Exhibit 10.6
CARNIVAL CORPORATION
AMENDED AND RESTATED
2001 OUTSIDE DIRECTOR STOCK PLAN
RESTRICTED STOCK
AWARD AGREEMENT
THIS AGREEMENT (the "Agreement") made between Carnival Corporation, a
corporation organized under the laws of the Republic of Panama (the "Company")
and ______________ (the "Director"). The Company hereby grants to Director, on
____________ (the "Grant Date"), a Restricted Stock Award consisting of
___________ (______) Shares (hereinafter called the "Restricted Shares"), on the
following terms and conditions and subject to the Director's execution of this
Agreement and the terms and conditions of the Carnival Corporation Amended and
Restated 2001 Outside Director Stock Plan (the "Plan"):
1. The Company has adopted the Plan, which is incorporated herein by
reference and made a part of this Agreement. Each capitalized term used in this
Agreement and not otherwise defined herein shall have the meaning assigned to it
in the Plan.
2. Subject to Sections 3 and 4, below, the Restricted Period as to the
Restricted Shares shall expire in five equal annual installments beginning one
year from the Grant Date.
3. Upon the Director's termination of service as a member of the Board due
to death or Disability, the Restricted Period shall expire as to 100% of the
Restricted Shares. Upon the Director's ceasing to be a member of the Board for
any reason other than death or Disability prior to the first anniversary of the
Director's initial election to the Board, all of the Restricted Shares shall be
forfeited[, the applicable stock certificates for such Restricted Shares shall
be returned to the Company] and all rights of the Director to the Restricted
Shares, and as a shareholder in respect of the Restricted Shares, shall
terminate without further obligation on the part of the Company. Upon the
Director's termination of service as a member of the Board for any reason other
than death or Disability on or after the first anniversary of the Director's
initial election to the Board, the Restricted Period shall continue to expire in
accordance with Section 2 above. Upon the expiration of the Restricted Period
with respect to any Restricted Shares, the restrictions set forth in this
Agreement (particularly the restrictions described in Section 7 below) shall be
of no further force or effect with respect to such Restricted Shares.
4. [The Restricted Shares will be delivered to the Director pending the
expiration of the Restricted Period or the forfeiture of the Restricted Shares.]
OR [The Restricted Shares shall be held in escrow pending the expiration of the
Restricted Period or the forfeiture of the Restricted Shares. The Director shall
execute and deliver to the Company (A) an escrow agreement satisfactory to the
Committee and (B) the appropriate blank stock powers with respect to the
Restricted Shares. If the Director shall fail to execute such an escrow
agreement and blank stock powers, this award of Restricted Shares shall be null
and void.]
5. The Director shall be the record owner of the Restricted Shares until
or unless such Restricted Shares are forfeited pursuant to Section 3 of this
Agreement or otherwise transferred in a manner not prohibited by this Agreement,
and, as record owner, shall be entitled to all rights as a stockholder as to
such Restricted Shares, including, without limitation, voting rights with
respect to the Restricted Shares.
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6. [Pending the expiration of the Restricted Period, cash dividends and
stock dividends paid with respect to the Restricted Shares shall be paid
directly to the Director.] OR [Pending the expiration of the Restricted Period,
cash dividends and stock dividends paid with respect to the Restricted Shares
shall be withheld by the Company and not paid to the Director.] OR [Pending the
expiration of the Restricted Period, cash dividends and stock dividends paid
with respect to the Restricted Shares shall be withheld by the Company for the
Director's account, [without interest] [and interest shall be credited on the
amount of cash dividends withheld at a rate of ___% per annum, in accordance
with such terms as are established by the Committee.] The cash dividends and
stock dividends so withheld and attributable to any particular Restricted Share
[, and earnings thereon,] shall be distributed to the Director upon the
expiration of the Restricted Period in respect of such Restricted Share and, if
such Restricted Share is forfeited, the Director shall have no right to such
cash dividends, stock dividends [or earnings]].
7. Upon the grant of the Restricted Shares, the Committee shall cause one
or more stock certificates registered in the name of the Director to be issued.
Each certificate representing Restricted Shares shall bear a legend
substantially in the form set forth below until the lapse of all restrictions
with respect to the Restricted Shares, as well as any other information the
Company deems appropriate:
Transfer of this certificate and the shares represented
hereby is restricted pursuant to the terms of the Carnival
Corporation Amended and Restated 2001 Outside Director
Stock Plan and a Restricted Stock Award Agreement, between
Carnival Corporation and the registered owner of this
certificate. Copies of such Plan and Agreement are on file
at the offices of Carnival Corporation.
Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legended securities.
[The Committee shall cause the stock certificates representing the Restricted
Shares to be deposited, together with the stock powers, with the escrow agent
designated by the Committee. The Committee shall cause the escrow agent to issue
to the Director a receipt evidencing such stock certificate.]
8. None of the Restricted Shares, nor any right evidenced thereby, may, at
any time before the expiration of the Restricted Period with respect thereto, be
transferable in any manner other than by will or by the applicable laws of
inheritance, descent and distribution. In the Committee's discretion, the
Restricted Shares may be transferred pursuant to a "qualified domestic relations
order" as defined in Section 414(p) of the Code or any similar domestic
relations order enforceable in the jurisdiction in which the Director resides.
9. Nothing in the Plan or this Agreement confers on the Director the right
to continue to serve as a member of the Board.
10. The Company's obligation to deliver the Restricted Shares or other
property to the Director pursuant to this Agreement shall be subject to all
applicable federal, state, local and other applicable withholding requirements,
including the payment by the Director of any applicable federal, state, local
and other applicable withholding tax or social security contributions, and the
Company, Carnival plc or any Affiliate of the Company or Carnival plc has the
right, but not the obligation, to withhold or retain any Restricted Shares or
other property deliverable to the Director in connection with the Award of
Restricted Shares or from any compensation or other amounts owing to the
Director the amount (in cash, Shares or other property) of any required tax
withholding in respect of the Award of
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Restricted Shares and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
11. The Company's obligations under this Agreement and the Plan with
respect to the Restricted Shares shall be subject to all applicable laws, rules
and regulations and such approvals by any governmental agency as may be
required.
12. (a) If the Director is a resident of the UK, the Director and the
Company agree that if either of them so elects, they will each enter into an
irrevocable election either jointly or separately pursuant to section 431 of the
UK Income Tax (Earnings and Pensions) Act 2003 (in such form as is approved by
the Commissioners for Her Majesty's Revenue and Customs) not later than 14 days
after the Grant Date of this award of Restricted Shares.
(b) Upon the expiration of the Restricted Period of any Restricted
Shares, the Director agrees to enter into such written representations,
warranties and agreements as the Committee may reasonably request in order to
comply with applicable securities laws or with the Plan or this Agreement.
13. This Agreement, together with the Plan, embodies the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement; provided that, this Agreement is subject to the Plan, as
provided above, and, in the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the Plan shall
govern.
14. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Florida without regard to the principles of conflicts
of law thereof, or principles of conflicts of laws of any other jurisdiction
which could cause the application of the laws of any jurisdiction other than the
State of Florida.
15. The terms and provisions of this Agreement may be modified or amended
as provided in the Plan.
IN WITNESS THEREOF, the Company has caused these presents to be signed by
its duly authorized officer as of the __th day of _________, 20__.
CARNIVAL CORPORATION
By:___________________________
[ ]
Title: [ ]
ACCEPTED AND AGREED TO THIS
____________DAY OF ____________, 20__.
______________________________________
___________, Director
