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[User] Extract and classify the legal clause from this contract: EX-10.2 3 nclh-20230315xex10d2.htm EX-10.2 1Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into this 15 th day of March 2023, by and between NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”), and David Herrera (the “ Executive ”). RECIT ALS THE P ARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions: A. The Company desires to of fer the Executive the beneﬁts set forth in this Agreement and provide for the services of the Executive on the terms and conditions set forth in this Agreement. B. The Executive desires to be employed by the Company on the terms and conditions set forth in this Agreement. C. This Agreement shall govern the employment relationship between the Executive and the Company and all of its afﬁliates ef fective as of the Ef fective Date (as deﬁned below), and supersedes and negates any previous agreements with respect to such relationship ef fective as of the Ef fective Date. AGREEMENT NOW , THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufﬁciency of which are hereby expressly acknowledged, the parties agree as follows: 1. Retention and Duties. 1.1 Retention . The Company does hereby agree to employ the Executive for the Period of Employment (as such term is deﬁned in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set forth in this Agreement. 1.2 Duties . During the Period of Employment, the Executive shall serve the Company as its President, Norwegian Cruise Line, and shall be appointed to such position on the ﬁrst day of the Period of Employment. The Executive shall have duties and obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with the corporate policies of the Company as they are in ef fect from time to time throughout the Period of Employment (including, without limitation, the Company’ s Code of Ethical Business Conduct policy , as it may change from time to time). During the Period 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 1/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 2/54of Employment, the Executive shall report directly to either the President and Chief Executive Ofﬁcer - Elect, Norwegian Cruise Line Holdings Ltd., or the President and Chief Executive Ofﬁcer of Norwegian Cruise Line Holdings Ltd., or his/her designee. During the Period of Employment, the Executive shall perform services for Norwegian Cruise Line Holdings Ltd., a company or ganized under the laws of Bermuda (the “ Parent ”), and the Parent’ s other subsidiaries, but shall not be entitled to any additional compensation with respect to such services. 1.3 No Other Employment; Minimum Time Commitment . During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’ s business time, ener gy and skill to the performance of the Executive’ s duties for the Company , (ii) perform such duties in a faithful, ef fective and efﬁcient manner to the best of Executive’ s abilities, and (iii) hold no other employment. The Executive’ s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Board of Directors of the Parent (the “ Board ”), provided that the Executive shall be permitted to serve on one board of directors (or similar bodies) during the Period of Employment, subject to the Company’ s rights to require the Executive’ s resignation pursuant to the following sentence. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’ s service on such board or body materially interferes with the ef fective dischar ge of the Executive’ s duties and responsibilities or that any business related to such service is then in competition with any business of the Company or any of its Afﬁliates (as such term is deﬁned in Section 5.5), successors or assigns. 1.4 No Br each of Contract . The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’ s duties hereunder do not and shall not constitute a breach of, conﬂict with, or otherwise contravene or cause a default under , the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information (including, without limitation, conﬁdential information and trade secrets) relating to any other Person (as such term is deﬁned in Section 5.5) which would prevent, or be violated by , the Executive entering into this Agreement or carrying out Executive’ s duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, conﬁdentiality , trade secret or similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. 1.5 Location . During the Period of Employment, the Executive’ s principal place of employment shall be the Company’ s principal executive ofﬁce as it may be located from time to time. The Executive agrees that he will be regularly 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 3/54216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 4/543present at the Company’ s principal executive ofﬁce. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’ s duties for the Company . 2. Period of Employment. The “Period of Employment” shall be a period commencing on April 1, 2023 (the “ Effective Date ”) and ending at the close of business on December 31, 2025 (the “ Termination Date ”); provided, however , that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter , unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’ s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “ Period of Employment ” shall include any extension thereof pursuant to the preceding sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. 3. Compensation. 3.1 Base Salary . During the Period of Employment, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid biweekly or in such other installments as shall be consistent with the Company’ s regular payroll practices in ef fect from time to time. The Executive’ s Base Salary shall be at an annualized rate of Seven Hundred and Fifty Thousand dollars ($750,000.00). The Compensation Committee of the Board (the “Compensation Committee ”) will review the Executive’ s rate of Base Salary on an annual basis and may , in its sole discretion, increase (but not decrease) the rate then in ef fect. 3.2 Incentive Bonus . The Executive shall be eligible to receive an incentive bonus for each ﬁscal year of the Company that occurs during the Period of Employment (“ Incentive Bonus ”); provided that, except as provided in Section 5.3, the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such ﬁscal year in order to be eligible for an Incentive Bonus with respect to that ﬁscal year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the ﬁscal year in question). The Executive’ s actual Incentive Bonus amount for a particular ﬁscal year shall be determined by the Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division, ﬁnancial, strategic, individual or other objectives) established with respect to that particular ﬁscal year by the Compensation Committee. Any Incentive Bonus becoming payable for a particular ﬁscal year shall be paid in the following ﬁscal year following the close of the audit and generally by March 31. 