Exhibit 10.3
CARNIVAL
CORPORATION
2002 STOCK
PLAN
(Effective as of January 14,
2002,
as amended as of September 25,
2002, April 17, 2003,
April 21, 2004, and as amended and restated
as of December 16, 2008; applicable to awards
outstanding on such date and granted following
such date)
1. Purpose
The purpose of the Plan is to
provide a means through which each member of the Combined Group and
their respective Affiliates may attract able persons to enter and
remain in the employ of members of the Combined Group and their
Affiliates and to provide a means whereby employees, directors and
consultants of each member the Combined Group and their Affiliates
can acquire and maintain Share ownership, or be paid incentive
compensation measured by reference to the value of Shares, thereby
strengthening their commitment to the welfare of the members of the
Combined Group and their Affiliates and promoting an identity of
interest between shareholders and these persons.
The Plan provides for granting of
Incentive Stock Options, Nonqualified Stock Options, Restricted
Stock and Restricted Stock Units.
2. Definitions
The following definitions shall be
applicable throughout the Plan.
(a) “Affiliate” means
(i) any entity that directly or indirectly is controlled by,
controls or is under common control with the Company or Carnival
plc, and (ii) to the extent provided by the Committee, any
entity in which the Company or Carnival plc has a significant
equity interest.
(b) “Award” means,
individually or collectively, any Incentive Stock Option,
Nonqualified Stock Option, Restricted Stock Award or Restricted
Stock Unit Award.
(c) “Award Agreement”
means a Stock Option Agreement, Restricted Stock agreement or
Restricted Stock Unit agreement.
(d) “Board” means the
Board of Directors of the Company.
(e) “Carnival plc” means
the entity previously known as P&O Princess Cruises plc, a
public limited company incorporated under the laws of England and
Wales, and any successor thereto.
(f) “Cause” means a
member of the Combined Group or an Affiliate having
“cause” to terminate a Participant’s employment
or service, as defined in any existing employment, consulting or
any other agreement between the Participant and a member of the
Combined Group or an Affiliate or, in the absence of such an
employment, consulting or other agreement, upon (i) the
determination by the Committee that the Participant has ceased to
perform his duties to a member of the Combined Group or an
Affiliate (other than as a result of his incapacity due to physical
or mental illness or injury), which failure amounts to an
intentional and extended neglect of his duties to such party,
(ii) the Committee’s determination that the Participant
has engaged or is about to engage in willful misconduct or conduct
which causes or may reasonably be expected to cause substantial
damage to a member of the Combined Group or an Affiliate,
(iii) the Participant having been convicted of, or plead
guilty or no contest to, a felony or any crime involving as a
material element fraud or dishonesty, (iv) the failure of the
Participant to follow the lawful instructions of the Board or any
of his superiors or (v) in the case of a Participant who is a
non-employee director, the Participant ceasing to be a member of
the Board in connection with the Participant engaging in any of the
activities described in clauses (i) through
(iv) above.
