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0000884887-04-000008.txt : 20040503
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20040430174711
ACCESSION NUMBER: 0000884887-04-000008
CONFORMED SUBMISSION TYPE: 6-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20040430
FILED AS OF DATE: 20040503
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ROYAL CARIBBEAN CRUISES LTD
CENTRAL INDEX KEY: 0000884887
STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400]
IRS NUMBER: 980081645
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 6-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11884
FILM NUMBER: 04771088
BUSINESS ADDRESS:
STREET 1: 1050 CARIBBEAN WAY
CITY: MIAMI
STATE: FL
ZIP: 33132
BUSINESS PHONE: 3055396000
MAIL ADDRESS:
STREET 1: 1050 CARIBBEAN WAY
CITY: MIAMI
STATE: FL
ZIP: 33132
FORMER COMPANY:
FORMER CONFORMED NAME: RA HOLDINGS INC
DATE OF NAME CHANGE: 19920424
6-K
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rcclproxy.htm
PROXY STATEMENT
FORM 6-K
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULES 13a-16
OR 15d-16 OF
THE SECURITIES
EXCHANGE ACT OF 1934
For the month of April, 2004
ROYAL CARIBBEAN
CRUISES LTD.
1050 Caribbean Way,
Miami, Florida 33132
(Address of principal executive
offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F |X|
Form 40-F |_|
Indicate
by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_|
No |X|
[If "Yes" is marked indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b):82-______.]
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The following documents are being furnished by Royal Caribbean Cruises Ltd.
pursuant to this Report on Form 6-K:
Document No. 1
Notice dated April 22, 2004 of Annual Meeting of Shareholders of Royal Caribbean
Cruises Ltd. and accompanying Proxy Statement.
Document No. 2
Proxy
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
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ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
/S/ MICHAEL J. SMITH
Michael J. Smith Vice President |
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ROYAL CARIBBEAN CRUISES LTD.
1050 Caribbean Way
Miami, Florida 33132 |
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Notice of Annual Meeting of Shareholders
To Be Held May 25, 2004
To the Shareholders of
ROYAL CARIBBEAN CRUISES LTD.
Notice is hereby given that the Annual Meeting of
Shareholders of Royal Caribbean Cruises Ltd. (the
Company) will be held at 9:00 A.M. on Tuesday,
May 25, 2004 at the Hyatt Regency, 400 SE 2nd Avenue,
Miami, Florida.
The Annual Meeting will be held for the following purposes:
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1. |
To elect four directors to the Companys Board of Directors;
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2. |
To approve the amended and restated 2000 Stock Award Plan;
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3. |
To ratify the selection of independent certified public accountants; and
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4. |
To transact such other business as may properly come before the meeting and any adjournment thereof.
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The Board of Directors has fixed the close of
business on March 26, 2004 as the record date for the
determination of shareholders entitled to notice of and to vote
at the meeting or any adjournment thereof.
All shareholders are cordially invited to
attend the meeting in person. Whether or not you expect to
attend in person, it is requested that you promptly fill in,
sign and return the enclosed proxy card.
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By Order of the Board of Directors
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Michael J. Smith, Secretary
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ROYAL CARIBBEAN CRUISES LTD.
1050 Caribbean Way Miami, Florida 33132
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 25, 2004
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of Directors of
Royal Caribbean Cruises Ltd. (the Company) from
holders of the Companys common stock, par value $.01 per
share, for use at the Annual Meeting of Shareholders to be held
on May 25, 2004, and any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice
of Meeting and described in more detail herein.
All properly executed proxies will be voted in
accordance with the instructions contained thereon, and if no
choice is specified, the proxies will be voted for the election
of the directors named elsewhere in this Proxy Statement, for
approval of the amended and restated 2000 Stock Award Plan, and
for ratification of the selection of independent certified
public accountants. Abstentions are counted as present in
determining the existence of a quorum but will not have the
effect of votes in opposition to the election of a director or a
no vote on proposals 2 or 3.
Any proxy may be revoked by a shareholder at any
time before it is exercised by giving written notice to that
effect to the Secretary of the Company or by signing and
submitting a later-dated proxy. Shareholders who attend the
Annual Meeting may revoke any proxy previously granted and vote in person.
The Board of Directors has fixed March 26,
2004 as the record date for determining the shareholders
entitled to notice of and to vote at the Annual Meeting.
VOTING SECURITIES
As of March 26, 2004, the Company had
outstanding 198,195,228 shares of common stock. Holders of
record of the common stock at the close of business on
March 26, 2004 are entitled to vote at the Annual Meeting.
Each outstanding share is entitled to one vote.
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PRINCIPAL SHAREHOLDERS
The following table sets forth certain
information regarding the beneficial ownership of the common
stock as of February 27, 2004 (i) by each person who
is known by the Company to own beneficially more than 5% of the
outstanding common stock and (ii) by all of the
Companys directors and officers as a group.
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Number of |
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Percentage |
Name |
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Shares(1) |
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Ownership |
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A. Wilhelmsen AS(2)
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42,966,472 |
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21.7% |
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Cruise Associates(3)
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48,281,900 |
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24.4% |
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Oppenheimer Funds, Inc.(4)
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10,452,240 |
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5.3% |
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All Directors and Officers(5)
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48,163,085 |
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23.9% |
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(1) |
For purposes of this table, any security which a
person or group has a right to acquire within 60 days of
February 27, 2004 is deemed to be owned by such person or
group. Such security is deemed to be outstanding for the purpose
of computing the percentage ownership of such person or group,
but is not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person or group.
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(2) |
A. Wilhelmsen AS is a Norwegian corporation, the
indirect beneficial owners of which are members of the
Wilhelmsen family of Norway. |
(3) |
Cruise Associates is a Bahamian general
partnership, the indirect beneficial owners of which are various
trusts primarily for the benefit of certain members of the
Pritzker family and various trusts primarily for the benefit of
certain members of the Ofer family. |
(4) |
According to a Schedule 13G filed by
Oppenheimer Funds, Inc. on February 10, 2004 with the United
States Securities and Exchange Commission, Oppenheimer Funds,
Inc. beneficially owns 10,452,240 shares of common stock.
According to the Schedule 13G, Oppenheimer Funds, Inc. is
an investment advisor. |
(5) |
Amount includes 42,966,472 shares held by A.
Wilhelmsen AS, of which Arne Alexander Wilhelmsen is a director.
Amount also includes (i) 3,422,326 shares of common stock
issuable upon exercise of options granted to directors and
officers of the Company, (ii) 1,071,412 shares of common
stock held by Monument Capital Corporation
(Monument), a Liberian corporation as nominee for
various trusts primarily for the benefit of certain members of
the Fain family, (iii) 576,384 shares of common stock
issued to a trust for the benefit of Mr. Fain and
(iv) 247 shares of common stock held by
Mr. Fains minor daughter. Mr. Fain disclaims
beneficial ownership of some or all of the shares of common
stock referred to in (ii), (iii) and (iv) above.
Amount does not include shares held by Cruise Associates. |
SHAREHOLDERS AGREEMENT
A. Wilhelmsen AS (Wilhelmsen) and
Cruise Associates are parties to a Shareholders Agreement dated
as of February 1, 1993 as amended (the Shareholder
Agreement) and, pursuant thereto, have agreed upon certain
matters relative to the organization and operation of the
Company and certain matters concerning their respective
ownership of the Companys voting stock. Pursuant to the
Shareholders Agreement, Wilhelmsen and Cruise Associates have
agreed to vote their shares of common stock in favor of the
following individuals as directors of the Company: (i) up
to four nominees of Wilhelmsen (at least one of whom must be
independent); (ii) up to four nominees of Cruise Associates
(at least one of whom must be independent); and (iii) one
nominee who must be Richard D. Fain or such other individual who
is then employed as the Companys chief executive officer.
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Of the persons nominated for election at the 2004
Annual Meeting, Wilhelmsen has nominated Tor B. Arneberg and
Gert W. Munthe and Cruise Associates has nominated Thomas J.
Pritzker. Of the remaining directors, Wilhelmsen nominated Arvid
Grundekjoen and Arne Alexander Wilhelmsen and Cruise Associates
nominated Bernard W. Aronson, Laura Laviada and Eyal Ofer.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors is currently divided into
three classes. The current term of office of directors in
Class II expires at the 2004 Annual Meeting. The Board of
Directors proposes that the nominees described below, all whom
are currently serving as Class II directors, be elected for
a new term of three years and until their successors are duly
elected and qualified.
Each of the nominees has consented to serve as a
director. If any of them become unavailable to serve as a
director, the Board may designate a substitute nominee. In that
case, the persons named as proxies will vote for the substitute
nominee named by the Board.
