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.
Compensatory Arrangements of Certain Officers.
On September 19, 2020, Prestige Cruise Services LLC, a subsidiary of Norwegian Cruise Line Holdings Ltd. (the “Company”), entered into a letter agreement (the “Letter Agreement”) with Mr. Robert J. Binder to amend his existing employment agreement, originally dated September 16, 2016 and subsequently amended by letter agreements dated May 7, 2019 and March 19, 2020 (the “Employment Agreement”). The key terms of the Letter Agreement are summarized below.
Continuation of Employment. Mr. Binder’s term of employment as the President and Chief Executive Officer, Oceania Cruises and Vice Chairman, Oceania Cruises and Regent is extended to December 31, 2021. The Letter Agreement also provides that Mr. Binder will remain employed with the Company from January 1, 2022 through March 31, 2022 (the “Transition Period”) to provide transition support to the Company.
Restricted Share Unit Award. The Letter Agreement entitles Mr. Binder to an award of 115,100 restricted share units (“RSUs”) which will be eligible to vest in one installment on March 31, 2022 (the “Retention Grant”).
Treatment of RSUs upon Certain Events and Terminations. The Letter Agreement provides that if the Company terminates Mr. Binder’s employment without “cause,” if Mr. Binder terminates his employment for “good reason,” or if Mr. Binder’s employment terminates due to his death or disability (as these terms are defined in the Employment Agreement), all then outstanding, unvested RSUs subject only to time-based vesting requirements will vest in full. In addition, in consideration for extending the term of his employment, any outstanding, unvested RSUs subject only to time-based vesting requirements that were granted prior to September 19, 2020, excluding the Retention Grant, will vest in full on March 31, 2021.
Benefits. Mr. Binder will be entitled to continued medical and dental coverage for Mr. Binder and his eligible dependents on the same terms as actively employed senior executives for two years after the end of the Transition Period. If he remains employed through December 31, 2021, Mr. Binder will also be entitled to receive any incentive bonus earned for the 2021 calendar year regardless of whether he is employed at such time the incentive bonus is paid.
Except as described herein, the material terms of Mr. Binder’s Employment Agreement remain unchanged. Mr. Binder’s original employment agreement, the May 7, 2019 amendment and the form of the March 19, 2020 amendment are filed as Exhibits 10.63 and 10.64 to the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission on February 27, 2020 and Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q file with the Securities Exchange Commission on May 15, 2020, respectively, and are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit |
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10.1 | ||
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: September 22, 2020 | 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 | |
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| Assistant Secretary | |