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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 |
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 - 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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
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.
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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.
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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).
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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 |
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This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/29/16 | None on these Dates | ||
For Period end: | 12/31/15 | |||
List all Filings |
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 UPLOAD¶ 10/06/17 1:35K Norwegian Cruise Line Holdin… Ltd 3/30/16 SEC UPLOAD¶ 10/06/17 1:154K Norwegian Cruise Line Holdin… Ltd |