SEC Filings

DEF 14A
CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
Entire Document
 


Table of Contents

COMPENSATION

Potential Payments Upon Termination or Change of Control

 

practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements.

Accordingly, Messrs. Bernstein, Kruse and Perez have no employment agreements and no entitlement to severance except for possible retention of unvested restricted share grants depending on the circumstances of their separation of employment discussed below.

Messrs. Donald and Thamm are our only Named Executive Officers with employment agreements providing cash severance and other benefits. The table below details the various payments associated with certain termination events. Payment outcomes associated with the treatment of equity is detailed in the “Potential Value of Equity Grants upon Termination of Employment or Change of Control” section.

Post-Employment Cash Compensation Obligations to Mr. Donald. Upon termination of Mr. Donald’s employment, he will be entitled to certain payments as follows:

 

 

 Reason for Termination

 

  

 

Payment Type

 

 

By the company for cause

 

  

 

All amounts earned or accrued through the termination date

 

 

By Mr. Donald, other than for good reason

 

  

 

All amounts earned or accrued through the termination date

 

 

Because of death or disability

 

  

 

Benefits or payments under any applicable disability or life insurance benefit plans

 

 

By Mr. Donald for good reason

 

  

 

•  Severance pay equal to one times his base salary and target bonus for the year of termination

•  Continued medical, dental, group life, accidental death or dismemberment, and disability insurance premiums for up to 18 months (“Post-Employment Benefits”)

 

 

By the company other than for cause, death or disability

 

  

 

•  Severance pay equal to one times his base salary and target bonus for the year of termination

•  Post-Employment Benefits

 

 

Following a change in control event

 

  

 

•  Severance pay equal to two times the sum of his base salary and target bonus for the year of termination

•  Post-Employment Benefits

 

Post-Employment Compensation Obligations to Mr. Thamm. Mr. Thamm is eligible to receive 12 months of base salary plus his target bonus if his employment is terminated, as compensation for his non-competition and non-solicitation obligations.

 

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