(g) “Change of Control” means, unless in
the case of a particular Award the applicable Award Agreement
states otherwise or contains a different definition of
“Change of Control,” the occurrence of any of the
following:
(i) the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more (on a fully diluted basis) of either
(A) the then outstanding shares of common stock of the
Company, taking into account as outstanding for this purpose such
common stock issuable upon the exercise of options or warrants, the
conversion of convertible stock or debt, and the exercise of any
similar right to acquire such common stock (the “Outstanding
Company Common Stock”) or (B) the combined voting power
of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the
“Outstanding Company Voting Securities”);
provided , however , that for purposes of this Plan,
the following acquisitions shall not constitute a Change of
Control: (I) any acquisition by the Company or any Affiliate,
(II) any acquisition by any employee benefit plan sponsored or
maintained by the Company or any Affiliate, (III) any acquisition
by Marilyn B. Arison, Micky Arison, Shari Arison, Michael Arison or
their spouses or lineal descendents, any trust established for the
benefit of any of the aforementioned Arison family members, or any
Person directly or indirectly controlling, controlled by or under
common control with any of the aforementioned Arison family members
or any trust established for the benefit of any of the
aforementioned Arison family members or any charitable trust or
non-profit entity established by any person or entity described in
this clause (III), (IV) any acquisition by any Person which
complies with clauses (A), (B) and (C) of subsection
(v) of this Section 2(g), or (V) in respect of an
Award held by a particular Participant, any acquisition by the
Participant or any “affiliate” (within the meaning of
17 C.F.R. §230.405) of the Participant (persons described in
clauses (I), (II), (III) (IV) and (V) being referred to
hereafter as “Excluded Persons”);
(ii) individuals who, on the date
hereof, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to the date hereof, whose election or nomination for
election was approved by a vote of at least two-thirds of the
Incumbent Directors then on the Board (either by a specific vote or
by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without written
objection to such nomination) shall be an Incumbent Director;
provided , however , that no individual initially
elected or nominated as a director of the Company as a result of an
actual or threatened election contest, as such terms are used in
Rule 14a-11 of Regulation A promulgated under the Exchange Act,
with respect to directors or as a result of any other actual or
threatened solicitation of proxies or consents by or on behalf of
any person other than the Board shall be deemed to be an Incumbent
Director;
(iii) the dissolution or liquidation
of the Company;
(iv) the sale, transfer or other
disposition of all or substantially all of the business or assets
of the Company; or
(v) the consummation of a
reorganization, recapitalization, merger, consolidation, statutory
share exchange or similar form of corporate transaction involving
the Company that requires the approval of the Company’s
shareholders, whether for such transaction or the issuance of
securities in the transaction (a “Business
Combination”), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of
(x) the corporation resulting from such Business Combination
(the “Surviving Company”), or (y) if applicable,
the ultimate parent corporation that directly or indirectly has
beneficial ownership of sufficient voting securities eligible to
elect a majority of the directors of the Surviving Company (the
“Parent Company”), is represented by the Outstanding
Company Voting Securities that were outstanding immediately prior
to such Business Combination (or, if applicable, is represented by
shares into which the Outstanding Company Voting Securities were
converted pursuant to such Business Combination), and such voting
power among the holders thereof is in substantially the same
proportion as the voting power of the Company’s Voting
Securities among the holders thereof immediately prior to the
Business Combination, (B) no Person (other than any Excluded
Person), is or becomes the beneficial owner, directly or
indirectly, of 50% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the
Parent Company (or, if there is no Parent Company, the Surviving
Company) and (C) at least a majority of the members of the
board of directors of the Parent Company (or, if there is no Parent
Company, the Surviving Company) following the consummation of the
Business Combination were Board members at the time of the
Board’s approval of the execution of the initial agreement
providing for such Business Combination.
Notwithstanding the foregoing, any
Awards that are otherwise subject to Code Section 409A shall
not be distributed or payable upon a Change of Control unless the
Change of Control otherwise meets the requirements for a change in
the ownership or effective control of the Company or in the
ownership of a substantial portion of the assets of the company
within the meaning of Code Section 409A and the regulations
and other guidance promulgated thereunder; instead such Awards
shall be distributed or payable in accordance with the
Awards’ otherwise applicable terms.
(h) “Code” means the
Internal Revenue Code of 1986, as amended. Reference in the Plan to
any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under
such section.
(i) “Committee” means
the Compensation Committee of the Board. Unless the Board
determines otherwise, each member of the Committee shall, at the
time he takes any action with respect to an Award under the Plan,
be an Eligible Director. However, the mere fact that a Committee
member shall fail to qualify as an Eligible Director shall not
invalidate any Award granted by the Committee which Award is
otherwise validly granted under the Plan.
(j) “Common Stock” means
the common stock, par value $0.01 per share, of the Company and any
stock into which such common stock may be converted or into which
it may be exchanged.
(k) “Combined Group”
means the Company and Carnival plc and any successor
thereto.
(l) “Company” means
Carnival Corporation, a corporation organized under the laws of the
Republic of Panama, and any successor thereto.
(m) “Date of Grant”
means the date on which the granting of an Award is authorized, or
such other date as may be specified in such authorization or, if
there is no such date, the date indicated on the applicable Award
Agreement.
(n) “Disability” shall
mean a Participant’s total disability as defined below and
determined in a manner consistent with Code Section 409A and
the regulations thereunder:
The Participant is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months.
