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Exhibit 10.22
EMPLOYMENT AGREEMENT
THIS AGREEMENT (“ Agreement ”), dated as of
February 12, 2007, is entered into between Royal Caribbean Cruises
Ltd., a company organized and existing under the laws of Liberia
(together with its successor and assigns, “
Company ”), and
Harri U. Kulovaara (“ Executive ”).
Recitals
Executive and Company desire to enter into this
Agreement for Company's employment of Executive as a full time
officer of Company, on the terms and conditions contained in this
Agreement, which terms and conditions have been approved by the
Compensation Committee of the Board of Directors of
Company.
Agreement
For and in consideration of the foregoing and of the
mutual covenants of the parties herein contained, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1. EMPLOYMENT . Company hereby employs
Executive to serve in the capacities described herein and Executive
hereby accepts such employment and agrees to perform the services
described herein upon the terms and conditions hereinafter set
forth.
2.
TERM . The term of this
Agreement (the “Term”) shall commence on the date of
this Agreement and shall continue until the occurrence of a
“Termination Event”, as defined below, except that,
until the occurrence of a Termination Event, at any date the Term
shall consist of a period of two (2) years from that date. As used
in this Agreement, a “Termination Event” shall mean any
of the events described in Section 7 hereof.
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3.
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POSITION, DUTIES AND LOCATION
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(a)
Position . Executive
shall have the title appearing in the signature page of this
Agreement. Executive shall report to the Chief Executive Officer of
the Company.
(b)
Duties and Location .
Executive's employment duties and responsibilities will be those
designated to him or her, from time to time, by Company and will,
in all respects, be consistent with the duties and responsibilities
of an individual serving as a full time officer of Company.
Executive will, at all times during the Term, comply with all
ethics and employment policies of Company applicable to full time
officers of Company, as such policies may be amended by Company
from time to time, including, but not limited to any policy
requiring ownership of Company equity by officers of Company. When
performing his or her duties hereunder, Executive shall report to
such executive officer of Company as may be designated
by
Company. Executive agrees to devote his or her
entire professional time, energy, and skills to such employment
during the Term. During the Term, Executive’s principal
office, and principal place of employment, shall be in Southeast
Florida.
(c)
Permitted Activities .
Subject to Company's ethics and employment policies, as from time
to time constituted or amended, Executive shall with the prior
written approval of Company, be permitted to (i) serve as a
director of one or more other U.S. or non-U.S. companies during the
Term, and (ii) engage in other charitable activities and community
affairs; provided that, none of the foregoing activities shall interfere with the
proper performance of his or her duties and responsibilities
hereunder.
(a)
Base Compensation .
Company shall pay Executive, and Executive agrees to accept, base
compensation (“Base Compensation”) as designated from
time to time in written communication from Company setting forth
such Base Compensation. Such Base Compensation shall be paid in
accordance with the Company’s payroll cycle during the Term,
subject to all applicable withholding taxes. The Base Compensation
may be reviewed by Company and by written notice from Company to
Executive, may be increased, but not decreased, at any time during
the Term at the sole discretion of Company. No increase in the Base
Compensation pursuant to this Section 4(a) shall at any time
operate as a cancellation of this Agreement; any such increase
shall operate merely as an amendment hereof, without any further
action by Executive or Company. If any such increase or increases
shall be so authorized, all of the terms, provisions and conditions
of this Agreement shall remain in effect as herein provided, except
that the Base Compensation shall be deemed amended to set forth the
higher amount of such Base Compensation to Executive.
(b)
Bonus Compensation .
Executive shall be eligible to participate in any cash bonus
compensation program available to full time officers of Company and
eligible to receive an annual cash bonus during the Term on the
same basis and under substantially the same terms as such similarly
situated employees. The bonus award of Executive shall be
established from time to time by Company, in its sole and
unfettered discretion.
(c)
Equity and Long-Term Incentive Awards
. Executive shall be eligible to participate in any
equity or long-term incentive plans available to full time officers
of Company and eligible to receive awards under such plans from
time to time, as determined by Company, in its sole and unfettered
discretion. Any equity grant(s) held by Executive on the date of
this Agreement shall be retained by Executive, subject to the terms
and conditions of the plan(s) under which such equity grant(s) were
awarded.
(a)
Generally . Executive
and his or her eligible dependents shall be entitled to participate
in all pension, welfare, benefits, and fringe benefit programs or
other employee perquisite programs approved by Company that now or
hereafter may be made generally available to full time officers of
Company and for which Executive or such dependents will qualify
according to eligibility requirements under the provisions thereof.
