Exhibit 10.1
CARNIVAL CORPORATION
2002 STOCK PLAN
(Effective as of January 14, 2002,
as amended as of September 25, 2002 and April 17, 2003,
and as further amended and restated as of April 21, 2004)
1. Purpose
The purpose of the Plan is to provide a means through which each member of
the Combined Group and their respective Affiliates may attract able persons to
enter and remain in the employ of members of the Combined Group and their
Affiliates and to provide a means whereby employees, directors and consultants
of each member the Combined Group and their Affiliates can acquire and maintain
Share ownership, or be paid incentive compensation measured by reference to the
value of Shares, thereby strengthening their commitment to the welfare of the
members of the Combined Group and their Affiliates and promoting an identity of
interest between shareholders and these persons.
The Plan provides for granting of Incentive Stock Options, Nonqualified
Stock Options, Restricted Stock and Restricted Stock Units.
2. Definitions
The following definitions shall be applicable throughout the Plan.
(a) "Affiliate" means (i) any entity that directly or indirectly is
controlled by, controls or is under common control with the Company or Carnival
plc, and (ii) to the extent provided by the Committee, any entity in which the
Company or Carnival plc has a significant equity interest.
(b) "Award" means, individually or collectively, any Incentive Stock
Option, Nonqualified Stock Option, Restricted Stock Award or Restricted Stock
Unit Award.
(c) "Award Agreement" means a Stock Option Agreement, Restricted
Stock agreement or Restricted Stock Unit agreement.
(d) "Board" means the Board of Directors of the Company.
(e) "Carnival plc" means the entity previously known as P&O Princess
Cruises plc, a public limited company incorporated under the laws of England and
Wales, and any successor thereto.
(f) "Cause" means a member of the Combined Group or an Affiliate
having "cause" to terminate a Participant's employment or service, as defined in
any existing employment, consulting or any other agreement between the
Participant and a member of the Combined Group or an Affiliate or, in the
absence of such an employment, consulting or other agreement, upon (i) the
determination by the Committee that the Participant has ceased to perform his
duties to a member of the Combined Group or an Affiliate (other than as a result
of his incapacity due to physical or mental illness or injury), which failure
amounts to an intentional and extended neglect of his duties to such party, (ii)
the Committee's determination that the Participant has engaged or is about to
engage in willful misconduct or conduct which causes or may reasonably be
expected to cause substantial damage to a member of the Combined Group or an
Affiliate, (iii) the Participant having been convicted of, or plead guilty or no
contest to, a felony or any crime involving as a material element fraud or
dishonesty, (iv) the failure of the Participant to follow the lawful
instructions of the Board or any of his superiors or (v) in the case of a
Participant who is a non-employee director, the Participant
ceasing to be a member of the Board in connection with the Participant engaging
in any of the activities described in clauses (i) through (iv) above.
(g) "Change of Control" means, unless in the case of a particular
Award the applicable Award Agreement states otherwise or contains a different
definition of "Change of Control," the occurrence of any of the following:
(i) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or
more (on a fully diluted basis) of either (A) the then outstanding shares of
common stock of the Company, taking into account as outstanding for this purpose
such common stock issuable upon the exercise of options or warrants, the
conversion of convertible stock or debt, and the exercise of any similar right
to acquire such common stock (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this Plan,
the following acquisitions shall not constitute a Change of Control: (I) any
acquisition by the Company or any Affiliate, (II) any acquisition by any
employee benefit plan sponsored or maintained by the Company or any Affiliate,
(III) any acquisition by Marilyn B. Arison, Micky Arison, Shari Arison, Michael
Arison or their spouses or lineal descendents, any trust established for the
benefit of any of the aforementioned Arison family members, or any Person
directly or indirectly controlling, controlled by or under common control with
any of the aforementioned Arison family members or any trust established for the
benefit of any of the aforementioned Arison family members or any charitable
trust or non-profit entity established by any person or entity described in this
clause (III), (IV) any acquisition by any Person which complies with clauses
(A), (B) and (C) of subsection (v) of this Section 2(g), or (V) in respect of an
Award held by a particular Participant, any acquisition by the Participant or
any "affiliate" (within the meaning of 17 C.F.R. ss.230.405) of the Participant
(persons described in clauses (I), (II), (III) (IV) and (V) being referred to
hereafter as "Excluded Persons");
(ii) individuals who, on the date hereof, constitute the Board
(the "Incumbent Directors") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to the date hereof, whose election or nomination for election was approved by a
vote of at least two-thirds of the Incumbent Directors then on the Board (either
by a specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without written objection to
such nomination) shall be an Incumbent Director; provided, however, that no
individual initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest, as such terms are used in
Rule 14a-11 of Regulation A promulgated under the Exchange Act, with respect to
directors or as a result of any other actual or threatened solicitation of
proxies or consents by or on behalf of any person other than the Board shall be
deemed to be an Incumbent Director;
(iii) the dissolution or liquidation of the Company;
(iv) the sale, transfer or other disposition of all or
substantially all of the business or assets of the Company; or
(v) the consummation of a reorganization, recapitalization,
merger, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company that requires the approval of the Company's
shareholders, whether for such transaction or the issuance of securities in the
transaction (a "Business Combination"), unless immediately following such
Business Combination: (A) more than 50% of the total voting power of (x) the
corporation resulting from such Business Combination (the "Surviving Company"),
or (y) if applicable, the ultimate parent corporation that directly or
indirectly has beneficial ownership of sufficient voting securities eligible to
elect a majority of the directors of the Surviving
Company (the "Parent Company"), is represented by the Outstanding Company Voting
Securities that were outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which the Outstanding Company
Voting Securities were converted pursuant to such Business Combination), and
such voting power among the holders thereof is in substantially the same
proportion as the voting power of the Company's Voting Securities among the
holders thereof immediately prior to the Business Combination, (B) no Person
(other than any Excluded Person), is or becomes the beneficial owner, directly
or indirectly, of 50% or more of the total voting power of the outstanding
voting securities eligible to elect directors of the Parent Company (or, if
there is no Parent Company, the Surviving Company) and (C) at least a majority
of the members of the board of directors of the Parent Company (or, if there is
no Parent Company, the Surviving Company) following the consummation of the
Business Combination were Board members at the time of the Board's approval of
the execution of the initial agreement providing for such Business Combination.
