CARNIVAL CORPORATION & PLC BRAND MANAGEMENT INCENTIVE PLAN
Exhibit 10.8
CARNIVAL CORPORATION & PLC
BRAND MANAGEMENT INCENTIVE PLAN
| 1. | OBJECTIVE |
This Carnival Corporation & plc Brand Management Incentive Plan (the “Plan”) is designed to focus the attention of certain officers and employees of Carnival Corporation & plc and/or its subsidiaries (the “Corporation”) on achieving outstanding performance results as reflected in the operating income of the Corporation and the operating income of one or any combination of the following entities, operating companies or business divisions: (1) the Holland America Line Group, (2) Holland America Line, (3) Seabourn Cruise Line Limited, (4) Carnival Australia, (5) Carnival Cruise Lines, (6) Carnival UK, (7) Cunard Line, (8) P&O Cruises, (9) Princess Cruises, (10) Global Fine Arts, , (11) Costa Cruises, (12) Costa Asia, (13) Iberocruceros,(14) AIDA Cruises, or (15) any other operating company of the Corporation (each individually and, as applicable, collectively a “Brand”), as well as other relevant measures.
| 2. | PLAN ADMINISTRATION |
The administrators of the Plan are the Compensation Committees of the Boards of Directors of the Corporation (the “Compensation Committees”). The Compensation Committees shall have sole discretion in resolving any questions regarding the administration or terms of the Plan not addressed in this document, as well as in resolving any ambiguities that may exist in this document.
The Compensation Committees delegate authority to approve the Target Bonus (defined below) and bonuses payable to participants who are not deemed to be “Executive Officers” (as defined by Rule 16a-1 of the Securities Exchange Act) of the Corporation, as follows:
| A. | to a committee comprised of the Chairman, Chief Executive Officer and the Chief Human Resources Officer of the Corporation (the “Senior Management Committee”) for: |
| i. | the ten (10) highest paid Plan participants with respect to any Brand (based on total target compensation) not deemed to be Executive Officers (the “Top Ten Participants”); and |
| ii. | the aggregate amount (on a Brand-by-Brand basis) for all Plan participants other than the Executive Officers; and |
| B. | to the Chief Executive Officer of the respective Brands (the “Brand CEOs”) for all other Plan participants. |
The term “Administrators” as used hereafter shall refer to the Compensation Committees with respect to bonus determinations for the Executive Officers participating in the Plan; to the Senior Management Committee with respect to bonus determinations for the Top Ten Participants; and to the applicable Brand CEOs with respect to bonus determinations for all other participants (subject to the approval by the Senior Management Committee of the aggregate amount of cash bonus payable to all participants for a particular Brand other than the Executive Officers).
| 3. | PLAN YEAR |
The “Plan Year” shall be the 12-month period ending November 30 of each year.
| 4. | PARTICIPATION |
Prior to the commencement of each Plan Year, the applicable Administrators shall determine which employees shall participate in the Plan for such Plan Year. In general, all employees of the Corporation are at the level of Vice President and above and who are not covered by a separate management incentive plan of the Corporation or a subsidiary or operating unit of the Corporation (e.g., the Carnival Corporation & plc Management Incentive Plan for Senior Management, the Carnival Corporation & plc Management Incentive Plan for the CEO, COO and CFO, the Holland America/Princess Management Incentive Plan or the Carnival Corporation Casino Division Management Incentive Plan) shall be eligible to participate in the Plan. In their discretion, the Administrators may select other employees to participate in the Plan or establish separate criteria to determine the bonus of specified employees.
Persons who commence employment or are promoted to the status of Vice President and above following the beginning of the Plan Year may, with the approval of the applicable Administrators, be allowed to participate in the Plan.
In order to receive a cash bonus under the Plan, a participant must be employed by the Corporation or one of its subsidiaries on the day the bonus is paid (and, with respect to employees of Carnival Australia or Carnival UK, not have given or received notice of termination); provided, however, that if a participant is on a leave of absence (other than, with respect to employees of Carnival Australia or Carnival UK, paid annual leave) that does not meet the requirements of The Family and Medical Leave Act of 1993 on the day the bonus is paid to the other participants, such bonus shall not be payable until the participant returns to active duty. The only exceptions to this requirement are for participants whose employment is terminated prior to the day the bonus is paid as the result of death, disability or Retirement (“Early Termination Employees”) or for other circumstances approved by the applicable Administrators on a case-by-case basis. If employment is terminated by reason of death, disability or Retirement, a participant or his/her estate will receive a pro-rata bonus based on the portion of the Plan Year the participant was employed. For purposes of this section, “Retirement” means a termination of employment by a participant (A) on or after the earlier of (i) age 65 with at least five years of employment with Carnival Corporation, Carnival plc or any successor thereto and/or their subsidiaries or (ii) age 60 with at least 15 years of employment with Carnival Corporation, Carnival plc or any successor thereto and/or their subsidiaries or (B) who, as of December 31, 2012, had both reached the age 55 and had at least 15 years of employment with Carnival Corporation, Carnival plc or any successor thereto and/or their subsidiaries.
