EXHIBIT 10.2
CARNIVAL
CORPORATION
AMENDED AND
RESTATED
2001 OUTSIDE DIRECTOR STOCK
PLAN
(Adopted by the Board of
Directors on February 16, 2001 and approved by the
shareholders on April 17, 2001, effective as of
January 1, 2001, amended by the Board of Directors on
October 8, 2001, further amended by the Board of Directors on
July 19, 2004, January 18, 2005, October 16,
2007, January 15, 2008 and further amended by the Board
of Directors December 17, 2008)
1. Purpose .
The purpose of the Plan is to
promote the interests of the Combined Group by strengthening the
Combined Group’s ability to attract and retain the services
of experienced and knowledgeable non-executive directors and by
encouraging such directors to acquire an increased proprietary
interest in the Combined Group and more closely align the interests
of such directors with those of the Combined Group’s
shareholders.
The Plan provides for granting of
Restricted Stock Awards and Restricted Stock Unit
Awards.
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 Restricted Stock Award or
Restricted Stock Unit Award.
(c) “Award Agreement”
means a 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) “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.
(g) “Committee” means
the Compensation Committee of the Board.
(h) “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.
(i) “Combined Group”
means the Company and Carnival plc and any successor
thereto.
(j) “Company” means
Carnival Corporation, a corporation organized under the laws of the
Republic of Panama, and any successor thereto.
(k) “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.
(l) “Disability 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.
(m) “Effective Date”
means January 1, 2001.
(n) “Eligible Director”
shall have the meaning assigned to it in Section 6.
(o) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.
(p) “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.
(q) “Mature Shares”
means Shares owned by a Participant which are not subject to any
pledge or 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 any applicable withholding obligation in
respect of an Option.
(r) “Option” means an
Award granted under Section 8 prior to January 15,
2008.
(s) “Option Price” means
the exercise price for an Option.
(t) “Pairing Agreement”
means the Pairing Agreement, dated April 17, 2003, among the
Company, 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.
(u) “Participant” means
each Eligible Director receiving an Award pursuant to the
Plan.
(v) “Plan” means this
Carnival Corporation Amended and Restated 2001 Outside Director
Stock Plan.
(w) “Restricted Period”
means, with respect to any Share of Restricted Stock or any
Restricted Stock Unit, the period of time during which such Award
is subject to restrictions set forth in Section 9 and the
applicable Award Agreement.
(x) “Restricted Stock”
means Shares issued or transferred to a Participant subject to
forfeiture and the other restrictions set forth in Section 9
and the applicable Award Agreement.
(y) “Restricted Stock
Award” means an Award of Restricted Stock granted under
Section 9.
(z) “Restricted Stock
Unit” means a hypothetical investment equivalent to one Share
granted in connection with an Award made under
Section 9.
(aa) “Restricted Stock Unit
Award” means an Award of Restricted Stock Units granted under
Section 9.
(bb) “Securities Act”
means the Securities Act of 1933, as amended.
(cc) “Share” means the
aggregate of one share of Common Stock and one Trust
Share.
(dd) “Stock Option
Agreement” means any agreement between the Company and a
Participant who has been granted an Option pursuant to
Section 8 which defines the rights and obligations of the
parties thereto.
(ee) “Subsidiary” means
any subsidiary of the Company as defined in Section 424(f) of
the Code.
(ff) “Trust Share” has
the meaning assigned to it in the Pairing Agreement.
(gg) “Vested Unit” has
the meaning assigned to it in Section 9(d).
3. Effective Date, Duration and
Shareholder Approval .
(a) The Plan is effective as of the
Effective Date, and the Plan was approved by shareholders at a
meeting held on April 17, 2001 in a manner intended to comply
with the shareholder approval requirements of the New York Stock
Exchange. This amendment and restatement shall be effective as of
January 18, 2005, subject to approval by the Company’s
shareholders in a manner intended to comply with the shareholder
approval requirements of the New York Stock Exchange. The validity
of any and all Awards granted after January 18, 2005 to
Participants are contingent upon approval of the January 18,
2005 amendment and restatement of the Plan by the shareholders of
the Company in a manner intended to comply with the shareholder
approval requirements of the New York Stock Exchange.