(h) "Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under
such section.
(i) "Committee" means the Compensation Committee of the Board.
Unless the Board determines otherwise, each member of the Committee shall, at
the time he takes any action with respect to an Award under the Plan, be an
Eligible Director. However, the mere fact that a Committee member shall fail to
qualify as an Eligible Director shall not invalidate any Award granted by the
Committee which Award is otherwise validly granted under the Plan.
(j) "Common Stock" means the common stock, par value $0.01 per
share, of the Company and any stock into which such common stock may be
converted or into which it may be exchanged.
(k) "Combined Group" means the Company and Carnival plc and any
successor thereto.
(l) "Company" means Carnival Corporation, a corporation organized
under the laws of the Republic of Panama, and any successor thereto.
(m) "Date of Grant" means the date on which the granting of an Award
is authorized, or such other date as may be specified in such authorization or,
if there is no such date, the date indicated on the applicable Award Agreement.
(n) "Disability" means, unless in the case of a particular Award,
the applicable Award Agreement states otherwise, a condition entitling a person
to receive benefits under the long-term disability plan of a member of the
Combined Group or an Affiliate, as may be applicable to the Participant in
question, or, in the absence of such a plan, the complete and permanent
inability by reason of illness or accident to perform the duties of the
occupation at which a Participant was employed or served when such disability
commenced, as determined by the Committee based upon medical evidence acceptable
to it.
(o) "Effective Date" means January 14, 2002.
(p) "Eligible Director" means a person who is (i) a "non-employee
director" within the meaning of Rule 16b-3 under the Exchange Act, or a person
meeting any similar requirement under any successor rule or regulation and (ii)
an "outside director" within the meaning of Section 162(m) of the Code, and the
Treasury Regulations promulgated thereunder; provided, however, that clause (ii)
shall apply only with respect to grants of Awards with respect to which the
Company's tax deduction could be limited by Section 162(m) of the Code if such
clause did not apply.
(q) "Eligible Person" means any (i) individual regularly employed by
a member of the Combined Group or an Affiliate who satisfies all of the
requirements of Section 6; provided, however, that no such employee covered by a
collective bargaining agreement shall be an Eligible Person unless and to the
extent that such eligibility is set forth in such collective bargaining
agreement or in an agreement or instrument relating thereto; (ii) director of a
member of the Combined Group or an Affiliate or (iii) consultant or advisor to a
member of the Combined Group or an Affiliate who may be offered securities
pursuant to Form S-8 (which, as of the Effective Date, includes only those who
(A) are natural persons and (B) provide bona fide services to a member of the
Combined Group other than in connection with the offer or sale of securities in
a capital-raising transaction, and do not directly or indirectly promote or
maintain a market for the Company's securities).
(r) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(s) "Fair Market Value", on a given date means (i) if the Shares are
listed on a national securities exchange, the average of the highest and lowest
sale prices reported as having occurred on the primary exchange with which the
Shares are listed and traded on such date, or, if there is no such sale on that
date, then on the last preceding date on which such a sale was reported; (ii) if
the Shares are not listed on any national securities exchange but is quoted in
the Nasdaq National Market ("Nasdaq") on a last sale basis, the average between
the high bid price and low ask price reported on the date prior to such date,
or, if there is no such sale on that date, then on the last preceding date on
which a sale was reported; or (iii) if the Shares are not listed on a national
securities exchange nor quoted in the Nasdaq on a last sale basis, the amount
determined by the Committee to be the fair market value based upon a good faith
attempt to value the Shares accurately and computed in accordance with
applicable regulations of the Internal Revenue Service.
(t) "Incentive Stock Option" means an Option granted by the
Committee to a Participant under the Plan which is designated by the Committee
as an incentive stock option as described in Section 422 of the Code and which
otherwise meets the requirements set forth herein.
(u) "Mature Shares" means Shares owned by a Participant which are
not subject to any pledge or other security interest and have either been held
by the Participant for six months, previously acquired by the Participant on the
open market or meet such other requirements as the Committee may determine are
necessary in order to avoid an accounting earnings charge on account of the use
of such Shares to pay the Option Price or satisfy a withholding obligation in
respect of an Option.
(v) "Nonqualified Stock Option" means an Option granted by the
Committee to a Participant under the Plan, which is not designated by the
Committee as an Incentive Stock Option.
(w) "Option" means an Award granted under Section 7.
(x) "Option Period" means the period described in Section 7(c).
(y) "Option Price" means the exercise price for an Option as
described in Section 7(a).
(z) "Pairing Agreement" means the Pairing Agreement, dated April 17,
2003, among Carnival Corporation, The Law Debenture Trust Corporation (Cayman)
Limited, as trustee of the Carnival plc Special Voting Trust, and Sun Trust
Bank, as transfer agent, as it may be amended from time to time.
(aa) "Participant" means an Eligible Person who has been selected by
the Committee to participate in the Plan and to receive an Award.
(bb) "Performance Goals" means the performance objectives which may
be established by the Committee for the purpose of determining whether, and to
what extent, Awards will be earned for a Restricted Period. To the extent an
Award is intended to qualify as "performance-based compensation" under Section
162(m) of the Code, the Performance Goals shall be established with reference to
one or more of the following, either on a Combined Group-wide basis or, as
relevant, in respect of the Company, Carnival plc or one or more Affiliates,
divisions or operations of a member of the Combined Group:
(i) earnings (gross, net or per share)
(ii) stock price (absolute or relative to other companies)
(iii) market share
(iv) gross or net profit margin
(v) costs or expenses
(vi) productivity improvements
(vii) total shareholder return (absolute or relative to other
companies).
