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CARNIVAL CRUISE LINES MANAGEMENT INCENTIVE PLAN

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

Carnival Corporation

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Title: CARNIVAL CRUISE LINES MANAGEMENT INCENTIVE PLAN
Date: 9/26/2008

CARNIVAL CRUISE LINES MANAGEMENT INCENTIVE PLAN, Parties: carnival corporation
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Exhibit 10.1

CARNIVAL CRUISE LINES

MANAGEMENT INCENTIVE PLAN

 

1.

OBJECTIVE

This Carnival Cruise Lines Management Incentive Plan (the “ Plan ”) is designed to focus the attention of the employees of Carnival Cruise Lines (“ CCL ”) on achieving outstanding performance results as reflected in the operating income of the Carnival Cruise Lines division of Carnival Corporation (“ CCL ”) and the operating income of Carnival Corporation & plc (the “ Corporation ”), as well as other relevant measures. It is intended that the bonuses paid to participants under this Plan will be generally based 75% on achieving CCL Operating Income Target (defined below) and 25% on achieving the Corporation Operating Income Target (defined below).

 

2.

PLAN ADMINISTRATION

The administrators of the Plan shall be the Compensation Committees of the Boards of Directors of the Corporation (the “ Compensation Committees ”). The Compensation Committees shall have sole discretion in resolving any questions regarding the administration or terms of the Plan not addressed in this document, as well as in resolving any ambiguities that may exist in this document.

The Compensation Committees delegate authority to approve the Target Bonus (defined below) and bonuses payable to participants who are not deemed to be “ Executive Officers ” (as defined by Rule 16a-1 of the Securities Exchange Act) of the Corporation, as follows:

 

 

A.

to a committee comprised of the Chief Executive Officer and the Chief Operating Officer of the Corporation (the “ Senior Management Committee ”) for:

 

 

i.

the ten (10) highest paid Plan participants (based on salary plus Target Bonus for the current Plan Year) not deemed to be Executive Officers (the “ Top Ten Participants ”); and

 

 

ii.

the aggregate amount for all Plan participants other than the Executive Officers; and

 

 

B.

to the CCL Chief Executive Officer (the “ CCL CEO ”) for all other Plan participants.

The term “ Administrators ” as used hereafter shall refer to the Compensation Committees with respect to bonus determinations for the Executive Officers participating in the Plan; to the Senior Management Committee with respect to bonus determinations for the Top Ten Participants; and to the CCL CEO with respect to bonus determinations for all other participants (subject to the approval by the Senior Management Committee of the aggregate amount of cash bonus payable to all participants other than the Executive Officers).


3.

PLAN YEAR

The “ Plan Year ” shall be the 12-month period ending November 30 of each year.

 

4.

PARTICIPATION

Prior to the commencement of each Plan Year, the CCL CEO shall determine which employees of CCL shall participate in the Plan. In general, the CCL CEO and all employees of CCL at the level of Vice President or above shall be eligible to participate in the Plan. In his/her discretion, the CCL CEO may select other employees to participate in the Plan or establish separate criteria to determine the bonus of specified employees.

Persons who commence employment or are promoted to the status of Vice President or above following the beginning of the Plan Year may, with the approval of the applicable Administrators, be allowed to participate in the Plan.

In order to receive a cash bonus under the Plan, a participant must be employed by Carnival Corporation & plc or one of its subsidiaries on the day the bonus is paid; provided, however, that if a participant is on a leave of absence that does not meet the requirements of The Family and Medical Leave Act of 1993 on the day the bonus is paid to the other participants, such bonus shall not be payable until the participant returns to active duty. The only exceptions to this requirement are for participants whose employment is terminated prior to the day the bonus is paid as the result of death, disability or Retirement (“ Early Termination Employees ”) or for other circumstances approved by the Administrators on a case-by-case basis. If employment is terminated by reason of death, disability or Retirement, a participant or his/her estate will receive a pro-rata bonus based on the portion of the Plan Year the participant was employed. For purposes of this section, “ Retirement ” means a termination of employment by a participant on or after the earlier of (i) age 65 with at least five years of employment with Carnival Corporation, Carnival plc or any successor thereto and/or their subsidiaries or (ii) age 55 with at least 15 years of employment with Carnival Corporation, Carnival plc or any successor thereto and/or their subsidiaries.

 

5.

BONUS

 

 

A.

For purposes of this Plan, the terms below shall be defined as follows:

 

 

i.

The “ CCL Operating Income ” shall mean the net income of CCL befo


 
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