A Participant will be deemed to have
suffered a Disability if determined to be totally disabled by the
Social Security Administration. In addition, the Participant will
be deemed to have suffered a Disability if determined to be
disabled in accordance with a disability insurance program
maintained by the Company, provided that the definition of
disability applied under such disability insurance program complies
with the requirements of Code Section 409A and the regulations
thereunder.
(o) “Effective Date”
means January 14, 2002.
(p) “Eligible Director”
means a person who is (i) a “non-employee
director” within the meaning of Rule 16b-3 under the Exchange
Act, or a person meeting any similar requirement under any
successor rule or regulation and (ii) an “outside
director” within the meaning of Section 162(m) of the
Code, and the Treasury Regulations promulgated thereunder;
provided , however , that clause (ii) shall
apply only with respect to grants of Awards with respect to which
the Company’s tax deduction could be limited by
Section 162(m) of the Code if such clause did not
apply.
(q) “Eligible Person”
means any (i) individual regularly employed by a member of the
Combined Group or an Affiliate who satisfies all of the
requirements of Section 6; provided , however ,
that no such employee covered by a collective bargaining agreement
shall be an Eligible Person unless and to the extent that such
eligibility is set forth in such collective bargaining agreement or
in an agreement or instrument relating thereto; (ii) director
of a member of the Combined Group or an Affiliate or
(iii) consultant or advisor to a member of the Combined Group
or an Affiliate who may be offered securities pursuant to Form S-8
(which, as of the Effective Date, includes only those who
(A) are natural persons and (B) provide bona
fide services to a member of the Combined Group other than
in connection with the offer or sale of securities in a
capital-raising transaction, and do not directly or indirectly
promote or maintain a market for the Company’s
securities).
(r) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.
(s) “Fair Market Value”,
on a given date means (i) if the Shares are listed on a
national securities exchange, the average of the highest and lowest
sale prices reported as having occurred on the primary exchange
with which the Shares are listed and traded on such date, or, if
there is no such sale on that date, then on the last preceding date
on which such a sale was reported; (ii) if the Shares are not
listed on any national securities exchange but is quoted in the
Nasdaq National Market (“Nasdaq”) on a last sale basis,
the average between the high bid price and low ask price reported
on the date prior to such date, or, if there is no such sale on
that date, then on the last preceding date on which a sale was
reported; or (iii) if the Shares are not listed on a national
securities exchange nor quoted in the Nasdaq on a last sale basis,
the amount determined by the Committee to be the fair market value
based upon a good faith attempt to value the Shares accurately and
computed in accordance with applicable regulations of the Internal
Revenue Service.
(t) “Incentive Stock
Option” means an Option granted by the Committee to a
Participant under the Plan which is designated by the Committee as
an incentive stock option as described in Section 422 of the
Code and which otherwise meets the requirements set forth
herein.
(u) “Mature Shares”
means Shares owned by a Participant which are not subject to any
pledge or other security interest and have either been held by the
Participant for six months, previously acquired by the Participant
on the open market or meet such other requirements as the Committee
may determine are necessary in order to avoid an accounting
earnings charge on account of the use of such Shares to pay the
Option Price or satisfy a withholding obligation in respect of an
Option.
(v) “Nonqualified Stock
Option” means an Option granted by the Committee to a
Participant under the Plan, which is not designated by the
Committee as an Incentive Stock Option.
(w) “Option” means an
Award granted under Section 7.
(x) “Option Period”
means the period described in Section 7(c).
(y) “Option Price” means
the exercise price for an Option as described in
Section 7(a).
(z) “Pairing Agreement”
means the Pairing Agreement, dated April 17, 2003, among
Carnival Corporation, The Law Debenture Trust Corporation (Cayman)
Limited, as trustee of the Carnival plc Special Voting Trust, and
Sun Trust Bank, as transfer agent, as it may be amended from time
to time.
(aa) “Participant” means
an Eligible Person who has been selected by the Committee to
participate in the Plan and to receive an Award.