(cc) "Plan" means this Carnival Company 2002 Stock Plan, as amended.
(dd) "Restricted Period" means, with respect to any share of
Restricted Stock or any Restricted Stock Unit, the period of time determined by
the Committee during which such Award is subject to the restrictions set forth
in Section 8.
(ee) "Restricted Stock" means Shares issued or transferred to a
Participant subject to forfeiture and the other restrictions set forth in
Section 8.
(ff) "Restricted Stock Award" means an Award of Restricted Stock
granted under Section 8.
(gg) "Restricted Stock Unit" means a hypothetical investment
equivalent to one Share granted in connection with an Award made under Section
8.
(hh) "Restricted Stock Unit Award" means an Award of Restricted
Stock Units granted under Section 8.
(ii) "Retirement" means a termination of employment with a member of
the Combined Group and all Affiliates by a Participant on or after the earlier
of (i) age 65 with at least five years of employment with a member of the
Combined Group and/or its Affiliates or (ii) age 55 with at least 15 years of
employment with a member of the Combined Group and/or its Affiliates.
(jj) "Securities Act" means the Securities Act of 1933, as amended.
(kk) "Share" means the aggregate of one share of Common Stock and
one Trust Share.
(ll) "Stock Option Agreement" means any agreement between the
Company and a Participant who has been granted an Option pursuant to Section 7
which defines the rights and obligations of the parties thereto.
(mm) "Subsidiary" means any subsidiary of the Company as defined in
Section 424(f) of the Code.
(nn) "Trust Share" shall have the meaning assigned to it in the
Pairing Agreement.
(oo) "Vested Unit" shall have the meaning assigned to it in Section
8(d).
3. Effective Date, Duration and Shareholder Approval
The Plan is effective as of the Effective Date, and the Plan was approved
by shareholders at a meeting held on April 15, 2002 in a manner intended to
comply with the shareholder approval requirements of Sections 422(b)(1) and
162(m) of the Code and the New York Stock Exchange.
The expiration date of the Plan, on and after which no Awards may be
granted hereunder, shall be the tenth anniversary of the Effective Date;
provided, however, that the administration of the Plan shall continue in effect
until all matters relating to Awards previously granted have been settled.
4. Administration
The Committee shall administer the Plan. The majority of the members of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present or acts approved in writing
by a majority of the Committee shall be deemed the acts of the Committee.
Subject to the provisions of the Plan and applicable law, the Committee
shall have the power, in addition to other express powers and authorizations
conferred on the Committee by the Plan, to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Awards; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or
canceled, forfeited or suspended and the method or methods by which Awards may
be settled, exercised, canceled, forfeited or suspended; (vi) determine whether,
to what extent, and under what circumstances the delivery of cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vii) interpret, administer, reconcile any
inconsistency, correct any defect and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action specified under
the Plan or that the Committee deems necessary or desirable for the
administration of the Plan.
(b) The Committee shall have the authority to amend the Plan
(including by the adaptation of appendices or subplans) and/or the terms and
conditions relating to an Award to the extent necessary to permit participation
in the Plan by Eligible Persons who are located outside of the United States on
terms and conditions comparable to those afforded to Eligible Persons located
within the United States; provided, however, that no such action shall be taken
without shareholder approval if such approval is necessary to comply with any
tax or regulatory requirement applicable to the Plan (including as necessary to
prevent the Company from being denied a tax deduction on account of Section
162(m) of the Code).
(c) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards shall be
within the sole discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon all parties, including, without
limitation, each member of the Combined Group, their respective Affiliates, any
Participant, any holder or beneficiary of any Award, and any shareholder.
5. Grant of Awards; Shares Subject to the Plan
The Committee may, from time to time, grant Awards of Options, Restricted
Stock, Restricted Stock Units, or other stock-based Awards pursuant to Section
9, to one or more Eligible Persons; provided, however, that:
(a) Subject to Section 11, the aggregate number of Shares in respect
of which Awards may be granted under the Plan shall not exceed 40,000,000;
(b) Shares shall be deemed to have been used in settlement of Awards
whether they are actually delivered. In the event any Award shall be
surrendered, terminate, expire, forfeited or cancelled for any reason whatsoever
without the Participant having benefited from therefrom, the number of Shares no
longer subject thereto shall thereupon be released and shall thereafter be
available for new Awards under the Plan. For purposes of the foregoing sentence,
a Participant shall not be deemed to have received any "benefit" in the case of
forfeited Restricted Stock Awards by reason of having enjoyed voting rights and
dividend rights prior to the date of forfeiture;
(c) Shares delivered by the Company in settlement of Awards may be
authorized and unissued Shares or Shares held in the treasury of the Company or
purchased on the open market or by private purchase; and
(d) Subject to Section 11, no person may be granted an Award under
the Plan during any calendar year with respect to more than 2,000,000 Shares;
provided that such number shall be adjusted pursuant to Section 11, and Shares
otherwise counted against such number, only in a manner which will not cause the
Awards granted under the Plan to fail to qualify as "performance-based
compensation" under Section 162(m) of the Code.
6. Eligibility
Participation shall be limited to Eligible Persons who have received
written notification from the Committee, or from a person designated by the
Committee, that they have been selected to participate in the Plan.
7. Terms of Options
The Committee is authorized to grant one or more Incentive Stock Options
or Nonqualified Stock Options to any Eligible Person; provided, however, that no
Incentive Stock Option shall be granted to any Eligible Person who is not an
employee of the Company or a Subsidiary. Each Option so granted shall be subject
to the conditions set forth in this Section 7, or to such other conditions as
may be reflected in the applicable Stock Option Agreement.
(a) Option Price. The Option Price per Share for each Option shall
be set by the Committee at the time of grant but shall not be less than (i) in
the case of an Incentive Stock Option, and subject to Section 7(f), the Fair
Market Value of a Share on the Date of Grant, and (ii) in the case of a
Non-Qualified Stock Option, 85% of the Fair Market Value of a Share on the Date
of Grant; provided, however, that all Options intended to qualify as
"performance-based compensation" under Section 162(m) of the Code shall have an
Option Price per Share no less than the Fair Market Value of a Share on the Date
of Grant.
