Exhibit 10.4
Form of
CARNIVAL CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
Carnival Corporation (the "Company"), having heretofore adopted the
Carnival Corporation 2002 Stock Plan (as amended through the date hereof) (the
"Plan"), hereby irrevocably grants to ______________ (the "Executive"),
effective ____________ (the "Grant Date"), a Restricted Stock Unit Award (the
"RSU Award"), consisting of __________ restricted stock units ("RSUs"), which is
in the form of a conditional allocation of shares in the Company, on terms and
conditions set forth herein. Each capitalized term used in this Agreement and
not otherwise defined herein shall have the meaning assigned to it in the Plan.
1. 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. In
the event of any inconsistency between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.
2. Each RSU comprised in your RSU Award is equivalent to a hypothetical
investment in one share of the Company's common stock, par value $1.00 (a
Share). Your RSU Award is in the form of a conditional allocation of Shares that
will be of no effect until expiry of the Restricted Period and attainment of
certain vesting criteria. Subject to Section 3 of this Agreement, the Restricted
Period applying to the RSUs shall expire ___________________; provided however,
that where the release of the RSU Award would be prohibited by law or the
Company's dealing rules the Restricted Period will be extended until the expiry
of the prohibition.
3. Notwithstanding the provisions of paragraph 2, if (i) there is a Change
of Control or (ii) the Executive's employment with the Company or any Subsidiary
shall terminate by reason of his or her death or Disability, the Restricted
Period shall expire as to 100% of the RSUs. Upon the termination of the
Executive's employment with the Company or any Subsidiary for any reason other
than death or Disability, all of the RSUs as to which the Restricted Period has
not expired shall be forfeited and all rights of the Executive in respect of
such RSUs shall terminate without further obligation on the part of the Company.
The RSUs and the rights evidenced hereby are not transferable in any
manner other than by will or by the laws of descent and distribution.
Notwithstanding the above, the Company shall recognize the Executive's duly
executed Beneficiary Designation Form on file with the Company, in the event of
the Executive's death prior to the expiration of the Restricted Period.
4. No Shares shall be issued at the Grant Date in respect of the RSUs, and
the Executive shall have no rights (whether legal or beneficial) 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 RSUs.
5. Pending the expiration of the Restricted Period, each RSU shall be
credited with dividend equivalents equal to the value of cash and stock
dividends paid with respect to one Share, and such cash and stock dividend
equivalents shall be withheld by the Company for the Executive's account, and
interest shall be credited on the amount of cash dividend equivalents withheld
at a rate of __% per annum, in accordance with such terms as are established by
the Committee. The cash dividend equivalents and stock dividend equivalents so
withheld and attributable to any particular RSU, and earnings thereon, shall be
distributed to the Executive upon the settlement of the RSU in accordance with
Section 6 of this Agreement and, if such RSU is forfeited, the Executive shall
have no right to such cash dividend equivalents, stock dividend equivalents or
earnings thereon.
6. Upon the expiration of the Restricted Period with respect to RSUs which
have not been forfeited in accordance with the second sentence of Section 3 of
this Agreement, the Company shall deliver to the Executive, or his or her
beneficiary, without charge one Share for each RSU with respect to which the
Restricted Period has expired and the dividend equivalents associated therewith.
The dividend equivalents shall be settled in Shares the number of which shall be
equal to the accumulated value of the dividend equivalents and earnings thereon
divided by the Fair Market Value of one Share as of the date on which the
Restricted Period lapsed up to the extent such accumulated value equates whole
Shares.
Following expiration of the Restricted Period and attainment of the vesting
criteria set out in the Vesting Schedule contained in the Appendix to this
Agreement the Company shall procure the delivery to you of one Share for each
Restricted Share Unit which has vested.
7. Nothing in the Plan or this Agreement shall confer upon the Executive
any right to continue in the employ of the Company or any Affiliate or shall
interfere with or restrict in any way the right of the Company or any
Subsidiary, which are hereby expressly reserved, to remove, terminate or
discharge the Executive at any time for any reason whatsoever, with or without,
Cause.
8. Upon the settlement of the RSUs in Shares, the Executive shall be
required as a condition of such settlement to pay to the Company by check the
amount of any tax withholding that the Company determines is required; provided
that, the Executive may elect to satisfy such tax withholding obligation by
having the Company withhold from the settlement that number of Shares having a
Fair Market Value equal to the amount of such withholding; provided, further,
that the number of Shares that may be so withheld by the Company shall be
limited to that number of Shares having an aggregate Fair Market Value on the
date of such withholding equal to the aggregate amount of the Executive's
federal, state, and local tax liabilities based upon the applicable minimum
withholding rates. The Company's obligation to deliver any Shares, to the
Executive in connection with the RSU Award shall be subject to the Executive's
payment of all applicable federal, state and local withholding and employment
taxes. The Company's obligation to deliver Shares in respect of the RSU
Award shall be subject to all applicable laws, rules and regulations and such
approvals by any governmental agency as may be required.
9. The Committee shall have final authority to interpret and construe the
Plan and this Agreement and to make any and all determinations under them, and
its decision shall be binding and conclusive upon the Company, its Affiliates,
the Executive and the Executive's legal representatives and beneficiaries in
respect of any questions arising under the Plan or this Agreement.
10. This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained
herein and supersede all prior communications, representations and negotiations
in respect thereto.
11. 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.
12. The terms and provisions of this Agreement may be modified or amended
as provided in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
CARNIVAL CORPORATION
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By:
Title:
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[Name of Executive]
Appendix
[Vesting Schedule applicable to the Award]