SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Norwegian Cruise Line Holdings Ltd. – ‘10-K’ for 12/31/15 – ‘EX-10.62’

On:  Monday, 2/29/16, at 5:08pm ET   ·   For:  12/31/15   ·   Accession #:  1571049-16-12414   ·   File #:  1-35784

Previous ‘10-K’:  ‘10-K’ on 2/27/15 for 12/31/14   ·   Next:  ‘10-K’ on 2/27/17 for 12/31/16   ·   Latest:  ‘10-K’ on 2/28/24 for 12/31/23   ·   10 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/16  Norwegian Cruise Line Holdin… Ltd 10-K       12/31/15  124:11M                                    Toppan Vite NY Inc./FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    944K 
 3: EX-10.33    Material Contract                                   HTML    717K 
 4: EX-10.35    Material Contract                                   HTML    715K 
 5: EX-10.49    Material Contract                                   HTML    145K 
 2: EX-10.5     Material Contract                                   HTML     81K 
 6: EX-10.61    Material Contract                                   HTML     50K 
 7: EX-10.62    Material Contract                                   HTML     49K 
 8: EX-21.1     Subsidiaries List                                   HTML     46K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     35K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
19: R1          Document and Entity Information                     HTML     66K 
20: R2          Consolidated Statements of Operations               HTML    112K 
21: R3          Consolidated Statements of Comprehensive Income     HTML     65K 
22: R4          Consolidated Balance Sheets                         HTML    115K 
23: R5          Consolidated Balance Sheets (Parentheticals)        HTML     49K 
24: R6          Consolidated Statements of Cash Flows               HTML    125K 
25: R7          Consolidated Statements of Changes in               HTML     88K 
                Shareholders' Equity                                             
26: R8          Description of Business and Organization            HTML     48K 
27: R9          Summary of Significant Accounting Policies          HTML     95K 
28: R10         Goodwill and Intangible Assets                      HTML     63K 
29: R11         The Acquisition of Prestige                         HTML     68K 
30: R12         Accumulated Other Comprehensive Income (Loss)       HTML     64K 
31: R13         Property and Equipment, Net                         HTML     48K 
32: R14         Long-Term Debt                                      HTML     80K 
33: R15         Related Party Disclosures                           HTML     50K 
34: R16         Fair Value Measurements and Derivatives             HTML    135K 
35: R17         Employee Benefits and Share Option Plans            HTML    155K 
36: R18         Income Taxes                                        HTML     87K 
37: R19         Commitments and Contingencies                       HTML     62K 
38: R20         Restructuring Costs                                 HTML     43K 
39: R21         Concentration Risk                                  HTML     41K 
40: R22         Supplemental Cash Flow Information                  HTML     42K 
41: R23         Revisions to the Consolidated Statement of Cash     HTML     42K 
                Flows                                                            
42: R24         Subsequent Events                                   HTML     39K 
43: R25         Quarterly Selected Financial Data                   HTML     59K 
44: R26         Summary of Significant Accounting Policies          HTML    149K 
                (Policies)                                                       
45: R27         Summary of Significant Accounting Policies          HTML     49K 
                (Tables)                                                         
46: R28         Goodwill and Intangible Assets (Tables)             HTML     61K 
47: R29         The Acquisition of Prestige (Tables)                HTML     57K 
48: R30         Accumulated Other Comprehensive Income (Loss)       HTML     60K 
                (Tables)                                                         
49: R31         Property and Equipment (Tables)                     HTML     43K 
50: R32         Long-Term Debt (Tables)                             HTML     75K 
51: R33         Related Party Disclosures (Tables)                  HTML     43K 
52: R34         Fair Value Measurements and Derivatives (Tables)    HTML    127K 
53: R35         Employee Benefits and Share Option Plans (Tables)   HTML    124K 
54: R36         Income Taxes (Tables)                               HTML     82K 
55: R37         Commitments and Contingencies (Tables)              HTML     49K 
56: R38         Restructuring Costs (Tables)                        HTML     41K 
57: R39         Quarterly Selected Financial Data (Tables)          HTML     57K 
58: R40         Description of Business and Organization (Detail    HTML     76K 
                Textuals)                                                        
59: R41         Summary of Significant Accounting Policies -        HTML     65K 
                Reconciliation between Basic and Diluted Earnings                
                Per Share (Details)                                              
60: R42         Summary of Significant Accounting Policies -        HTML     50K 
                Estimated Useful Lives of Assets (Details 1)                     
61: R43         Summary of Significant Accounting Policies (Detail  HTML     79K 
                Textuals)                                                        
