Carnival Corp. (CCL) filed a Form 8K - Changes in Company Executive Management - with the U.S Securities and Exchange Commission on April 21, 2017.

 

(e) Compensation Arrangement for Named Executive Officer

On April 21, 2017, Carnival plc (the "Company") entered into an employment contract (the "Contract") with Michael Olaf Thamm, a Named Executive Officer of the Company, for his services as Group Chief Executive Officer of Costa Group and Carnival Asia. The Contract replaces the employment contract between Mr. Thamm and Costa Crociere, S.p.A. dated July 1, 2012, as amended.

Term. The Contract commences on April 1, 2017 and provides for an indefinite term, subject to a 12 month notice period.

Compensation. Pursuant to the terms of the Contract, during fiscal 2017, Mr. Thamm's compensation is as follows:

a base salary of 860,250

a target bonus under the Carnival Corporation & plc Management Incentive Plan ("MIP") of 1,116,000

He will also be eligible to receive:

1,116,000 performance-based restricted stock units at target

465,000 MIP-tied equity grant at target

$600,000 shareholder equity alignment grant at target

Following fiscal 2017, Mr. Thamm's base salary, annual incentive payments, and long-term incentive awards shall be determined by the Boards of Directors in their discretion, consistent with the terms of the MIP, Carnival plc 2014 Employee Share Plan and Carnival Corporation 2011 Stock Plan, as applicable.

Other Benefits. Pursuant to the Contract, the Company shall continue to provide life and disability insurance for Mr. Thamm, health insurance for Mr. Thamm and his family, commensurate with the benefits provided to other senior executives with the Company. In addition, the Company will provide an annual housing allowance of up to 150,000 for accommodations in Genoa.

Compensation Upon Termination. Pursuant to the Contract, the Company may terminate the Contract at any time. Upon such termination, Mr. Thamm will be entitled to receive his salary for 12 months. Mr. Thamm may terminate the Contract by providing 12 months' notice. If the Company terminates the Contract for cause (as described in the Contract), Mr. Thamm is not entitled to any further compensation.

Restrictive Covenants. Pursuant to the Contract, for 12 months following Mr. Thamm's termination of employment with the Company for any reason, the Contract prohibits Mr. Thamm from:

working for a competing business

soliciting certain employees of the Company

interfering with the relationships between the Company and certain employees of the Company's customers or suppliers

As compensation to Mr. Thamm for these covenants, he will be paid an amount equal to 50% of the total remuneration most recently received by him.

This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Contract, included as Exhibit 10.1 to this filing. Exhibit 10.1 is incorporated by reference into this Item 5.02.

 

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/815097/000119312517142955/d383775d8k.htm

 

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1125259/000119312517142955/0001193125-17-142955-index.htm

 

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

 
 

(END) Dow Jones Newswires

April 27, 2017 16:24 ET (20:24 GMT)

Copyright (c) 2017 Dow Jones & Company, Inc.
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