EXHIBIT 10.1
RETIREMENT AND CONSULTING AGREEMENT
AGREEMENT made this 18th day of November, 1998 between
CARNIVAL CORPORATION, having its principal place of business at
0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000, and its wholly owned
subsidiary, Holland America Line-Westours Inc., having its
principal place of business at 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxx 00000 (collectively, the "Companies") and Xxxxx Xxxx
Xxxxxxxxx, ("Xxxxxxxxx"), residing at 000 X. Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx, 00000.
RECITALS
X. Xxxxxxxxx has served as Chairman or President and
Chief Executive Officer of Holland America Line-
Westours Inc. ("HAL") since January 1989, and has
performed exemplary service during said years.
B. The Companies desire to compensate Xxxxxxxxx for such
exemplary service by way of retirement pay.
C. The Companies desire to retain Xxxxxxxxx'x consulting
services following such retirement on the terms set
forth in this Agreement.
IN CONSIDERATION of past services as related above and the
consulting services related below, it is agreed as follows:
1. Compensation For Past Services and Consulting
Services
1.1 For a period of fifteen (15) years following the
date of retirement by Xxxxxxxxx from active
services with the Companies (the "Retirement
Date"), the Companies shall pay to Xxxxxxxxx, in
monthly installments of $88,625, an annual
compensation of $1,063,500.
1.2 In the event of Xxxxxxxxx'x death prior to the
Retirement Date, or prior to the fifteenth
anniversary of the Retirement Date, the unpaid
balance of this total compensation ($15,952,500)
shall be paid in full to Xxxxxxxxx'x estate within
30 days of his death. The unpaid balance shall be
its then present value calculated by utilization
of an interest rate of 8.5% per year.
2. Consulting Services
Commencing on the Retirement Date and for a period of fifteen
(15) years, Xxxxxxxxx agrees to perform consulting services for
the Companies in regard to the business operations of HAL upon
the specific written request of the Companies. Such services
shall be provided during normal business hours, on such dates,
for such time and at such locations as shall be agreeable to
Xxxxxxxxx. Such services shall not require more than five (5)
hours in any calendar month, unless expressly consented to by
Xxxxxxxxx, whose consent may be withheld for any reason
whatsoever. The Companies will reimburse Xxxxxxxxx for any out-
of-pocket expenses incurred by him in the performance of said
services.
3. Independent Contractor
Xxxxxxxxx acknowledges that commencing on the
Retirement Date, he will be solely an independent contractor and
consultant. He further acknowledges that he will not consider
himself to be an employee of the Companies, and will not be
entitled to any of the Companies employment rights or benefits.
4. Confidentiality
Xxxxxxxxx will keep in strictest confidence, both
during the term of this Agreement and subsequent to termination
of this Agreement, and will not during the term of this Agreement
or thereafter disclose or divulge to any person, firm or
corporation, or use directly or indirectly, for his own benefit
or the benefit of others, any confidential information of the
Companies, including, without limitation, any trade secrets
respecting the business or affairs of the Companies which he may
acquire or develop in connection with or as a result of the
performance of his services hereunder. In the event of an actual
or threatened breach by Xxxxxxxxx of the provisions of this
paragraph, the Companies shall be entitled to injunctive relief
restraining Xxxxxxxxx from the breach or threatened breach as its
sole remedy. The Companies hereby waive their rights for damages,
whether consequential or otherwise.
5. Enforceable
The provisions of this Agreement shall be enforceable
notwithstanding the existence of any claim or cause of action of
Xxxxxxxxx against the Companies, or the Companies against
Xxxxxxxxx, whether predicated on this Agreement or otherwise.
6. Applicable Law
This Agreement shall be construed in accordance with
the laws of the State of Washington, and venue for any litigation
concerning an alleged breach of this Agreement shall be in King
County, Washington, and the prevailing party shall be entitled to
reasonable attorney's fees and costs incurred.
7. Entire Agreement
This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. A similar
agreement of November 1997 shall become null and void upon the
execution of this Agreement. Any notice to be given under this
Agreement shall be sufficient if it is in writing and is sent by
certified or registered mail to Xxxxxxxxx or to the Companies to
the attention of the President, or otherwise as directed by the
Companies, from time to time, at the addresses as they appear in
the opening paragraph of the Agreement.
8. Waiver
The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver
of any subsequent breach.
IN WITNESS WHEREOF, the Companies and Xxxxxxxxx have duly
executed this agreement as of the day and year first above
written.
CARNIVAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Its: Vice Chairman and COO
HOLLAND AMERICA LINE-
WESTOURS INC.
By: /s/ Xxxxx X. Xxxxxxx
Its: Vice President -
Finance
/s/ Xxxxx Xxxx Xxxxxxxxx
Signature
Xxxxx Xxxx Xxxxxxxxx
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