3.3 Equity Award . The Executive shall be eligible to participate in the Parent’ s 2013 Performance Incentive Plan (together with any successor equity incentive plan, the “ Parent Equity Plan ”) and to receive grants of equity awards16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 5/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 6/544under the Parent Equity Plan as may be approved from time to time by the Compensation Committee in its sole discretion. 4. Beneﬁts. 4.1 Retir ement, Welfar e and Fringe Beneﬁts . During the Period of Employment, the Executive shall be entitled to participate, on a basis generally consistent with other similarly situated executives, in all employee pension and welfare beneﬁt plans and programs, all fringe beneﬁt plans and programs and all other beneﬁt plans and programs (including those providing for perquisites or similar beneﬁts) that are made available by the Company to the Company’ s other similarly situated executives generally , in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in ef fect from time to time. The Executive’ s participation in the foregoing plans and programs is subject to the eligibility and participation provisions of such plans, and the Company’ s right to amend or terminate such plans from time to time in accordance with their terms. 4.2 Medical Executive Reimbursement Plan . During the Period of Employment, the Company will provide the Executive, and the Executive’ s spouse and dependent children, with a Medical Executive Reimbursement Plan (the “ MERP ”), subject to the terms and conditions of such plan. 4.3 Company Automobile . During the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of up to One Thousand Five Hundred dollars ($1,500.00) per month, in accordance with the Company’ s policy as in ef fect from time to time. 4.4 Reimbursement of Business Expenses . The Executive is authorized to incur reasonable expenses in carrying out the Executive’ s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’ s duties for the Company , subject to the Company’ s expense reimbursement policies and any pre- approval policies in ef fect from time to time. 4.5 Vacation and Other Leave . During the Period of Employment, the Executive’ s annual rate of vacation accrual shall be four (4) weeks per year; provided that such vacation shall accrue on a bi-weekly basis in accordance with the Company’ s regular payroll cycle and be subject to the Company’ s vacation policies in effect from time to time. The Executive shall also be entitled to all other holiday and leave pay generally available to other similarly situated executives of the Company . 5. Termination. 5.1 Termination by the Company . The Executive’ s employment by the Company , and the Period of Employment, may be terminated at any time by the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 7/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 8/545Company: (i) with Cause (as such term is deﬁned in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’ s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is deﬁned in Section 5.5). 5.2 Termination by the Executive . The Executive’ s employment by the Company , and the Period of Employment, may be terminated by the Executive with or without Good Reason (as such term is deﬁned in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with Section 18). 5.3 Beneﬁts Upon Termination . If the Executive’ s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’ s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company , any payments or beneﬁts except as follows: (a) The Company shall pay the Executive (or , in the event of Executive’ s death, the Executive’ s estate) any Accrued Obligations (as such term is deﬁned in Section 5.5); (b) Unless the provisions of Section 5.3(c) or (d) below apply , if, during the Period of Employment, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Severance Beneﬁt.)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 9/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 10/54(ii) Subject to the Executive’ s continued payment of the same percentage of the applicable premiums as he was paying on the Severance Date, the Company will pay or reimburse the Executive for Executive’ s premiums char ged to continue medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), and the Executive shall also be entitled to continued participation in the MERP , at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’ s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage (the “ COBRA Beneﬁt ”); provided that the Company’ s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’ s Separation from Service occurs and shall cease with continuation coverage for the eighteenth month following the month in which the Executive’ s Separation from Service occurs (or , if earlier , shall cease upon the ﬁrst to occur of the Executive’ s death, the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to of fer group medical coverage or the MERP to its active executive employees or the Company is otherwise under no obligation to of fer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking ef fect and complete any other continuation coverage enrollment procedures the Company may then have in place. (iii) The Company shall pay to the Executive, subject to tax withholding and other authorized deductions, any Incentive Bonus that would otherwise be paid to the Executive had his or her employment with the Company not terminated with respect to any ﬁscal year that ended before the Severance Date, to the extent not theretofore paid (the “ Prior -Year Bonus ”). Any Prior -Year Bonus that becomes payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit for the relevant year). (iv) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro- rata portion of the Incentive Bonus for the ﬁscal year in which the Executive’ s employment terminates (the “Pro-Rata Bonus ”). The Pro-Rata Bonus shall equal the Incentive Bonus for the ﬁscal year of termination multiplied by a fraction, the numerator of which is the number of days in the current ﬁscal year through the Severance Date and the denominator is 365. Any Pro-Rata Bonus that becomes payable 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 11/54616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 12/547will be paid if and when the Incentive Bonus for active employees is paid (following the completion of the audit in the following calendar year). (c) If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a Change in Control, the Executive’ s employment with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’ s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (2) by the Executive for Good Reason, or (3) as a result of the Company’ s provision of notice to the Executive that this Agreement shall not be extended or further extended, the Executive shall be entitled to the following beneﬁts in lieu of the beneﬁts described under Section 5.3(b): (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two times Executive’ s Base Salary at the annualized rate in ef fect on the Severance Date. Such amount is referred to hereinafter as the “ Change in Control Severance Beneﬁt .” