Exhibit 10.49
CARNIVAL
CORPORATION & PLC
STRICTLY PRIVATE & CONFIDENTIAL
ADDRESSEE ONLY
August 19, 2004
Uzi Zucker
383 Madison Avenue
40th Floor
New York, NY
Dear Uzi,
I am pleased to confirm your re-appointment (the "Appointment") as a director of
each of Carnival Corporation and Carnival plc (collectively, the "Companies").
The terms of the Appointment are set forth below. The Appointment is subject to
applicable law and the provisions of the Certificates of Incorporation/Articles
of Association ("Articles") and bylaws ("Bylaws") of each of the Companies as in
effect on the date hereof.
1. Term of Appointment
1.1 The Appointment shall terminate after your resignation, removal,
disqualification or death as set forth in the Articles and/or Bylaws of
each Company. It is understood that your Appointment will terminate
immediately without any entitlement to further compensation if, among
other things, you are not, re-elected at the annual general meetings of
shareholders of the Companies; or are required to vacate office for any
reason pursuant to any of the provisions of the Articles; or are removed
as a director or otherwise required to vacate office under any applicable
law.
1.2 Upon the termination of the Appointment, you shall (a) cease to be a
director of each Company, (b) cease to have any entitlement to
compensation other than compensation accrued and unpaid on the date of
termination, and (c) deliver to an authorized representative of the
Companies all correspondence, documents (including, without limitation,
board minutes and board papers), copies thereof or other property of each
Company, and of each of their subsidiaries and affiliates (collectively,
the "Group") made or received by you in the course of your directorship
(whether before or after the date of this letter).
1.3 You will at the request of either Company immediately resign (in writing)
from the office of director of both Companies and any other office with a
Group company and you irrevocably authorize the Companies as your attorney
in your name and on your behalf to sign all documents and do all things
necessary to give effect to this.
2. Duties and Fees
2.1 You shall carry out such duties as set forth in the Articles and Bylaws
and as otherwise agreed to by the Boards (the "Duties"). You shall have
all the usual Duties
of a director under applicable law. In carrying out the Duties, you shall
have particular regard to your role as a director in light of the Listing
Rules, Combined Code from time to time in effect in England and to similar
rules, regulations and laws in the United States.
2.2 You are expected to attend all meetings of the Boards of Directors and
committees upon which you serve, as well as the annual general meetings of
shareholders. In addition, you are expected to devote appropriate
preparation time ahead of each meeting. You have been provided with the
calendar of Board meetings for the remainder of 2004 and 2005, including
the location of each meeting. By accepting this appointment, you have
confirmed that you are able to allocate sufficient time to attend the
meetings and otherwise meet the expectations of your role. The agreement
of the Chairman and the Presiding Director should be sought (which will
not be unreasonably withheld) before accepting additional directorships
that might affect the time you are able to devote to your role as a
non-executive director of the Companies.
2.3 You will be entitled to a fee for your services as a director of the
Companies of $40,000 per annum. You will receive an additional fee of
$2,500 per annum ($5,000 for the audit committees) for service on a
committee of the Boards of the Companies (it being understood that the
parallel committees of the Companies will be deemed to be one committee
for these purposes). If you act as chairperson of a committee of the
Boards, you will be entitled to an additional fee of $5,000 per annum
($10,000 for the audit committees). In addition, attendance fees for
meetings of the Boards and committees will also be paid ranging from
$1,000 to $5,000 per meeting. A compensation table which sets forth all
such fees is annexed to this letter for your reference
2.4 You will be reimbursed for reasonable expenses incurred in the performance
of the Duties in accordance with the Non-Executive Board of Directors
Travel Expense Reimbursement Policy, a copy of which is attached hereto.
The Company may request receipts or other evidence of expenditure prior to
any reimbursement pursuant to this clause 2.4.
2.5 The compensation and reimbursement arrangements set forth in clauses 2.3
and 2.4 hereof are subject to change as determined by the Boards from time
to time.
3. Confidential Information
3.1 You agree that, during the continuance of the Appointment or afterwards
(unless authorised to do so by the Boards or by a court of competent
jurisdiction), you will not use for your own or another's benefit or
disclose or permit the disclosure of any confidential information of any
member of the Group which you have obtained by virtue of the Appointment
or your employment by the Companies or in respect of which the Companies
are bound by an obligation of confidence to a third party. Confidential
information shall include, without limitation, lists or details of
customers, information relating to the working of any product, process,
invention, improvement or development carried on or used by any member of
the Group, information relating to research projects, know-how, prices,
discounts, mark-ups, future business strategy, marketing, tenders, any
price sensitive information and information concerning the intellectual
property portfolio and strategy of the Companies.
3.2 The restrictions contained in this clause shall cease to apply to any
confidential information which may (other than by reason of your breach of
these terms) become
available to the public generally, but any such use will be subject to any
restrictive covenants to which you are a party.
4. Indemnity
In the event that you (or your heirs, executors or administrators) are
made a party or are threatened to be made a party to or witness in any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that you are or were a director of either Company, Carnival Corporation
shall (i) indemnify you against all expenses of any kind whatsoever
(including attorneys' fees and expenses to enforce this indemnity),
judgments, fines and amounts paid in settlement actually incurred by you
in connection with such action, suit or proceeding and (ii) pay or advance
to you in advance of final disposition of such action, suit or proceeding,
within 20 days of the submission of an invoice therefore, all such
expenses incurred in connection therewith, in each case of (i) and (ii) to
the fullest extent and in the manner set forth in and permitted by the
General Corporation Law of the Republic of Panama and any other applicable
law, as from time to time in effect. Such right of indemnification and
advancement of expenses shall not be deemed exclusive of any other rights
to which you may be entitled apart from the foregoing provisions. The
provisions of this Section 4, and Section 5 below, shall survive the
termination of the letter and shall continue to be binding on Carnival
Corporation until the later of (a) six years after the date that you cease
to serve as a director of either Company and (b) the final termination of
all proceedings pending or threatened on the sixth anniversary of your
termination of service to which you are entitled to indemnification
hereunder.
