AMENDED AND RESTATED
2001 OUTSIDE DIRECTOR STOCK PLAN
RESTRICTED STOCK UNIT
THIS AGREEMENT (the “ Agreement ”) made between Carnival Corporation, a corporation organized
under the laws of the Republic of Panama (the “ Company ”) and _________ (the “ Director ”). The Company
hereby grants to the Director, on ____________ (the “ Grant Date ”), the Restricted Stock Unit Award (the “
RSU Award ”), consisting of ___________ restricted stock units (“ RSUs ”), on the following terms and
conditions, and subject to the Director’s execution of this Agreement and the terms and conditions of the
Carnival Corporation Amended and Restated 2001 Outside Director Stock Plan (the “ Plan ”):
1. The Company has adopted the Plan, which is incorporated herein by reference and made a part
of this Agreement. Each capitalized term used in this Agreement and not otherwise defined herein shall have the
meaning assigned to it in the Plan.
2. Subject to Sections 3 and 4 of this Agreement, below, the Restricted Period as to the RSUs shall
expire on the third anniversary of the Grant Date.
3. Upon the Director’s termination of service as a member of the Board due to death or Disability,
the Restricted Period shall expire as to 100% of the RSUs. Upon the Director’s ceasing to be a member of the
Board for any reason other than death or Disability prior to the first anniversary of the Director’s initial election
to the Board, all of the RSUs shall be forfeited and all rights of the Director in respect of the RSUs shall terminate
without further obligation on the part of the Company. Upon the Director’s termination of service as a member of
the Board for any reason other than death or Disability on or after the first anniversary of the Director’s initial
election to the Board, the Restricted Period shall continue to expire in accordance with Section 2 above.
4. No Shares shall be issued at the Grant Date of the RSU Award, and the Director