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EXHIBIT 10.29
AMENDED AND RESTATED
CARNIVAL CORPORATION
1992 STOCK OPTION PLAN
(adopted by the Board of Directors on January 20, 1992
and amended on February 23, 1995)
Carnival Corporation, a Panamanian corporation (the "Company"), hereby
formulates and adopts the following 1992 Stock Option Plan (the "Plan") for key
employees of the Company and its Subsidiaries (as defined in Paragraph 5).
1. Purpose. The purpose of the Plan is to secure for the Company
the benefits of the additional incentive inherent in the ownership of Class A
Voting Common Stock, par value $.01 per share, of the Company ("Common Stock")
by selected key employees of the Company and its Subsidiaries who, in the
judgment of the Committee (as defined in Paragraph 2), are important to the
success and the growth of the business of the Company and its Subsidiaries and
to help the Company and its Subsidiaries secure and retain the services of such
employees.
2. Administration. The Plan shall be administered in a manner
consistent with the requirements for exemptive relief under Rule 16b-3 or its
successor provision under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Plan shall be administered by a committee (the
"Committee") consisting solely of two or more members of the Board of Directors
of the Company (the Board of Directors"), each of whom, to the extent necessary
to comply with the requirements of Rule 16b-3 under the Exchange Act and
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations issued thereunder ("162(m)"), is intended to be a
"disinterested person", within the meaning of Rule 16b-3 under the Exchange Act
and an "outside director" within the meaning of Section 162(m); provided that
the failure of any member of the Committee to qualify as a "disinterested
person" or an "outside director" shall not affect the validity, terms or
conditions of any award made hereunder which otherwise complies with the
provisions of this Plan. The Committee shall select one of its members as
Chairman and shall make such rules and regulations as it shall deem appropriate
concerning the holding of its meetings and transaction of its business. A
majority of the whole Committee shall constitute a quorum, and the act of a
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majority of the members of the Committee present at a meeting at which a quorum
is present shall be the act of the Committee. Any member of the Committee may
be removed at any time either with or without cause by resolution adopted by
the Board of Directors, and any vacancy on the Committee may at any time be
filled by resolution adopted by the Board of Directors.
Subject to the express provisions of the Plan, the Committee shall
have plenary authority to interpret the Plan, to prescribe, amend and rescind
the rules and regulations relating to it and to make all other determinations
deemed necessary and advisable for the administration of the Plan. The
determinations of the Committee shall be conclusive.
3. Common Stock Subject to Options. Subject to the adjustment
provisions of Paragraph 13 below, a maximum of 4,000,000 shares of Common Stock
may be made subject to options granted under the Plan. If, and to the extent
that, options granted under the Plan shall terminate, expire or be canceled for
any reason without having been exercised, new options may be granted in respect
of the shares covered by such terminated, expired or canceled options. The
granting and such terms of such new options shall comply in all respects with
the provisions of the Plan.
Shares sold upon the exercise of any option granted under the Plan may
be shares of authorized and unissued Common Stock, shares of issued Common
Stock held in the Company's treasury, or both.
There shall be reserved at all times for sale under the Plan a number
of shares, of either authorized and unissued shares of Common Stock, shares of
Common Stock held in the Company's treasury, or both, equal to the maximum
number of shares which may be purchased pursuant to options granted or that may
be granted under the Plan.
4. Grant of Options. The Committee shall have the authority and
responsibility, within the limitations of the Plan, to determine the employees
to whom options are to be granted, whether the options granted shall be
"incentive stock options" ("Incentive Options"), within the meaning of section
422(b) of the Code, or options which are not Incentive Options ("Nonqualified
Options"), the number of shares that may be purchased under each option and the
option price; provided that the maximum number of shares in respect of which
Incentive Options and/or Nonqualified Options may be granted to any individual
employee in any calendar year during the term of the Plan shall be 1,000,000.
In determining the employees to whom options shall be granted and the
number of shares to be covered by each such option, the Committee shall take
into consideration the employee's present and potential contribution to the
success of the Company and its
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Subsidiaries and such other factors as the Committee may deem proper and
relevant.
5. Employees Eligible. Options may be granted to any key
employee of the Company or any of its Subsidiaries. Options may be granted to
employees who hold or have held options under this Plan or any similar or other
awards under any other plan of the Company or any of its Subsidiaries.
Employees who are also officers or directors of the Company or any of its
Subsidiaries shall not by reason of such offices be ineligible as recipients of
options.
For purpose of the Plan, a "Subsidiary" of the Company shall mean any
"subsidiary corporation", as such term is defined in section 424(f) of the
Code. Any entity shall be deemed a Subsidiary of the Company only for such
periods as the requisite ownership relationship is maintained.
No person who would own, directly or indirectly, immediately after the
granting of an option to such person, more than 10% of the total combined
voting power of all classes of stock of the Company or any of its Subsidiaries,
except as permitted by section 422(c) of the Code, shall be eligible to receive
an Incentive Option under the Plan.
An employee receiving an option pursuant to the Plan is hereinafter
referred to as an "Optionee".
