EXHIBIT 21
NONQUALIFIED STOCK OPTION AGREEMENT
Carnival Corporation, f/k/a Carnival Cruise Lines, Inc. (the
"Company"), having heretofore adopted the Carnival Cruise Lines,
Inc. 1992 Stock Option Plan (the "Plan"), hereby irrevocably grants
to XXXXX XXXXXX (the "Optionee"), effective May 30, 1995 (the
"Grant Date"), the right and option (the "Option") to purchase One
Million (1,000,000) shares of Common Stock on the following terms
and conditions:
20. Each defined term used in this Option and not otherwise
defined herein shall have the meaning assigned to it in the Plan.
21. This Option shall not be exercisable, in whole or in
part, except as follows:
(a) Exercisable as to Two Hundred Thousand (200,000)
shares of Common Stock on or after the Grant Date;
(b) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
first anniversary of the Grant Date;
(c) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
second anniversary of the Grant Date;
(d) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
third anniversary of the Grant Date;
(e) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
fourth anniversary of the Grant Date.
22. Notwithstanding the provisions of paragraph 2, if
Optionee's employment by the Company or any Subsidiary shall
terminate by reason of his or her death or Disability, this Option
shall become immediately exercisable in full in respect of the
aggregate number of shares of Common Stock covered hereby.
23. The unexercised portion of this Option shall
automatically and without notice terminate and become null and void
at the time of the earliest of the following to occur:
(a) the expiration of ten (10) years from the Grant
Date;
(b) the expiration of one (1) year from the date the
Optionee's employment with the Company or any of its
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Subsidiaries shall terminate by reason of Disability; provided,
however, that if the Optionee shall die during such one-year
period, the provisions of subparagraph (c) below shall apply;
(c) the expiration of one (1) year from the date of the
Optionee's death, if such death occurs either during
employment by the Company or any of its Subsidiaries
or during the one-year period described in
subparagraph (b) above;
(d) the date the Optionee's employment by the Company or
any of its Subsidiaries shall terminate by reason of
cause (as defined in the Plan); and
(e) the expiration of three (3) months from the date the
Optionee's employment with the Company or any or its
Subsidiaries shall terminate other than by reason of
death, Disability or termination for cause.
24. The purchase price for each of the shares of Common Stock
shall be Twenty-Two and 50/100 Dollars ($22.50). This Option is
not intended to be an "incentive stock option" within the meaning
of Section 422(b) of the Internal Revenue Code of 1986, as amended.
25. This Option shall be deemed exercised when the Optionee
(a) delivers written notice to the Company at its principal
business office, directed to the attention of its Secretary, of the
decision to exercise, specifying the number of shares with respect
to which this Option is exercised and the price per share
designated in this Option, and (b) concurrently tenders to the
Company full payment for the shares of Common Stock to be purchased
pursuant to such exercise. Full payment for shares of Common Stock
purchased by the Optionee shall be made at the time of any
exercise, in whole or in part, of this Option, and certificates for
such shares shall be delivered to the Optionee as soon thereafter
as is reasonably possible. No shares of Common Stock shall be
transferred to the Optionee until full payment therefor has been
made, and the Optionee shall have none of the rights of a
shareholder with respect to any shares of Common Stock subject to
this Option until a certificate for such shares shall have been
issued and delivered to the Optionee. Such payment shall be made
in cash or by check or money order payable to the Company, in each
case payable in U.S. Currency. (In the Company's discretion,
payment may be made by delivery of Optionee's promissory note
payable to the Company in form approved by the Committee. In the
Committee's discretion, such payment may be made by delivery of
shares of Common Stock having a fair market value [determined as of
the date this Option is so exercised in whole or in part] that,
when added to the value of any cash, check, promissory note or
money order satisfying the foregoing requirements, will equal the
aggregate purchase price.)
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26. This Option and the rights evidenced hereby are not
transferable in any manner other than by will or by the laws of
descent and distribution and during the Optionee's lifetime shall
be exercisable only by the Optionee (or the Optionee's court-
appointed legal representative).
27. The Company's obligation to deliver shares of Common
Stock upon the exercise of this Option any disqualifying
disposition of shares under this Option shall be subject to all
applicable federal, state and local withholding requirements,
including the payment by the Optionee of any applicable federal,
state and local withholding tax.
28. The Company's obligation to deliver shares of Common
Stock in respect of this Option shall be subject to all applicable
laws, rules and regulations and such approvals by any governmental
agency as may be required.
29. The Optionee, by his or her acceptance hereof, represents
and warrants to the Company that his or her purchase of his shares
of Common Stock upon exercise of this Option shall be for
investment and not with a view to, or for sale in connection with,
the distribution of any part thereof; provided, however, that this
representation and warranty shall be inoperative if, in the opinion
of counsel to the Company, a proposed sale of distribution of such
shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933, as amended, and any
applicable state "blue sky" or other securities laws or is exempt
from registration thereunder. The Company will endorse an
appropriate legend referring to the foregoing restriction upon the
certificates representing any shares of Common Stock issued or
transferred to the Optionee upon the exercise of this Option.
30. This Agreement shall be subject to all terms and
provisions of the Plan, which are incorporated by reference herein
and are made a part hereof, including without limitation the
provisions of paragraph 13 of the Plan generally relating to
adjustments to the number of shares of Common Stock subject to this
Option and to the Option purchase price on certain changes in
capitalization and the effects of certain reorganizations and other
transactions. In the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the
Plan shall govern. By entering into this Agreement, the Optionee
agrees and acknowledges his or her receipt of a copy of the Plan.
31. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized officer this 6th day of June,
1995.
CARNIVAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice Chairman
ACCEPTED AND AGREED THIS 6TH
DAY OF JUNE, 1995.
/s/ Xxxxx Xxxxxx
XXXXX XXXXXX, Optionee
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