(b) Manner of Exercise and Form of Payment. No Shares shall be
delivered pursuant to any exercise of an Option until payment in full of the
Option Price therefor is received by the Company. Options which have become
exercisable may be exercised by delivery of written notice of exercise to the
Company accompanied by payment of the aggregate Option Price. The Option Price
shall be payable in cash and/or Shares valued at the Fair Market Value at the
time the Option is exercised (including by means of attestation of ownership of
a sufficient number of Shares in lieu of actual delivery of such Shares to the
Company), provided that such Shares are Mature Shares, or, in the discretion of
the Committee, either (i) in
other property having a fair market value on the date of exercise equal to the
Option Price, (ii) by delivering to the Committee a copy of irrevocable
instructions to a stockbroker to deliver promptly to the Company an amount of
loan proceeds, or proceeds of the sale of the Shares subject to the Option,
sufficient to pay the Option Price or (iii) by such other method as the
Committee may allow.
(c) Vesting, Option Period and Expiration. Options shall vest and
become exercisable in such manner and on such date or dates determined by the
Committee and shall expire after such period, not to exceed ten years, as may be
determined by the Committee (the "Option Period"); provided, however, that
notwithstanding any vesting dates set by the Committee, the Committee may, in
its sole discretion, accelerate the exercisability of any Option, which
acceleration shall not affect the terms and conditions of such Option other than
with respect to exercisability. If an Option is exercisable in installments,
such installments or portions thereof which become exercisable shall remain
exercisable until the Option expires.
Unless otherwise stated in the applicable Stock Option Agreement, an
Option shall expire earlier than the end of the Option Period in the following
circumstances:
(i) If prior to the end of the Option Period, the
Participant's employment or service with each member of the Combined Group and
all Affiliates is terminated by a member of the Combined Group without Cause or
by the Participant for any reason other than Retirement, the Option shall expire
on the earlier of the last day of the Option Period or the date that is three
months after the date of such termination; provided, however, that any
Participant whose employment or service with a member of the Combined Group or
any Affiliate is terminated and who is subsequently rehired or reengaged by a
member of the Combined Group or any Affiliate prior to the expiration of the
Option shall not be considered to have undergone a termination. In the event of
a termination described in this clause (i), the Option shall remain exercisable
by the Participant until its expiration only to the extent the Option was
exercisable at the time of such termination.
(ii) If the Participant dies or is terminated on account of
Disability prior to the end of the Option Period and while still in the employ
or service of a member of the Combined Group or an Affiliate, or dies following
a termination described in clause (i) above but prior to the expiration of an
Option, the Option shall expire on the earlier of the last day of the Option
Period or the date that is one year after the date of death or termination on
account of Disability of the Participant, as applicable. In such event, the
Option shall remain exercisable by the Participant or his or her beneficiary
determined in accordance with Section 10(p), as applicable, until its expiration
only to the extent the Option was exercisable by the Participant at the time of
such event.
(iii) If the Participant ceases employment or service with a
member of the Combined Group and Affiliates due to a termination by a member of
the Combined Group or an Affiliate for Cause, the Option shall expire
immediately upon such cessation of employment or service.
Unless stated otherwise in an applicable Stock Option Agreement, if
the Participant terminates by reason of Retirement prior to the end of the
Option Period, the Option shall (i) expire at the end of the Option Period and
(ii) continue vesting in accordance with the vesting schedule set forth in the
Stock Option Agreement, without regard to any requirement in such vesting
schedule that the Participant remain employed with a member of the Combined
Group or an Affiliate as a condition to vesting.
(d) Other Terms and Conditions. Each Option granted under the Plan
shall be evidenced by a Stock Option Agreement. Except as specifically provided
otherwise in a Stock Option Agreement, each Option granted under the Plan shall
be subject to the following terms and conditions:
(i) Each Option or portion thereof that is exercisable shall
be exercisable for the full amount or for any part thereof.
(ii) Each Share purchased through the exercise of an Option
shall be paid for in full at the time of the exercise. Each Option shall
cease to be exercisable, as to any Share, when the Participant purchases
the share or when the Option expires.
(iii) Subject to Section 8(h), Options shall not be
transferable by the Participant except by will or the laws of descent and
distribution and shall be exercisable during the Participant's lifetime
only by him.
(iv) Each Option shall vest and become exercisable by the
Participant in accordance with the vesting schedule established by the
Committee and set forth in the Stock Option Agreement.
(v) At the time of any exercise of an Option, the Committee
may, in its sole discretion, require a Participant to deliver to the
Committee a written representation that the Shares to be acquired upon
such exercise are to be acquired for investment and not for resale or with
a view to the distribution thereof. Upon such a request by the Committee,
delivery of such representation prior to the delivery of any Shares issued
upon exercise of an Option shall be a condition precedent to the right of
the Participant or such other person to purchase any Shares. In the event
certificates for Shares are delivered under the Plan with respect to which
such investment representation has been obtained, the Committee may cause
a legend or legends to be placed on such certificates to make appropriate
reference to such representation and to restrict transfer in the absence
of compliance with applicable federal or state securities laws.
(vi) Each Participant awarded an Incentive Stock Option under
the Plan shall notify the Company in writing immediately after the date he
makes a disqualifying disposition of any Shares acquired pursuant to the
exercise of such Incentive Stock Option. A disqualifying disposition is
any disposition (including any sale) of such Shares before the later of
(a) two years after the Date of Grant of the Incentive Stock Option or (b)
one year after the date the Participant acquired the Shares by exercising
the Incentive Stock Option.
(vii) Except as specifically provided otherwise in a Stock
Option Agreement, any Participant who is classified as a "shipboard
employee," and who has not otherwise evidenced a specific intent to
permanently terminate his employment with each member of the Combined
Group and all Affiliates (as reasonably determined by the Committee) shall
not be considered to have terminated employment with each member of the
Combined Group and all Affiliates until a six-month period has expired
from his signing off of a ship without physically signing on to another
ship.
