UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Employment Agreement with T. Robin Lindsay
On February 14, 2022, NCL (Bahamas) Ltd. (“NCL”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (the “Company”), entered into a letter agreement with Mr. T. Robin Lindsay amending his employment agreement with NCL, dated October 18, 2015 (the “Lindsay Letter Agreement”). The key terms of the Lindsay Letter Agreement are summarized below.
Continuation of Employment. Mr. Lindsay’s term of employment is extended to December 31, 2024 (the “Term”). He will continue to serve as the Company’s Executive Vice President, Vessel Operations until the date that the Company hires a successor for such role. Beginning on the date Mr. Lindsay’s successor is appointed, he will serve as the Company’s Executive Vice President, Newbuilds and Refurbishment.
Treatment of Restricted Share Units (“RSUs”) upon Certain Terminations. If NCL terminates Mr. Lindsay’s employment without cause, if Mr. Lindsay terminates his employment for good reason, or if Mr. Lindsay’s employment terminates by reason of the expiration of the Term or his death or disability, for any awards granted after February 2022, (i) all then outstanding, unvested RSUs subject only to time-based vesting will vest in full, and (ii) all then outstanding, unvested RSUs subject to performance-based vesting will vest based on performance through the date of termination, as determined by the Compensation Committee of the Company, in each case subject to Mr. Lindsay executing and not revoking a general release of claims in favor of the Company.
Bonus Entitlement. Mr. Lindsay will be entitled to receive any incentive bonus earned for the 2024 calendar year based on actual performance, provided that Mr. Lindsay remains employed through the end of the Term.
Amendment to Employment Agreement with Jason Montague
On February 14, 2022, Prestige Cruise Services LLC (“Prestige”), a subsidiary of Norwegian Cruise Line Holdings Ltd. (the “Company”), entered into a letter agreement with Mr. Jason Montague amending his employment agreement with Prestige, dated September 16, 2016 (the “Montague Letter Agreement”). The key terms of the Montague Letter Agreement are summarized below.
Continuation of Employment. Mr. Montague’s term of employment as President and Chief Executive Officer, Regent Seven Seas Cruises is extended to December 31, 2023 (the “Extension Date”).
Treatment of RSUs upon Certain Terminations. If Prestige terminates Mr. Montague’s employment without cause, if Mr. Montague terminates his employment for good reason, or if Mr. Montague’s employment as President and Chief Executive Officer, Regent Seven Seas Cruises terminates on the Extension Date, or by reason of his death or disability, for any awards granted after February 2022, (i) all then outstanding, unvested RSUs subject only to time-based vesting will vest in full, and (ii) all then outstanding, unvested RSUs subject to performance-based vesting will vest based on performance through the date of termination, as determined by the Compensation Committee of the Company, in each case subject to Mr. Montague executing and not revoking a general release of claims in favor of the Company.
Bonus Entitlement. Mr. Montague will be entitled to receive any incentive bonus earned for the 2023 calendar year based on actual performance, provided that Mr. Montague remains employed through the Extension Date.
Item 9.01Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit |
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10.1 | ||
10.2 | ||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 18, 2022 | NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
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| By: | /s/Daniel S. Farkas |
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| Daniel S. Farkas |
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| Executive Vice President, General Counsel and Assistant Secretary | |
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