EXHIBIT 10.8
FORM OF
RESTRICTED STOCK AGREEMENT
FOR THE AMENDED AND RESTATED CARNIVAL CORPORATION
2002 STOCK PLAN
THIS AGREEMENT (the "Agreement") is made effective as of _________
(hereinafter the "Grant Date") between Carnival Corporation, a corporation
organized under the laws of the Republic of Panama (the "Company"), and
__________ (the "Executive").
R E C I T A L S:
WHEREAS, the Company has adopted the amended and restated Carnival
Corporation 2002 Stock Plan (the "Plan"), pursuant to which awards of restricted
Shares may be granted; and
WHEREAS, the Company desires to grant Executive an award of restricted
Shares pursuant to the terms of this Agreement and the Plan.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Grant of Restricted Stock.
Subject to the terms and conditions set forth in the Plan and in
this Agreement, the Company hereby grants to Executive a Restricted Stock Award
consisting of _______ Shares (the "Restricted Stock"). The Restricted Stock is
subject to the restrictions described herein, including forfeiture under the
circumstances described in Section 5 hereof (the "Restrictions"). The
Restrictions shall lapse and the Restricted Stock shall become nonforfeitable in
accordance with Section 3 hereof.
2. Incorporation by Reference, Etc.
The provisions of the Plan are hereby incorporated herein by
reference. Except as otherwise expressly set forth herein, this Agreement shall
be construed in accordance with the provisions of the Plan and any capitalized
terms not otherwise defined in this Agreement shall have the definitions set
forth in the Plan. 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 Executive and
his legal representative in respect of any questions arising under the Plan or
this Agreement.
3. Lapse of Restriction.
Except as otherwise provided in Section 5 hereof, and contingent
upon Executive's continued employment with a member of the Combined Group or an
Affiliate, the Restrictions with respect to the Restricted Stock shall lapse on
the fifth anniversary of the Grant Date. Notwithstanding the foregoing, the
Committee shall have the authority to remove the Restrictions on the Restricted
Stock whenever it may determine that, by reason of changes in applicable laws or
other changes in circumstances arising after the Grant Date, such action is
appropriate.
Any shares of Restricted Stock for which the Restrictions have lapsed or
been removed shall be referred to hereunder as "released Restricted Stock."
4. Certificates.
Certificates evidencing the Restricted Stock shall be issued by the
Company and shall be registered in Executive 's name on the stock transfer books
of the Company promptly after the shareholder approves the Plan. Subject to
Section 6 hereof, the certificates evidencing the Restricted Stock shall remain
in
the physical custody of Executive or Executive's legal representative at all
times prior to the date such Restricted Stock becomes released Restricted Stock.
5. Effect of Termination of Employment.
(a) Upon the termination of Executive's employment with the Combined
Group or an Affiliate due to death, Disability or Retirement, the Restrictions
on the unreleased Restricted Stock shall be released according to the following:
(i) In the event the Executive terminates by reason of death
or Disability, the Restrictions on the Restricted Stock shall lapse on the date
of Executive's death or Disability and the Restricted Stock shall become
Released Restricted Stock.
(ii) In the event the Executive terminates by reason of
Retirement, the Restrictions on the Restricted Stock shall lapse in accordance
with Section 3 of this Restricted Stock Agreement, without regard to the
requirement that the Executive remain employed with a member of the Combined
Group or an Affiliate, unless and until the Executive engages in competition in
violation of Section 10 hereof or violates the nondisclosure provisions set
forth in Section 11 hereof.
(iii) In the event the Executive voluntarily terminates
employment as a direct result of the Executive being diagnosed with a terminal
medical condition, the Restrictions on the Restricted Stock shall lapse on the
earlier of Executive's death or the lapse date set forth in Section 3 of this
Restricted Stock Agreement, unless and until the Executive engages in
competition in violation of Section 10 hereof or violates the nondisclosure
provisions set forth in Section 11 hereof.