(e) Incentive Stock Option Grants to 10% Shareholders.
Notwithstanding anything to the contrary in this Section 7, if an Incentive
Stock Option is granted to a Participant who owns stock representing more than
ten percent of the voting power of all classes of stock of the Company or of a
Subsidiary or a parent of the Company, the Option Period shall not exceed five
years from the Date of Grant of such Option and the Option Price shall be at
least 110 percent of the Fair Market Value (on the Date of Grant) of the Shares
subject to the Option.
(f) $100,000 Per Year Limitation for Incentive Stock Options. To the
extent the aggregate Fair Market Value (determined as of the Date of Grant) of
Shares for which Incentive Stock Options are exercisable for the first time by
any Participant during any calendar year (under all plans of the Company)
exceeds $100,000, such excess Incentive Stock Options shall be treated as
Nonqualified Stock Options.
8. Restricted Stock Awards and Restricted Stock Units
(a) Awards of Restricted Stock and Restricted Stock Unit Awards.
(i) The Committee shall have the authority (A) to grant
Restricted Stock Awards and Restricted Stock Unit Awards to Eligible
Persons, (B) to issue or transfer Restricted Stock to Participants, and
(C) to establish terms, conditions and restrictions applicable to such
Restricted Stock and Restricted Stock Units, including the Restricted
Period, which may differ with respect to each Participant, the time or
times at which Restricted Stock or Restricted Stock Units shall be granted
or become vested and the number of Shares or units to be covered by each
grant.
(ii) Each Participant granted a Restricted Stock Award shall
execute and deliver to the Company a Restricted Stock agreement with
respect to the Restricted Stock setting forth the restrictions applicable
to such Restricted Stock. If the Committee determines that the Restricted
Stock shall be held in escrow rather than delivered to the Participant
pending the release of the applicable restrictions, the Committee may
require the Participant to additionally execute and deliver to the Company
(A) an escrow agreement satisfactory to the Committee and (B) the
appropriate blank stock powers with respect to the Restricted Stock
covered by such agreement. If a Participant shall fail to execute an
agreement evidencing an Award of Restricted Stock and, if applicable, an
escrow agreement and stock powers, the Award shall be null and void.
Subject to the restrictions set forth in Section 8(b), the Participant
generally shall have the rights and privileges of a stockholder as to such
Restricted Stock, including the right to vote such Restricted Stock. At
the discretion of the Committee, cash dividends and stock dividends with
respect to the Restricted Stock may be either currently paid to the
Participant or withheld by the Company for the Participant's account, and
interest may be credited on the amount of cash dividends withheld at a
rate and subject to such terms as determined by the Committee. The cash
dividends or stock dividends so withheld by the Committee and attributable
to any particular share of Restricted Stock (and earnings thereon, if
applicable) shall be distributed to the Participant upon the release of
restrictions on such share and, if such share is forfeited, the
Participant shall have no right to such cash dividends stock dividends.
(iii) Upon the grant of an Award of Restricted Stock, the
Committee shall cause a stock certificate registered in the name of the
Participant to be issued and, if it so determines, deposited together with
the stock powers with an escrow agent designated by the Committee. If an
escrow arrangement is used, the Committee may cause the escrow agent to
issue to the Participant a receipt evidencing any stock certificate held
by it registered in the name of the Participant.
(iv) The terms and conditions of a grant of Restricted Stock
Units shall be reflected in a written Restricted Stock Unit agreement. No
Shares shall be issued at the time an Award of Restricted Stock Units is
made, and the Company will not be required to set aside a fund for the
payment of any such Award. At the discretion of the Committee, each
Restricted Stock Unit (representing one Share) awarded to a Participant
may be credited with cash and stock dividends paid in respect of one Share
("Dividend Equivalents"). At the discretion of the Committee, Dividend
Equivalents may be either currently paid to the Participant or withheld by
the Company for the Participant's account, and interest may be credited on
the amount of cash Dividend Equivalents withheld at a rate and subject to
such terms as determined by the Committee. Dividend Equivalents credited
to a Participant's account and attributable to any particular Restricted
Stock Unit (and earnings thereon, if applicable) shall be distributed to
the Participant upon settlement of such Restricted Stock Unit and, if such
Restricted Stock Unit is forfeited, the Participant shall have no right to
such Dividend Equivalents.
(b) Restrictions.
(i) Restricted Stock awarded to a Participant shall be subject
to the following restrictions until the expiration of the Restricted
Period and the attainment of any other vesting criteria established by the
Committee, and to such other terms and conditions as may be set forth in
the applicable Restricted Stock Agreement: (A) if an escrow arrangement is
used, the
Participant shall not be entitled to delivery of the stock certificate;
(B) the Shares shall be subject to the restrictions on transferability set
forth in the Restricted Stock Agreement; (C) the Shares shall be subject
to forfeiture to the extent provided in the applicable Restricted Stock
Agreement and, to the extent such Shares are forfeited, the stock
certificates shall be returned to the Company, and all rights of the
Participant to such Shares and as a shareholder shall terminate without
further obligation on the part of the Company.
(ii) Restricted Stock Units awarded to any Participant shall
be subject to (1) forfeiture until the expiration of the Restricted Period
and the attainment of any other vesting criteria established by the
Committee, to the extent provided in the applicable Restricted Stock Unit
agreement, and to the extent such Restricted Stock Units are forfeited,
all rights of the Participant to such Restricted Stock Units shall
terminate without further obligation on the part of the Company and (2)
such other terms and conditions as may be set forth in the applicable
Restricted Stock Unit agreement.
(iii) The Committee shall have the authority to remove any or
all of the restrictions on the Restricted Stock and Restricted Stock Units
whenever it may determine that, by reason of changes in applicable laws or
other changes in circumstances arising after the date of the Restricted
Stock Award or Restricted Stock Unit Award, such action is appropriate.