5. Insurance
To the extent possible, Carnival Corporation will maintain appropriate
directors' and officers' liability insurance for your benefit in an amount
which is not less than the current coverage as of the date of this letter
for directors of each Company in respect of events occurring in respect of
your service as a director of each Company or its subsidiaries, unless
Carnival Corporation in good faith determines (and so notifies you
reasonably in advance) that such insurance is not reasonably available or
that the premiums therefore are disproportionate to the benefits. To the
extent practicable, such insurance would name you separately as an insured
(Side A Coverage).
6. Code of Business Conduct and Ethics
You agree to observe the provisions of the Company's code of business
conduct and ethics.
7. Miscellaneous
7.1 Nothing in this letter shall create the relationship of employee and
employer between you and the Companies.
7.2 The agreement contained in this letter shall be governed by, and construed
in accordance with, to the extent it relates to your service as a director
of Carnival Corporation to Florida law and, to the extent it relates to
your service as a director of Carnival plc, to English law. Any legal
action in connection herewith may be brought in the Federal or State
Courts located in Miami-Dade County, Florida or, if you are not a resident
of the United States, the courts sitting in London England, and the
parties submit to the jurisdiction of such courts.
7.3 This appointment letter may be executed in one or more counterparts, each
of which will be deemed to be an original copy of this appointment letter,
and all of which, when taken together, shall be deemed to constitute one
and the same agreement.
8. Entire Agreement
This appointment letter represents the entire understanding, and
constitutes the whole agreement, in relation to the Appointment and
supersedes any previous agreement between yourself and the Companies with
respect thereto except for any additional separate indemnity agreement
entered into between you and the Companies.
Kindly confirm your agreement to the terms set out above by signing the enclosed
copy of this letter. Please return the copy to me at the above address.
CARNIVAL CORPORATION
CARNIVAL PLC
By: /s/ Howard S. Frank
-----------------------
Name: Howard S. Frank
Title: Vice-Chairman
AGREED AND ACCEPTED BY:
/s/ Uzi Zucker
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Uzi Zucker
ANNEX
Board Audit Committee Other Committees
Member
Chair Member Chair Member
Annual Retainer $40,000 $10,000 $ 5,000 $ 5,000 $ 2,500
Attendance Fee
Attendance Fee
Meeting in Person 5,000 2,500 2,500 2,000 2,000
By Phone 2,000 1,000 1,000 1,000 1,000
CARNIVAL CORPORATION & PLC
Non-Executive Board of Directors
Travel Expense Reimbursement Policy
As of June 2003
Air Travel
As a non-executive Board member you are entitled to first class service travel
for both domestic and international Air travel.
Hotel Accommodations
Deluxe hotel room accommodation should be used when traveling on Board related
business.
Other Expenses
Other expenses include the following:
o Meals
o Ground Transportation (taxi, rental car).
o Telephone
To qualify as a business deduction expenses should be ordinary and necessary and
based on factors surrounding the business trip such as the urgency, length of
trip, costs of available choices and business requirements. Reimbursements will
be for actual costs incurred and must be submitted for reimbursement on an
Expense Reimbursement Form.
Spousal Travel
In certain circumstances, the presence of a spouse may constitute a necessary
expense of the Company (i.e., included as an invitee to a special company
event/meeting). In these cases, the Company will reimburse you for travel
expenses incurred by your spouse.
Administrative Requirements:
o Expense Reimbursement Forms and Your Expense Reimbursement Coordinator
The Company will reimburse ordinary and necessary actual expenses incurred
in the performance of assigned duties and approved according to these
practices. To be reimbursed, the following form(s) are required to be
completed:
o Expense Reimbursement Form - Used for Air, Hotel, Meals and other.
The Business Purpose of the Trip should be entered in the applicable
section of the form entitled "Business Purpose of Trip..." along
with the date the expense was incurred.
o Wire Transfer (Sign-up) Form - (see Wire Transfer section below)
To assist you with the following expense related items, you have been
provided with an "Expense Reimbursement Coordinator" (ERC) (Maria Leon,
Legal Assistant and Board of Director's Coordinator) who can be contacted
by tel. at (305) 599-2600 ext. 18035 or by e-mail at mleon@carnival.com.
o Provide expense reimbursement forms
o Collect, review and track your reimbursement forms and coordinate
reimbursement
o Provide any required travel assistance
o Wire Transfers
Wire transfers are the preferred method of reimbursement for all cash
outlays and mileage reimbursements. In order to be reimbursed in this
manner you must submit your preferred banking information to the ERC using
the Wire Transfer (Sign Up) Form. The form will be provided to you via
e-mail/fax by the ERC upon request. If you change bank accounts, you must
inform your ERC and fill out a new form with the new information and
marking it "CHANGE". If you do not fill out this form, your expenses will
be disbursed in the form of a Company check, which will be mailed to you.
o Receipts (supporting documents)
Expense reports must be accompanied by receipts for expenditures of $75 or more.
For overseas travel, the company can reclaim the VAT (value added taxes) if
original itemized receipts are provided with your expense report. If possible,
meal receipts should be submitted in an itemized form showing the VAT broken out
and the VAT registered number for the vendor. The VAT in the British Isles is
17.5%. This makes your effort to obtain an original hotel bill in the name of
Carnival a worthwhile one.
o Review and Approval
Expense reimbursement forms and the related supporting documentation
should be submitted to the ERC within 60 days of the incurred date. Your
account will be credited within 30 days from the date of submission.