(bb) “Performance Goals”
means the performance objectives which may be established by the
Committee for the purpose of determining whether, and to what
extent, Awards will be earned for a Restricted Period. To the
extent an Award is intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, the
Performance Goals shall be established with reference to one or
more of the following, either on a Combined Group-wide basis or, as
relevant, in respect of the Company, Carnival plc or one or more
Affiliates, divisions or operations of a member of the Combined
Group:
(i) earnings (gross, net or per
share)
(ii) stock price (absolute or
relative to other companies)
(iii) market share
(iv) gross or net profit
margin
(v) costs or expenses
(vi) productivity
improvements
(vii) total shareholder return
(absolute or relative to other companies).
(cc) “Plan” means this
Carnival Company 2002 Stock Plan, as amended.
(dd) “Restricted Period”
means, with respect to any share of Restricted Stock or any
Restricted Stock Unit, the period of time determined by the
Committee during which such Award is subject to the restrictions
set forth in Section 8.
(ee) “Restricted Stock”
means Shares issued or transferred to a Participant subject to
forfeiture and the other restrictions set forth in
Section 8.
(ff) “Restricted Stock
Award” means an Award of Restricted Stock granted under
Section 8.
(gg) “Restricted Stock
Unit” means a hypothetical investment equivalent to one Share
granted in connection with an Award made under
Section 8.
(hh) “Restricted Stock Unit
Award” means an Award of Restricted Stock Units granted under
Section 8.
(ii) Effective for all Awards
granted before December 1, 2008, “Retirement”
means a termination of employment with a member of the Combined
Group and all Affiliates by a Participant on or after the earlier
of (i) age 65 with at least five years of employment with a
member of the Combined Group and/or its Affiliates or (ii) age
55 with at least 15 years of employment with a member of the
Combined Group and/or its Affiliates.
Effective for all Awards granted on or after
December 1, 2008, “Retirement” means a termination
of employment with a member of the Combined Group and all
Affiliates by a Participant on or after the earlier of (i) age
65 with at least five years of employment with a member of the
Combined Group and/or its Affiliates or (ii) age 60 with at
least 15 years of employment with a member of the Combined Group
and/or its Affiliates.
(jj) Effective for all Awards
granted before December 1, 2008 “Retirement Age”
means attainment of the earlier of (i) age 65 with at least
five years of employment with a member of the Combined Group and/or
its Affiliates or (ii) age 55 with at least 15 years of
employment with a member of the Combined Group and/or its
Affiliates.
Effective for all Awards granted on
or after December 1, 2008, “Retirement Age” means
attainment of the earlier of (i) age 65 with at least five
years of employment with a member of the Combined Group and/or its
Affiliates or (ii) age 60 with at least 15 years of employment
with a member of the Combined Group and/or its
Affiliates.
(kk) “Securities Act”
means the Securities Act of 1933, as amended.
(ll) “Share” means the
aggregate of one share of Common Stock and one Trust
Share.
(mm) “Stock Option
Agreement” means any agreement between the Company and a
Participant who has been granted an Option pursuant to
Section 7 which defines the rights and obligations of the
parties thereto.
(nn) “Subsidiary” means
any subsidiary of the Company as defined in Section 424(f) of
the Code.
(oo) “Trust Share” shall
have the meaning assigned to it in the Pairing
Agreement.
(pp) “Vested Unit” shall
have the meaning assigned to it in Section 8(d).
3. Effective Date, Duration and
Shareholder Approval
The Plan is effective as of the
Effective Date, and the Plan was approved by shareholders at a
meeting held on April 15, 2002 in a manner intended to comply
with the shareholder approval requirements of Sections 422(b)(1)
and 162(m) of the Code and the New York Stock Exchange.
The expiration date of the Plan, on
and after which no Awards may be granted hereunder, shall be the
tenth anniversary of the Effective Date; provided ,
however , that the administration of the Plan shall continue
in effect until all matters relating to Awards previously granted
have been settled.
4. Administration
The Committee shall administer the
Plan. The majority of the members of the Committee shall constitute
a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present or acts approved in writing by
a majority of the Committee shall be deemed the acts of the
Committee.
