EXHIBIT 10.1
RETIREMENT AND CONSULTING AGREEMENT
AGREEMENT made this 20th day of November, 1996, between CARNIVAL
CORPORATION, having its principal place of business at ▇▇▇▇ ▇.▇. ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Company") and A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
("▇▇▇▇▇▇▇▇▇"), residing at ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
RECITALS
▇. ▇▇▇▇▇▇▇▇▇ has served as President and Chief Executive Officer of
the Company's wholly-owned subsidiary, Holland America Line-Westours, Inc.
("HAL") since January 1989, and has performed exemplary service during said
years.
▇. ▇▇▇▇▇▇▇▇▇ intends to retire from active service with HAL on
January 1, 1998 ("Retirement Date").
C. The Company desires to compensate ▇▇▇▇▇▇▇▇▇ for such exemplary
service by way of retirement pay.
D. The Company desires to retain ▇▇▇▇▇▇▇▇▇'▇ consulting services
following such retirement on the terms set forth in this Agreement.
IN CONSIDERATION of past services as related above and the consulting
services related below, it is agreed as follows:
1. Compensation For Past Services and Consulting Services
1.1 From January 31, 1998 and for fifteen (15) years thereafter,
the Company shall pay to ▇▇▇▇▇▇▇▇▇ in monthly installments of $37,570.00 an
annual compensation of $450,840.00.
1.2 In the event of ▇▇▇▇▇▇▇▇▇'▇ death prior to the Retirement
Date, or prior to the fifteenth anniversary of the Retirement Date, the
unpaid balance of this total compensation ($6,762,600.00) shall be paid in
full to ▇▇▇▇▇▇▇▇▇'▇ estate within 30 days of the date of his death. The
unpaid balance shall be its then present value calculated by utilization of
an interest rate of 8-1/2% per year.
2. Consulting Services
Commencing on the Retirement date and for a period of fifteen (15)
years, ▇▇▇▇▇▇▇▇▇ agrees to perform consulting services for the Company in
regard to the business operations of HAL upon the specific written request
of the Company. Such services shall be provided during normal business
hours, on such dates, for such time and at such locations as shall be
agreeable to ▇▇▇▇▇▇▇▇▇. Such services shall not require more than five (5)
hours in any calendar month, unless expressly consented to by ▇▇▇▇▇▇▇▇▇,
which consent may be withheld for any reason whatsoever. The Company will
reimburse ▇▇▇▇▇▇▇▇▇ for any out-of-pocket expenses incurred by him in the
performance of said consulting services.
3. Independent Contractor
Commencing on the Retirement Date, ▇▇▇▇▇▇▇▇▇ acknowledges that he
will be solely an independent contractor and consultant. He further
acknowledges that he will not consider himself to be an employee of the
Company, and will not be entitled to any Company employment rights or
benefits.
4. Confidentiality
▇▇▇▇▇▇▇▇▇ will keep in strictest confidence, both during the term
of this Agreement and subsequent to termination of this Agreement, and will
not during the term of this Agreement or thereafter disclose or divulge to
any person, firm or corporation, or use directly or indirectly, for his own
benefit or the benefit of others, any confidential Company information
including, without limitation, to any trade secrets respecting the business
or affairs of the Company which he may acquire or develop in connection with
or as a result of the performance of his services hereunder. In the event
of an actual or threatened breach by ▇▇▇▇▇▇▇▇▇ of the provisions of this
paragraph, the Company shall be entitled to injunctive relief restraining
▇▇▇▇▇▇▇▇▇ from the breach or threatened breach as its sole remedy. The
Company hereby waives its rights for damages, whether consequential or
otherwise.
5. Enforceable
The provisions of this Agreement shall be enforceable
notwithstanding the existence of any claim or cause of action of ▇▇▇▇▇▇▇▇▇
against the Company, or the Company against ▇▇▇▇▇▇▇▇▇, whether predicated on
this Agreement or otherwise.
6. Applicable Law
This Agreement shall be construed in accordance with the laws of
the State of Washington, and venue for any litigation concerning an alleged
breach of this Agreement shall be in King County, Washington, and the
prevailing party shall be entitled to reasonable attorney's fees and costs
incurred.
7. Entire Agreement
This Agreement contains the entire agreement of the parties
relating to the subject matter hereof. A similar agreement of November,
1994 shall become null and void upon the execution of this Agreement. Any
notice to be given under this Agreement shall be sufficient if it is in
writing and is sent by certified or registered mail to ▇▇▇▇▇▇▇▇▇ or to the
Company to the attention of President, or otherwise as directed by the
Company, from time to time, at the addresses as they appear in the opening
paragraph of this Agreement.
8. Waiver
The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach.
IN WITNESS WHEREOF, the Company and ▇▇▇▇▇▇▇▇▇ have duly executed this
agreement as of the day and year first above written.
CARNIVAL CORPORATION
By: /s/ ▇.▇. ▇▇▇▇▇
▇.▇. ▇▇▇▇▇
/s/ A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Signature
A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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