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

 

Estimated Cash and Benefit Payments Upon Termination of Employment

The following table quantifies the cash compensation or value of benefits that Messrs. Donald and Thamm would receive upon termination of employment. The amounts shown assume the event that triggered the treatment occurred on November 30, 2018. The table does not include amounts they would be entitled to without regard to the circumstances of termination, such as earned or accrued compensation.

 

Name

  Benefit  

Termination

without Cause

($)

   

Voluntary

Termination

(without

Good

Reason)

($)

   

Voluntary

Termination

(with Good

Reason)

($)

   

Death or

Disability

($)

   

Change

of

Control

($)

 

Arnold W. Donald  

  Separation Payment     4,500,000       0       4,500,000       0       9,000,000  
 

Post-Employment Benefits

    81,855       0       81,855       0       81,855  
   

 

 

     

 

 

     

 

 

 
 

 

TOTAL

 

 

 

 

4,581,855

 

 

   

 

 

 

4,581,855

 

 

   

 

 

 

9,081,855

 

 

Michael Thamm

  Non-Competition Compensation(1)     2,351,738       1,190,482       1,190,482       1,190,482       1,190,482  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
 

 

TOTAL

 

 

 

 

2,351,738

 

 

 

 

 

 

1,190,482

 

 

 

 

 

 

1,190,482

 

 

 

 

 

 

1,190,482

 

 

 

 

 

 

1,190,482

 

 

(1)

These amounts would be payable in euro. Mr. Thamm’s potential non-competition compensation has been converted into U.S. dollars using the average U.S. dollar to euro exchange rate for fiscal 2018 of $1.19:1.

Equity-Based Compensation

Vesting of restricted shares and RSUs upon termination of a Named Executive Officer’s employment is dependent upon the reasons his employment is terminated, the terms of the respective equity plan and the associated equity grant agreement. Equity grants made to our Named Executive Officers are subject to the same terms as all other participants generally, except as described below.

Carnival Corporation 2011 Stock Plan. All our Named Executive Officers received SEA grants under the Carnival Corporation 2011 Stock Plan, In addition, all our Named Executive Officers except Mr. Thamm received MTE and PBS grants under the Carnival Corporation 2011 Stock Plan. The terms of the Carnival Corporation 2011 Stock Plan and the equity grant agreements applicable to participants generally provide that upon termination for death or disability, all unvested equity grants will immediately vest. The terms of the equity grants to Named Executive Officers provide that if their employment is terminated without cause or they voluntarily terminate due to a diagnosis of a terminal medical condition, the restricted share and MTE grants will continue to vest according to their original vesting schedule and remain subject to confidentiality and non-competition provisions. The SEA grants will also be retained if employment is terminated without cause. For the purposes of the agreement, “cause” is defined as any action or inaction which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by the Boards of Directors.

Upon retirement, restricted share and MTE grants continue to vest according to their terms as though employment had not ended; provided, however, that as each participant reaches retirement age, 50% of the grant will immediately vest, if such participant becomes subject to tax withholding at that time. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon involuntary termination within 12 months after a change of control, the restricted period on all restricted shares and RSUs immediately expires.

Change of control means the occurrence of any of the following:

 

 

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of common stock of Carnival Corporation or (B) the combined

 

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