62: R44         Goodwill and Intangible Assets - Gross carrying     HTML     59K 
                amounts included in goodwill and intangible assets               
                related to accumulated amortization and weighted                 
                average amortization periods (Details)                           
63: R45         Goodwill and Intangible Assets - Aggregate          HTML     39K 
                amortization expense (Details 1)                                 
64: R46         Goodwill and Intangible Assets - Estimated          HTML     48K 
                aggregate amortization expense (Details 2)                       
65: R47         Goodwill and Intangible Assets (Detail Textuals)    HTML     43K 
66: R48         The Acquisition of Prestige - Purchase price        HTML     72K 
                allocation (Details)                                             
67: R49         The Acquisition of Prestige - Purchase price        HTML     41K 
                allocation (Parentheticals) (Details)                            
68: R50         The Acquisition of Prestige - Goodwill and          HTML     50K 
                intangible assets acquired (Details 1)                           
69: R51         The Acquisition of Prestige - Goodwill and          HTML     43K 
                intangible assets acquired (Parentheticals)                      
                (Details 1)                                                      
70: R52         The Acquisition of Prestige - Pro forma Financial   HTML     48K 
                Information (Details 2)                                          
71: R53         The Acquisition of Prestige - Change in fair value  HTML     41K 
                of contingent consideration liability (Details 3)                
72: R54         The Acquisition of Prestige (Detail Textuals)       HTML     95K 
73: R55         Accumulated Other Comprehensive Income (Loss)       HTML     57K 
                (Details)                                                        
74: R56         Accumulated Other Comprehensive Income (Loss)       HTML     40K 
                (Parentheticals) (Details)                                       
75: R57         Property and Equipment, Net (Details)               HTML     53K 
76: R58         Property and Equipment, Net (Detail Textuals)       HTML     44K 
77: R59         Long-Term Debt - Summary of Long-term debt          HTML    119K 
                (Details)                                                        
78: R60         Long-Term Debt - Summary of Long-term debt          HTML     94K 
                (Parentheticals) (Details)                                       
79: R61         Long-Term Debt - Due to the adoption of ASU No.     HTML     44K 
                2015-03 (Details 1)                                              
80: R62         Long-Term Debt - Summary of scheduled principal     HTML     50K 
                repayments on long-term debt including capital                   
                lease obligations (Details 2)                                    
81: R63         Long-Term Debt (Detail Textuals)                    HTML     96K 
82: R64         Related Party Disclosures - Ownership percentages   HTML     51K 
                of NCLH's ordinary shares (Details)                              
83: R65         Related Party Disclosures (Detail Textuals)         HTML     90K 
84: R66         Fair Value Measurements and Derivatives -           HTML     68K 
                Derivatives measured at fair value and disclosed                 
                by balance sheet location (Details)                              
85: R67         Fair Value Measurements and Derivatives - Amounts   HTML     73K 
                recognized within assets and liabilities based on                
                right of offset (Details 1)                                      
86: R68         Fair Value Measurements and Derivatives - Effects   HTML     48K 
                of derivatives designated as cash flow hedges                    
                (Details 2)                                                      
87: R69         Fair Value Measurements and Derivatives - Effects   HTML     44K 
                of fuel swaps dedesignated and recognized into                   
                earnings (Details 3)                                             
88: R70         Fair Value Measurements and Derivatives - Efects    HTML     48K 
                of fuel collars designated as cash flow hedges                   
                (Details 4)                                                      
89: R71         Fair Value Measurements and Derivatives - Effects   HTML     42K 
                of fuel options which were not designated as                     
                hedging instruments (Details 5)                                  
90: R72         Fair Value Measurements and Derivatives - Effects   HTML     49K 
                of foreign currency options designated as cash                   
                flow hedges (Details 6)                                          
91: R73         Fair Value Measurements and Derivatives - Effects   HTML     49K 
                of foreign currency forward contracts designated                 
                as cash flow hedges (Details 7)                                  
92: R74         Fair Value Measurements and Derivatives - Effects   HTML     42K 
                of foreign currency forward which were not                       
                designated as hedging instruments (Details 8)                    