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Beneﬁt to the Executive in substantially equal installments in accordance with the Company’ s standard payroll practices over a period of twelve (12) consecutive months, with the ﬁrst installment payable in the month following the month in which the Executive’ s Separation from Service (as such term is deﬁned in Section 5.5) occurs. (For purposes of clarity , each such installment shall equal the applicable fraction of the aggregate Change in Control Severance Beneﬁt.) (ii) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs. (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor equity incentive plan shall receive full accelerated vesting. (d) If the Executive meets the Retirement Qualiﬁcations during the Period of Employment and wishes to receive the beneﬁts described in 5.3(d)(i)-(v) below , Executive must provide at least six months of notice to the Company requesting a retirement date. Executive and the Company must 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 13/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 14/548agree to a retirement date (the “ Retirement Date ”), not later than one year from the date that notice is provided, by written agreement. If Executive satisﬁes the Retirement Qualiﬁcations and remains employed through the Retirement Date, upon the Retirement Date, Executive shall be entitled to the following beneﬁts: (i) All then outstanding and unvested equity awards granted after the Ef fective Date that are subject to vesting requirements based on continued employment but not performance-based vesting requirements, including any awards originally subject to performance-based vesting conditions that have been satisﬁed and remain outstanding subject to only time- based vesting conditions (“ Time-Based Awards ”) shall receive full accelerated vesting if they were granted one or more years before the Retirement Date and pro-rata vesting if they were granted less than one year from the Retirement Date. The pro-rata vesting will be calculated as follows: (number of shares subject to the award ÷ number of days from award date to original vesting date speciﬁed in the award agreement (including both beginning and end date)) x number of days from the award date to the Retirement Date. Any partial shares will be rounded down to the nearest whole share. (ii) All then-outstanding and unvested equity awards granted after the Ef fective Date that are not Time- Based Awards shall, subject to compliance with the requirements of Section 409A and 457A of the Code and any potential changes needed to address these provisions, remain outstanding and will be paid (subject to the applicable performance conditions) as though the Executive’ s employment had not terminated (with any time-based vesting conditions that would otherwise extend beyond the end of the applicable performance period deemed satisﬁed as of the end of the applicable performance period). (iii) The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Prior -Year Bonus and Pro-Rata Bonus, as described in Section 5.3(b)(iii) and (iv) above. (iv) Executive will be entitled to continue to participate in the employee cruise beneﬁts available to active employees at the President level following the Retirement Date. (v) The Company shall provide the COBRA Beneﬁt described in Section 5.3(b)(ii) above on the terms and conditions speciﬁed in that section until the eighteenth month following the month in which the Executive’ s Separation from Service occurs.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 15/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 16/54(e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’ s obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company , the Executive will no longer be entitled to, and the Company will no longer be obligated to pay , any remaining unpaid portion of the Severance Beneﬁt or Change in Control Severance Beneﬁt, the Prior -Year Bonus or the Pro-Rata Bonus, equity acceleration for any outstanding and unvested equity awards that remain outstanding at the time of the breach, continued cruise beneﬁts, or the COBRA Beneﬁt; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to a Severance Beneﬁt or Change in Control Severance Beneﬁt payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’ s release contemplated by Section 5.4. (f) The foregoing provisions of this Section 5.3 shall not af fect: (i) the Executive’ s receipt of beneﬁts otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare beneﬁt plan; or (ii) the Executive’ s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage. 5.4 Release; Exclusive Remedy . (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary . As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b), (c) or (d), the Executive shall, upon or promptly following his last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’ s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights af forded by applicable law . (b) The Executive agrees that the payments and beneﬁts contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’ s employment) shall constitute the exclusive and sole remedy for any termination of Executive’ s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity , with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 17/54916/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 18/5410the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an ofﬁcer and director of the Company and any Afﬁliate of the Company , and as a ﬁduciary of any beneﬁt plan of the Company or any Afﬁliate of the Company , and to promptly execute and provide to the Company any further documentation, as requested by the Company , to conﬁrm such resignation. 