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EXHIBIT 10.28
RETIREMENT AND CONSULTING AGREEMENT
AGREEMENT made this 30th day of November, 1994, between CARNIVAL
CORPORATION, having its principal place of business at 3655 N.W. 87th Avenue,
Miami, Florida (the "COMPANY") and A. Kirk Lanterman, ("LANTERMAN"), residing at
714 W. Galer, Seattle, Washington, 98119.
RECITALS
A. Lanterman has served as President and Chief Executive Officer
of the Company's wholly-owned subsidiary, Holland America Line-Westours, Inc.
("HAL") since January 1989, and has performed exemplary service during said
years.
B. The Company desires to compensate Lanterman for such exemplary
service by way of retirement pay.
C. The Company desires to retain Lanterman's consulting services
following such retirement on the terms set forth in this Agreement.
IN CONSIDERATION of past services as related above and the consulting
services related below, it is agreed as follows:
1. Compensation For Past Services and Consulting Services
1.1 For a period of ten (10) years following the date of
retirement by Lanterman from active service with the Company or its
subsidiaries (the "RETIREMENT DATE"), the Company shall pay to Lanterman in
monthly installments an annual compensation of $300,000.00.
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1.2 In the event of Lanterman's death prior to the tenth
anniversary of the Retirement Date, the unpaid balance of this total
compensation ($3,000,000.00) shall be paid in full to Lanterman's estate within
30 days of the date of his death. The unpaid balance shall be its then present
value calculated by utilization of an interest rate of 7.5% per year.
2. Consulting Services
Commencing on the Retirement Date and for a period of ten (10)
years, Lanterman agrees to perform consulting services for the Company in
regard to the business operations of HAL upon the specific written request of
the Company. Such services shall be provided during normal business hours, on
such dates, for such time and at such locations as shall be agreeable to
Lanterman. Such services shall not require more than five (5) hours in any
calendar month, unless expressly consented to by Lanterman, which consent may
be withheld for any reason whatsoever. The Company will reimburse Lanterman
for any out-of-pocket expenses incurred by him in the performance of said
consulting services.
3. Independent Contractor
Commencing on the Retirement Date, after retirement, Lanterman
acknowledges that he will be solely an independent contractor and consultant.
He further acknowledges that he will not consider himself to be an employee of
the Company, and will not be entitled to any Company employment rights or
benefits.
4. Confidentiality
Lanterman will keep in strictest confidence, both during
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the term of this Agreement and subsequent to termination of this Agreement, and
will not during the term of this agreement or thereafter disclose or divulge to
any person, firm or corporation, or use directly or indirectly, for his own
benefit or the benefit of others, any confidential Company information
including, without limitation, to any trade secrets respecting the business or
affairs of the Company which he may acquire or develop in connection with or as
a result of the performance of his service hereunder. In the event of an
actual or threatened breach by Lanterman of the provisions of this paragraph,
the Company shall be entitled to injunctive relief restraining Lanterman from
the breach or threatened breach as it sole remedy. The Company hereby waives
the rights for damages, whether consequential or otherwise.
5. Enforceable
The provisions of this Agreement shall be enforceable
notwithstanding the existence of any claim or cause of action of Lanterman
against the Company, or the Company against Lanterman, whether predicated on
this Agreement or otherwise.
6. Applicable Law
This Agreement shall be construed in accordance with the laws
of the State of Washington, and venue for any litigation concerning an alleged
breach of this Agreement shall be in King County, Washington, and the
prevailing party shall be entitled to reasonable attorney's fees and costs
incurred.
7. Entire Agreement
This Agreement contains the entire agreement of the
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parties relating to the subject matter hereof. Any notice to be given under
this Agreement shall be sufficient if it is in writing an is sent by certified
or registered mail to Lanterman or to the Company to the attention of the
President, or otherwise as directed by the Company, from time to time, at the
addresses as they appear in the opening paragraph of this Agreement.
8. Waiver
The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.
IN WITNESS WHEREOF, the Company and Lanterman have duly executed this
Agreement as of the day and year first above written.
CARNIVAL CORPORATION
By: HOWARD FRANK
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Vice Chairman
A. KIRK LANTERMAN
A. KIRK LANTERMAN
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