EXHIBIT 10.5
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 ”) and that certain Executive Long-Term
Compensation Agreement effective as of January 15, 2008
between the Company and Executive (the “ LTCA
”).
R E C I T A L S
:
WHEREAS, the Company has adopted the
amended and restated Carnival Corporation 2002 Stock 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, the LTCA 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, the LTCA 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 LTCA and the Plan. Any
capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Plan. The terms of the LTCA
shall control in the event of a conflict with the provisions of
this Agreement or 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 the Company, the Restrictions with
respect to the Restricted Stock shall lapse on the third
anniversary of the Grant Date. If Executive attains Retirement Age
while in the employ of the Company, the Restricted Period shall
expire as to 50% of the RSUs. The restrictions on the remaining 50%
of RSUs shall expire in accordance with this paragraph 3.
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
.
Notwithstanding anything herein to
the contrary, all unreleased Restricted Stock issued hereunder
shall be forfeited upon the occurrence of any event set forth in
Section 3 of Executive’s LTCA. In addition, 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.
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 o