5.5 Certain Deﬁned Terms . (a) As used herein, “ Accrued Obligations ” means: (i) any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation time of up to 80 hours in accordance with the Company’ s policy in ef fect at the applicable time); and (ii) any reimbursement due to the Executive pursuant to Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’ s expense reimbursement policies in ef fect at the applicable time. (b) As used herein, “ Afﬁliate ” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by , or is under common control with, the Company . As used in this deﬁnition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly , of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. (c) As used herein, “ Cause ” shall mean, as reasonably determined by the Chief Executive Ofﬁcer of the Parent based on the information then known to him, that one or more of the following has occurred: (i) the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or of fense under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company or any of its Afﬁliates; (ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct; (iii) the Executive willfully fails to perform or uphold Executive’ s duties under this Agreement and/or willfully fails to comply with16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 19/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 20/54reasonable directives of the Board and/or Chief Executive Ofﬁcer of the Parent, in either case after there has been delivered to the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten (10) days of receiving such written notice thereof; or (iv) any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Afﬁliates. (d) As used herein, “ Change in Control ” shall mean the following: (i) The consummation by the Parent of a mer ger, consolidation, reor ganization, or business combination, other than a transaction: (A) Which results in the Parent’ s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of the transaction, controls, directly or indirectly , the Parent or owns, directly or indirectly , all or substantially all of the Parent’ s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity ”)) directly or indirectly , at least a majority of the combined voting power of the Successor Entity’ s outstanding voting securities immediately after the transaction, and; (B) After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)) beneﬁcially owns (within the meaning of Rule 13d-3 under the Exchange Act) voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however , that no person or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneﬁcially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction; or (ii) A sale or other disposition of all or substantially all of the Parent’ s assets in any single transaction or series of related transactions; or (iii) A transaction or series of transactions (other than an offering of stock to the general public through a16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 21/5411registration statement ﬁled with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 22/5414(d)(2) of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee beneﬁt plan maintained by the Parent or any of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by , or is under common control with, the Parent) directly or indirectly acquires beneﬁcial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total combined voting power of the Parent’ s securities outstanding immediately after such acquisition; or (iv) Individuals who, on the Ef fective Date, constitute the Board together with any new director(s) whose election by the Board was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof. (e) As used herein, “ Disability ” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of Executive’ s employment with the Company , even with reasonable accommodation that does not impose an undue hardship on the Company , for more than 90 days in any 180-day period, unless a longer period is required by federal or state law , in which case that longer period would apply . (f) As used herein, “ Good Reason ” shall mean that the Executive has complied with the \" Good Reason Process \" following the occurrence of any of the following events (referred to individually as a \" Good Reason Event \" and collectively as \" Good Reason Events \"): (A) any substantial adverse change, not consented to by the Executive in a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions, or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary ofﬁces at which the Executive is principally employed to a location more than sixty (60) miles from the Company's current principal ofﬁces, or the requirement by the Company for the Executive to be based anywhere other than the Company's principal ofﬁces at such current location (or more than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’ s business to an extent substantially consistent with the Executive's current business travel obligations. (g) As used herein, \" Good Reason Process \" shall mean that (i) the Executive reasonably determines in good faith that a Good Reason Event has occurred; (ii) the Executive notiﬁes the Company in writing (such notice to be delivered in accordance with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’ s intent to16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 23/541216/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 24/5413terminate employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty (30) days following such notice and has not been modiﬁed or cured in a manner acceptable to the Executive, in which case the Executive’ s employment shall automatically terminate on the thirty-ﬁrst (31 st) day after the date such notice is given. (h) As used herein, the term “ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company , a corporation, an association, a joint stock company , a trust, a joint venture, an unincorporated or ganization and a governmental entity or any department, agency or political subdivision thereof. (i) As used herein, “ Retirement Qualiﬁcations ” means that, as of the agreed Retirement Date, Executive: (i) is 55 years or older , (ii) has been employed by the Company or one of its Afﬁliates for ten or more years and (iii) the Executive’ s age plus the number of years the Executive has been employed with the Company or its Afﬁliates is greater than or equal to 70. (j) As used herein, a “ Separation from Service ” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative deﬁnitions available thereunder . 5.6 Notice of Termination . Any termination of the Executive’ s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party . This notice of termination must be delivered in accordance with Section 18 and must indicate the speciﬁc provision(s) of this Agreement relied upon in ef fecting the termination and the basis of any termination by the Company for Cause or by the Executive for Good Reason. 