The directors standing for election are:
Class II
Tor B. Arneberg, 75, has served as a Director
since November 1988. Mr. Arneberg is a senior advisor and has
served as an Executive Vice President of Nightingale &
Associates, a management consulting company, since 1982. From
1975 until 1982, Mr. Arneberg co-founded and operated AgTek
International, a company involved in the commercial fishing
industry. Prior thereto, Mr. Arneberg was director of marketing
for Xerox Corporation. He is an executive trustee and vice
president of the American Scandinavian Foundation and is an
investor and member of the Board of Directors of Precision
Contract Manufacturing, Inc. in Springfield, Vermont.
Mr. Arneberg received a silver medal in the 1952 Summer
Olympics in Helsinki, Finland as a member of the Norwegian
Olympic Yachting Team. Mr. Arneberg is Chairman of the
Companys Compensation Committee and serves on the
Companys Audit Committee.
William L. Kimsey, 61, has served as a Director
since April 2003. Mr. Kimsey was employed for 32 years
through September 2002 with the independent public accounting
firm Ernst & Young. From 1998 through 2002, Mr. Kimsey
served as the Chief Executive Officer of Ernst & Young
Global and Global Executive Board member of Ernst & Young
and from 1993 through 1998 as the Firm Deputy Chairman and Chief
Operating Officer. Among other responsibilities during his
tenure with Ernst & Young, Mr. Kimsey oversaw the
successful combination of Ernst & Young with over 55 former
Arthur Andersen practices throughout the world. Mr. Kimsey
also serves on the board of Western Digital Corporation, Parsons
Corporation and Accenture, Ltd. Mr. Kimsey is a certified
public accountant and a member of the American Institute of
Certified Public Accountants. Mr. Kimsey is Chairman of the
Companys Audit Committee and serves as the
Committees financial expert as such term is defined under
the rules of the Securities and Exchange Commission.
Gert W. Munthe, 47, has served as a director
since May 2002. Since September 2002, Mr. Munthe has served
as managing partner of Ferd Private Equity, a private equity
company that focuses on mid-cap companies in the technology
area. From 1994 through January 2000, Mr. Munthe was a
director of Alpharma, Inc., a New York Stock Exchange-listed
life science company active in animal health and generic
pharmaceuticals, and served as its Chief Operating Officer from
1998 until 1999 and as its Chief Executive Officer in 1999. From
1993 through 1998, Mr. Munthe was the President and Chief
Executive Officer of NetCom, a leading wireless
telecommunication operator in Norway that was listed on the Oslo
and London Stock Exchanges. Mr. Munthe is
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a director of Anders Wilhelmsen & Co AS. He
served in the Royal Norwegian Navy and was previously with
McKinsey & Co. Mr. Munthe serves on the Companys
Audit and Compensation Committees.
Thomas J. Pritzker, 53, has served as a Director
since February 1999. Mr. Pritzker is Chairman and Chief
Executive Officer of The Pritzker Organization and Hyatt
Corporation. He is Chairman of Hyatt International and a partner
in the law firm of Pritzker & Pritzker. Mr. Pritzker is
a member of the Board of Trustees of the University of Chicago
and the Art Institute of Chicago. Mr. Pritzker is Chairman of
the Companys Nominating and Director Affairs Committee.
The election of each of the nominees to the Board
of Directors requires the approval of a majority of the votes
cast at the Annual Meeting.
The Board of Directors unanimously recommends
a vote FOR the election of each of the nominees named
above.
Directors Continuing in Office
Class III Directors
The following Class III directors are
serving for a term ending in 2005
Laura Laviada, 53, has served as a Director since
July 1997. In 2002, she founded Area Editores, a publishing
company specializing in art and architectural books. Currently,
she is actively involved in the restoration and development of
Mexico Citys historic district. Prior to 2000,
Ms. Laviada was the Chairman and Chief Executive Officer of
Editorial Televisa, the largest Spanish language magazine
publisher in the world with 40 titles distributed throughout 19
countries. In October 2000, Ms. Laviada sold her equity
interest in the company and is currently involved in several
non-profit organizations, including Pro-mujer, an organization
that provides credit and micro-enterprise training for women in
Mexico. Ms. Laviada serves on the Companys
Compensation Committee.
Eyal Ofer, 53, has served as a Director since May
1995. Mr. Ofer has served as the Chairman of Carlyle M.G.
Limited since May 1991. Mr. Ofer serves on the
Companys Nominating and Director Affairs and the
Environmental Committees.
William K. Reilly, 64, has served as a Director
since January 1998. Mr. Reilly is the Chief Executive Officer of
Aqua International Partners, an investment group that finances
water companies and projects in developing countries. From 1989
to 1993, Mr. Reilly served as the Administrator of the U.S.
Environmental Protection Agency. He has also previously served
as the Payne Visiting Professor at Stanford Universitys
Institute of International Studies, president of World Wildlife
Fund and of The Conservation Foundation. He is Chairman of the
World Wildlife Fund and also serves on the board of trustees of
the American Academy in Rome, the National Geographic Society
and the Packard Foundation. He also serves as a director of
Dupont, Conoco, Ionics, Eden Springs and Evergreen Holdings.
Mr. Reilly is Chairman of the Companys Environmental
Committee.
Arne Alexander Wilhelmsen, 38, has served as a
director since May 2003. Mr. Wilhelmsen is Executive Vice
President in the Anders Wilhelmsen & Co. Group of companies
and has held a variety of managerial positions within the group
of companies since 1995. Mr. Wilhelmsen is a member of the
board of directors of A. Wilhelmsen AS and various other
business units within the A. Wilhelmsen group of companies. From
1996 through 1997, Mr. Wilhelmsen was engaged as a
marketing analyst for the Company and since 2001 has served as a
member of the board of directors of Royal Caribbean Cruise Line
AS, a wholly owned subsidiary of the
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Company that is responsible for the sales and
marketing activities of the Company in Europe.
Mr. Wilhelmsen has a Masters of Business Administration
from IMD, Lausanne, Switzerland. Mr. Wilhelmsen serves on
the Companys Nominating and Director Affairs Committee.
Class I Directors
The following Class I directors are serving
for a term ending in 2006
Bernard W. Aronson, 57, has served as a Director
since July 1993. Mr. Aronson is currently Managing Partner of
ACON Investments, LLC. Prior to that he served as international
advisor to Goldman, Sachs & Co. From June 1989 to July 1993,
Mr. Aronson served as Assistant Secretary of State for
Inter-American Affairs. Prior to that, Mr. Aronson served
in various positions in the private and government sectors.
Mr. Aronson is a member of the Council on Foreign
Relations. Mr. Aronson is a director of Liz Claiborne, Inc.
and Hyatt International. Mr. Aronson serves on the
Companys Audit and Compensation Committees.
John D. Chandris, 54, has served as a Director of
the Company since July 1997. Mr. Chandris is Chairman of
Chandris (UK) Limited, a shipbrokering office based in
London, England. Until September 1997, Mr. Chandris served
as Chairman of Celebrity Cruise Lines Inc. Mr. Chandris is
a director of various real estate companies in the United
Kingdom, in particular, Leathbond Limited, London Cambridge
Properties Limited and Ringmerit Limited. Mr. Chandris
serves on the Board of the classification society, Lloyds
Register. Mr. Chandris serves on the Companys
Environmental Committee.
Richard D. Fain, 56, has served as a Director
since 1981 and as Chairman and Chief Executive Officer of the
Company since 1988. Mr. Fain is Chairman of the
International Council of Cruise Lines, an industry trade
organization, and is a director of First Choice Holidays PLC.
Mr. Fain has been involved in the shipping industry for
over 25 years.
Arvid Grundekjoen, 48, has served as a Director
since November 2000. He is President and Chief Executive Officer
of Anders Wilhelmsen & Co. AS and serves as Chairman of the
supervisory boards of Linstow AS and Creati AS. Mr. Gundekjoen
has previously served as President of Teamco, a data processing
and information technology company. Mr. Grundekjoen serves
on the Companys Nominating and Director Affairs Committee.
PROPOSAL 2: APPROVAL OF THE AMENDED
AND RESTATED 2000 STOCK AWARD PLAN
Prior to September 2003, the 2000 Stock Award
Plan was known as the 2000 Stock Option Plan and provided for
the issuance of nonqualified options to purchase up to
13,000,000 shares of common stock to directors, officers and
other key employees of the Company and its subsidiaries. In
order to provide greater flexibility and increased variety to
incentives that may be awarded to directors, officers and other
key employees, the Board of Directors amended the Plan in
September 2003, and amended and restated it in February 2004, to
provide for the grant of, in addition to nonqualified stock
options, (i) incentive stock options, (ii) stock
appreciation rights, (iii) restricted stock,
(iv) restricted stock units and (v) performance
shares. The maximum number of shares with respect to which
awards may be granted under the 2000 Stock Award Plan, subject
to adjustments in the event of stock splits, share combinations
or similar occurrences, remains at 13,000,000.