93: R75         Fair Value Measurements and Derivatives - Effects   HTML     45K 
                of foreign currency collar designated as cash flow               
                hedges (Details 9)                                               
94: R76         Fair Value Measurements and Derivatives - Effects   HTML     42K 
                of foreign currency collar which were not                        
                designated as hedging instruments (Details 10)                   
95: R77         Fair Value Measurements and Derivatives - Effects   HTML     49K 
                of interest rates swaps designated as cash flow                  
                hedges (Details 11)                                              
96: R78         Fair Value Measurements and Derivatives - Effects   HTML     42K 
                of interest rate swaps which were not designated                 
                as hedging instruments (Details 12)                              
97: R79         Fair Value Measurements and Derivatives (Detail     HTML     62K 
                Textuals)                                                        
98: R80         Employee Benefits and Share Option Plans - Fair     HTML     75K 
                value assumptions of Share Option Awards (Details)               
99: R81         Employee Benefits and Share Option Plans - Summary  HTML    105K 
                of Share Option Awards (Details 1)                               
100: R82         Employee Benefits and Share Option Plans - Summary  HTML     68K  
                of Restricted Share Activity (Details 2)                         
101: R83         Employee Benefits and Share Option Plans - Fair     HTML     48K  
                value assumptions of RSUs (Details 3)                            
102: R84         Employee Benefits and Share Option Plans - Summary  HTML     68K  
                of RSUs activity (Details 4)                                     
103: R85         Employee Benefits and Share Option Plans - Amounts  HTML     78K  
                Related to Shipboard Retirement Plan (Details 5)                 
104: R86         Employee Benefits and Share Option Plans - Pension  HTML     50K  
                Benefits Expected to be Paid (Details 6)                         
105: R87         Employee Benefits and Share Option Plans - (Detail  HTML    220K  
                Textuals)                                                        
106: R88         Income Taxes - Components of net income before      HTML     44K  
                income taxes (Details)                                           
107: R89         Income Taxes - Components of provision for income   HTML     66K  
                taxes (Details 1)                                                
108: R90         Income Taxes - Reconciliation of income tax         HTML     62K  
                expense computed by applying our Bermuda statutory               
                rate and reported income tax expense (Details 2)                 
109: R91         Income Taxes - Deferred tax assets and liabilities  HTML     59K  
                (Details 3)                                                      
110: R92         Income Taxes - Reconciliation of total amounts of   HTML     51K  
                unrecognized tax benefits (Details 4)                            
111: R93         Income Taxes (Detail Textuals)                      HTML     60K  
112: R94         Commitments and Contingencies - Minimum Annual      HTML     55K  
                Rentals for Non-Cancelable Operating Leases                      
                (Details)                                                        
113: R95         Commitments and Contingencies - Minimum Annual      HTML     52K  
                Payments for Non-Cancelable Ship Construction                    
                Contracts (Details 1)                                            
114: R96         Commitments and Contingencies - Future Commitments  HTML     52K  
                to Pay for Usage of Port Facilities (Details 2)                  
115: R97         Commitments and Contingencies (Detail Textuals)     HTML     69K  
116: R98         Restructuring Costs (Details)                       HTML     44K  
117: R99         Restructuring Costs (Detail Textuals)               HTML     44K  
118: R100        Concentration Risk (Detail Textuals)                HTML     37K  
119: R101        Supplemental Cash Flow Information (Detail          HTML     50K  
                Textuals)                                                        
120: R102        Revisions to the Consolidated Statement of Cash     HTML     43K  
                Flows (Details)                                                  
121: R103        Quarterly Selected Financial Data (Details)         HTML     57K  
123: XML         IDEA XML File -- Filing Summary                      XML    229K  
122: EXCEL       IDEA Workbook of Financial Reports                  XLSX    132K  
13: EX-101.INS  XBRL Instance -- nclh-20151231                       XML   2.54M 
15: EX-101.CAL  XBRL Calculations -- nclh-20151231_cal               XML    237K 
16: EX-101.DEF  XBRL Definitions -- nclh-20151231_def                XML   1.08M 
17: EX-101.LAB  XBRL Labels -- nclh-20151231_lab                     XML   1.87M 
18: EX-101.PRE  XBRL Presentations -- nclh-20151231_pre              XML   1.56M 
14: EX-101.SCH  XBRL Schema -- nclh-20151231                         XSD    267K 
124: ZIP         XBRL Zipped Folder -- 0001571049-16-012414-xbrl      Zip    227K  


