EXHIBIT 10.4
CARNIVAL
CORPORATION
EXECUTIVE RESTRICTED STOCK
AGREEMENT
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 ”), pursuant to the amended and
restated Carnival Corporation 2002 Stock Plan (the “
Plan ”).
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 and Section 5 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 third 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 date hereof. 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, 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 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(c)(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.
(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.
(b) In the event the Executive
attains Retirement Age while in the employ of the Combined Group or
an Affiliate, the restrictions on 50% of the Restricted Stock shall
lapse on the date of the Executive attaining Retirement Age and
such Restricted Stock shall become Released Restricted Stock. The
restrictions on the remaining 50% of Restricted Stock shall lapse
in accordance with Section 3 of this Restricted Stock
Agreement.
(c) 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 3 or 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 Exec
