Exhibit 10.1
RETIREMENT AND CONSULTING AGREEMENT
AGREEMENT made this 28th day of November, 2003 between CARNIVAL CORPORATION,
having its principal place of business at 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxx,
Xxxxxxx 00000, and its wholly owned subsidiaries, Holland America Line Inc.,
Holland America Line N.V., HAL Cruises Limited, Windstar Sail Cruises Limited,
Wind Star Limited, Wind Spirit Limited, Westmark Hotels, Inc., Westmark Hotels
of Canada, Ltd., Westours Motorcoaches, Inc., Evergreen Trails, Inc., Trailway
Tours, Inc., Worldwide Shore Services, Inc., and HAL Properties Limited, having
their principal places of business at 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxx 00000 (collectively, the "Companies") and Xxxxx Xxxx Xxxxxxxxx
("Xxxxxxxxx"), residing at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000.
RECITALS:
X. Xxxxxxxxx has served as Chairman and Chief Executive Officer of Holland
America Line Inc., ("HAL", formerly Holland America Line-Westours, Inc.)
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 $166,577, an annual compensation of $1,998,924.
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 ($29,983,860) 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 employment rights or benefits of the
Companies.
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 2002 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 this 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: Vice Chairman
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Its: /s/ Xxxxxx X. Xxxxx
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/s/ Xxxxx Xxxx Xxxxxxxxx
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Signature
Xxxxx Xxxx Xxxxxxxxx
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Print Full Name
XXXXXXX AMERICA LINE INC. HOLLAND AMERICA LINE N.V.
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
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Its: Vice President-Finance and CFO Its: Authorized Signatory
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HAL PROPERTIES LIMITED HAL CRUISES LIMITED
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
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Its: Authorized Signatory Its: Authorized Signatory
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WINDSTAR SAIL CRUISES LIMITED WIND STAR LIMITED
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
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Its: Authorized Signatory Its: Authorized Signatory
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WIND SPIRIT LIMITED WESTMARK HOTELS, INC.
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
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Its: Authorized Signatory Its: Authorized Signatory
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WESTMARK HOTELS OF CANADA LTD. WESTOURS MOTOR COACHES INC.
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
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Its: Authorized Signatory Its: Authorized Signatory
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EVERGREEN TRAILS, INC. TRAILWAYS TOURS INC.
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
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Its: Authorized Signatory Its: Authorized Signatory
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WORLDWIDE SHORE SERVICES INC.
By: Xxxxx X. Xxxxxxx
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Its: Authorized Signatory
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