The Compensation Committee of the Board of
Directors (the Committee) has authority to grant
awards under the 2000 Stock Award Plan to those directors,
officers and key employees of the Company and its subsidiaries
designated by the Committee. Any awards granted under the 2000
Stock Award Plan, other than nonqualified stock options, are
conditioned upon shareholder approval of the amended and
restated plan at the 2004 annual meeting of shareholders.
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As provided by the terms of the Plan, a
nonqualified stock option or an incentive stock option provides
the recipient the right to purchase from the Company a stated
number of shares at an option price per share fixed by the
Committee, but not less than the fair market value of the common
stock on the date of the option grant. The options are subject
to a vesting schedule that may be accelerated at the discretion
of the Committee. The incentive stock options are intended to
qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended.
The stock appreciation right is an award which
gives the recipient the right to receive an amount in cash or in
shares of common stock based on the appreciation in the value of
the common stock over the base price established in the award,
at times and upon conditions approved by the Committee. The base
price may not be less than the fair market value of the common
stock of the Company on the date of the award.
The restricted stock is an award of shares of
common stock that is subject to a risk of forfeiture of
ownership back to the Company for a period of time specified by
the Committee. Such forfeiture may be conditioned on the
continued performance of services or the achievement of
individual, divisional or corporate goals as the Committee may
determine. For the same period of time as the risk of
forfeiture, the restricted stock will also be subject to
restrictions of transfer and such other restrictions on
incidents of ownership as the Committee may determine.
The restricted stock unit is an award payable in
cash or shares of common stock of the Company and represented by
a bookkeeping credit, in which both the number of shares, and
the date for transfer of the shares or cash to the recipient
(the settlement date) are fixed on the date of
grant, subject to any subsequent deferral election by the
recipient. The value of each restricted stock unit equals the
fair market value of a share of stock, as such value may change
up to the settlement date. The actual payment of cash or stock
on the settlement date may be made contingent, at the discretion
of the Committee, on solely continued service or both continued
service and the achievement of an individual, divisional or
corporate goal.
The performance share is a variable award payable
in cash or shares of common stock of the Company and represented
by a bookkeeping credit, in which the number of shares, or value
thereof, to be transferred to the recipient at the end of a
performance measurement period will be a function of both
continued service and the relevant achievement of individual,
divisional or corporate goals. The value of each performance
share will equal the fair market value of a share of common
stock, as such value may change up to the date the performance
share vests in accordance with the terms of the performance
share award.
The approval of the amended and restated 2000
Stock Award Plan requires the approval of a majority of the
votes cast at the Annual Meeting.
The full text of the amended and restated 2000
Stock Award Plan is attached as Annex A to this proxy
statement and readers are urged to refer to it for a complete
description of the terms of the Plan.
The Board of Directors unanimously recommends
a vote FOR the approval of the amended and restated 2000 Stock
Award Plan.
PROPOSAL 3: RATIFICATION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP has been appointed as
independent certified public accountants of the Company for the
fiscal year ending December 31, 2004.
PriceWaterhouseCoopers LLP has served as the Companys
independent accountants for over 15 years. A representative
of PricewaterhouseCoopers LLP will be
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present at the Annual Meeting to respond to
appropriate questions from the shareholders and to make a
statement if the representative desires to do so.
The Board of Directors unanimously recommends
a vote FOR ratification of the selection of
PricewaterhouseCoopers LLP as independent certified public
accountants for the 2004 fiscal year.
OTHER MATTERS
The Board of Directors has no knowledge of any
other matters that may come before the Annual Meeting. If any
other matters shall properly come before the meeting, the
persons designated as proxies will have discretionary authority
to vote the shares thereby represented in accordance with their
best judgment.
CORPORATE GOVERNANCE
The Company has adopted corporate governance
standards which, along with board committee charters and key
committee practices, provide the framework for the governance of
the company. The corporate governance standards address such
matters as director qualifications, director independence,
director compensation, board committees and committee
evaluations. The Company believes that the corporate governance
standards comply with the corporate governance rules recently
adopted by the New York Stock Exchange. A copy of the corporate
governance standards of the Company is posted in the corporate
governance section on the Company website at
www.rclinvestor.com.
The corporate governance standards contain
guidelines established by the board to assist it in determining
director independence as defined by the listing standards of the
New York Stock Exchange. Based on the guidelines contained in
these standards, the board has determined that all of the
directors are independent with the exception of
Messrs. Fain and Reilly.
The corporate governance standards provide that,
in addition to regularly scheduled Board meetings,
non-management directors will hold two regularly scheduled
meetings a year and the independent directors will hold one
regularly scheduled meeting a year. The Chairman of the
Nominating and Director Affairs Committee of the Board will
preside at such meetings.
The Board of Directors has established an Audit
Committee, a Nominating and Director Affairs Committee, a
Compensation Committee and an Environmental Committee. All of
the members of the Audit, Nominating and Director Affairs, and a
majority of the members of the Environmental Committee, are
independent. The functions of each of the principal committees
are described below, and a copy of the charter of each committee
is posted in the corporate governance section on the Company web
site at www.rlcinvestor.com.
The Compensation Committee approves and evaluates
the compensation plans, policies and programs applicable to the
executives of the Company, including the administration of the
stock award plans and the granting of awards under the plans.
Among other responsibilities, the Compensation Committee reviews
and approves corporate goals of the Company and objectives
relevant to the compensation of the Chief Executive Officer of
the Company and sets compensation levels based on this
evaluation.
The Audit Committee assists the Board of
Directors in the oversight of the integrity of the financial
statements of the Company, the qualifications and independence
of the independent auditor, the performance of the internal
audit function of the Company and of the independent auditor,
and compliance by the Company with related legal and regulatory
requirements. In furtherance of this purpose, the Audit
Committee regularly reviews
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and discusses with management and the independent
auditor the annual audited and quarterly financial statements of
the Company.
The Nominating and Director Affairs Committee
assists the Board by identifying qualified individuals for
nomination as members of the Board of Directors and of Board
committees, recommending to the Board corporate governance
guidelines, reviewing and making recommendations to the Board
concerning Board committee structure, operations and board
reporting and evaluating board and management performance.
The Board has adopted a Code of Business Conduct
and Ethics that applies to all employees of the Company. A copy
of the Code of Business Conduct and Ethics is posted in the
corporate governance section on the Company web site at
www.rclinvestor.com.
SHAREHOLDER COMMUNICATIONS
Shareholders who wish to communicate with
non-management members of the Board of Directors can address
their communications to the attention of the Corporate Secretary
of the Company at its principal address or at
msmith@rccl.com. The Corporate Secretary will maintain a
record of all such communications and promptly forward to the
Chairman of the Nominating and Director Affairs Committee (the
Committee Chair), who presides at meetings of the
independent directors, those that the Corporate Secretary
believes require immediate attention. The Corporate Secretary
shall periodically provide the Committee Chair with a summary of
all such communications. The Committee Chair shall notify the
Board of Directors or the chairs of the relevant committees of
the Board of those matters that he or she believes are
appropriate for further action or discussion.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be
presented at the Companys next annual meeting of
shareholders must be received by the Secretary of the Company no
later than January 25, 2005 at the Companys executive
offices: 1050 Caribbean Way, Miami, Florida 33132
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Michael J. Smith,
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Secretary |
Dated: April 22, 2004
Annex A
Royal Caribbean
Cruises Ltd.
Amended and Restated 2000 Stock Award Plan
Table of Contents
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Section |
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1. Purpose and Effectiveness | |
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2. Definitions and Rules of Construction | |
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3. Eligibility and Participation | |
4 |
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4. Stock Subject to Plan | |
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5. Forms and Terms of Awards Under the Plan | |
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6. Exercises of Stock Options | |
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7. Events Affecting Plan Reserve or Plan Awards | |
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8. Administration of the Plan | |
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9. Government Regulations and Registration of Shares | |
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10. Miscellaneous Provisions | |
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11. Amendment and Termination of the Plan | |
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Section 1. Purpose and Effectiveness
The
purpose of this amended and restated Royal Caribbean Cruises Ltd. 2000 Stock Award Plan
(the Plan) is to promote the success of Royal Caribbean Cruises Ltd. (the
Company) by providing a method whereby both employees and directors of the
Company and its Affiliates may be encouraged to increase their proprietary interest in the
Companys business. By offering incentive compensation opportunities that are based
on the Companys common stock, the Plan will motivate Participants to achieve
long-range goals, further identify their interests with those of the Companys other
shareholders, and promote the long-term financial interest of the Company. The Plan is
further intended to aid in attracting persons of exceptional ability and leadership
qualities to become officers, employees, and directors of the Company and its Affiliates.