6. Price. The option price of each share of Common Stock
purchasable under any Incentive Option granted pursuant to the Plan shall not
be less than the Fair Market Value (as defined below) thereof at the time the
option is granted. The Committee is hereby given the authority to determine
the price at which any Nonqualified Option may be granted.
For purposes of the Plan, "Fair Market Value" of a share of Common
Stock means the average of the high and low sales prices of a share of Common
Stock on the New York Stock Exchange Composite Tape on the date in question.
If shares of Common Stock are not traded on the New York Stock Exchange on such
date, "Fair Market Value" of a share of Common Stock shall be determined by the
Committee in its sole discretion.
7. Duration of Options. Each option granted hereunder shall
become exercisable, in whole or in part, at the time or times provided by the
Committee; provided, however, that if an optionee's employment with the Company
or any Subsidiary shall terminate by reason of death or "permanent and total
disability", within the meaning of section 22(e)(3) of the Code ("Disability"),
each outstanding option granted to such optionee shall become exercisable in
full in respect of the aggregate number of share covered thereby.
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Notwithstanding any provision of the Plan to the contrary, the
unexercised portion of any option granted under the Plan shall automatically
and without notice terminate and become null and void at the time of the
earliest to occur of the following:
(a) The expiration of 10 years from the date on which such option
was granted;
(b) The expiration of one year from the date the Optionee's
employment with the Company or any of its Subsidiaries shall terminate by
reason of Disability; provided, however, that if the Optionee shall die during
such one-year period, the provisions of subparagraph C9) below shall apply;
(c) The expiration of one year from the date of the Optionee's
death, if such death occurs either during employment by the Company or any of
its Subsidiaries or during the one-year period described in subparagraph (b)
above.
(d) The date the Optionee's employment with the Company or any of
its Subsidiaries shall terminate by reason of "cause" (as hereafter defined).
Termination by reason of "cause" shall mean termination by reason of
participation and conduct during employment consisting of fraud, felony,
willful misconduct or commission of any act which causes or may reasonably be
expected to cause substantial damage to the Company or any of its Subsidiaries;
(e) The expiration of three months from the date the Optionee's
employment with the Company or any of its Subsidiaries shall terminate other
than by reason of death, Disability or termination for cause; and
(f) In whole or in part, at such earlier time or upon the
occurrence of such earlier event as the Committee in its discretion may provide
upon the granting of such option.
The Committee may determine whether any given leave of absence
constitutes a termination of employment. The options granted under the Plan
shall not be affected by any change of employment so long as the Optionee
continues to be an employee of the Company or any of its Subsidiaries.
8. Exercise of Options. An option granted under this Plan shall
be deemed exercised when the person entitled to exercise the option (a)
delivers written notice to the Company at its principal business office,
directed to the attention of its Secretary, of the decision to exercise, (b)
concurrently tenders to the Company full payment for the shares to be purchased
pursuant to such exercise,, and (c) complies with such other reasonable
requirements as the Committee establishes pursuant to Paragraph 2 of the Plan.
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Payment for shares with respect to which an option is exercised may be made in
cash, check or money order and, subject to the Committee's consent, by Common
Stock. No person will have the rights of a shareholder with respect to shares
subject to an option granted under this Plan until a certificate or
certificates for the shares have been delivered to him.
9. Nontransferability of Options. No option or any right
evidenced thereby shall be transferable in any manner other than by will or the
laws of descent and distribution, and, during the lifetime of an Optionee, only
the Optionee (or the Optionee's court-appointed legal representative) may
exercise an option. In the Committee's discretion, an option may be
transferred pursuant to a "qualified domestic relations order", as defined in
section 414(p) of the Code.
10. Rights of Optionee. Neither the Optionee nor the Optionee's
executor or administrator shall have any of the rights of a stockholder of the
Company with respect to the shares subject to an option until certificates for
such shares shall actually have been issued upon the due exercise of such
option. No adjustment shall be made for any regular cash dividend for which the
record date is prior to the date of such due exercise and full payment for such
shares has been made therefor.
11. Right To Terminate Employment. Nothing in the Plan or in any
option shall confer upon any Optionee the right to continue in the employment
of the Company or any of its Subsidiaries or affect the right of the Company or
any of its Subsidiaries to terminate the Optionee's employment at any time,
subject, however, to the provisions of any agreement of employment between the
Company or any of its Subsidiaries and the Optionee.
12. Nonalienation of Benefits. No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, hypothecation,
pledge, exchange, transfer, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer,
encumber or charge the same shall be void. To the extent permitted by
applicable law, no right or benefit hereunder shall in any manner be liable for
or subject to the debts, contracts, liabilities or torts of the person entitled
to such benefits.
13. Adjustment Upon Changes in Capitalization, etc. In the event
of any stock split, stock dividend, stock change, reclassification,
recapitalization or combination of shares which changes the character or amount
of Common Stock prior to exercise of any portion of an option theretofore
granted under the Plan, such option, to the extent that it shall not have been
exercised, shall entitle the Optionee (or the Optionee's executor or
administrator) upon its exercise to receive in substitution
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therefor such number and kind of shares as the Optionee would have been
entitled to receive if the Optionee had actually owned the stock subject to
such option at the time of the occurrence of such change; provided, however,
that if the change is of such a nature that the Optionee, upon exercise of the
option, would receive property other than shares of stock the Committee shall
make an appropriate adjustment in the option to provide that the Optionee (or
the Optionee's executor or administrator) shall acquire upon exercise only
shares of stock of such number and kind as the Committee, in its sole judgment,
shall deem equitable; and, provided further, that any such adjustment shall be
made so as to conform to the requirements of section 424(a) of the Code.