(c) Restricted Period. The Restricted Period of Restricted Stock and
Restricted Stock Units shall commence on the Date of Grant and shall expire from
time to time as to that part of the Restricted Stock and Restricted Stock Units
indicated in a schedule established by the Committee in the applicable
Restricted Stock agreement or Restricted Stock Unit agreement.
(d) Delivery of Restricted Stock and Settlement of Restricted Stock
Units. Upon the expiration of the Restricted Period with respect to any Shares
covered by an Award of Restricted Stock and the attainment of any other vesting
criteria established by the Committee, the restrictions set forth in Section
8(b) and the Restricted Stock Agreement shall be of no further force or effect
with respect to shares of Restricted Stock which have not then been forfeited.
If an escrow arrangement is used, upon such expiration, the Company shall
deliver to the Participant, or his beneficiary, without charge, the stock
certificate evidencing the shares of Restricted Stock which have not then been
forfeited and with respect to which the Restricted Period has expired and any
other vesting criteria established by the Committee has been attained (to the
nearest full share) and any cash dividends or stock dividends credited to the
Participant's account with respect to such Restricted Stock and the interest
thereon, if any.
Upon the expiration of the Restricted Period and the attainment of
any other vesting criteria established by the Committee, with respect to any
Restricted Stock Units covered by a Restricted Stock Unit Award, the Company
shall deliver to the Participant, or his beneficiary, without charge, one Share
for each Restricted Stock Unit which has not then been forfeited and with
respect to which the Restricted Period has expired and any other such vesting
criteria are attained ("Vested Unit"); provided, however, that, if so noted in
the applicable Restricted Stock Unit agreement, the Committee may, in its sole
discretion, elect to pay cash or part cash and part Shares in lieu of delivering
only Shares for Vested Units. If cash payment is made in lieu of delivering
Shares, the amount of such payment shall be equal to the Fair Market Value of
the Shares as of the date on which the Restricted Period lapsed with respect to
such Vested Unit.
(e) Stock Restrictions. Each certificate representing Restricted
Stock awarded under the Plan shall bear a legend until the lapse of all
restrictions with respect to the Shares subject to the Award substantially in
the form set forth below, as well as containing any other information the
Company deems appropriate:
Transfer of this certificate and the shares represented hereby is
restricted pursuant to the terms of the Carnival Corporation 2002
Stock Plan, as amended from time to time, and a Restricted Stock
agreement, dated as of _____________, between Carnival Corporation
and _________________. Copies of such Plan and agreement are on file
at the offices of Carnival Corporation.
Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legended securities.
(f) Applicability of Section 162(m). With respect to Awards of
Restricted Stock and Restricted Stock Units intended to qualify as
"performance-based compensation" under Section 162(m) of the Code, this Section
8 (including the substance of the Performance Goals, the timing of establishment
of the Performance Goals, the adjustment of the Performance Goals and
determination of the Award) shall be implemented by the Committee in a manner
designed to preserve such Awards as such "performance-based compensation."
9. Other Stock Based Awards
The Committee shall have the right to grant Awards determined in Shares,
or valued with reference to Shares, having such terms and conditions as the
Committee may determine, including the grants of Shares based upon the
attainment of certain conditions, including, without limitation, the payment by
the Participant of the Fair Market Value of such Shares on the Date of Grant,
the grant of securities convertible into Shares and the grant of stock
appreciation rights.
10. General
(a) Additional Provisions of an Award. Awards granted to a
Participant under the Plan also may be subject to such other provisions (whether
or not applicable to Awards granted to any other Participant) as the Committee
determines appropriate including, without limitation, provisions to assist the
Participant in financing the purchase of Shares upon the exercise of Options
(provided that the Committee determines that providing such financing does not
violate the Sarbanes-Oxley Act of 2002), provisions for the forfeiture of or
restrictions on resale or other disposition of Shares acquired under any Award,
provisions giving the Company the right to repurchase Shares acquired under any
Award in the event the Participant elects to dispose of such Shares, provisions
allowing the Participant to elect to defer the receipt of Shares upon the
exercise of Awards for a specified period or until a specified event, and
provisions to comply with Federal and state securities laws and Federal and
state tax withholding requirements. Any such provisions shall be reflected in
the applicable Award Agreement.
(b) Privileges of Stock Ownership. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of ownership
in respect of Shares which are subject to Awards hereunder until such Shares
have been issued to that person.
(c) Government and Other Regulations. The obligation of the Company
to issue Shares upon the exercise of Options or otherwise settle Awards in
Shares shall be subject to all applicable laws, rules, and regulations, and to
such approvals by governmental agencies as may be required. Notwithstanding any
terms or conditions of any Award to the contrary, the Company shall be under no
obligation to offer to sell or to sell and shall be prohibited from offering to
sell or selling any Shares pursuant to an Award unless such Shares have been
properly registered for sale pursuant to the Securities Act with the Securities
and Exchange Commission or unless the Company has received an opinion of
counsel, satisfactory to the Company, that such Shares may be offered or sold
without such registration pursuant to an available exemption therefrom and the
terms and conditions of such exemption have been fully complied with. The
Company shall be under no obligation to register for sale under the Securities
Act any of the Shares to be offered or sold under the Plan. If the Shares
offered for sale or sold under the Plan are offered or sold
pursuant to an exemption from registration under the Securities Act, the Company
may restrict the transfer of such Shares and may legend the stock certificates
representing such Shares in such manner as it deems advisable to ensure the
availability of any such exemption.
(d) Tax Withholding.
(i) A Participant may be required to pay to a member of the
Combined Group or any Affiliate, and each member of the Combined Group or any
Affiliate shall have the right and is hereby authorized to withhold from any
Shares or other property deliverable under any Award or from any compensation or
other amounts owing to a Participant the amount (in cash, Shares or other
property) of any required tax withholding and payroll taxes in respect of an
Award, its exercise, or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes.