Notwithstanding the forgoing, with respect to the chief executive officer of Costa Crociere S.p.A., in order to receive a cash bonus under the Plan, the Employment Contract between Costa Crociere S.p.A. and Costa CEO, as amended from time to time shall have to remain in force, without any notice of termination, until the completion of the applicable Plan Year.
| 5. | BONUS |
| A. | For purposes of this Plan, the terms below shall be defined as follows: |
| i. | “Brand Operating Income” with respect to any Brand or group of Brands (a “Group”) shall mean the Non-GAAP net income of the Brand or Group excluding interest income and expense and other non-operating income and expense and income taxes, as reported by the applicable Brand or Group for the Plan Year. |
| ii. | The “Brand Operating Income Target” for each Plan Year will be established by the Compensation Committees (or, if delegated to the Senior Management Committee, the Senior Management Committee) within 75 days following the commencement of such Plan Year, taking into account historical performance, company/industry growth, the Brand’s or Group’s annual plan, consultation with management and such other factors as the Compensation Committees (or, if applicable, Senior Management Committee) deem appropriate. |
| iii. | The “Corporation Operating Income” shall mean the Non-GAAP net income of the Corporation excluding interest income and expense and other non-operating income and expense and income taxes, as reported by the Corporation for the Plan Year. |
| iv. | The “Corporation Operating Income Target” for each Plan Year will be established by the Compensation Committees (or, if delegated to the Senior Management Committee, the Senior Management Committee) within 75 days following the commencement of such Plan Year, taking into account historical performance, investor guidance, company/industry growth, the Corporation’s annual plan, consultation with management and such other factors as the Compensation Committees (or, if applicable, Senior Management Committee) deem appropriate. |
The Compensation Committees (or, if applicable, Senior Management Committee) may, in their discretion, increase or decrease the Brand and/or Corporation Operating Income Targets or establish alternative targets for any reason they deem appropriate. In addition, in the discretion of the Compensation Committees (or, if applicable, Senior Management Committee), certain items, including, but not limited to, gains or losses on ship sales can be excluded from the Brand and/or Corporation Operating Income Targets and the actual Brand and/or Corporation Operating Income for any Plan Year.
| B. | Within 75 days following the commencement of each Plan Year, the applicable Administrators will, in their discretion, establish a Target Bonus (in the currency of his/her base salary) for each participant for the current Plan Year, which Brand Operating Income Targets (which may include one or more Brands and/or Groups) will apply to such participant and the relative weighting of the Brand and Corporation Operating Income Targets for such participant, which Target Bonus may be based on recommendations from the applicable Brands or Brand CEOs, and which may, in the Administrators’ discretion, be increased or decreased for any reason(s) deemed appropriate by them. Notwithstanding anything herein to the contrary, (i) with respect to Brand CEOs, 50% of the Target Bonus will be based upon achievement of a Brand Operating Income Target and 50% will be based upon achievement of the Corporation Operating Income Target, and (ii) for all other participants, the relative weighting will either be (x) 35% for the Corporation Operating Income Target and 65% for a Brand Operating Income Target or (y) 25% for the Corporation Operating Income Target and 75% for a Brand Operating Income Target (and it is recommended that director reports to |
the Brand CEOs be assigned the 35%/65% mix with other participants being assigned the 25%/75% mix).
The “Target Bonus” is the preliminary level of bonus for a participant if 100% of the applicable Brand and Corporation Operating Income Targets are achieved, prior to the Administrators exercising discretion to increase or decrease the bonus payable to a participant as provided in 5.C.ii.