(iv) In the event a member of the Combined Group or an
Affiliate terminates the Executive's employment with such company for a reason
other than for cause, as defined in Section 5(b)(i) below, the Restrictions on
the Restricted Stock shall lapse in accordance with Section 3 of this Restricted
Stock Agreement, without regard to the requirement that the Executive remain
employed with a member of the Combined Group or an Affiliate, unless and until
the Executive engages in competition in violation of Section 10 hereof or
violates the nondisclosure provisions set forth in Section 11 hereof
(b) Notwithstanding anything herein to the contrary, but subject to
Section 5(a) above, no release of Restricted Stock shall be made, and all
unreleased Restricted Stock issued hereunder and all rights under this Agreement
shall be forfeited, if any of the following events shall occur:
(i) The Executive's employment with the Combined Group or an
Affiliate is terminated for cause. For purposes of this Agreement, "for cause"
shall be defined as any action or inaction by the Executive, which constitutes
fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or
moral turpitude, as determined by its Board of Directors;
(ii) The Executive voluntarily terminates employment with the
Combined Group or an Affiliate prior to Retirement unless such voluntary
termination is directly related to death, Disability or the Executive being
diagnosed with a terminal medical condition;
(iii) The Executive shall engage in competition, as more
particularly described in Section 10 hereof, either (A) during the term of his
employment with the Combined Group or an Affiliate; (B) following the
Executive's voluntary termination of his employment with the Combined Group or
an Affiliate; or (C) following the employing company's termination of the
Executive's employment for any reason; or
(iv) The Executive violates the nondisclosure provisions set
forth in Section 11 hereof.
6. Rights as a Shareholder.
Executive shall be the record owner of the Restricted Stock unless
and until such shares are forfeited pursuant to Section 5 hereof, and as record
owner shall be entitled to all rights of a common shareholder of the Company;
provided that the Restricted Stock shall be subject to the limitations on
transfer and encumbrance set forth in this Agreement. As soon as practicable
following the lapse or removal of Restrictions on any Restricted Stock,
Executive shall return the certificate representing such released Restricted
Stock to the Company and the Company shall deliver to Executive or Executive's
legal representative a replacement certificate for such released Restricted
Stock with the restrictive legend removed. In the event the Restricted Stock is
forfeited pursuant to Section 5 hereof, Executive shall immediately return the
certificate evidencing such forfeited unreleased Restricted Stock to the Company
and Executive's name shall be removed from the stock transfer books of the
Company.
7. Restrictive Legend.
All certificates representing Restricted Stock shall have affixed
thereto a legend in substantially the following form, in addition to any other
legends that may be required under federal or state securities laws:
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.
8. Transferability.
The Restricted Stock may not, at any time prior to becoming released
Restricted Stock, be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by Executive, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company; provided, that, the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance. Notwithstanding the foregoing, unreleased
Restricted Stock may be transferred by the Executive, without consideration, to
a Permitted Transferee in accordance with Section 9(h) of the Plan.
9. Withholding; Section 83(b) Election.
Executive agrees to make appropriate arrangements with the Company
for satisfaction of any applicable federal, state or local income tax
withholding requirements or like requirements, including the payment to the
Company upon the lapse or removal of Restrictions on any Restricted Stock (or
such later or earlier date as may be applicable under Section 83 of the Code),
or other settlement in respect of, the Restricted Stock of all such taxes and
requirements and the Company shall be authorized to take such action as it deems
necessary (including, without limitation, requiring the Executive to return the
released Restricted Stock to the Company and/or withholding amounts from any
compensation or other amount owing from the Company or its Affiliates to
Executive) to satisfy all obligations for the payment of such taxes. Executive
may make an election pursuant to Section 83(b) of the Code in respect of the
Restricted Stock and, if he does so, he shall timely notify the Company of such
election and send the Company a copy thereof. Executive shall be solely
responsible for properly and timely completing and filing any such election.
10. Competition.
The services of the Executive are unique, extraordinary and
essential to the business of the Combined Group or its Affiliate, particularly
in view of the Executive's access to the Combined Group or its Affiliates'
confidential information and trade secrets. Accordingly, in consideration of the
Restricted Stock awarded hereunder, the Executive agrees that he will not,
without the prior written approval of the Board of Directors, at anytime during
the term of his employment with the Combined Group or its Affiliate and (except
as provided below) for five (5) years following the date on which the
Executive's employment with the Combined Group or its Affiliate terminates,
directly or indirectly, within the United States or its territories, engage in
any business activity directly or indirectly competitive with the business of
the Combined Group or its Affiliate, or serve as an officer, director, owner,
consultant, or employee of any organization then in competition with the
Combined Group or its Affiliate. In addition, the Executive agrees that during
such five (5) year period following his employment with the Combined Group or
its Affiliate, he will not solicit, either directly or indirectly, any employee
of the Combined Group or its Affiliate, its subsidiaries or division, who was
such at the time of the Executive's separation from employment hereunder. In the
event that the provisions of this Section 10 should ever be adjudicated to
exceed the time, geographic or other limitations permitted by applicable law in
any jurisdiction, then such provisions shall be deemed reformed in such
jurisdiction to the maximum time, geographic or other limitations permitted by
applicable law.
