Exhibit 10.1
CARNIVAL CRUISE
LINES
MANAGEMENT INCENTIVE
PLAN
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).
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:
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A.
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to a committee
comprised of the Chief Executive Officer and the Chief Operating
Officer of the Corporation (the “ Senior Management
Committee ”) for:
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i.
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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
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ii.
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the aggregate
amount for all Plan participants other than the Executive Officers;
and
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B.
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to the CCL
Chief Executive Officer (the “ CCL CEO ”) for
all other Plan participants.
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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).
The “ Plan Year ”
shall be the 12-month period ending November 30 of each
year.
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.
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A.
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For purposes of
this Plan, the terms below shall be defined as follows:
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i.
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The “
CCL Operating Income ” shall mean the net income of
CCL befo
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