RCL » Topics » Amendment and Termination

This excerpt taken from the RCL DEF 14A filed Apr 11, 2008.
Amendment and Termination
 
The Compensation Committee may at any time terminate, suspend or discontinue the 2008 Equity Plan. The Compensation Committee may amend the 2008 Equity Plan at any time, provided that no such amendment shall be made without the approval of the Company’s shareholders (a) to the extent that such approval is required by applicable law or by the listing standards of any applicable exchange(s) on or after the adoption of the 2008 Equity Plan, (b) to the extent that such amendment would materially increase the number of securities which may be issued under the 2008 Equity Plan, (c) to the extent that such amendment would materially modify the requirements for participation in the 2008 Equity Plan, or (d) to the extent that such amendment would accelerate the vesting of any restricted stock or restricted stock units under the 2008 Equity Plan except as otherwise provided therein.
 
This excerpt taken from the RCL 10-K filed Feb 28, 2007.
AMENDMENT AND TERMINATION

8.1

Plan Amendment. The Plan may be amended or otherwise modified by the Board, in whole or in part, provided that no amendment or modification shall divest any Participant of any amount previously credited to his Account under Section 3.1 or of the amount and method of crediting earnings to such Account under Section 4.3 of the Plan as of the date of such amendment. The Board has delegated to the Compensation Committee of the Board the ability to amend the Plan. In addition, the Compensation Committee of the Board may delegate authority to the Committee to amend the Plan to make administrative or legally required changes; provided, however, that in no event shall any committee have the authority to amend the formula for calculating benefits under the Plan. Notwithstanding anything herein to the contrary, in no event shall any amendment be made in a manner that is inconsistent with the requirements under Section 409A of the Code.

8.2

Termination of the Plan. The Board reserves the right to terminate the Plan at any time in whole or in part. In the event of any such termination, subject to Code Section 409A, the Company shall pay a benefit to the Participant or the Beneficiary of any deceased Participant, in lieu of other benefits hereunder, equal to the value of the Participant’s Account in the form and at the benefit commencement date elected by the Participant pursuant to section 5.1 of the Plan. Earnings shall continue to be allocated under Section 4.3 of the Plan after the termination of the Plan until the Participant’s benefits have been paid in full notwithstanding the termination of the Plan. Notwithstanding anything herein to the contrary, in no event shall any termination be made in a manner that is inconsistent with the requirements under Section 409A of the Code, and in no event shall any committee have the authority to terminate the Plan.

 

IN WITNESS WHEREOF, this Amendment is being executed as of the 12th day of December, 2006.

 

 

ROYAL CARIBBEAN CRUISES LTD.

 

 

Attest:____/s/ Bradley Stein_____________

By:__Maria R. Del Busto___________

 

Bradley Stein

Maria R. Del Busto

 

Vice President, General Counsel/

Vice President and Chief Human

 

Secretary

Resources Officer

 

 

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