EXHIBIT 10.7
AMENDMENT TO THE CARNIVAL
CORPORATION
NONQUALIFIED RETIREMENT PLAN FOR
HIGHLY COMPENSATED EMPLOYEES
Carnival Corporation Nonqualified
Retirement Plan For Highly Compensated Employees is hereby amended,
effective December 31, 2008, unless otherwise stated, as
follows (additions bold-underlined, deletions
struck-through):
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(1)
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The second
paragraph of the Preamble is amended, effective January 1,
2005, to read as follows:
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The Plan was amended to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
and any regulations and other official guidance (the
“Code”) thereunder. With respect to amounts accrued
hereunder that are subject to Section 409A (generally, amounts
accrued or vested on and after January 1, 2005),
applicable provisions of the Plan document shall be interpreted to
permit the accrual of benefits in accordance with Code
Section 409A, and any provision that would conflict with such
requirements shall not be valid or enforceable. In addition, with
respect to amounts accrued hereunder that are not subject to
Section 409A (generally, amounts accrued before
January 1, 2005 and earnings thereon) (“grandfathered
funds”), it is intended that the rules applicable under the
Plan as of December 31, 2004, and not Code Section 409A
and related official guidance, shall apply with respect to such
grandfathered funds. For purposes of determining whether
Section 409A is applicable with respect to an amount, in
accordance with Prop. Treas. Reg. § 1.409A-6(a) (and
subsequent related guidance), the amount is considered accrued
before January 1, 2005 if before January 1, 2005
(i) the Participant had a legally binding right to be paid the
amount, and (ii) the right to the amount was earned and
vested.
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(2)
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Section 1.3 of the Plan is amended,
effective January 1, 2005, to read as follows:
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Affiliated Company
– means (a) a member with
an Employer of a controlled group of corporations, (b) an
unincorporated trade or business which is under common control with
an Employer as determined in accordance with Section 414(c) of
the Code, or (c) a member with an Employer of an affiliated
service group, as defined in Section 414(m) of the Code. A
corporation or an unincorporated trade or business shall not be
considered an Affiliated Company during any period it does not
satisfy clause (a), (b), or (c) of this definition. For
purposes of this definition, a “controlled group of
corporations” is a controlled group of corporations as
defined in Section 414(b) of the Code. For purposes of
this definition, any reference to 80% under
Section 414(b) & (c) and accompanying
regulations shall be replaced with 20%.
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(3)
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The
following is inserted as Section 1.32 of the Plan, effective
January 1, 2005, and all subsequent sections are re-numbered
accordingly:
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Specified Employee – a
Participant who, as of the date of such Participant’s
Termination of Employment, is a key employee (as defined under Code
Section 416(i)) of the Company. A Participant is a key
employee if the Participant is a key employee at any time during
the twelve (12) month period ending on the specified employee
identification date. For purposes of
determining Specified Employees, the specified
employee identification date shall be December 31 and the
definition of “compensation” shall be the amount to be
reported as wages, tips, or other compensation in Box 1 on the
Participant’s Form W-2 for income tax purposes for the Plan
Year, including amounts that are not currently includible in the
Participant’s gross income by reason of the application of
Sections 125 or 132(f) of the Code, and excluding any severance pay
paid during such Plan Year. This definition of compensation is not
taken into account for purposes of calculating benefits under the
Plan, and is used solely for purposes of identifying Specified
Employees.
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(4)
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Section 6.1 of the Plan is amended to read
as follows:
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6.1
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Election of
Form of Distribution .
Subject to Section 6.4, a Participant shall be entitled to
elect, subject to Section 6.7, to receive distribution of his
Vested Interest in one of the following methods:
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(a)
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Life with
5-Year Certain Benefit — an annuity for the life of the
Participant, but if the Participant dies within 5 years of his
Annuity Starting Date, the annuity is payable to the
Participant’s Beneficiary for the remainder of that 5-year
period;
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(b)
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Life with
10-Year Certain Benefit — an annuity for the life of the
Participant, but if the Participant dies within 10 years of his
Annuity Starting Date, the annuity is payable to the
Participant’s Beneficiary for the remainder of that 10-year
period;
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(c)
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Qualified
Joint and Survivor Annuity — an annuity for the life of the
Participant with a survivor annuity for the life of the
Participant’s spouse, where the survivor annuity is either
50% or 100% of the amount payable during the joint lives of the
Participant and the Participant’s spouse;
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(a) (d)
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Single cash
distribution of the full amount payable - the Actuarial Equivalent
present value of the Participant’s Vested Interest payable at
his Normal Retirement Date. This method will become available only
after January 1, 1994 for any Participant or Beneficiary
entitled to but not yet receiving monthly payments and only upon
the attainment of a Participant’s Early Retirement Age
; or
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(b)
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Equal
monthly payments – the number of monthly payments are
determined from the first day of the month following the date of
Termination of Employment through December 31,
2017 .
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A Participant’s Vested
Interest as of December 31, 2008 shall be paid out by
December 31, 2017. Any remaining payments owed to the
Participant from the Participant’s Vested Interest as of
December 31, 2008, under any form elected above, shall be paid
in the form of a lump sum by December 31, 2017, regardless of
whether the Participant is still employed with the
Company.
If the Participant elects a Lump
Sum, such election must be made no later than the December 31,
preceding the Participant’s Early Retirement Date. The
Participant’s election of a lump sum shall designate the date
that such benefit shall be distributed which in no event shall be
before the Participant’s Early Retirement Date , unless
the Participant’s Early Retirement
Date
occurs subsequent to
December 31, 2017 . In the absence of an effective election under
this Section 6.1, subject to Sect