| C. | Within 75 days following the end of each Plan Year, the Administrators shall determine each participant’s bonus for the prior Plan Year as follows: |
| i. | The actual Brand Operating Income, adjusted to reflect the impact of constant (prior year) fuel prices on fuel expense, and the actual Corporation Operating Income for the Plan Year will be confirmed, and the Administrators shall determine the preliminary bonus amount for each participant by reference to the schedule appended to this Plan (the “Bonus Schedule”) and the relative weightings of each of the Brand and Corporation Operating Income Targets. The performance range in the Bonus Schedule is from 75% to 125% of the Operating Income Targets with results at less than 75% producing a preliminary bonus amount equal to 0% of the Target Bonus, at 75% producing a preliminary bonus amount equal to 50% of the Target Bonus (the “Threshold Bonus”) and at 125% or more producing a preliminary bonus amount equal to 200% of the Target Bonus (the “Maximum Bonus”). The preliminary bonus amount for results between the Threshold Bonus and Target Bonus or between the Target Bonus and Maximum Bonus will be calculated according to bonus schedule herein. The Administrators may, within 75 days following the commencement of each Plan Year, change the Bonus Schedule applicable to such Plan Year as they deem appropriate. |
| ii. | The Administrators may then consider other factors deemed, in its discretion, relevant to the performance of the Corporation, including, but not limited to, the impacts of changes in accounting principles, unusual gains and/or losses and other events outside the control of management. The Administrators may also consider other factors it deems, in its discretion, relevant to the performance of the Corporation, the applicable Brand or Group and/or each individual participant, including, but not limited to, operating performance metrics (such as return on investment, revenue yield, costs per available lower berth days), successful implementation of strategic initiatives and business transactions, significant business contracts, departmental accomplishments, executive recruitment, new ship orders, and management of health, environment, safety and security matters. Based on such factors, the Administrators may, in its discretion, increase or decrease the preliminary bonus amount calculated pursuant to Section 5.C.i. by any amount deemed appropriate to determine the final bonus amount. The final bonus amount shall not exceed 200% of the Target Bonus of the participant. |
In addition, the Administrators may adjust a participant’s bonus amount for any unpaid leaves of absence (or, with respect to employees of Carnival Australia or Carnival UK, any leave of absence other than paid annual leave) regardless of the nature of the leave.
| 6. | PAYMENT OF BONUS |
Except as otherwise provided in the section entitled “Participation,” bonuses shall be paid as soon as administratively practicable following determination of the bonuses by the Administrators. At the discretion of the Administrators, special arrangements may be made for earlier payment to Early Termination Employees.
Notwithstanding any other provision of this Plan, the issuance of bonuses is at the sole discretion of the Administrators. The Administrators, in their sole discretion, may increase, decrease or withhold bonuses.
| 7. | DURATION OF PLAN |
The Plan will be effective until terminated by the Compensation Committees.
| 8. | AMENDMENT OF PLAN |
The Compensation Committees may amend the Plan from time to time in such respects as the Compensation Committees may deem advisable.
| 9. | GOVERNING LAW AND JURISDICTION |
For participants employed by Carnival Australia only, the Plan shall be governed by and construed in accordance with the laws of New South Wales and the courts of that state shall have exclusive jurisdiction. For participants employed by Carnival UK only, the Plan shall be governed by and construed in accordance with English law and courts of England shall have exclusive jurisdiction.
| Percentage of Operating Income Target Achieved | Percent of Target Bonus Funded | |||
| Below 75% | 0.00 | % | ||
| 75% | 50.00 | % | ||
| 76% | 52.00 | % | ||
| 77% | 54.00 | % | ||
| 78% | 56.00 | % | ||
| 79% | 58.00 | % | ||
| 80% | 60.00 | % | ||
| 81% | 62.00 | % | ||
| 82% | 64.00 | % | ||
| 83% | 66.00 | % | ||
| 84% | 68.00 | % | ||
| 85% | 70.00 | % | ||
| 86% | 72.00 | % | ||
| 87% | 74.00 | % | ||
| 88% | 76.00 | % | ||
| 89% | 78.00 | % | ||
| 90% | 80.00 | % | ||
| 91% | 82.00 | % | ||
| 92% | 84.00 | % | ||
| 93% | 86.00 | % | ||
| 94% | 88.00 | % | ||
| 95% | 90.00 | % | ||
| 96% | 92.00 | % | ||
| 97% | 94.00 | % | ||
| 98% | 96.00 | % | ||
| 99% | 98.00 | % | ||
| 100% | 100.00 | % | ||
| 101% | 103.00 | % | ||
| 102% | 106.00 | % | ||
| 103% | 109.00 | % | ||
| 104% | 112.00 | % | ||
| 105% | 115.00 | % | ||
| 106% | 119.25 | % | ||
| 107% | 123.50 | % | ||
| 108% | 127.75 | % | ||
| 109% | 132.00 | % | ||
| 110% | 136.25 | % | ||
| 111% | 140.50 | % | ||
| 112% | 144.75 | % | ||
| 113% | 149.00 | % | ||
| 114% | 153.25 | % | ||
| 115% | 157.50 | % | ||
| 116% | 161.75 | % | ||
| 117% | 166.00 | % | ||
| 118% | 170.25 | % | ||
| 119% | 174.50 | % | ||
| 120% | 178.75 | % | ||
| 121% | 183.00 | % | ||
| 122% | 187.25 | % | ||
| 123% | 191.50 | % | ||
| 124% | 195.75 | % | ||
| 125% | 200.00 | % | ||
