Exhibit 10.5
CARNIVAL CORPORATION AMENDED AND RESTATED
2001 OUTSIDE DIRECTOR STOCK PLAN
NONQUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT (the "Agreement") made between Carnival Corporation, a
corporation organized under the laws of the Republic of Panama (the "Company")
and _____________ (the "Director"). The Company hereby irrevocably grants to
Director, on _____________ (the "Grant Date"), the right and option (this
"Option") to purchase _____________ (______) shares of Common Stock, pursuant to
the Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan
(the "Plan"), on the following terms and conditions:
1. Each defined term used in this Option and not otherwise defined herein
shall have the meaning assigned to it in the Plan.
2. This Option shall vest and become exercisable in five equal annual
installments beginning one year from the Grant Date.
3. Upon the Director's termination of service as a member of the Board due
to death or Disability, all unvested portions of this Option shall vest and
become exercisable immediately. In the event of the Director's termination of
service as a Director for any reason other than death or Disability, all
unvested portions of this Option shall continue to vest and become exercisable
in accordance with the provisions of Section 2 hereof. Once vested, all portions
continue to be exercisable in accordance with Section 4 hereof.
4. The unexercised portion of this Option shall automatically and without
notice terminate and become null and void at the time of the earliest of the
following to occur:
(a) The expiration of ten years from the Grant Date;
(b) The expiration of one year from the date the Director's
service as a Director shall terminate by reason of Disability;
provided, however, that if the Director shall die during such
one year period, the provisions of subparagraph (c) below
shall apply;
(c) The expiration of one year from the date of the Director's
death, if such death occurs either during his or her service
as a Director or during the one year period described in
subparagraph (b) above;
(d) The date of an Director's termination of service as a Director
for any reason other than death or Disability if such
termination occurs prior to such Director serving as a
Director for at least one (1) year.
5. The purchase price for each of the Shares purchased pursuant to this
Option shall be ________________ Dollars ($_______). This Option is not intended
to be an "incentive stock
option" within the meaning of Section 422(b) of the Internal Revenue Code of
1986, as amended.
6. This Option shall be deemed exercised when the Director (a) delivers
written notice to the Company at its principal business office, directed to the
attention of its Secretary, of the decision to exercise, specifying the number
of Shares with respect to which this Option is exercised and the price per Share
designated in this Option and (b) concurrently tenders to the Company full
payment for the Shares to be purchased pursuant to such exercise. Full payment
for Shares purchased by the Director shall be made at the time of any exercise,
in whole or in part, of this Option, and certificates for such Shares shall be
delivered to the Director as soon thereafter as is reasonably possible. No
Shares shall be transferred to the Director until full payment therefor has been
made and the Director shall have none of the rights of a shareholder with
respect to any Shares subject to this Option until a certificate for such shares
shall have been issued and delivered to the Director. Such payment shall be made
in cash or by check or money order payable to the Company, in each case payable
in U.S. currency. In the Committee's discretion, such payment may be made by
delivery of shares of Common Stock that have been held for at least six (6)
months or were purchased on the open market, having a fair market value
(determined as of the date this Option is so exercised in whole or in part),
that, when added to the value of any cash, check, promissory note or money order
satisfying the foregoing requirements, will equal the aggregate purchase price.
7. This Option and the rights evidenced hereby are not transferable in any
manner other than by will or by the laws of descent and distribution, and during
the Director's lifetime, shall be exercisable only by the Director (or the
Director's court appointed legal representative). 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.
8. The Company's obligation to deliver Shares upon the exercise of this
Option shall be subject to all applicable federal, state and local withholding
requirements, including the payment by the Director of any applicable federal,
state and local withholding tax.
9. The Company's obligation to deliver Shares in respect of this Option
shall be subject to all applicable laws, rules and regulations and such
approvals by any governmental agency as may be required.
10. The Director by his or her acceptance hereof represents and warrants
to the Company that his or her purchase of Shares upon the exercise of this
Option shall be for investment and not with a view to, or for sale on connection
with, the distribution of any part thereof; provided, however, that this
representation and warranty shall be inoperative if, in the opinion of counsel
to the Company, a proposed sale or distribution of such Shares is pursuant to an
applicable effective registration statement under the Securities Act of 1933, as
amended, and any applicable state "blue sky" or other securities laws or is
exempt from registration thereunder. The Company will endorse an appropriate
legend referring to the foregoing restriction upon the certificate or
certificates representing any Shares issued or transferred to the Director upon
the exercise of this Option.
11. This Agreement shall be subject to all the terms and provisions of the
Plan, which are incorporated by reference herein and are made a part hereof,
including, without limitation, the provisions of Paragraph 15 of the Plan
generally relating to adjustments to the number of Shares subject to this Option
and to the Option purchase price on certain changes in capitalization and the
effects of certain reorganizations and other transactions. In the event there is
any inconsistency between the provisions of this Agreement and the Plan, the
provisions of the Plan shall govern.
12. This Agreement shall be governed by, and construed in accordance with,
the 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.
IN WITNESS THEREOF, the Company has caused these presents to be signed by
its duly authorized officer as of the ___ day of _____, 20__.
CARNIVAL CORPORATION
By:_________________________
_____________________
Title: _____________________
ACCEPTED AND AGREED TO THIS
__________ DAY OF __________, 20__.
___________________________________
____________, Director