The Plan was amended and restated in its entirety effective February 3, 2004 (the
Effective Date) and shall be subject to approval at the 2004 annual meeting of
the Companys shareholders. Any Awards granted under the Plan prior to such
stockholder approval, other than Nonqualified Options authorized under the Plan prior to
this amendment and restatement, shall be conditioned upon such shareholder approval and
shall be null and void if such approval is not obtained.
The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that no Awards
may be granted under the Plan after September 1, 2009.
Awards
made under the Plan may be in the form of Incentive Options, Nonqualified Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Shares,
each as defined in Section 5(a) of the Plan and as the Committee shall, in its sole
discretion, decide.
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Section 2. Definitions
and Rules of Construction
(a)
Defined Terms. Capitalized terms not defined elsewhere in the Plan shall
have the following meanings (whether used in the singular or plural):
Affiliate means
any business entity, regardless of whether organized as a corporation, limited liability
company, partnership or any other legal form, in which the Company has (i) an ownership of
50% or greater, or (ii) in the sole discretion of the Committee, a controlling interest.
Agreement means a
written agreement between a Participant and the Company that sets out the terms of the
grant of an Award, as any such Agreement may be supplemented or amended from time to time.
Award means any
award or benefit granted under the Plan, as further defined in Section 5 of the Plan.
Beneficiary means
the individual(s) designated by the Participant to succeed to his/her rights in all Awards
granted to him/her under the Plan in the eventuality of his/her death or mental
incapacity.
Board means the
Board of Directors of the Company.
Code means the
Internal Revenue Code of 1986, as amended from time to time, or any successor statute or
statutes thereto. Reference to any specific Code section shall include any successor
section.
Committee means
the Compensation Committee of the Board of Directors of the Company.
Company means
Royal Caribbean Cruises Ltd. and any successor entity.
Date of Grant means
the date on which the Committee takes the corporate actions necessary to fix the major
terms of an Award to a specified Eligible Individual, including, in the case of an Option,
the number of Shares subject to the Option and the applicable Exercise Price.
Director means a
duly elected or appointed member of the Companys Board of Directors.
Disability means permanent
and total disability as defined in Section 22(e) of the Code.
Eligible
Individual means an Employee or Director, who is described in Section 3.
Employee means an
individual who is employed by the Company or any Affiliate of the Company. The term
Employee will also include an individual who is granted an Award, in
connection with his/her hiring by the Company or any Affiliate, prior to the date the
individual first becomes an Employee, but if and only if such Award does not vest prior to
the date the individual first becomes an Employee.
ERISA means the
Employee Retirement Income Security Act of 1974, as amended from time to time, or any
successor statute or statutes thereto. Reference to any specific ERISA section shall
include any successor section.
Exchange Act means
the Securities Exchange Act of 1934, as amended from time to time, or any successor
statute or statutes thereto. Reference to any specific Exchange Act section shall include
any successor section.
Executive Officer
means executive officer as defined in Rule 3b-7 under the Exchange Act, provided that, if
the Board has designated the executive officers of the Company for purposes of reporting
under the Exchange Act, the designation by the Board shall be conclusive for purposes of
the Plan.
Exercise Price
means the price that must be paid by an Optionee upon exercise of an Option to
purchase a share of Stock.
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Fair Market Value
of a Share of Stock as of any date means the mean between the opening and ending of day
reported sale prices of the Stock (i) on that date on the principal exchange or market on
which the Stock is then listed or admitted to trading, or (ii) if the day is not a date on
which such exchange or market is open, the last preceding date on which there was a sale
of such Stock on such exchange or market.
Option means a Nonqualified Option or an Incentive Option.
Optionee means an
Eligible Individual who has received an Option under this Plan, for the period of time
during which such Option is held in whole or in part.
Option Shares
means, with respect to any Option granted under this Plan, the Stock that may be acquired
upon the exercise of such Option.
Participant means
an Eligible Individual who has received an Award under this Plan.
Plan means this
Royal Caribbean Cruises Ltd. 2000 Stock Incentive Plan, as amended from time to time.
Secretary means the secretary of the Company or his/her designee.
Settlement Date
means the date on which Stock, cash, cash equivalents, or any combination thereof are
transferred by the Company to a Participant with respect to, and in settlement of, a prior
contractual commitment made by the Company to such Participant under the Plan in the form
of Restricted Stock Units or Performance Shares.
Shares or
Stock mean shares of the common stock of the Company, par value $.01,
subject to any adjustments made under Section 7 or by operation of law.
Subsidiary of the Company means any present or future subsidiary (as that
term is defined in Section 424(f) of the Code) of the Company An entity shall be deemed a
subsidiary of the Company for purposes of this definition only for such periods as the
requisite ownership or control relationship is maintained.
Termination of
Service, Terminate or Termination occurs when a
Participant ceases to be an Employee of, or ceases to be a Director of, the Company and
its Affiliates, as the case may be, for any reason.
Vested,
Vest and Vesting means (i) with respect to any portion of an
Award, that legal ownership of such portion of the Award will not be forfeited by the
Participant pursuant to the provisions of this Plan in the event the Participant
Terminates Service with the Company or any Affiliate, and (ii) with respect to any portion
of an Option, that such portion of the Option may be exercised, unless such exercise is
prohibited by law or by other provisions of the Plan.
Vesting Date with
respect to any Award granted hereunder means the date on which such Award becomes Vested,
as designated in or determined in accordance with the Plan and with the Agreement with
respect to such Award. If more than one Vesting Date is designated for an Award, reference
in the Plan to a Vesting Date in respect of such Award shall be deemed to refer to each
part of such Award and the Vesting Date for such part.
(b)
Rules of Construction. Where the context permits, words in any gender
shall include the other gender, words in the singular shall include the plural,
and the plural shall include the singular.
Section 3. Eligibility
and Participation
The
persons who shall be eligible to participate in the Plan and to receive Awards shall be
such Employees (including officers) and Directors as the Committee, in its sole
discretion, shall select. Awards may be made to Eligible Individuals who hold or have held
Awards under this Plan or any similar plan or other awards under any
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other plan of the
Company or any of its Affiliates. Any member of the Committee shall be eligible to receive
Awards while serving on the Committee.
Awards
may be granted by the Committee at any time and from time to time to new Participants, or
to then Participants, or to a greater or lesser number of Participants, and may include or
exclude previous Participants, as the Committee shall determine.
Except as required by
this Plan, Plan Awards granted at different times need not contain similar provisions. The
Committees determinations under the Plan (including without limitation,
determinations of which individuals, if any, are to receive Awards, the form, amount and
timing of such Awards, the terms and provisions of such Awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among individuals
who receive, or are eligible to receive, under the Plan.
Section 4. Stock Subject
to Plan
Subject
to the following provisions of this Section 4 and to the provisions of Section 7, the
maximum number of Shares with respect to which Awards may be granted during the term of
the Plan shall be 13,000,000.
During
the term of this Plan, the Company will at all times reserve and keep available the number
of Shares that shall be sufficient to satisfy the requirements of this Plan. Shares will
be made available from the currently authorized but unissued shares of the Company or from
shares currently held or subsequently reacquired by the Company as treasury shares,
including shares purchased in the open market or in private transactions.
The
grant of any Award hereunder shall count, equal in number to the Shares represented by
such Award, towards the share maximum indicated in this Section 4. To the extent that (i)
any outstanding Option for any reason expires, is terminated, forfeited or canceled
without having been exercised, or if any other Award is forfeited or otherwise does not
result in the delivery of Shares by the Company, and (ii) any Shares covered by an Award
are not delivered because the Award is settled in cash or used to satisfy the applicable
tax withholding obligation, such Shares shall be deemed to have not been delivered and
shall be restored to the share maximum. If the exercise price of any Option granted under
the Plan is satisfied by tendering Shares to the Company (by either actual delivery or
attestation), the number of Shares tendered shall be restored to the share maximum.
Section 5. Forms and
Terms of Awards Under the Plan
(a)
In General. The Committee may grant any of the following types of Awards,
either singly or in combination with other Awards:
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(i)
Incentive Stock Options. An incentive stock option (an Incentive Option)
shall convey to the Participant the right to purchase from the Company a
stated number of Shares at an Exercise Price and for a period of time
established by the Committee. An Incentive Option is both intended to be
and qualifies as an incentive stock option under Section 422 of the Code. |
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(ii)
Nonqualified Stock Options. A nonqualified stock option (aNonqualified
Option) shall convey to the Participant the right to purchase from the Company a
stated number of Shares at an Exercise Price and for a period of time
established by the Committee. A Nonqualified Option is not intended to be
or does not qualify as an Incentive Option under Section 422 of the Code. |
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(iii)
Stock Appreciation Rights. A Stock Appreciation Right is an Award in the
form of a right to receive, upon surrender of the right, but without other
payment, an amount based on appreciation in |
the value of Stock over a base price established in the Award, payable in cash or Stock, at times and
upon conditions (which may include a Change in Control), as may be
approved by the Committee.