(ii) Without limiting the generality of clause (i) above, the
Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding liability (but no more than the minimum
required withholding liability if using method (B) or (C) of this subsection) by
(A) payment in cash; (B) delivery of Shares owned by the Participant (which
Shares must be Mature Shares) with a Fair Market Value equal to such withholding
liability or (C) having the Company withhold from the number of Shares otherwise
issuable pursuant to the exercise of the Award a number of Shares with a Fair
Market Value equal to such withholding liability.
(e) Claim to Awards and Employment Rights. No employee of a member
of the Combined Group, an Affiliate, or other person, shall have any claim or
right to be granted an Award under the Plan or, having been selected for the
grant of an Award, to be selected for a grant of any other Award. Neither the
Plan nor any action taken hereunder shall be construed as giving any Participant
any right to be retained in the employ or service of a member of the Combined
Group or an Affiliate.
(f) No Liability of Committee Members. No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on his behalf in his capacity as a member of the
Committee nor for any mistake of judgment made in good faith, and the Company
shall indemnify and hold harmless each member of the Committee and each other
employee, officer or director of the Company to whom any duty or power relating
to the administration or interpretation of the Plan may be allocated or
delegated, against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim) arising out of any act or
omission to act in connection with the Plan unless arising out of such person's
own fraud or willful bad faith; provided, however, that approval of the Board
shall be required for the payment of any amount in settlement of a claim against
any such person. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Articles of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.
(g) Governing Law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of Florida without regard to the
principles of conflicts of law thereof, or principles of conflicts of laws of
any other jurisdiction which could cause the application of the laws of any
jurisdiction other than the State of Florida.
(h) Funding. No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.
(i) Nontransferability.
(i) Each Award shall be exercisable only by a Participant
during the Participant's lifetime, or, if permissible under applicable law, by
the Participant's legal guardian or representative. No Award may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a
Participant otherwise than by will or by the laws of descent and distribution
and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against each member of
the Combined Group or an Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.
(ii) Notwithstanding the foregoing, the Committee may, in its
sole discretion, permit Awards other than Incentive Stock Options to be
transferred by a Participant, without consideration, subject to such rules as
the Committee may adopt consistent with any applicable Award Agreement to
preserve the purposes of the Plan, to:
(A) any person who is a "family member" of the Participant, as
such term is used in the instructions to Form S-8
(collectively, the "Immediate Family Members");
(B) a trust solely for the benefit of the Participant and his or
her Immediate Family Members;
(C) a partnership or limited liability company whose only partners
or shareholders are the Participant and his Immediate Family
Members; or
(D) any other transferee as may be approved either (a) by the
Board or the Committee in its sole discretion, or (b) as
provided in the applicable Award Agreement;
(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter
referred to as a "Permitted Transferee"); provided that the Participant gives
the Committee advance written notice describing the terms and conditions of the
proposed transfer and the Committee notifies the Participant in writing that
such a transfer would comply with the requirements of the Plan.
(iii) The terms of any Award transferred in accordance with
the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award Agreement, to a
Participant shall be deemed to refer to the Permitted Transferee, except that
(A) Permitted Transferees shall not be entitled to transfer any Award, other
than by will or the laws of descent and distribution; (B) Permitted Transferees
shall not be entitled to exercise a transferred Nonqualified Stock Option unless
there shall be in effect a registration statement on an appropriate form
covering the Shares to be acquired pursuant to the exercise of such Nonqualified
Stock Option if the Committee determines, consistent with any applicable Stock
Option Agreement, that such a registration statement is necessary or
appropriate, (C) the Committee or any member of the Combined Group shall not be
required to provide any notice to a Permitted Transferee, whether or not such
notice is or would otherwise have been required to be given to the Participant
under the Plan or otherwise, and (D) the consequences of a Participant no longer
being employed by, or in the services of, the a member of the Combined Group or
an Affiliate under the terms of the Plan and the applicable Award Agreement
shall continue to be applied with respect to the Participant, including, without
limitation, that a Nonqualified Stock Option shall be exercisable by the
Permitted Transferee only to the extent, and for the periods, specified in the
Plan and the applicable Stock Option Agreement.
(j) Reliance on Reports. Each member of the Committee and each
member of the Board shall be fully justified in acting or failing to act, as the
case may be, and shall not be liable for having so acted or failed to act in
good faith reliance upon any report made by the independent public accountant of
the Combined Group and its Affiliates and upon any other information furnished
in connection with the Plan by any person or persons other than himself.
(k) Relationship to Other Benefits. No payment under the Plan shall
be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of a member of the
Combined Group or any Affiliate except as otherwise specifically provided in
such other plan.
(l) Expenses. The expenses of administering the Plan shall be borne
by the Company and Affiliates.
(m) Gender and Number. Where the context admits, masculine pronouns
and other words of masculine gender shall refer to both men and women, words in
the singular shall include the plural and words in the plural shall include the
singular.
(n) Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings shall
control.
(o) Termination of Employment. For all purposes herein, a person who
transfers from employment or service with a member of the Combined Group to
employment or service with an Affiliate or vice versa shall not be deemed to
have terminated employment or service with a member of the Combined Group or
such Affiliate.
(p) Severability. If any provision of the Plan or any Award
Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction or as to any person or Award, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to the applicable laws, or if it
cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or Award, such provision
shall be stricken as to such jurisdiction, person or Award and the remainder of
the Plan and any such Award shall remain in full force and effect.
(q) Beneficiary Designation. Each Participant may designate one or
more beneficiaries by delivering a signed written designation thereof to the
Committee. Upon the death of a Participant, his beneficiaries shall be entitled
to the Awards granted to such Participant under the terms of this Plan. A
Participant may change his beneficiary designation at any time by delivering a
new designation in accordance with the first sentence of this paragraph. Any
designation shall become effective only upon its receipt by the Committee. In
the absence of an effective beneficiary designation in accordance with this
Section 10(p), a Participant's beneficiary shall be his estate. After the
receipt of Options in accordance with this paragraph, beneficiaries will only be
able to exercise such Options in accordance with Section 7(c)(ii) of this Plan.