‘EX-10.62’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.62

 

NORWEGIAN CRUISE LINE HOLDINGS LTD.

2013 PERFORMANCE INCENTIVE PLAN

RESTRICTED SHARE UNIT AWARD AGREEMENT

 

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_________] (the “Award Date”) by and between Norwegian Cruise Line Holdings Ltd. (the “Company”) and [_________] (the “Director”).

 

W I T N E S S E T H

 

WHEREAS, pursuant to the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “Plan”), the Company hereby grants to the Director, effective as of the Award Date, a credit of restricted share units under the Plan (the “Award”), upon the terms and conditions set forth herein and in the Plan.

 

NOW THEREFORE, in consideration of services rendered and to be rendered by the Director, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

 

1.     Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

 

2.     Grant. Subject to the terms of this Agreement, the Company hereby grants to the Director an Award with respect to an aggregate of [_________] restricted share units (subject to adjustment as provided in Section 7.1 of the Plan) (the “Restricted Share Units”). As used herein, the term “share unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Ordinary Share of the Company (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Restricted Share Units shall be used solely as a device for the determination of the payment to eventually be made to the Director if such Restricted Share Units vest pursuant to Section 3. The Restricted Share Units shall not be treated as property or as a trust fund of any kind.

 

3.     Vesting. Subject to Section 8 below, the Award shall vest and become nonforfeitable with respect to [one hundred percent (100%) of the total number of Restricted Share Units (subject to adjustment under Section 7.1 of the Plan) on the first business day of the calendar year following the calendar year in which the Award Date occurs].

 

4.     Continuance of Service. The vesting schedule requires continued service through the applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement. Service for only a portion of the vesting period, even if a substantial portion, will not entitle the Director to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of services as provided in Section 8 below or under the Plan.

 

 C: 
  C: 1 

 

5.     Dividend and Voting Rights.

 

(a)      Limitations on Rights Associated with Units. The Director shall have no rights as a shareholder of the Company, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Restricted Share Units and any Ordinary Shares underlying or issuable in respect of such Restricted Share Units until such Ordinary Shares are actually issued to and held of record by the Director. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of such Ordinary Shares underlying or issuable in respect of such Restricted Share Units.

 

(b)      Dividend Equivalent Rights Distributions. As of any date that the Company pays an ordinary cash dividend on its Ordinary Shares, the Company shall credit the Director with an additional number of Restricted Share Units equal to (i) the per share cash dividend paid by the Company on its Ordinary Shares on such date, multiplied by (ii) the total number of Restricted Share Units (including any dividend equivalents previously credited hereunder) (with such total number adjusted pursuant to Section 7.1 of the Plan) subject to the Award as of the related dividend payment record date, divided by (iii) the fair market value of an Ordinary Share on the date of payment of such dividend. Any Restricted Share Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Restricted Share Units to which they relate. No crediting of Restricted Share Units shall be made pursuant to this Section 5(b) with respect to any Restricted Share Units which, as of such record date, have either been paid pursuant to Section 7 or terminated pursuant to Section 8.