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(iv)
Restricted Stock. Restricted Stock is an Award of Shares that are issued to a
Participant such that the Participant is thereupon the legal owner of such
Shares with all of the attendant rights and privileges of ownership, but
remains subject to a risk of forfeiture of such ownership back to the
Company for a period of time specified on the Date of Grant. Such
forfeiture may be conditioned on the continued performance of services or
the achievement of individual, divisional, or corporate goals. Restricted
Stock will also be subject to restrictions on transfer and such other
restrictions on incidents of ownership as the Committee may determine, for
the same period of time as the risk of forfeiture. |
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(v)
Restricted Stock Units. A Restricted Stock Unit is an Award payable in cash or
Stock and represented by a bookkeeping credit, in which both the number of
Shares and the Settlement Date (subject to any subsequent deferral election
by the Participant) are fixed on the Date of Grant. The value of each
Restricted Stock Unit equals the Fair Market Value of a share of Stock, as
such value may change up to the date the Stock Unit Vests. The actual
payment of cash or Stock to the Participant at the Settlement Date may be
made contingent, in the sole discretion of the Committee, upon (A) solely
continued service, or (B) both continued service and the achievement of an
individual, divisional or corporate goal. Restricted Stock Units are not
outstanding shares of Stock and do not entitle a Participant to voting or
other rights or dividends with respect to Stock, unless and until actually
paid out in the form of Stock. |
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(vi)
Performance Shares. A Performance Share is a variable Award payable in cash or
Stock and represented by a bookkeeping credit, in which the number of
Shares (or value thereof) to be transferred to the Participant at the end
of a performance measurement period will be a function of both continued
service and the relevant achievement of individual, divisional or
corporate goals. The value of each Performance Share equals the Fair
Market Value of a share of Stock, as such value may change up to the date
the Performance Share Vests. Shares actually transferred following the end
of the performance measurement period will not be restricted by the
Company in any way, other than as required by law. |
(b)
Provisions Applicable to All Forms of Awards. Subsequent to the grant of
any Award, the Committee may, at any time before the complete expiration of such
Award, Vest the Award in whole or part or accelerate the time or times at which
such Award may become Vested in whole or in part in the future(without reducing
the term of such Award).
To the extent that the Company is required to withhold any Federal,
state or other taxes in respect of any compensation income realized by the Participant in respect of shares
acquired pursuant to an Award, or in respect of the Vesting of any such shares of Stock,
then the Company shall deduct from either such Shares or any payments of any kind
otherwise due to such Participant the aggregate amount of such Federal, state or other
taxes required to be so withheld. If such payments are insufficient to satisfy such
Federal, state or other taxes, then such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with respect to the total
amount of taxes to be withheld in respect of any such compensation income shall be
determined by the Company in its sole discretion.
(c)
Provisions Applicable to Stock Options and Stock Appreciation Rights.
Subject to the limitations of the Plan, the Committee shall designate from time
to time those Eligible Individuals to be granted Options, the time when each
Option shall be granted, the number of Shares subject to such Option, whether
such Option is an Incentive Option or a Nonqualified Option, and the Exercise
Price of the Option Shares. Options shall be evidenced by Agreements in such
form and containing such terms and provisions not inconsistent with the
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provisions of the Plan as the Committee may from time to time approve. Each
Optionee shall be notified of such grant and a written Agreement shall be
executed and delivered by the Company to the Optionee. Subject to the other
provisions of the Plan, the same person may receive Incentive Options and
Nonqualified Options at the same time and pursuant to the same Agreement,
provided that Incentive Options and Nonqualified Options are clearly designated
as such.
Option
Agreements shall conform to the terms and conditions of the Plan. Such Agreements may
provide that the grant of any Option under the Plan, or that Stock acquired pursuant to
the exercise of any Option, shall be subject to such other conditions (whether or not
applicable to an Option or Stock received by any other Optionee) as the Committee
determines appropriate, including, without limitation, provisions conditioning exercise
upon the occurrence of certain events or performance or the passage of time, provisions to
assist the Optionee in financing the purchase of Stock through the exercise of Options,
provisions for forfeiture, restrictions on resale or other disposition of shares acquired
pursuant to the exercise of Options, provisions conditioning the grant of the Option or
future Options upon the Optionee retaining ownership of Shares acquired upon exercise for
a stated period of time, and provisions to comply with federal and state securities laws
and federal and state income tax and other payroll tax withholding requirements.
The price at which Shares may be purchased upon exercise of an Option shall be fixed by the
Committee on the Date of Grant and may not be less than 100% of the Fair Market Value of
the Option Shares as of the Date of Grant. All Options shall specify the term during which
the Option may be exercised, which shall be in all cases ten years or less.
No
Option may be exercised in part or in full before the Vesting Date(s) set forth in its
terms, other than in the event of acceleration as provided in Section 7. No Option may be
exercised prior to the day following the six-month anniversary of the Date of Grant, or
after the Option expires by its terms as set forth in the applicable Agreement. In the
case of an Option that is exercisable in installments, installments that are exercisable
and not exercised shall remain exercisable during the term of the Option. The grant of an
Option shall impose no obligation on the Optionee to exercise such Option.
The Committee may specify in any Agreement a vesting schedule that must be satisfied before
Options become Vested, such that all or any portion of an Option may not become Vested
until a Vesting Date or Vesting Dates, or until the occurrence of one or more specified
events, subject in any case to the terms of the Plan.
No Option shall be transferable other than by will or the laws of descent and distribution,
other than pursuant to an order issued by a court of competent jurisdiction in connection
with the divorce or bankruptcy of the Participant. During the lifetime of the Optionee,
the Option shall be exercisable only by such Optionee or his/her court-appointed legal
representative or transferee. Notwithstanding anything herein to the contrary, the
Committee may, in its sole discretion, provide in the applicable Agreement evidencing a
Nonqualified Option that the Optionee may transfer, assign or otherwise dispose of an
option (i) to his/her spouse, parents, siblings and lineal descendants, (ii) to a trust
for the benefit of the Optionee and any of the foregoing, or (iii) to any corporation or
partnership controlled by the Optionee, subject to such conditions or limitations as the
Committee may establish to ensure compliance with any rule promulgated pursuant to the
Exchange Act, or for other purposes. The terms applicable to the assigned Option shall be
the same as those in effect for the Option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Company may deem appropriate.
An Optionee or a transferee of an Option shall have no rights as a stockholder with respect
to any Share covered by his/her Option until he shall have become the holder of record of
such Share, and he shall not be
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entitled to any dividends or distributions or other rights
in respect of such Share for which the record date is prior to the date on which he shall
have become the holder of record thereof.
The Committee shall not, without first having obtained the approval of the shareholders of the
Company, effect the cancellation of any or all outstanding Options under the Plan and the
substitution therefore of new Options covering the same or different number of Shares but
with an exercise price per share based on the Fair Market Value per Share on the new
option grant date.
The following additional provisions shall be applicable to Incentive Options,
but only if, and to the extent, required by section 422 of the Code:
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(i) Incentive Options shall be specifically designated as such in the applicable
Agreement, and may be granted only to those Eligible Individuals who are both
(A) Employees of the Company and/or a Subsidiary, and (B) citizens or resident
aliens of the United States. |
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(ii)
To the extent the aggregate Fair Market Value (determined as of the time the
Option is granted) of the Stock with respect to which any Incentive Options
granted hereunder may be exercisable for the first time by the Optionee in any
calendar year (under this Plan or any other compensation plan of the Company or
any Subsidiary thereof) exceeds $100,000, such Options shall not be considered
Incentive Options. |
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(iii) No Incentive Option may be granted to an individual who, at the time the Option
is granted, owns directly, or indirectly within the meaning of Section 424(d) of
the Code, stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any Subsidiary thereof, unless such
Option (i) has an exercise price of at least 110% of the Fair Market Value of
the Stock on the Date of Grant of such option; and (ii) cannot be exercised more
than five years after the Date of Grant. |
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(iv) The Exercise Price for Incentive Options shall not be less than the Fair Market
Value of the Stock on the Date of Grant. |
Each of the above provisions with respect to the granting, vesting, transferability and
exercise of Options, except to the extent they are applicable solely to (i) the actual
purchase of stock and payment of consideration or (ii) Incentive Options, shall also apply
to the grant of Stock Appreciation Rights by the Committee under the Plan.
(d)
Provisions Applicable to Restricted Stock and Restricted Stock Units.