In the event that any transaction (other than a change specified in
the preceding paragraph) described in section 424(a) of the Code affects the
Common Stock subject to any unexercised option, the Board of Directors of the
surviving or acquiring corporation shall make such similar adjustment as is
permissible and appropriate.
If any such change or transaction shall occur, the number and kind of
shares for which options may thereafter be granted under the Plan shall be
adjusted to give effect thereto.
14. Purchase for Investment. Whether or not the options and
shares covered by the Plan have been registered under the Securities Act of
1933, as amended, each person exercising an option 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. The Company will
endorse any necessary legend referring to the foregoing restriction upon the
certificate or certificates representing any shares issued or transferred to
the Optionee upon the exercise of any option granted under the Plan.
15. Form of Agreements with Optionees. Each option granted
pursuant to the Plan shall be in writing and shall have such form, terms and
provisions, not inconsistent with the provisions of the Plan, as the Committee
shall provide for such option. The effective date of the granting of an option
shall be the date on which the Committee approves such grant. Each Optionee
shall be notified promptly of such grant, and a written agreement shall be
promptly executed and delivered by the Company and the Optionee.
16. Termination and Amendment of Plan and Options. Unless the
Plan shall theretofore have been terminated as hereinafter provided, options
may be granted under the Plan at any time, and from time to time, prior to the
tenth anniversary of the Effective Date (as defined below), on which date the
Plan will expire, except as to options then outstanding under the Plan. Such
options shall
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remain in effect until they have been exercised, have expired or have been
canceled.
The Plan may be terminated or amended at any time by the Board of
Directors; provided, however, that any such amendment shall comply with all
applicable laws (including Code section 422), applicable stock exchange listing
requirements, and applicable requirements for exemption (to the extent
necessary) under Rule 16b-3 under the Exchange Act.
No termination, modification or amendment of the Plan, without the
consent of the Optionee, may adversely affect the rights of such person with
respect to such option. With the consent of the Optionee and subject to the
terms and conditions of the Plan, the Committee may amend outstanding option
agreements with any Optionee.
17. Effective Date of Plan. The Plan shall become effective upon
its adoption by the Board of Directors (the "Effective Date"), subject,
however, to its approval by the Company's shareholders within 12 months after
the date of such adoption.
18. Government and Other Regulations. The obligation of the
Company with respect to options granted under the Plan shall be subject to all
applicable laws, rules and regulations and such approvals by any governmental
agency as may be required, including, without limitation, the effectiveness of
any registration statement required under the Securities Act of 1933, as
amended, the rules and regulations of any securities exchange on which the
Common Stock may be listed.
19. Withholding. The Company's obligation to deliver shares of
Common Stock in respect of any option granted under the Plan shall be subject
to all applicable federal, state and local tax withholding requirements.
Federal, state and local tax withholding tax due upon the exercise of any
option (or upon any disqualifying disposition of shares of Common Stock subject
to an Incentive Option) in the Committee's sole discretion, may be paid in
shares of Common Stock (including the withholding of shares subject to an
option) upon such terms and conditions as the Committee may determine.
20. Separability. If any of the terms or provision of the Plan
conflict with the requirements of Rule 16b-3 under the Exchange Act and/or
section 422 of the Code, then such terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of Rule 16b-3
and/or section 422 of the Code. With respect to Incentive Options, if the Plan
does not contain any provision required to be included herein under section 422
of the Code, such provision shall be deemed to be incorporated herein with the
same force and effect as if such provision had been
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set out at length herein; provided, further, that to the extent any option
which is intended to qualify as an Incentive Option cannot so qualify, such
option, to that extent, shall be deemed to be a Nonqualified Option for all
purposes of the Plan.
21. Non-Exclusivity of the Plan. Neither the adoption of the Plan
by the Board of Directors nor the submission of the Plan to the shareholders of
the Company for approval shall be construed as creating any limitation on the
power of the Board of Directors to adopt such other incentive arrangements as
it may deem desirable, including, without limitation, the granting of stock
options and the awarding of stock and cash otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases.
22. Exclusion from Pension and Profit-Sharing Computation. By
acceptance of an option, each Optionee shall be deemed to have agreed that such
grant is special incentive compensation that will not be taken into account, in
any manner, as salary, compensation or bonus in determining the amount of any
payment under any pension, retirement or other employee benefit plan of the
Company or any of its Subsidiaries. In addition, such option will not affect
the amount of any life insurance coverage, if any, provided by the Company on
the life of the Optionee which is payable to such beneficiary under any life
insurance plan covering employees of the Company or any of its Subsidiaries.
23. Governing Law. The Plan shall be governed by, and construed
in accordance with, the laws of the State of Florida.
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