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This excerpt taken from the CUK 10-Q filed Apr 2, 2009. CARNIVAL PLC 2005 EMPLOYEE SHARE PLAN (As adopted by the board of directors of Carnival plc on 18 January 2005 and approved by shareholders of Carnival plc in general meeting on 13 April 2005; amended by the Compensation Committee of the board of directors on 5 July 2005, 22 January 2007 and 19 December 2008) This excerpt taken from the CUK DEF 14A filed Mar 2, 2009. Carnival plc 2005 Employee Share Plan Mr. Foschi is the only NEO who receives awards under the Carnival plc 2005 Employee Share Plan. Mr. Foschi receives the same treatment under the Carnival plc 2005 Employee Share Plan as other participants generally for awards granted through fiscal year 2008, except with respect to termination in the event of disability as described in the section entitled “Individual Arrangements Related to Equity Awards under the Carnival plc Equity Plans.” All awards vest upon termination of employment for death. Upon retirement, all awards will continue to vest according to their terms as if employment had not been terminated. For equity awards made prior to December 2008, retirement is defined as voluntary termination of an employee being at least 55 years of age with 15 years of service or at least 65 years of age with five years of service. In December 2008, the Compensation Committees amended the definition of retirement to increase the retirement age to 60 years of age with 15 years of service. Upon a change of control, all options will vest. Change of control is defined to mean the occurrence of any of the following (i) a person (either alone or together with any person acting in concert with him) obtaining control of Carnival plc as a result of a general offer or otherwise for the whole of the share capital of Carnival plc (other than those shares which are already owned by him and/or any person acting in concert with him), (ii) the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of Carnival plc or (B) the combined voting power of the then outstanding voting securities of Carnival plc entitled to vote generally in the election of directors, except that this provision does not apply to affiliated companies or members of the Arison family, (iii) incumbent directors cease to constitute at least a majority of the boards of directors, (iv) a person becoming bound or entitled to give notice under sections 428 to 430F of the Companies Act 1985 to acquire shares, (v) a court directing that a meeting of the holders of shares be convened pursuant to section 425 of the Companies Act 1985 for the purposes of considering a scheme of arrangement of Carnival plc or its amalgamation with any other company or companies and the scheme of arrangement being approved by the shareholders’ meeting or sanctioned by the court, (vi) notice being duly given of a resolution for the voluntary winding-up of Carnival plc, (vii) the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival plc, or (viii) the completion of a reorganization, recapitalization, merger, consolidation, share exchange or similar form of corporate transaction involving Carnival plc that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction. All of the equity-based awards made to the NEOs in February 2008 and thereafter contain confidentiality and non-compete provisions that restrict them from competing with Carnival Corporation for the remainder of award’s vesting period. They will be subject to the confidentiality restrictions indefinitely. If they breach either of these provisions, they will forfeit the right to receive all unvested and unexercised equity awards.