Awards of Restricted Stock and Restricted Stock Units shall be subject to the
right of the Company to require forfeiture of such Shares or rights by the
Participant in the event that conditions specified by the Committee in the
applicable Agreement are not satisfied prior to the end of the applicable
vesting period established by the Committee for such Awards. Conditions for
repurchase (or forfeiture) may be based on continuing employment or service or
achievement of pre-established performance or other goals and objectives.
Subsequent to the grant of an award of Restricted Stock or Restricted Stock
Units, the Committee may, at any time before complete termination of such
Restricted Stock or Restricted Stock Unit, accelerate the time or times at which
such Restricted Stock or Restricted Stock Unit is no longer subject to
forfeiture or repurchase.
A Restricted Stock Unit may provide the Participant with the right to receive dividend
payments or dividend equivalent payments with respect to Stock subject to the Award (both
before and after the Stock subject to the Award is earned, Vested, or acquired), which
payments may be either made currently or credited to an account for the Participant, and
may be settled in cash or Stock, as determined by the Committee. Any such settlements, and
any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such
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conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock equivalents.
Shares represented by Restricted Stock Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered, except as permitted by the Committee, during the applicable vesting
period. Such Shares shall be evidenced in such manner as the Committee may determine. Any
certificates issued in respect of such Shares shall be registered in the name of the
Participant and, unless otherwise determined by the Committee, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or its
designee). To the extent Shares of a Restricted Stock Award Vest, the Company (or such
designee) shall deliver such certificates to the Participant or, if the Participant has
died, to the Participants Beneficiary. Each certificate evidencing stock subject to
Restricted Stock Awards shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Award. Any attempt to dispose of stock in
contravention of such terms, conditions and restrictions shall be ineffective. During the
restriction period, the Participant shall have all the rights of a shareholder for all
such Shares, including the right to vote and the right to receive dividends thereon as
paid.
(e)
Provisions Applicable to Restricted Stock Units and Performance Shares.
The Committee may provide in the terms of a Restricted Stock Unit or Performance
Share Award for the elective deferral by the Participant of the receipt of the
actual payment of cash or Stock otherwise due and payable to the Participant
pursuant to such Award. In providing for such deferral, the Committee shall
limit eligibility, and shall specify such rules regarding the timing and other
features of the deferral, so as to comply with all applicable sections of ERISA
and the constructive receipt and similar doctrines of the internal revenue laws.
Section 6. Exercises of
Stock Options
An Option may be exercised in whole or in part at any time to the extent such Option has
become Vested during the term of such Option; provided, however, that (i) unless otherwise
provided by Section 7, an Option may be exercised only while the Optionee is an Employee
or Director, and (ii) each partial exercise shall be for whole Shares only. Unless
otherwise provided by Section 7, that portion of an Option that has not become Vested as
of the date the Optionee ceases to be an Employee or Director shall lapse and be null and
void.
Each Option, or any exercisable portion thereof, may only be exercised by delivery to the
Secretary or his/her office, in accordance with such procedures for the exercise of
Options as the Company may establish from time to time, of (i) notice in writing signed by
the Optionee (or other person then entitled to exercise such Option) that such Option, or
a specified portion thereof, is being exercised; (ii) payment in full for the purchased
Shares (pursuant to the rules specified below); (iii) such representations and documents
as are necessary or advisable to effect compliance with all applicable provisions of
Federal or state securities laws or regulations; (iv) in the event that the Option or
portion thereof shall be exercised by any individual other than the Optionee, appropriate
proof of the right of such individual to exercise the Option or portion thereof; and (v)
full payment to the Company of all amounts which, under federal, state or other law, it is
required to withhold upon exercise of the Option (pursuant to the rules specified below).
Except as noted in this paragraph, upon receiving notice of exercise and payment, the Company
will cause to be delivered to the Optionee, as soon as practicable, a certificate in the
Optionees name for the Shares purchased, and within a reasonable time thereafter
such transfer shall be evidenced on the books and records of the Company. The Shares
issuable and deliverable upon the exercise of an Option shall be fully paid and
nonassessable. Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
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promulgated thereunder, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
Payment for Shares purchased under an Option granted hereunder shall be made in full upon exercise
of the Option (except that, in the case of an exercise arrangement approved by the Company
and described in clause (iv) below, payment may be made as soon as practicable after the
exercise). The method or methods of payment of the purchase price for the Shares to be
purchased upon exercise of an Option and of any amounts required for tax withholding
purposes shall be determined by the Company and may consist of (i) cash, (ii) check, (iii)
the tendering, by either actual delivery or by attestation, of whole shares of Stock,
valued at Fair Market Value as of the day of exercise, or (iv) through a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable
written instructions to (a) a brokerage firm acceptable to the Company to effect the
immediate sale of the purchased shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate exercise price
payable for the purchased shares plus all applicable Federal, state and other employment
taxes required to be withheld by the Company by reason of such exercise, and (b) the
Company to deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale. The permitted method or methods of payment of the
amounts payable upon exercise of an Option may be transacted by the Optionee him/herself
or by a broker designated by him/her (other than a payment described in clause (iv)
above), and, if other than in cash, shall be set forth in the applicable agreement.
Each Agreement shall require that an Optionee pay to the Company, at the time of exercise of a
Nonqualified Option, such amount as the Company deems necessary to satisfy the
Companys obligation to withhold federal or state income or other applicable taxes
incurred by reason of the exercise or the transfer of Shares thereupon. To the extent
permitted by the Option Agreement, an Optionee may satisfy such withholding requirements
by having the Company withhold from the number of Shares otherwise issuable upon exercise
of the Option that number of shares having an aggregate Fair Market Value on the date of
exercise equal to the amount required by law to be withheld.
An Option Agreement evidencing a Nonqualified Option may provide that the Optionee may elect
to defer the receipt of all or a portion of the Shares purchased upon exercise of the
Option (the Deferral Election). If inclusion of the right to make such
Deferral Election is acceptable to the Committee, the Agreement shall provide, in addition
to such other terms and conditions as the Committee shall prescribe, that: (i) following
the date on which the Option becomes fully Vested, the period of time during which the
Optionee may elect whether the Option is to be made subject, in whole or part, to the
Deferral Election (to the extent made subject, the Modified Option), (ii) the
Modified Option may not be exercised within six months of the effective date of the
Deferral Election, (iii) the Option Price shall be paid by tendering, by either actual
delivery or by attestation, whole shares of Stock, valued at Fair Market Value as of the
day of exercise, (iv) the Company shall remit to the Optionee, as soon as practicable
after the exercise, those shares tendered to satisfy the purchase price, and (v) until the
delivery of the Shares, the Optionee shall not be the owner of those Shares and shall have
only an unfunded and unsecured contractual right to receive them.
Section 7. Events
Affecting Plan Reserve or Plan Awards
If the Company subdivides its outstanding shares of Stock into a greater number of shares of
Stock (including, without limitation, by stock dividend or stock split) or combines its
outstanding shares of Stock into a smaller number of shares (by reverse stock split,
reclassification or otherwise), or the Committee determines that any stock dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock,
or other similar corporate event (including mergers or consolidations) affects the Stock
such that an adjustment is required in order to
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preserve the benefits or potential
benefits intended to be made available under this Plan, then the Committee shall, in such
manner as it may deem equitable and appropriate, make such adjustments to any or all of
(i) the number of shares of Stock reserved for the Plan, (ii) the number of shares subject
to outstanding Options and other Awards, (iii) the Exercise Price with respect to
outstanding Options, and any other adjustment that the Committee determines to be
equitable; provided, however, that the number of shares subject to any Option shall always
be a whole number. The Committee may provide for a cash payment to any Participant of a
Plan Award in connection with any adjustment made pursuant to this Section 7.
Any such adjustment to an Option shall be made without a change to the total Exercise Price
applicable to the unexercised portion of the Option (except for any change in the
aggregate price resulting from rounding-off of share quantities or prices), and shall be
final and binding upon all Participants, the Company, their representatives, and all other
interested persons.
In the event of a transaction involving (i) a merger or consolidation in which the Company is
not the surviving company or (ii) the sale or disposition of all or substantially all of
the Companys assets, provision shall be made in connection with such transaction for
the assumption of Awards theretofore granted under the Plan, or the substitution for such
Awards of new options of the successor corporation, with appropriate adjustment as to the
number and kind of Shares and the purchase price for Shares thereunder. Alternatively, in
the discretion of the Committee, the Plan and the Awards issued hereunder shall terminate
on the effective date of such transaction if appropriate provision is made for payment to
the Participant of an amount in cash equal to the Fair Market Value of a Share multiplied
by the number of Shares subject to the Awards (to the extent such Awards have not been
exercised) less the exercise price for such Awards (to the extent such Awards have not
been exercised). Further, any obligations under the plan to deliver Shares of Stock in the
future shall be similarly adjusted.
