Exhibit 10.7
CARNIVAL CORPORATION
AMENDED AND RESTATED
2001 OUTSIDE DIRECTOR STOCK PLAN
RESTRICTED STOCK UNIT
AWARD 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 grants to the Director, on
________ (the "Grant Date"), the Restricted Stock Unit Award (the "RSU Award"),
consisting of ________ (_________) restricted stock units ("RSUs"), on the
following terms and conditions, and subject to the Director's execution of this
Agreement and the terms and conditions of the Carnival Corporation Amended and
Restated 2001 Outside Director Stock Plan (the "Plan"):
1. The Company has adopted the Plan, which is incorporated herein by
reference and made a part of this Agreement. Each capitalized term used in this
Agreement and not otherwise defined herein shall have the meaning assigned to it
in the Plan.
2. Subject to Sections 3 and 4 of this Agreement, below, the Restricted
Period as to the RSUs shall expire 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, the Restricted Period shall expire as to 100% of the
RSUs. Upon the Director's ceasing to be a member of the Board for any reason
other than death or Disability prior to the first anniversary of the Director's
initial election to the Board, all of the RSUs shall be forfeited and all rights
of the Director in respect of the RSUs shall terminate without further
obligation on the part of the Company. Upon the Director's termination of
service as a member of the Board for any reason other than death or Disability
on or after the first anniversary of the Director's initial election to the
Board, the Restricted Period shall continue to expire in accordance with Section
2 above.
4. No Shares shall be issued at the Grant Date of the RSU Award, and the
Director shall have no rights as a holder of Shares in respect of the RSUs. The
Company shall not be required to set aside any fund for the payment of the RSU
Award.
5. [Pending the expiration of the Restricted Period, RSUs shall not be
credited with any amounts in respect of cash dividends and stock dividends paid
with respect to Shares.] OR
[Pending the expiration of the Restricted Period, each RSU shall be
credited with cash dividends and stock dividends paid with respect to one Share,
and such cash and stock dividend equivalents shall be paid to the Director
simultaneously with the payment of the actual cash and stock dividends on
Shares.] OR
[Pending the expiration of the Restricted Period, each RSU shall be
credited with cash dividends and stock dividends paid with respect to one Share,
and such cash and stock
2
dividend equivalents shall be withheld by the Company for the Director's
account, [without interest] [and interest shall be credited on the amount of
cash dividends withheld at a rate of ___% per annum, in accordance with such
terms as are established by the Committee.] The cash dividends and stock
dividends so withheld and attributable to any particular RSU[, and earnings
thereon,] shall be distributed to the Director upon the settlement or the RSU in
accordance with Section 6 of this Agreement and, if such RSU is forfeited, the
Director shall have no right to such cash dividends, stock dividends [or
earnings]]. OR
[Pending the expiration of the Restricted Period, each RSU shall be
credited with cash dividends and stock dividends paid with respect to one Share
in the form of additional RSUs in an amount equal to: (a) the per Share cash
amount of such dividend (or, in the case of a dividend payable in Shares or
other property, the per Share equivalent cash value of such dividend as
determined in good faith by the Committee) divided by (b) the Fair Market Value
of a Share on the dividend payment date, which additional RSUs shall also be
subject to the terms and conditions of this Agreement applicable to the RUSs in
respect of which such additional RSUs are granted.]
6. Upon the expiration of the Restricted Period with respect to the RSUs
which have not been forfeited in accordance with the second sentence of Section
3 of this Agreement, the Company shall deliver to the Director, or his
beneficiary or personal representatives, without charge one Share for each RSU
with respect to which the Restricted Period has expired (each, a "Vested Unit");
provided, that, in the sole discretion of the Committee, the Committee may elect
to pay cash or part cash and part Shares in lieu of delivering only Shares. If a
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.
7. None of the RSUs, nor any right evidenced thereby, may, at any time
before the expiration of the Restricted Period with respect thereto, be
transferable in any manner other than by will or by the applicable laws of
inheritance, descent and distribution. In the Committee's discretion, RSUs may
be transferred pursuant to a "qualified domestic relations order" as defined in
Section 414(p) of the Code or any similar domestic relations order enforceable
in the jurisdiction in which the Director resides.
8. Nothing in the Plan or this Agreement confers on the Director the right
to continue to serve as a member of the Board.
9. The Company's obligation to deliver any Shares, cash or other property
to the Director in connection with the RSU Award shall be subject to all
applicable federal, state, local and other applicable withholding requirements,
including the payment by the Director of any applicable federal, state, local
and other applicable withholding tax or social security contributions, and the
Company, Carnival plc or any Affiliate of the Company or Carnival plc has the
right, but not the obligation to withhold from any Shares, cash or other
property deliverable to the Director in connection with the RSU Award or from
any compensation or other amounts owing to the Director the amount (in cash,
Shares or other property) of any required tax withholding in respect of the RSU
Award 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.
3
10. The Company's obligations under this Agreement and the Plan with
respect to the RSU Award shall be subject to all applicable laws, rules and
regulations and such approvals by any governmental agency as may be required.
11. Upon the vesting of any RSUs that are settled by the Company in
Shares, the Director agrees to enter into such written representations,
warranties and agreements as the Committee may reasonably request in order to
comply with applicable securities laws or with the Plan or this Agreement.
12. This Agreement, together with the Plan, embodies the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement; provided that, this Agreement is subject to the Plan, as
provided above, and, in the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall
govern.
13. 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.
14. The terms and provisions of this Agreement may be modified or amended
as provided in the Plan.
IN WITNESS THEREOF, the Company has caused these presents to be signed by
its duly authorized officer as of the __ day of _________, 20__.
By:___________________________
_______________________
Title: _______________________
ACCEPTED AND AGREED TO THIS
____________DAY OF ____________, 20__.
______________________________________
_________, Director