Option Agreement") which shall state the number of Shares
to which the Option pertains and contain such terms, conditions and
restrictions regarding the Option not inconsistent with the Plan as the
Committee shall determine. Without limiting the generality of the
foregoing, the Committee, in its discretion, may impose further
conditions upon the exercisability of Options and restrictions on
transferability with respect to Shares issued upon exercise of Options.
5. LISTING AND REGISTRATION OF SHARES.
Each Option under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine, in its discretion, that the listing,
registration or qualification for exemption of
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the Option or Shares covered thereby upon any securities exchange or under the
law of any jurisdiction, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the exercise thereof, then no such Option
may be exercised, in whole or in part, unless and until such listing,
registration, qualification for exemption, consent or approval shall have been
effected or obtained on conditions acceptable to the Company. Each Optionee or
his or her legal representative or beneficiary may also be required to give
satisfactory assurance that Shares acquired upon exercise of an Option are being
purchased for investment and not with a view to distribution, and certificates
representing such Shares may be legended accordingly.
6. ADMINISTRATION.
The Plan shall be administered by the Committee. Each member of the
Committee, while serving as such, shall be deemed to be acting in his or her
capacity as a director of the Company.
Subject to the terms of the Plan, the Committee shall have full and
final authority in its absolute discretion to select the persons to whom Options
shall be granted under the Plan and to set the date of grant and the other terms
of such Options. The Committee also shall have the authority to establish and
rescind, from time to time, such rules and regulations, not inconsistent with
the provisions of the Plan, for the proper administration of the Plan and
Options granted hereunder, and to make such determinations and interpretations
under, or in connection with, the Plan, as it deems necessary or advisable. The
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Committee may correct any defect, supply any omission and reconcile any
inconsistency in this Plan and in any Option granted hereunder in the manner and
to the extent it shall deem desirable. All such rules, regulations,
determinations and interpretations shall be binding and conclusive upon the
Company and its subsidiaries, the officers and employees (including former
officers and employees) of the Company and any subsidiary, upon their respective
legal representatives, beneficiaries, successors and assigns, and upon all other
persons claiming under or through any of them.
No member of the Board of Directors of the Company or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option granted hereunder.
7. ADJUSTMENTS.
The number of Shares which may be issued upon the exercise of Options
granted under the Plan, as stated in Section 3 hereof, and the number of Shares
issuable upon exercise of outstanding Options under the Plan (as well as the
Option price per share under such outstanding Options), shall, subject to the
provisions of section 424(a) of the Code, be equitably adjusted by the Committee
to reflect any stock dividend, stock split, share combination, or similar change
in the capitalization of the Company.
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In the event of a corporate transaction (as that term is described in
section 424(a) of the Code and the Treasury Regulations issued thereunder as,
for example a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation), each outstanding Option shall be
assumed by the surviving or successor corporation. The Committee may, in its
discretion, change the terms of any outstanding Option to reflect any such
corporate transaction, provided that such change is excluded from the definition
of a "modification" under section 424(h) of the Code and does not materially
impair the rights of the holder of an outstanding Option without the consent of
such holder.
8. AMENDMENT OR DISCONTINUANCE OF THE PLAN.
Provided that no such suspension, discontinuance or amendment shall
materially impair the rights of the holder of an outstanding Option without the
consent of such holder, the Committee at any time, and from time to time, may
suspend or discontinue the Plan or amend it in any respect whatsoever, except
that shareholder approval (given in a manner that satisfies section 422 of the
Code) shall be required with respect to any amendment which would:
(a) Change the class of employees eligible to receive Options
under the Plan;
(b) Except as permitted under Section 7 hereof, increase the
maximum number of Shares with respect to which Options may be granted
under the Plan; or
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(c) Extend the duration of the Plan under Section 12 hereof
with respect to any Options granted hereunder.
9. ABSENCE OF RIGHTS.
The recommendation or selection of an Eligible Individual as a
recipient of an Option under the Plan shall not entitle such person to any
Option unless and until the grant actually has been made by appropriate action
of the Committee and the Option Agreement is executed by the Optionee; and any
such grant is subject to the provisions of the Plan. Further, the granting of an
Option to a person shall not entitle that person to continue employment by the
Company or a subsidiary or affect the terms and conditions of such employment,
and the Company and its subsidiaries have the absolute right, in their
discretion, to retire such person in accordance with their retirement policies
or otherwise to terminate his or her employment whether or not such termination
may result in a partial or total termination of his or her Option.
10. SHAREHOLDER APPROVAL.
This Plan shall become effective on February 3, 1995 (the date the Plan
was adopted by the Board); provided, however, that if the Plan is not approved
by the Company's shareholders within 12 months before or after said date the
Plan and all Options granted hereunder shall be null and void.
11. NO. OBLIGATION TO EXERCISE OPTION.
The granting of an Option shall impose no obligation upon an Optionee
to exercise such Option.
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12. TERMINATION OF PLAN.
No Option may be granted after February 2, 2005, provided, however,
that the Plan and all outstanding Options shall remain in effect until such
Options have expired or are terminated in accordance with the Plan.
13. GOVERNING LAW.
With respect to Options granted pursuant to the Plan and the Option
Agreements thereunder, the Plan, such Option Agreements and any Options granted
pursuant thereto shall be governed by the applicable Code provisions to the
maximum extent possible. Otherwise, the operation of, and the rights of Eligible
Individuals under, the Plan, the Option Agreements and any Options granted
thereunder shall be governed by applicable federal law and, to the extent not
governed by federal law, by the laws of the State of Florida.
IN WITNESS WHEREOF, ROYAL CARIBBEAN CRUISES LTD. has caused these
presents to be duly executed, under seal, this 3rd day of February, 1995.
ROYAL CARIBBEAN CRUISES LTD.
Attest: /s/ MICHAEL J. SMITH By: /s/ RICHARD J. GLASIER
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Michael J. Smith Richard J. Glasier
Secretary Senior Vice President and
Chief Financial Officer
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