If a Participant has a Termination of Service by reason of his/her death or Disability, then
notwithstanding any contrary waiting period, installment period or vesting schedule in any
Agreement or in the Plan, unless the applicable Agreement provides otherwise, each
outstanding Award granted to such Participant shall immediately become Vested and, if an
Option, exercisable in full in respect of the aggregate number of shares covered thereby.
If an Optionee has a Termination of Service by reason of his/her death or Disability prior to
the expiration date of his/her Option, or if an Optionee dies subsequent to his/her
Termination of Service on account of such Disability but prior to the expiration date of
his/her Option, and in either case all or some portion of such Option is Vested and
exercisable pursuant to the terms of this Plan and of the Option Agreement, such Option
may be exercised by the Optionee or by the Optionees estate, personal representative
or beneficiary, as the case may be, at any time prior to the earlier of (i) one year
following the date of the Optionees death or disability, or such later time not to
exceed an additional year as the Committee may from time to time determine in its
discretion on a case by case basis, or (ii) the expiration date of such Option.
If an Optionee has a Termination of Service for any reason other than his/her death or
Disability prior to the expiration date of his/her Option, and all or some portion of such
Option is Vested and exercisable pursuant to the terms of this Plan and of the Option
Agreement, such Option may be exercised by the Optionee at any time prior to the earlier
of (i) three months following the date of the Optionees Termination, or such later
time not to exceed an additional nine months as the Committee may from time to time
determine in its discretion on a case by case basis, or (ii) the expiration date of such
Option.
The Company may determine whether any given leave of absence constitutes a termination of
employment and, if it does not, whether the time spent on the leave will or will not be
counted as vesting credit; provided, however, that for purposes of the Plan (i) a leave of
absence, duly authorized in writing by the Company, if the period of such leave does not
exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in
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writing by the Company, provided (a) the Employees right to reemployment is
guaranteed either by statute or contract, or (b) for the purpose of military service,
shall not be deemed a termination of employment.
Following a Change of Control, if a Participant has a Termination of Service within eighteen (18)
months of such Change of Control, other than by reason of (a) death, (b) Disability, (c)
termination for Cause, or (d) termination by the Participant for other than Good Reason,
then notwithstanding any contrary waiting period, installment period or vesting schedule
in any Agreement or in the Plan, each outstanding Award granted to such Participant shall
immediately become Vested, and, if an Option, exercisable in full in respect of the
aggregate number of shares covered thereby.
Change of Control shall mean (i) the acquisition by any individual, entity or group (other
than the Company, Cruise Associates and/or A. Wilhelmsen AS or an affiliate of any of
them) of beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of the then outstanding voting securities of the Company
entitled to vote generally in the election of Directors (the Voting
Securities); (ii) during any period of 24 consecutive months, a majority of the
Board shall no longer be composed of individuals (a) who were members of the Board on the
first day of such period, or (b) whose election or nomination to the Board were approved
by a vote of at least two-thirds of the members of the Board who were members of the Board
on the first day of such period, or (c) whose election or nomination to the Board was
approved by a vote of at least two-thirds of the members of the Board referred to in the
foregoing subclauses (a) and (b); (iii) consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the assets of
the Company (a Business Combination) unless, following such Business
Combination (a) the beneficial owners of the Voting Securities of the Company immediately
prior to the Business Combination beneficially own more than 50% of the combined voting
power of the voting securities entitled to vote generally in the election of directors of
the corporation resulting from such Business Combination, and (b) at least a majority of
the board of directors of the corporation resulting from such Business Combination were
members of the Companys Board at the time of the action of the Companys Board
providing for such Business Combination; (iv) consummation of a reorganization, merger or
consolidation with another corporation or business entity not already under common control
with the Company, or the acquisition of stock or assets of such other corporation or
business entity, if the market capitalization of the other corporation or entity, or the
stock or assets acquired, is equal to or greater than the Companys market
capitalization immediately prior to the closing of such transaction; or (v) approval by
the shareholders of the Company of a complete liquidation or dissolution of the Company.
Cause shall mean (i) an
act of material dishonesty, including, without limitation, fraud, misappropriation,
embezzlement, financial misrepresentation or other similar behavior, (ii) conviction of,
or the entry of a plea of guilty or nolo contendere to, the commission of a felony; (iii)
an action or failure to act that demonstrates a conflict of interest in which the person
acts for his or her own benefit to the detriment of the Company; (iv) an action or failure
to act that constitutes a material breach of the persons duties to the Company; or
(v) the failure to follow the lawful directives of the Company provided that those
directives are consistent with the persons duties to the Company.
Good Reason shall mean
(i) the assignment to the person without the persons consent of any duties
materially inconsistent with the persons position (including status, offices and
titles), authority, duties or responsibilities as they existed prior to the Change of
Control; (ii) any action by the Company which results in a material diminuition in the
persons position, authority, duties, responsibilities, compensation or benefits as
they existed prior to the Change of Control without the persons consent; or (iii)
the Company requiring that the person relocate his or her principal business office more
than 100 miles from the location existing prior to the Change of Control without the
persons consent.
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In addition to any action required or authorized by the terms of an Award, the Committee may
take any other action it deems appropriate to ensure the equitable treatment of
Participants in the event of or anticipation of a Change of Control, including but not
limited to any one or more of the following with respect to any or all Awards: (i) the
acceleration or extension of time periods for purposes of exercising, vesting in, or
realizing gains from, the Awards, (ii) the waiver of conditions on the Awards that were
imposed for the benefit of the Company, (iii) provision for the cash settlement of the
Awards for their equivalent cash value, as determined by the Committee, as of the date of
the Change of Control; or (iv) such other modifications or adjustments to the Awards as
the Committee deems appropriate to maintain and protect the rights and interests of
Participants upon or following the Change of Control.
Section 8. Administration
The Plan shall be administered by the Compensation Committee of the Board unless a different
committee is appointed by the Board.
The Committees administration of the Plan shall be subject to the following:
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(a) |
Subject to the provisions of the Plan, the Committee will have the authority
and discretion to select from among the Eligible Individuals those persons who
shall receive Awards, to determine the time or times of receipt, to determine
the types of Awards and the number of shares covered by the Awards, to establish
the terms, conditions, performance criteria, restrictions, and other provisions
of such Awards, and, subject to the restrictions of Section 11, to cancel or
suspend Awards. |
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(b) |
To the extent that the Committee determines that the restrictions imposed by
the Plan preclude the achievement of the material purposes of the Awards in
jurisdictions outside the United States, the Committee will have the authority
and discretion to modify those restrictions as the Committee determines to be
necessary or appropriate to conform to applicable requirements or practices of
those jurisdictions. |
With respect to the grant of Awards to Eligible Individuals who are not Executive Officers or
Directors, and except to the extent prohibited by applicable law or the applicable rules
of a stock exchange, the Committee may delegate to any person or persons selected by it,
who may or may not be Directors, (a Subcommittee) all or any part of its
responsibilities and powers as set forth above. Any such allocation or delegation may be
revoked by the Committee at any time.
The Company and its Affiliates shall furnish the Committee with such data and information as
it determines may be required for it to discharge its duties. The records of the Company
and its Affiliates as to an Employees or Participants employment (or other
provision of services), Termination of Service, leave of absence, reemployment and
compensation shall be conclusive on all persons unless determined to be incorrect.
Participants and other persons entitled to benefits under the Plan must furnish to the
Company such evidence, data, or information, as the Committee or the Company considers
desirable to carry out the terms of the Plan.
The Committee is authorized, subject to the provisions of the Plan, to establish, amend and
rescind such rules and regulations, as it deems necessary or advisable for the proper
administration of the Plan and to take such other action in connection with or in relation
to the Plan, as it deems necessary or advisable. Each action and determination made or
taken pursuant to the Plan by the Committee, including any interpretation or construction
of the Plan, shall be final and conclusive for all purposes and upon all persons.
No member of the Committee shall be personally liable for any action, determination or
interpretation made by him/her or the Committee in good faith with respect to the Plan or
any Award granted pursuant thereto.
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The Committee, the Company, and its officers and directors, shall be entitled to rely upon the
advice, opinions or valuations of any attorneys, consultants, accountants or other persons
employed to assist them in connection with the administration of the Plan.
Section 9. Government
Regulations and Registration of Shares
The Plan, and the grant and exercise of Awards hereunder, and the Companys obligation to
sell and deliver stock under Options, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any regulatory or governmental agency
as may be required.
The obligation of the Company with respect to Awards shall be subject to all applicable laws,
rules and regulations and such approvals by any governmental agencies as may be required,
including, without limitation, the effectiveness of any registration statement required
under the Securities Act of 1933, and the rules and regulations of any securities exchange
or association on which the Stock may be listed or quoted. For so long as the Stock of the
Company is registered under the Exchange Act, the Company shall use its reasonable efforts
to comply with any legal requirements (i) to maintain a registration statement in effect
under the Securities Act of 1933 with respect to all shares of the applicable series of
Stock that may be issued to Participants under the Plan, and (ii) to file in a timely
manner all reports required to be filed by it under the Exchange Act.
