Exhibit 10.31
AMENDMENT TO THE
ROYAL CARIBBEAN CRUISES LTD. ET
AL BOARD OF DIRECTORS
NONQUALIFIED DEFERRED
COMPENSATION PLAN
WHEREAS , Royal Caribbean Cruises Ltd. (the
“Company”) currently maintains the Royal Caribbean
Cruises Ltd. et al Board of Directors Nonqualified Deferred
Compensation Plan (the “Plan”); and
WHEREAS , the Plan reserves to the Board of Directors of
Royal Caribbean Cruises Ltd. (the “Board”) the
authority to amend the Plan; and
WHEREAS , the Company has determined that it is
desirable to amend the Plan to (i) prohibit new Participants
in the Plan on and after January 1, 2009, (ii) provide
that payment of all amounts deferred under the Plan prior to
January 1, 2009, be made on or before December 31, 2017,
and (iii) comply with the final regulations issued under
Internal Revenue Code Section 409A.
NOW, THEREFORE, IT IS
RESOLVED that, the Plan
is hereby revised, effective January 1, 2009, in the following
particulars:
1. Article 1 is amended to read
as follows:
ARTICLE 1. PURPOSE
Royal Caribbean Cruises Ltd.
originally established The Royal Caribbean Cruises Ltd. et al.
Board of Directors Nonqualified Deferred Compensation Plan,
effective July 1, 2003. This amended Plan document contains
amendments adopted through December 31, 2008. The Plan is a
nonqualified deferred compensation plan for the members of the
Board of Directors of Royal Caribbean Cruises Ltd. as a means of
deferring a portion of an eligible individual’s current
income and to accumulate resources for future
investments.
With respect to amounts deferred
hereunder that are subject to Code Section 409A and any
regulations and other official guidance issued thereunder
(generally, amounts deferred on and after January 1, 2005 and
the earnings thereon), applicable provisions of the Plan document
shall be interpreted to permit the deferral of compensation in
accordance with Code Section 409A, and any provision that
would conflict with such requirements shall not be valid or
enforceable. In addition, with respect to amounts deferred
hereunder that are not subject to Section 409A
(“Grandfathered Funds”), it is intended that the rules
applicable under the Plan as of December 31, 2004, and not
Code Section 409A and related official guidance, shall apply
with respect to such Grandfathered Funds.
2. Section 2.6 is amended to
read as follows:
2.6 Effective Date
means, with respect to the original
Plan document, July 1,
2003. The effective date of this amendment and
restatement is January 1, 2009.
3. The following Section 2.9
is added to the Plan and the remaining Sections and internal
cross-references are re-numbered accordingly:
2.9 Grandfathered Funds means amounts
deferred under the Plan before January 1, 2005 (and the
earnings credited thereon before, on or after January 1, 2005)
for which (i) the Participant had a legally binding right as
of December 31, 2004, to be paid the amount, and
(ii) such right to the amount was earned and vested as of
December 31, 2004 and was credited to the Participant’s
Account hereunder.
4. Section 3.1 is amended to
read as follows:
3.1 Determination of Participant
Status: Upon adoption of the Plan, the Company will notify the
Board of their eligibility to participate in the Plan. Thereafter,
except as otherwise provided in Section 3.2, prior to each
calendar quarter, the Company will notify those new members of the
Board of their eligibility to participate. Notwithstanding the
foregoing, no member of the Board who was not a Participant in the
Plan on December 31, 2008, and no individual who becomes a
member of the Board on or after January 1, 2009, shall be
eligible to become a Participant in the Plan on or after
January 1, 2009.
5. Section 3.2 is amended to
read as follows:
3.2 Commencement of Participation:
Each Participant shall be provided an opportunity to designate the
percentage of his or her Eligible Earnings to be deferred under
Section 4.1. Any Participant who makes such a designation in
the second calendar quarter of 2003 shall become a Participant on
the first day of the following month, with respect to Eligible
Earnings earned on or after the Effective Date only, provided the
Eligible Participant is a member of the Board as of such date.
Thereafter through December 31, 2004, any such Participant who
makes such a designation shall become a Participant on the first
day of the following calendar month. Effective on and after
January 1, 2005, in the case of the first year in which a
Board member becomes eligible to participate in the Plan, the Board
member may make a deferral election with respect to services to be
performed subsequent to the election provided the election is made
within 30 days after the date the Board member becomes eligible to
participate. In the case of all other Board members, including any
newly eligible Board member who fails to make an election within
the 30-day period described above, deferral elections must be made
no later than December 31 (or such other prior date designated
by the Company) of the year before the year the services related to
the deferral election are to be performed.
Any such designation must be made in
the manner authorized by the Company and must be accompanied
by:
(a) an authorization by the
Participant for the Company to make deductions to cover the amount
of such deferrals elected pursuant to Section 4.1;
(b) an investment election with
respect to any Participant Deferral Contributions;
(c) a designation of Beneficiary;
and
(d) a designation as to the
form and timing of the distribution of his or her Participant
Account.
Notwithstanding the foregoing,
effective January 1, 2009, no member of the Board who was not
a Participant in the Plan on December 31, 2008, and no
individual who becomes a member of the Board on or after
January 1, 2009, shall become a Participant in the
Plan.
6. Article 4 is amended to read
as follows:
ARTICLE 4. PARTICIPANT
DEFERRALS
4.1 Participant Deferral
Contributions: Effective on or before December 31, 2008,
each Participant may authorize the Company, in the manner described
in Section 3.2, to have a Participant Deferral Contribution
made on his or her behalf. Such election shall apply to the
Participant’s Eligible Earnings attributable to services
performed during the designated period covered by the election, as
provided in Section 3.2. Such Participant Deferral
Contribution shall be a stated whole percentage of the
Participant’s Eligible Earnings, equal to not less than 10%
nor more than 100%, as designated by the Participant. The
percentage of Eligible Earnings designated by a Participant to
measure the Participant Deferral Contribution
