by, and subject to the terms and conditions of, an award agreement in the form approved by the Board to evidence such type of grant pursuant to this policy.
Financing Committee Cash Compensation
The Board created a special committee (the “Financing Committee”) to evaluate potential financing arrangements for the Company due to the impacts of the COVID-19 coronavirus on the Company. For their service on the Financing Committee, the Chairperson of the Financing Committee will receive a one-time $100,000 retainer and each other member of the Financing Committee will receive a one-time $25,000 retainer. Each such retainer will be paid in a lump sum in cash following the Company’s, or its subsidiary’s, entry into such financing arrangements.
Sail Safe Global Health and Wellness Council Oversight Cash Compensation
Due to the unique challenges posed by the COVID-19 coronavirus, the Board has requested that the Chairperson of the TESS Committee participate in the Company’s Sail Safe Global Health and Wellness Council as a liaison between the Sail Safe Global Health and Wellness Council and the Board in order to more closely oversee the management team’s response to COVID-19. As compensation for the additional work performed by the Chairperson of the TESS Committee in this role, the Chairperson of the TESS Committee will receive a $75,000 annual retainer paid on a quarterly basis, at the end of each quarter in arrears, which will be pro-rated if the Chairperson of the TESS Committee serves for only a portion of the quarter (with the proration based on the number of calendar days in the quarter that the director held the particular position).
All directors will be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board related business.
It being in the interest of the Company for non-employee directors of its Board to review and assess the Company’s products, the non-employee directors of the Board are encouraged to take one cruise with one of the Company’s brands annually. Accordingly, the Company will annually provide to each non-employee director one cabin for an up to 14-night cruise with the Company brand of their choice. Non-employee directors and a guest of their choice will be accommodated in a penthouse level (or Haven equivalent) cabin with such accommodation to be assigned by the Company’s revenue management department. The non-employee director will be responsible for taxes, port fees and fuel supplements as well as all onboard spending and transportation to and from the ship (other than any transportation that would otherwise be included in the ticket price of the cruise).
If a Board meeting is held on a cruise, the Company will absorb the cost of the cruise fare for each non-employee director and any guests traveling with such non-employee director in his or her stateroom. The non-employee director will be responsible for all onboard spending during such cruise.
In addition, non-employee directors and their immediate families are entitled to participate in any Company discount program in effect that is generally available to all Company employees for any additional cruises they may wish to take.
The Chairperson of the Compensation Committee of the Board may approve certain exceptions to the “Product Familiarization” section of this policy.