Section 10.
Miscellaneous Provisions
Legends.
Each certificate evidencing Stock obtained through the Plan shall bear such
legends as the Company deems necessary or appropriate to reflect or refer to any
terms, conditions or restrictions applicable to such Shares, including, without
limitation, any to the effect that the Shares represented thereby (i) are
subject to contractual restrictions regarding disposition, and (ii) may not be
disposed of unless the Company has received an opinion of counsel, acceptable to
the Company, that such dispositions will not violate any federal or state
securities laws.
Rights
of Company. Nothing contained in the Plan or in any Agreement, and no action of the
Company or the Committee with respect thereto, shall interfere in any way with the right
of the Company or an Affiliate to terminate the employment of the Participant at any time,
with or without cause. The grant of Awards pursuant to the Plan shall not affect in any
way the right or power of the Company to make reclassifications, reorganizations or other
changes of or to its capital or business structure or to merge, consolidate, liquidate,
sell or otherwise dispose of all or any part of its business or assets.
Designation
of Beneficiaries. Each Participant who shall be granted a Plan Award may designate a
beneficiary or beneficiaries and may change such designation from time to time by filing a
written designation of beneficiary or beneficiaries with the Company on a form to be
prescribed by it, provided that no such designation shall be effective unless so filed
prior to the death of such person.
Compliance
with Other Laws and Regulations. Notwithstanding anything contained herein to the
contrary, the Company shall not be required to sell or issue shares of Stock if the
issuance thereof would constitute a violation by the Company of any provisions of any law
or regulation of any governmental authority or any national securities exchange or other
forum in which shares of Stock are traded (including without limitation Section 16 of the
Exchange Act); and, as a condition of any sale or issuance of shares of Stock, the Company
may require such agreements or undertakings, if any, as the Company may deem necessary or
advisable to assure compliance with any such law or regulation. The Plan, the grant of
Awards and exercise of Options hereunder, and the obligation of the Company to sell and
deliver shares of Stock, shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any government or regulatory agency as may be
13
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required. To the extent the Plan provides for issuance of stock certificates to reflect
the issuance of shares of Stock, the issuance may be effected on a non-certificated basis,
to the extent not prohibited by applicable law or the applicable rules of any stock
exchange.
Payroll
Tax Withholding. The Companys obligation to deliver shares of Stock under the
Plan shall be subject to applicable federal, state and other tax withholding requirements.
Federal, state, and other tax due upon the exercise of any Award may, in the discretion of
the Company, be paid in shares of Stock already owned by the Optionee or through the
withholding of shares otherwise issuable to such Optionee, upon such terms and conditions
(including, without limitation, the conditions referenced in Section 6) as the Company
shall determine which shares shall have an aggregate Fair Market Value equal to the
required minimum withholding payment. If the Optionee shall fail to pay, or make
arrangements satisfactory to the Committee for the payment to the Company of all such
federal, state and other taxes required to be withheld by the Company, then the Company
shall, to the extent permitted by law, have the right to deduct from any payment of any
kind otherwise due to such Optionee an amount equal to federal, state or other taxes of
any kind required to be withheld by the Company.
Non-Exclusivity
of the Plan. Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of stock options and the
awarding of stock and cash otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.
Exclusion
from Benefit Computation. By accepting an Award, unless otherwise provided in the
applicable Agreement, each Participant shall be deemed to have agreed that such Award is
special incentive compensation that will not be taken into account, in any manner, as
salary, compensation or bonus in determining the amount of any payment under any health
and welfare, pension, retirement or other employee benefit plan, program or policy of the
Company or any Subsidiary. In addition, each beneficiary of a deceased Participant shall
be deemed to have agreed that such Award will not affect the amount of any life insurance
coverage, if any, provided by the Company on the life of the Participant which is payable
to such beneficiary under any life insurance plan covering employees of the Company or any
Subsidiary.
Governing
Law. The Plan shall be governed by, and construed in accordance with, the laws of the
State of Florida.
Use
of Proceeds. Proceeds from the sale of Shares pursuant to Options granted under this
Plan shall constitute general funds of the Company.
No Rights to Continued Employment. The Plan does not constitute a contract of employment,
and selection as a Participant will not give any participating Employee or other Eligible
Individual the right to be retained in the employ of the Company or any Subsidiary, or the
right to continue to provide services to the Company or any Subsidiary, nor any right or
claim to any benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.
Form
and Time of Elections. Unless otherwise specified herein, each election required or
permitted to be made by any Participant or other person entitled to benefits under the
Plan, and any permitted modification, or revocation thereof, shall be in writing filed
with the Company at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Company shall require.
Unfunded
Status. Neither a participant nor any other person shall, by reason or participation
in the Plan, acquire any right in or title to any assets, funds or property of the Company
or any Affiliate whatsoever, including, without limitation, any specific funds, assets, or
other property which the Company or any Affiliate, in
14
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its sole discretion may set aside in
anticipation of a liability under the Plan. A Participant shall have only a contractual
right to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of
the Company or any Subsidiary, and nothing contained in the Plan shall constitute a
guarantee that the assets of the Company or any Affiliate shall be sufficient to pay any
benefits to any person.
Section 11. Amendment
and Termination of This Plan
The Committee may at any time terminate, suspend or discontinue this Plan. The Committee
may amend this Plan at any time, provided that any material amendment to the Plan will not
be effective unless approved by the Companys stockholders. The Committee may at any
time alter or amend any or all Award Agreements under this Plan in any manner that would
be authorized for a new Award under this Plan, so long as such an amendment would not
require approval of the Companys stockholders if such amendment was made to the
Plan. Notwithstanding the foregoing, no such action by the Board or the Committee shall,
in any manner adverse to a Participant, affect any Award then outstanding and evidenced by
an Award Agreement without the consent in writing of the Participant or a Beneficiary who
has become entitled to an Award.
15
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6FOLD AND DETACH
HERE 6
ROYAL CARIBBEAN
CRUISES LTD.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2004
The undersigned hereby appoints Richard D. Fain
and Luis E. Leon, and each of them, as the undersigneds
attorneys and agents to vote as Proxy for the undersigned, as
herein stated, at the annual meeting of shareholders of Royal
Caribbean Cruises Ltd. to be held at the Hyatt Regency, Miami,
Florida on Tuesday, May 25, 2004 at 9:00 A.M., local
time, and at any adjournment or postponement thereof, according
to the number of votes the undersigned would be entitled to vote
if personally present, on the proposals set forth below and in
accordance with their discretion on any other matters that may
properly come before the meeting or any adjournments or
postponements thereof. The undersigned hereby acknowledges
receipt of the Notice and Proxy Statement, dated April 22,
2004, and Annual Report to Shareholders for 2003.
The Board of Directors unanimously recommends a vote FOR Items 1, 2 and 3.
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1. |
Election of Class II Directors
For the election of Tor B. Arneberg, William L. Kimsey, Gert W. Munthe and Thomas J. Pritzker.
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o
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FOR all persons listed
(Except as marked to the contrary)
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o
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WITHHOLD AUTHORITY
to vote for all persons listed
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INSTRUCTION: To withhold authority to vote for
any individual person, line through the name of that person.
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2. |
Approval of the Amended and Restated 2000 Stock Award Plan.
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o FOR
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o |
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AGAINST |
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o |
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ABSTAIN |
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3. |
Ratification of appointment of
PriceWaterhouseCoopers LLP as the Company's independent accountants for 2004.
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o FOR
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o |
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AGAINST |
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o |
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ABSTAIN |
(continued on reverse side)
6FOLD AND DETACH
HERE 6
(continued from other side)
THE
SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATIONS ARE MADE, THE PROXY WILL BE VOTED IN FAVOR OF
PROPOSALS 1, 2 AND 3.
Please
sign exactly as your name appears on this Proxy. If acting as
executor, administrator, trustee, guardian, etc., you should so
indicate when signing. If a corporation, please sign the full
corporate name by duly authorized officer. If a partnership,
please sign the full partnership name by authorized person. If
shares are held jointly, each shareholder named should sign.
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PLEASE FILL IN, DATE, SIGN AND RETURN THIS PROXY
IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS REQUIRED IF RETURNED
IN THE ACCOMPANYING ENVELOPE AND MAILED IN THE UNITED STATES.
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Dated:
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, 2004
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Signature
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Signature
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PLEASE SIGN AND DATE HERE AND RETURN PROMPTLY |
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-----END PRIVACY-ENHANCED MESSAGE-----