(b) The expiration date of the Plan,
on and after which no Awards may be granted hereunder, shall be
January 1, 2011; 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
.
(a) The Plan shall be administered
by the Committee. A majority of the Committee will constitute a
quorum and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing
by all members of the Committee without a meeting, will be acts of
the Committee.
(b) Subject to the express
provisions of the Plan, the Committee shall have plenary authority
to interpret the Plan, to prescribe, amend and rescind the rules
and regulations relating to it and to make all other determinations
deemed necessary and advisable for the administration of the Plan.
No member of the Committee shall be liable for anything done or
omitted to be done by him or by any other member of the Committee
in connection with the Plan, except for his own willful misconduct
or gross negligence. All decisions which are made by the Committee
with respect to interpretation of the terms of the Plan and with
respect to any questions or disputes arising under the Plan shall
be final and binding on the Company and the participants, their
heirs or beneficiaries. The Committee shall not be empowered to
take any action, whether or not otherwise authorized under the
Plan, which would result in any Eligible Director failing to
qualify as a “disinterested person.”
5. Shares Subject to Awards
.
(a) Subject to the adjustment
provisions of Section 10(e), the aggregate number of Shares in
respect of which Awards may be granted under the Plan shall not
exceed 1,000,000.
(b) Shares shall be deemed to have
been used in settlement of Awards whether or not they are actually
delivered. In the event any Award shall be surrendered, terminate,
expire, be forfeited or be cancelled for any reason whatsoever
without the Participant having benefited 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.
(d) There shall be reserved at all
times for sale under the Plan a number of Shares, of either
authorized and unissued Shares, Shares held in the Company’s
treasury, or both, equal to the maximum number of shares in respect
of which Awards may be granted under the Plan.
6. Participation in Plan .
Each member of the Company’s Board of Directors who is not
otherwise an employee of the Company or any Affiliate or subsidiary
of the Company within the meaning of the Employee Retirement Income
Security Act of 1974 (an “Eligible Director”) shall be
eligible to participate in the Plan. A director who is an employee
and who retires or resigns from employment with the Company and/or
its Affiliates, but remains an Eligible Director of the Company,
shall become eligible to participate in the Plan in accordance with
Section 7, effective as of the first annual meeting of
shareholders held after his termination of employment.
7. Annual Award Grants . Each
Eligible Director shall receive upon initial election to office by
the shareholders and thereafter annually on the date of the
Company’s annual meeting of shareholders at which such
Eligible Director is re-elected to office, or on any other date
properly approved pursuant to this Section 7, an Award of a
total of 2,500 Shares of Restricted Stock or Restricted Stock
Units. An Award may be composed of Restricted Stock, Restricted
Stock Units or a combination thereof, at the discretion of the
Committee which discretion shall be exercised not later than the
Date of Grant of such Award. The Board may authorize a Date of
Grant other than the date of the Company’s annual meeting of
shareholders, provided , that Awards granted to each
Participant do not exceed 2,500 Shares in any given calendar
year.
8. Terms of Options . The
terms of this Section 8 shall apply to Options granted prior
to January 15, 2008.
(a) Manner of Exercise and Form
of Payment .
(i) An Option granted under the Plan
shall be deemed exercised when the person entitled to exercise the
Option (a) delivers written notice to the Company at its
principal business office, directed to the attention of its
Secretary, of the decision to exercise, specifying the number of
shares with respect to which the option is exercised and the price
per share designated in the Stock Option Agreement,
(b) concurrently tenders to the Company full payment for the
Shares to be purchased pursuant to such exercise, and
(c) complies with such other reasonable requirements as the
Committee establishes pursuant to Section 8 of the
Plan.
(ii) Full payment for Shares
purchased by the Participant shall be made at the time of any
exercise, in whole or in part, of an Option,
