Exhibit 10.5
ROYAL CARIBBEAN CRUISES
LTD.
2008 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
GRANTEE:
DATE OF
GRANT:
NUMBER OF
RESTRICTED STOCK UNITS GRANTED :
This Restricted Stock Unit Agreement
(the “Agreement”) is dated as of (Granted Date), and is
entered into between Royal Caribbean Cruises Ltd., (the
“Company”), and (Name), a director, officer or employee
of the Company and/or its Affiliates (the
“Grantee”).
This Agreement is pursuant to the
provisions of the Royal Caribbean Cruises Ltd. 2008 Equity
Incentive Plan (the “Plan”) with respect to the number
of Restricted Stock Units (“Units”) specified above.
Capitalized terms used and not defined in this Agreement shall have
the meanings given to them in the Plan. This Agreement consists of
this document and the Plan. The obligation of the Company pursuant
to this Agreement is that of an unfunded and unsecured pledge to
transfer to Grantee, as of the Vesting Date, legal title and
ownership of shares of Stock of the Company (the
“Shares”).
Grantee and the Company agree as
follows:
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Application of Plan;
Administration
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This Agreement and Grantee’s
rights under this Agreement are subject to all the terms and
conditions of the Plan, as it may be amended from time to time, as
well as to such rules and regulations as the Committee may adopt.
It is expressly understood that the Committee that administers the
Plan is authorized to administer, construe and make all
determinations necessary or appropriate to the administration of
the Plan and this Agreement, all of which shall be binding upon
Grantee to the extent permitted by the Plan. Any inconsistency
between this Agreement and the Plan shall be resolved in favor of
the Plan.
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Vesting
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Until and unless the Vesting Dates
described below occur, the Units remain subject to forfeiture upon
Grantee’s ceasing to be employed by the Company and any
Affiliate, unless otherwise specified in the Plan. Once the Vesting
Dates occur, the Units will become Vested Units, in the respective
amounts set forth opposite the following Vesting Dates, and will no
longer be subject to forfeiture:
Vesting
Dates
Shares
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Rights as
Shareholder
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Grantee will not be entitled to any privileges
of ownership of Shares of
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