Subject to the provisions of the
Plan and applicable law, the Committee shall have the power, in
addition to other express powers and authorizations conferred on
the Committee by the Plan, to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a
Participant; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights, or other
matters are to be calculated in connection with, Awards;
(iv) determine the terms and conditions of any Awards;
(v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled,
forfeited or suspended and the method or methods by which Awards
may be settled, exercised, canceled, forfeited or suspended;
(vi) determine whether, to what extent, and under what
circumstances the delivery of cash, Shares, other securities, other
Awards, other property and other amounts payable with respect to an
Award shall be deferred either automatically or at the election of
the holder thereof or of the Committee; (vii) interpret,
administer, reconcile any inconsistency, correct any defect and/or
supply any omission in the Plan and any instrument or agreement
relating to, or Award granted under, the Plan;
(viii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any
other determination and take any other action specified under the
Plan or that the Committee deems necessary or desirable for the
administration of the Plan.
(b) The Committee shall have the
authority to amend the Plan (including by the adaptation of
appendices or subplans) and/or the terms and conditions relating to
an Award to the extent necessary to permit participation in the
Plan by Eligible Persons who are located outside of the United
States on terms and conditions comparable to those afforded to
Eligible Persons located within the United States; provided,
however, that no such action shall be taken without shareholder
approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan (including as
necessary to prevent the Company from being denied a tax deduction
on account of Section 162(m) of the Code).
(c) Unless otherwise expressly
provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the
Plan or any Award or any documents evidencing Awards shall be
within the sole discretion of the Committee, may be made at any
time and shall be final, conclusive and binding upon all parties,
including, without limitation, each member of the Combined Group,
their respective Affiliates, any Participant, any holder or
beneficiary of any Award, and any shareholder.
5. Grant of Awards; Shares
Subject to the Plan
The Committee may, from time to
time, grant Awards of Options, Restricted Stock, Restricted Stock
Units, or other stock-based Awards pursuant to Section 9, to
one or more Eligible Persons; provided , however ,
that:
(a) Subject to Section 11, the
aggregate number of Shares in respect of which Awards may be
granted under the Plan shall not exceed 40,000,000;
(b) Shares shall be deemed to have
been used in settlement of Awards whether they are actually
delivered. In the event any Award shall be surrendered, terminate,
expire, forfeited or cancelled for any reason whatsoever without
the Participant having benefited from therefrom, the number of
Shares no longer subject thereto shall thereupon be released and
shall thereafter be available for new Awards under the Plan. For
purposes of the foregoing sentence, a Participant shall not be
deemed to have received any “benefit” in the case of
forfeited Restricted Stock Awards by reason of having enjoyed
voting rights and dividend rights prior to the date of
forfeiture;
(c) Shares delivered by the Company
in settlement of Awards may be authorized and unissued Shares or
Shares held in the treasury of the Company or purchased on the open
market or by private purchase; and
(d) Subject to Section 11, no
person may be granted an Award under the Plan during any calendar
year with respect to more than 2,000,000 Shares; provided that such
number shall be adjusted pursuant to Section 11, and Shares
otherwise counted against such number, only in a manner which will
not cause the Awards granted under the Plan to fail to qualify as
“performance-based compensation” under
Section 162(m) of the Code.
6. Eligibility
Participation shall be limited to
Eligible Persons who have received written notification from the
Committee, or from a person designated by the Committee, that they
have been selected to participate in the Plan.
7. Terms of
Options
The Committee is authorized to grant
one or more Incentive Stock Options or Nonqualified Stock Options
to any Eligible Person; provided , however , that no
Incentive Stock Option shall be granted to any Eligible Person who
is not an employee of the Company or a Subsidiary. Each Option so
granted shall be subject to the conditions set forth in this
Section 7, or to such other conditions as may be reflected in
the applicable Stock Option Agreement.
(a) Option Price.
The Option Price per Share for each
Option shall be set by the Committee at the time of grant but shall
not be less than (i) in the case of an Incentive Stock Option,
and subject to Section 7(f), the Fair Market Value of a Share on
the Date of Grant, and (ii) in the case of a Non-Qualified
Stock Option, Fair Market Value of a Share on the Date of Grant;
provided , however , that all Options intended to
qualify as “performance-based compensation” under
Section 162(m) of the Code shall have an Option Price per
Share no less than the Fair Market Value of a Share on the Date of
Grant.
(b) Manner of Exercise and Form
of Payment. No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the Option Price
therefor is received by the Com