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Table of ContentsThis excerpt taken from the CUK DEF 14A filed Mar 5, 2008. 5. Carnival plc 2005 Employee Share Plan The number of Carnival plc ordinary shares subject to options at the beginning and end of the 2007 financial year for each director is as follows:
This excerpt taken from the CUK DEF 14A filed Mar 2, 2007. 4. Carnival plc 2005 Employee Share Plan The number of Carnival plc ordinary shares subject to options at the beginning and end of the 2006 financial year for each executive director is as follows:
This excerpt taken from the CUK DEF 14A filed Mar 7, 2005. Carnival plc 2005 Employee Share Plan During 2004, Carnival Corporation & plc commenced a corporate restructuring for the purposes of improving efficiency, synergies and operational effectiveness following the combination of the businesses of Carnival Corporation and Carnival plc in the DLC structure (the “Corporate Restructuring”). The Corporate Restructuring involved, in part, the transfer by Carnival Corporation to Carnival plc of the cruise operations and employees of Costa. Prior to the Corporate Restructuring, the employees of Costa (the “Transferred Employees”) were eligible to receive options under the Amended and Restated Carnival Corporation 2002 Stock Plan, which were taxed favourably under Italian tax law. As a result of the Corporate Restructuring, certain of the Transferred Employees would have faced significant negative tax consequences under Italian tax law if they retained their options granted under the Amended and Restated Carnival Corporation 2002 Stock Plan. The Transferred Employees were then eligible to participate in the Carnival plc Executive Share Plan. The Carnival plc Executive Share Option Plan is a plan with restrictions, such as salary-based limitations on individual option grants, which had not historically been imposed on the Transferred Employees. As a result, the share options awards made to the Transferred Employees during 2004 were greatly reduced from the amounts they were granted historically under the Amended and Restated Carnival Corporation 2002 Stock Plan. This was an unintended result of the Corporate Restructuring. In view of the above and based upon advice of their external compensation consultants, the Compensation Committees believe that it is in the best interests of Carnival Corporation & plc to establish a flexible share plan for Carnival plc that mirrors, to the extent practicable, the existing Amended and Restated Carnival Corporation 2002 Stock Plan. Accordingly, the board of directors of Carnival plc adopted, subject to shareholder approval, a new plan, the Carnival plc 2005 Employee Share Plan (the “PLC Share Plan”). The PLC Share Plan will, if it is approved by shareholders, replace the Carnival plc Executive Share Option Plan and no further options will be granted under that plan. The PLC Plan is designed for maximum flexibility as to the types of options and other share awards that may be granted to employees and E-5
The PLC Share Plan is attached as Annex B of the proxy statement and the principal provisions are described in the proposals to shareholders contained in the proxy statement. The purpose of the PLC Share Plan is to create an employment incentive by providing an opportunity to senior employees who are important to the success and growth of the business of Carnival Corporation & plc to own Carnival plc ordinary shares. The plan rules provide that all employees of Carnival plc and its subsidiaries (the “plc Group”) are eligible to participate at the discretion of the Carnival plc Compensation Committee. It is anticipated that awards will be granted primarily to management and supervisory level employees, including executive directors. As at February 14, 2005, approximately 23,500 employees are eligible to participate in the PLC Share Plan. Under the PLC Share Plan, the Carnival plc Compensation Committee may award annual grants of share options, or awards of restricted shares or restricted share units separately, or in any combination that the Compensation Committee decides. The value of an award to be granted to any individual will be determined taking into account an individual’s present and potential contribution to the success of Carnival Corporation & plc and the market practice for companies with global operations in the country where the participants are based. Whilst the new plan does not place an individual limit on the value of share options and awards that may be granted to the executive directors in any year, the Compensation Committee will be guided by the compensation policy described above. Under the PLC Share Plan, options to acquire Carnival plc shares will be granted at an exercise price determined by the Compensation Committee, which may not be less than the fair market value of a Carnival plc ordinary share at the option is granted. Options may also be granted over American Depositary Shares (ADSs), each representing one ordinary share of Carnival plc, where appropriate for U.S.-based executives. The Combined Code provides that shares granted to directors should not vest, and options should not be exercisable, in less than three years. The terms of the PLC Share Plan give flexibility to the Compensation Committee of Carnival plc to determine the vesting schedule applicable to share options and awards in their absolute discretion, in line with the Carnival Corporation 2002 Stock Plan. Options granted will not be exercisable more than ten years after the date of grant. The Combined Code also provides that grants under all incentive plans should be subject to challenging performance criteria reflecting the company’s objectives. In accordance with U.S. practice and consistent with historical practice in relation to the Carnival Corporation 2002 Stock Plan, the Compensation Committee has discretion to determine whether the grant or vesting of share options and awards under the new PLC Share Plan will be subject to performance targets. In determining whether performance targets shall apply, the Compensation Committee will have regard to the local practice in the country in which the participant is based. | EXCERPTS ON THIS PAGE:
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