EX-10 21 ex10_26rsu05.htm EX-10.26 RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.26

 

ROYAL CARIBBEAN CRUISES LTD.

2000 STOCK AWARD PLAN

RESTRICTED STOCK UNIT AGREEMENT

 

PARTICIPANT:

DATE OF GRANT:

NUMBER OF RESTRICTED STOCK UNITS GRANTED:

 

This Restricted Stock Unit Agreement (the “Agreement”) is dated as of __________and is entered into between Royal Caribbean Cruises Ltd., (the “Company”, “we”, “our” or “us”), and _______________ (the “Participant”, “you” or “yours”).

This Agreement is pursuant to the provisions of the Royal Caribbean Cruises Ltd. 2000 Stock Award Plan (the “Plan”) with respect to the number of Restricted Stock Units (“Units”) specified above. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan. This Agreement consists of this document and the Plan. The obligation of the Company pursuant to this Agreement is that of an unfunded and unsecured pledge to transfer to you, as of the Vesting Date, legal title and ownership of Shares of Common Stock of the Company (the “Shares”).

You and the Company agree as follows:

Application of Plan; Administration

This Agreement and your rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is expressly understood that the Committee that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon you to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

Vesting

Until and unless the Vesting Dates described below occur, the Units remain subject to forfeiture upon your ceasing to be employed by the Company and any Affiliate, unless otherwise specified in the Plan. Once the Vesting Dates occur, the Units will become Vested Units, in the respective percentage amounts set forth opposite the following Vesting Dates, and will no longer be subject to forfeiture:

Cumulative

Vesting Dates                   Percentage Vested   

 

 

 

 

Rights as Shareholder

You will not be entitled to any privileges of ownership of Shares of Stock of the Company underlying your Units unless and until the Shares actually vest.

Settlement of Units

(a)   Time of Settlement. This agreement will be settled by the delivery to you, of one Share for each Vested Unit as of the Vesting Date.

(b)  Termination Prior to Vesting Date. Unless otherwise specified in the Plan, if you cease to be an employee of the Company and any Affiliate prior to the Vesting Date, you will forfeit all non-Vested Units.

(c)   Issuance of Shares. Shares due and payable to you under the terms of this Agreement shall be issued as of the Vesting Date.

Transferability

Your Units are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of your Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Units, other than as so permitted, shall be void.

 

 

PARTICIPANT:

 

 

 

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DATE OF GRANT:

NUMBER OF RESTRICTED STOCK UNITS GRANTED:

 

Taxes

(a)   FICA/Medicare Taxes. You will be subject to FICA/Medicare tax on the date or dates your Units become Vested Units under the Vesting provisions described above, based on the Fair Market Value of the Shares underlying the Units that vest.

(b)  U.S. Federal Income Taxes. You will be subject to U.S. federal income tax on the date or dates your Units become Vested Units, based on the Fair Market Value of Shares underlying the Units that vest.

(c)   Tax Consequences for Non-U.S. Residents. Participants who are neither citizens nor resident aliens of the U.S. should consult with their financial/tax advisor regarding both the U.S. and non-U.S. tax consequences of the receipt of this award and subsequent settlement/receipt of Shares.

(d)  You will be solely responsible for the payment of all such taxes, as well as for any other state, local or non-U.S. taxes that may be related to your receipt of the Units and/or Shares.

Miscellaneous

(a)        This Agreement shall not confer upon you any right to continue as an employee of the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company’s or Affiliate’s right to terminate your employment at any time.

(b)        Subject to the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect your rights under this Agreement without your consent.

(c)        This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required.

(d)        To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

Signatures

By the signatures below, the Participant and the authorized representative of the Company acknowledge agreement to this Restricted Stock Unit Agreement as of the Grant Date specified above.

 

Royal Caribbean Cruises Ltd.                                                                 Participant:

 

 

By: _____________________________                          ____________________________________

Name & Title