The Company shall purchase Executive a policy of insurance on the
life of Executive in the amount generally
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available to full time officers of Company, plus an
amount equal to two (2) times Executive’s annual Base
Compensation. Benefits of any such policy of insurance shall be
paid to beneficiaries designated by Executive.
(b)
Vacation . During the
term of this Agreement, Executive shall be entitled to paid
vacation per calendar year in accordance with Company policies
regarding vacation generally.
(c)
Relocation . If
Executive is required by Company to relocate from his or her
principal place of employment as set forth in Section 3(b), he or
she shall be eligible for relocation benefits in accordance with
Company policy regarding relocation generally available to full
time officers of Company.
6.
EXPENSES . During the
period of his or her employment, Executive shall be reimbursed for
his or her business-related expenses incurred on behalf of Company
in accordance with the travel and entertainment expense policy of
Company in effect at the time the expense was incurred. Executive
agrees to maintain such records and documentation of all such
expenses to be reimbursed by Company hereunder as Company shall
require and in such detail as Company may reasonably
request.
(a)
Generally .
Executive’s employment under this Agreement may be terminated
prior to expiration of the Term in accordance with the following
paragraphs.
(b)
Mutual .
Executive’s employment under this Agreement may be terminated
upon the mutual written agreement of Company and
Executive.
(c)
Death or Disability .
In the event of the death of Executive, this Agreement shall
terminate. If, during Executive’s employment under this
Agreement, Executive shall become disabled, as defined by Company's
then applicable and governing long term disability plan or policy,
and unable to perform his or her duties as required herein
(“ Disability "), then Company may, upon written notice to Executive,
terminate Executive’s employment under this Agreement and
this Agreement shall terminate upon such termination of
employment.
(d)
Cause .
Executive’s employment under this Agreement may be terminated
by Company for Cause, as herein defined. For purposes of this
Agreement, the term “ Cause ” shall mean the
existence or occurrence of one or more of the following conditions
or events:
(i)
Executive's commission of an act or acts of
dishonesty, including without limitation, fraud, deceit,
misappropriation, theft, embezzlement, financial misrepresentation
or other similar behavior or action in Executive's dealings with or
with respect to Company or its subsidiaries or affiliates or any
entity with which Company or its subsidiaries or affiliates shall
be engaged in or be attempting to engage in commerce;
(ii)
Executive being convicted of or entering a plea of
guilty or nolo contendere to any crime which constitutes a felony
offense or any crime involving moral turpitude;
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(iii)
Executive's actions or failure(s) to act constitute
a material conflict of interest pursuant to Company’s ethics
and employment policies, as from time to time constituted or
amended;
(iv)
Executive's intentional, reckless, or grossly
negligent conduct results in damage of a material nature to any
property or business interests of Company or its subsidiaries or
affiliates;
(v)
Executive's actions or failure to act constitute a
material breach of his or her duties hereunder; or
(vi)
Executive’s failure to follow the lawful
directives of Company, with respect to his or her duties hereunder
or to comply with Company policies, as from time to time
constituted or amended.
In the event Executive shall become the subject of
an arrest, indictment, charge, or information, or any other
judicial or quasi-judicial proceeding brought by any state or
federal law enforcement or administrative agency, relating to the
alleged commission by Executive of any crime described in Section
7(c)(ii), Company may, at its election, immediately suspend
Executive, without compensation, pending an acquittal or
satisfactory (to Company in its sole discretion) dismissal or other
disposition of any of the foregoing. In the event of any such
acquittal or satisfactory dismissal or other disposition of charges
following the suspension of Executive by Company as permitted by
Section 7(c)(ii), upon reinstatement of Executive, Company's
obligation to compensate Executive during the suspension shall be
the lesser of Executive's unpaid annual Base Compensation during
the period of suspension or Executive's annual Base Compensation
for a period of two (2) years from the date of the
suspension.
No termination of Executive's employment hereunder
by Company for Cause shall be effective as a termination for Cause
unless the provisions of this Section 7(d) shall first have been
complied with. Any termination of Executive’s employment by
Company under this Section 7(d) shall be communicated by Notice of
Termination to Executive given in accordance with Section 13
hereof. A “ Notice of
Termination ” means a written
notice which (1) indicates the specific termination provision in
this Agreement relied upon, (2) sets forth, in reasonable detail,
the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so
indicated, and (3) if the termination date is other than the date
of receipt of such notice, specifies the termination date, which
date shall not be more than sixty (60) calendar days after the
giving of such notice.
