EXECUTIVE RESTRICTED STOCK AGREEMENT
THIS AGREEMENT (the “ Agreement ”), is made effective as of ______, ____, (hereinafter the “ Grant
Date ”) between Carnival Corporation, a corporation organized under the laws of the Republic of Panama (the “
Company ”), and ________________ (the “ Executive ”), pursuant to the amended and restated Carnival
Corporation 2002 Stock Plan (the “ Plan ”) and that certain Executive Long-Term Compensation Agreement
effective as of January 15, 2008 between the Company and Executive (the “ LTCA ”).
R E C I T A L S :
WHEREAS, the Company has adopted the amended and restated Carnival Corporation 2002 Stock Plan
pursuant to which awards of restricted Shares may be granted; and
WHEREAS, the Company desires to grant Executive an award of restricted Shares pursuant to the terms
of this Agreement, the LTCA and the Plan.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
Subject to the terms and conditions set forth in the Plan, the LTCA and in this Agreement, the
Company hereby grants to Executive a Restricted Stock Award consisting of ____ Shares (the “ Restricted
Stock ”). The Restricted Stock is subject to the restrictions described herein, including forfeiture under the
circumstances described in Section 5 hereof (the “ Restrictions ”). The Restrictions shall lapse and the
Restricted Stock shall become nonforfeitable in accordance with Section 3 and Section 5 hereof.
The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly
set forth herein, this Agreement shall be construed in accordance with the provisions of the LTCA and the Plan.
Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
The terms of the LTCA shall control in the event of a conflict with the provisions of this Agreement or the Plan.
The Committee shall have final authority to inte