11. Nondisclosure.
The Executive expressly agrees and understands that Combined Group
or its Affiliates own and/or control information and material which is not
generally available to third parties and which Combined Group or its Affiliates
consider confidential, including, without limitation, methods, products,
processes, customer lists, trade secrets and other information applicable to its
business and that it may from time to time acquire, improve or produce
additional methods, products, processes, customers lists, trade secrets and
other information (collectively, the "Confidential Information"). The Executive
hereby acknowledges that each element of the Confidential Information
constitutes a unique and valuable asset of Combined Group or its Affiliates, and
that certain items of the Confidential Information have been acquired from third
parties upon the express condition that such items would not be disclosed to
Combined Group or its Affiliates and its officers and agents other than in the
ordinary course of business. The Executive hereby acknowledges that disclosure
of Combined Group or its Affiliates' Confidential Information to and/or use by
anyone other than in Combined Group or its Affiliates' ordinary course of
business would result in irreparable and continuing damage to Combined Group or
its Affiliates. Accordingly, the Executive agrees to hold the Confidential
Information in the strictest secrecy, and covenants that, during the term of his
employment with Combined Group or its Affiliates (or any member of the Combined
Group or its Affiliates) or at any time thereafter, he will not, without the
prior written consent of the Board of Directors, directly or indirectly, allow
any element of the Confidential Information to be disclosed, published or used,
nor permit the Confidential Information to be discussed, published or used,
either by himself or by any third parties, except in effecting Executive's
duties for Combined Group or its Affiliates in the ordinary course of business.
The Executive agrees to keep all such records in connection with the Executive's
employment as Combined Group or its Affiliates may direct, and all such records
shall be the sole and absolute property of Combined Group or its Affiliates. The
Executive further agrees that, within five (5) days of Combined Group or its
Affiliates' request, he shall surrender to Combined Group or its Affiliates any
and all documents, memoranda, books, papers, letters, price lists, notebooks,
reports, logbooks, code books, salesmen records, customer lists, activity
reports, video or audio recordings, computer programs and any and all other data
and information and any and all copies thereof relating to Combined Group or its
Affiliates' business or any Confidential Information.
12. Miscellaneous.
(a) Notices. Any and all notices, designations, consents, offers,
acceptances and any other communications provided for herein shall be given in
writing and shall be delivered either personally or by registered or certified
mail, postage prepaid, which shall be addressed as follows:
If to Executive: at the address specified in the Company's
records.
If to the Company to: Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Attn.: General Counsel
(b) No Right to Continued Employment. Nothing in the Plan or in this
Agreement shall confer upon Executive any right to continue in the employ of the
Company or shall interfere with or restrict in any way the right of the Company,
which are hereby expressly reserved, to remove, terminate or discharge Executive
at any time for any reason whatsoever, with or without, Cause.
(c) Bound by Plan. By signing this Agreement, Executive acknowledges
that he has received a copy of the Plan and has had an opportunity to review the
Plan and agrees to be bound by all the terms and provisions of the Plan.
(d) Successors. The terms of this Agreement shall be binding upon
and inure to the benefit of the Company, its successors and assigns, and on
Executive and the beneficiaries, executors, administrators, heirs and successors
of Executive.
(e) Invalid Provision. The invalidity or unenforceability of any
particular provision hereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.
(f) Modifications. No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.
(g) Entire Agreement. This Agreement and the Plan contain the entire
agreement and understanding of the parties hereto with respect to the subject
matter contained herein and therein and supersede all prior communications,
representations and negotiations in respect thereto.
(h) Governing Law. This Agreement and the rights of Executive
hereunder shall be construed and determined in accordance with the laws of the
State of Florida.
(i) Headings. The headings of the Sections hereof are provided for
convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of this Agreement.
(j) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.
Carnival Corporation Executive
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By:
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Title: