EXHIBIT 10.1
RETIREMENT AND CONSULTING AGREEMENT
AGREEMENT made this 10th day of November, 1997 between CARNIVAL
CORPORATION, having its principal place of business at 0000 X.X. 00xx
Xxxxxx, Xxxxx, Xxxxxxx (the "Company") and A. Xxxx Xxxxxxxxx,
("Xxxxxxxxx"), residing at 000 X. Xxxxx, Xxxxxxx, Xxxxxxxxxx, 00000.
RECITALS
X. Xxxxxxxxx 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.
X. Xxxxxxxxx intends to retire from active service with HAL on
January 1, 1999 ("Retirement Date").
C. The Company desires to compensate Xxxxxxxxx for such exemplary
service by way of retirement pay.
D. The Company desires to retain Xxxxxxxxx'x 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, 1999 and for fifteen (15) years thereafter,
the Company shall pay to Xxxxxxxxx in monthly installments
of $58,927.00 an annual compensation of $707,124.00.
1.2 In the event of Xxxxxxxxx'x death prior to the Retirement
Date, or prior to the fifteenth anniversary of the
Retirement Date, the unpaid balance of this total
compensation ($10,606,854.60) shall be paid in full to
Xxxxxxxxx'x estate within 30 days 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, Xxxxxxxxx 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 Xxxxxxxxx. Such services shall not require more than five
(5) hours in any calendar month, unless expressly consented to by
Xxxxxxxxx, which consent may be withheld for any reason whatsoever. The
Company will reimburse Xxxxxxxxx for any out-of-pocket expenses incurred by
him in the performance of said services.
3. Independent Contractor
Commencing on the Retirement Date, Xxxxxxxxx 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
Xxxxxxxxx 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 Xxxxxxxxx of the provisions of
this paragraph, the Company shall be entitled to injunctive relief
restraining Xxxxxxxxx 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 Xxxxxxxxx
against the Company, or the Company against Xxxxxxxxx, whether predicated
on this Agreement or otherwise.
6. Applicable Law
The 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 1996
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 Xxxxxxxxx or to the
Company to the attention of the President, or otherwise as directed by the
Company, from time to time, at the addresses as they appear in the opening
paragraph of the 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 Xxxxxxxxx have duly executed this
agreement as of the day and year first above written.
CARNIVAL CORPORATION
By: /s/ Xxxxx Xxxxxx
/s/ Xxxx Xxxxxxxxx
Signature
A. Xxxx Xxxxxxxxx
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