8-KMaterial AgreementsExhibits & Filings

CARNIVAL CORP 8-K Report, Material Agreement (Feb 16, 2005)

Filed February 16, 2005For Securities:CCL

Summary

Carnival Corporation & plc (CCL) filed an 8-K on February 16, 2005, detailing a material definitive agreement with Pier Luigi Foschi, an executive officer and board member. Effective from December 1, 2004, the agreement appoints Mr. Foschi as Chairman and Managing Director of Costa Crociere S.p.A. ("Costa"), a subsidiary. This move signifies a significant leadership change within a key operating unit, impacting its strategic direction and operational management. The agreement outlines a comprehensive compensation package for Mr. Foschi, including a substantial base salary, performance-based bonuses tied to net income growth, and additional benefits. It also includes restrictive covenants such as non-competition and non-solicitation clauses, with associated penalties and compensation for compliance. The agreement's auto-renewal structure and termination clauses provide clarity on leadership continuity and potential severance in specific scenarios, including change of control events.

Key Highlights

  • 1Pier Luigi Foschi appointed Chairman and Managing Director of Costa Crociere S.p.A. (Costa).
  • 2Agreement effective December 1, 2004, with initial term of twelve months, subject to automatic renewal.
  • 3Mr. Foschi's compensation includes an annual base salary of Euro 757,000.
  • 4Performance-related annual cash bonus of Euro 669,000, plus additional bonus based on Costa's net income growth (up to 20% compounded annually).
  • 5Agreement includes customary non-competition and non-solicitation provisions, with penalties for non-compliance.
  • 6Mr. Foschi will receive annual non-competition compensation of Euro 115,000.
  • 7Termination clauses detail severance payments in cases of company termination without cause or Mr. Foschi's resignation under specific conditions (e.g., change of control).

Frequently Asked Questions

This 8-K filing announces a material definitive agreement between Carnival Corporation & plc and Pier Luigi Foschi. The agreement formally appoints Mr. Foschi as the Chairman and Managing Director of its subsidiary, Costa Crociere S.p.A., and outlines his compensation and employment terms.

Mr. Foschi is set to receive an annual base salary of Euro 757,000. Additionally, he is eligible for a performance-related annual cash bonus of Euro 669,000, and further bonuses contingent on Costa's year-over-year net income growth, capped at 20% compounded annually. He also receives benefits like a company car, accommodation, and insurance.

The agreement includes non-competition and non-solicitation clauses valid during and for three years after employment, with associated penalties for breaches. The contract renews automatically unless notice is given. In case of termination by the company without cause, or if Mr. Foschi resigns under specific conditions like a change of control at Costa, he is entitled to a termination payment equivalent to his base salary, previous year's bonus, and non-competition compensation.

While the filing focuses on the leadership appointment and terms for Mr. Foschi at Costa Crociere, placing a key executive in such a significant role within a major subsidiary suggests a commitment to strengthening its management and potentially pursuing growth or operational enhancements within the European cruise market segment served by Costa.