11. Changes in Capital Structure
Awards granted under the Plan and any Award Agreements, the maximum number
of Shares subject to all Awards stated in Section 5(a) and the maximum number of
Shares with respect to which any one person may be granted Awards during any
period stated in Section 5(d) shall be subject to adjustment or substitution, as
determined by the Committee in its sole discretion, as to the number, price or
kind of a share of stock or other consideration subject to such Awards or as
otherwise determined by the Committee to be equitable (i) in the event of
changes in the outstanding Shares or in the capital structure of the Company by
reason of stock or extraordinary cash dividends, stock splits, reverse stock
splits, recapitalization, reorganizations, mergers, consolidations,
combinations, exchanges, an unpairing of the shares of Common Stock from the
Trust Shares, or other relevant changes in capitalization occurring after the
Date of Grant of any such Awards or (ii) in the event of any change in
applicable laws or any change in circumstances which results in or would result
in any substantial dilution or enlargement of the rights granted to, or
available for, Participants, or which otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan. Any adjustment in
Incentive Stock Options under this Section 11 shall be made only to the extent
not constituting a "modification" within the meaning of Section 424(h)(3) of the
Code, and any adjustments under this Section 11 shall be made in a manner which
does not adversely affect the exemption provided pursuant to Rule 16b-3 under
the Exchange Act. Further, with respect to Awards intended to qualify as
"performance-based compensation" under Section 162(m) of the Code, such
adjustments or substitutions shall be made only to the extent that the Committee
determines that such adjustments or substitutions may be made without causing
the Company to be denied a tax deduction on account of Section 162(m) of the
Code. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all
purposes.
Notwithstanding the above, in the event of any of the following:
A. The Company is merged or consolidated with another corporation or
entity and, in connection therewith, consideration is received by shareholders
of the Company in a form other than stock or other equity interests of the
surviving entity;
B. All or substantially all of the assets of the Company are acquired by
another person;
C. The reorganization or liquidation of the Company; or
D. The Company shall enter into a written agreement to undergo an event
described in clauses A, B or C above,
then the Committee may, in its discretion and upon at least 10 days advance
notice to the affected persons, cancel any outstanding Awards and cause the
holders thereof to be paid, in cash or stock, or any combination thereof, the
value of such Awards based upon the price per share of the shares of stock or
other consideration received or to be received by other shareholders of the
Company in the event. The terms of this Section 11 may be varied by the
Committee in any particular Award Agreement.
12. Effect of Change of Control
Except to the extent a particular Award Agreement otherwise provides:
(a) In the event of a Change of Control, notwithstanding any
provision of the Plan to the contrary, all Options shall become immediately
exercisable with respect to 100 percent of the Shares subject to such Option,
and the Restricted Period shall expire immediately with respect to 100 percent
of the shares of Restricted Stock and Restricted Stock Units (including a waiver
of any applicable Performance Goals) and, to the extent practicable, such
acceleration of exercisability and expiration of the Restricted Period (as
applicable) shall occur in a manner and at a time which allows affected
Participants the ability to participate in the Change in Control transaction
with respect to the Shares subject to their Awards.
(b) In addition, in the event of a Change of Control, the Committee
may in its discretion and upon at least 10 days' advance notice to the affected
persons, cancel any outstanding Award and pay to the holders thereof, in cash or
stock, or any combination thereof, the value of such Awards based upon the price
per Share received or to be received by other shareholders of the Company in the
event.
(c) The obligations of the Company under the Plan shall be binding
upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Company. The Company agrees that it will make appropriate
provisions for the preservation of Participants' rights under the Plan in any
agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.
13. Nonexclusivity of the Plan
Neither the adoption of this Plan by the Board nor the submission of this
Plan to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.
14. Amendments and Termination
(a) Amendment and Termination of the Plan. The Board may amend,
alter, suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided that no such amendment, alteration, suspension, discontinuation
or termination shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement applicable to the
Plan (including as necessary to prevent the Company from being denied a tax
deduction on account of Section 162(m) of the Code); and provided further that
any such amendment, alteration, suspension, discontinuance or termination that
would impair the rights of any Participant or any holder or beneficiary of any
Option theretofore granted shall not to that extent be effective without the
consent of the affected Participant, holder or beneficiary.
(b) Amendment of Award Agreements. The Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted or the associated Award
Agreement, prospectively or retroactively; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would impair the rights of any Participant, holder or beneficiary in
respect of any Award theretofore granted shall not to that extent be effective
without the consent of the affected Participant; and provided further that,
without stockholder approval, the Committee may not take any action that results
in the "repricing" of any Option granted under the Plan. For purposes of this
Section 13(b) a "repricing" means any of the following (or any other action that
has the same effect of any of the following): (i) amending or modifying the
terms of an Option after the Date of Grant in a manner that reduces the Option
Price of such Option; (ii) any other action that would either (A) be reportable
on the Company's proxy statement as Options which have been "repriced" (as such
term is used in Item 402 of Regulation S-K promulgated under the Exchange Act)
or (B) results in an Option being considered repriced under generally accepted
accounting principles; or (iii) canceling an Option at time when its Option
Price is equal to or less than the Fair Market Value of the Shares subject to
the Option, in exchange for another Option, Restricted Stock Award or any other
equity-based award. A cancellation and exchange described in clause (iii) of the
preceding sentence will be considered a "repricing" regardless of whether (x)
the Option, Restricted Stock Award or other equity-based award is delivered
simultaneously with the cancellation of the Option, (y) it is reportable as a
repricing in the Company's proxy statement or under generally accepted
accounting principles, and (z) the cancellation of the Option was voluntary on
the part of the Participant.
* * *
As adopted by the Board of Directors of Carnival Corporation as of January 14,
2002 and amended as of September 25, 2002 and April 17, 2003, and further
amended and restated as of April 21, 2004.