 

6.     Restrictions on Transfer. Neither the Award, nor any interest therein or amount or shares payable in respect thereof (until such shares underlying the Award have been issued) may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Company, or (b) transfers by will or the laws of descent and distribution.

 

7.     Timing and Manner of Payment of Share Units. On or as soon as administratively practical following the vesting of the applicable portion of the total Award pursuant to Section 3 hereof or Section 7 of the Plan (and in all events not later than two and one-half months after the applicable vesting date), the Company shall deliver to the Director a number of Ordinary Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its discretion) equal to the number of Restricted Share Units subject to this Award that vest on the applicable vesting date. The Director shall have no further rights with respect to any Restricted Share Units that are paid or that terminate pursuant to Section 8.

 

8.     Effect of Termination of Service. The Director’s Restricted Share Units shall terminate and be forfeited to the extent such units have not become vested prior to the first date the Director is no longer in service to the Company or one of its Subsidiaries, regardless of the reason. If any unvested Restricted Share Units are terminated hereunder, such Restricted Share Units shall automatically terminate and be forfeited as of the applicable termination date without payment of any consideration by the Company and without any other action by the Director, or the Director’s beneficiary or personal representative, as the case may be.

 

 C: 
 2 

 

9.     Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Company’s shares contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such Share), the Administrator shall make adjustments in accordance with such section in the number of Restricted Share Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

 

10.    Plan. The Award and all rights of the Director under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Director agrees to be bound by the terms of the Plan and this Agreement.

 

11.    Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Director hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

 

12.    Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

 

13.    Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

 

14.    Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Bermuda without regard to conflict of law principles thereunder.

 

15.    Section 409A and 457A. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A or 457A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

 

16.    No Advice Regarding Grant. The Director is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Director may determine is needed or appropriate with respect to the Restricted Share Units (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award).

 

[Remainder of page intentionally left blank]

 

 C: 
 3 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Director has hereunto set his or her hand as of the date and year first above written.

 

NORWEGIAN CRUISE LINE HOLDINGS LTD.,   DIRECTOR
a Bermuda Company    
     
By:       Signature
         
Print Name:      
     
Its:       Print Name

 

 C: 
 4 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/29/16None on these Dates
For Period end:12/31/15
 List all Filings 


10 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  NCL Corp. Ltd.                    10-K       12/31/23  154:38M                                    Toppan Merrill Bridge/FA
 2/28/24  Norwegian Cruise Line Holdin… Ltd 10-K       12/31/23  159:38M                                    Toppan Merrill Bridge/FA
 2/28/23  NCL Corp. Ltd.                    10-K       12/31/22  106:15M                                    Toppan Merrill Bridge/FA
 2/28/23  Norwegian Cruise Line Holdin… Ltd 10-K       12/31/22  109:15M                                    Toppan Merrill Bridge/FA
 3/01/22  NCL Corp. Ltd.                    10-K       12/31/21  112:17M                                    Toppan Merrill Bridge/FA
 3/01/22  Norwegian Cruise Line Holdin… Ltd 10-K       12/31/21  132:28M                                    Toppan Merrill Bridge/FA
 2/26/21  NCL Corp. Ltd.                    10-K       12/31/20  110:16M                                    Toppan Merrill Bridge/FA
 2/26/21  Norwegian Cruise Line Holdin… Ltd 10-K       12/31/20  111:16M                                    Toppan Merrill Bridge/FA
 4/07/16  SEC                               UPLOAD10/06/17    1:35K  Norwegian Cruise Line Holdin… Ltd
 3/30/16  SEC                               UPLOAD10/06/17    1:154K Norwegian Cruise Line Holdin… Ltd
Top
Filing Submission 0001571049-16-012414   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Wed., May 8, 6:45:37.2pm ET