Termination for Cause as a result of events set
forth in Section 7(d) (i) through (iv) above shall be effective
immediately upon delivery of the Notice of Termination pursuant to
Section 7(a) hereof. In the event of a Termination for Cause as a
result of the events set forth in Section 7(d)(v) or (vi) above,
Executive shall have five (5) days (the " Cure Period ") from the date
Executive receives a Notice of Termination to remedy and cure any
alleged Cause supporting any termination pursuant to this Section
7(d)(v) or (vi). If Executive fails to cure such alleged Cause
within the Cure Period (during which time Company, at its sole
discretion, may suspend Executive without compensation),
Executive's employment hereunder and this Agreement shall then
immediately terminate for Cause. If Executive cures the alleged
Cause and Executive was
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suspended during the Cure Period, he or she shall be
promptly reinstated and any suspended compensation shall be
promptly paid to Executive.
(e)
Without Cause .
Executive may be terminated by Company for any reason or for no
reason at any time.
(f)
Executive Termination for Good Reason
. Executive shall have the right to terminate his or
her employment with the Company for Good Reason. For purposes of
this Agreement, "Good Reason" shall mean:
(i)
the assignment to Executive of any duties
inconsistent with Executive’s position (including status,
offices, and titles), authority, duties or responsibilities as
contemplated by this Agreement, or any other action by Company
which results in a material diminution in such position, authority,
duties or responsibilities, including without limitation, changes
to Executive's position in any succeeding surviving corporate
entity in comparison to the position currently held with Company,
excluding for this purpose isolated, insubstantial and inadvertent
actions not taken in bad faith and which are remedied by Company
promptly after receipt of such notice thereof given by
Executive;
(ii)
any failure by Company to provide the employee with
the compensation and benefits as provided for in this Agreement,
other than isolated, insubstantial and inadvertent failures not
occurring in bad faith and which are remedied by Company promptly
after receipt of notice thereof given by Executive; or
(iii) any purported termination by Company of Executive’s
employment otherwise than as expressly permitted by this
Agreement.
No termination of Executive's employment hereunder
by Executive for Good Reason shall be effective unless the
provisions of this Section 7(f) shall first have been complied
with. Any termination of Executive’s employment by Executive
under this Section 7(f) shall be communicated by a Good Reason
Termination Notice to Company given in accordance with Section 13
hereof. A “ Good Reason Termination
Notice ” means a written notice
which (1) indicates the specific termination provision in this
Agreement relied upon, (2) sets forth, in reasonable detail, the
facts and circumstances claimed to provide a basis for termination
of Executive’s employment under the provision so indicated,
and (3) specifies a termination date, which date shall not be less
than thirty (30) nor more than sixty (60) calendar days after the
giving of such notice. Company shall have thirty (30) days (the
" Company's Cure Period
") from the date Company receives a Good Reason
Termination Notice to remedy and cure any alleged Good Reason
supporting any termination pursuant to this Section 7(f). If
Company fails to cure such alleged Good Reason within Company's
Cure Period, Executive's employment hereunder and this Agreement
shall then terminate for Good Reason as of the conclusion of
Company's Cure Period or the termination date set forth in the Good
Reason Termination Notice, whichever is later. If Company cures the
alleged Good Reason, Executive shall then immediately resume his or
her duties under this Agreement.
(g)
Resignation . Executive
shall have the right to terminate his or her employment with the
Company at any time for any reason whatsoever.
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8.
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COMPENSATION UPON TERMINATION
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(a)
Generally .
Executive’s entitlement to compensation in the event of a
Termination Event, shall be as set forth in this Section
8.
(b)
Mutual . If this
Agreement and Executive’s employment hereunder is terminated
by mutual agreement pursuant to Section 7(b) hereof, Executive's
compensation and benefits on a going forward basis shall be as
agreed to by the parties at such time.
(c)
Death or Disability .
If this Agreement and Executive’s employment hereunder is
terminated due to the death or Disability of Executive pursuant to
Section 7(c), Company shall have no obligation to Executive or
legal representatives of Executive other than (i) payment of
termination compensation in the amount equal to two (2) times
Executive's annual Base Compensation in effect on the date of such
termin
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