5.7 Section 409A and 457A . (a) If the Executive is a “speciﬁed employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’ s Separation from Service, the Executive shall not be entitled to any payment or beneﬁt pursuant to Sections 5.3(b), (c) or (d) until the earlier of (i) the date which is six (6) months after Executive’ s Separation from Service for any reason other than death, or (ii) the date of the Executive’ s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For purposes of clarity , the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury Regulation Section 1.409A-1(b) (4) or severance16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 25/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 26/54pay contemplated by Treasury Regulation Section 1.409A- 1(b)(9)(iii) to the extent of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’ s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’ s Separation from Service (or, if earlier , as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’ s death). (b) To the extent that any beneﬁts pursuant to Sections 5.3(b)(ii), (c)(ii) or (d)(v) or reimbursements pursuant to Section 4 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’ s taxable year following the taxable year in which the related expense was incurred. The beneﬁts and reimbursements pursuant to Sections 5.3(b)(ii), (c)(ii) and (d)(v) and Section 4 are not subject to liquidation or exchange for another beneﬁt and the amount of such beneﬁts and reimbursements that the Executive receives in one taxable year shall not affect the amount of such beneﬁts or reimbursements that the Executive receives in any other taxable year . (c) Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code, the deﬁnition of Change in Control will be interpreted to mean a change in the ownership, ef fective control or ownership of a substantial portion of assets of Parent within the meaning of Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A and 457A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation of any tax, penalty or interest pursuant to Section 409A and 457A of the Code. 5.8 Possible Limitation of Beneﬁts in Connection with a Change in Contr ol. Notwithstanding anything contained in this Agreement to the contrary , if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor tax (the “ Excise Tax”) applies to any payments, beneﬁts and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other equity awards (collectively , the “ Total Payments ”), then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after - tax beneﬁt to the Executive is greater after giving ef fect to such reduction16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 27/541416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 28/54than if no such reduction had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by ﬁrst reducing or eliminating any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’ s rights and entitlements to any beneﬁts or compensation. 6. Protective Covenants. 6.1 Conﬁdential Information; Inventions . (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter , any Conﬁdential Information (as deﬁned below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’ s performance in good faith of duties for the Company . The Executive will take all appropriate steps to safeguard Conﬁdential Information in Executive’ s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Conﬁdential Information or the Work Product (as hereinafter deﬁned) of the business of the Company or any of its Afﬁliates which the Executive may then possess or have under Executive’ s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of conﬁdential information that: (a) is made in conﬁdence to a federal, state, or local16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 29/541516/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 30/54government ofﬁcial, either directly or indirectly , or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is ﬁled in a lawsuit or other proceeding, provided that such ﬁling is made under seal. Further , the Executive understands that the Company will not retaliate against him in any way for any such disclosure made in accordance with the law . In the event a disclosure is made, and the Executive ﬁles any type of proceeding against the Company alleging that the Company retaliated against the Executive because of his disclosure, the Executive may disclose the relevant conﬁdential information to his attorney and may use the conﬁdential information in the proceeding if (x) the Executive ﬁles any document containing the conﬁdential information under seal, and (y) the Executive does not otherwise disclose the conﬁdential information except pursuant to court order . (b) As used in this Agreement, the term “ Conﬁdential Information ” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Afﬁliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Ef fective Date) concerning (i) the business or af fairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) ﬂow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Conﬁdential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Conﬁdential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. (c) As used in this Agreement, the term “ Work Product ” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 31/541616/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 32/54to the Company’ s or any of its Afﬁliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Afﬁliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Ef fective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during Executive’ s employment by the Company or any of its Afﬁliates prior to the Ef fective Date or that he may discover , invent or originate during the Period of Employment or at any time prior to the Severance Date, shall be the exclusive property of the Company and its Afﬁliates, as applicable, and Executive hereby assigns all of Executive’ s right, title and interest in and to such Work Product to the Company or its applicable Afﬁliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company , shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Afﬁliates’, as applicable) rights therein, and shall assist the Company , at the Company’ s expense, in obtaining, defending and enforcing the Company’ s (or any of its Afﬁliates’, as applicable) rights therein. The Executive hereby appoints the Company as Executive’ s attorney-in-fact to execute on Executive’ s behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’ s (and any of its Afﬁliates’, as applicable) rights to any Work Product. 6.2 Restriction on Competition . The Executive acknowledges that, in the course of Executive’ s employment with the Company and/or its Afﬁliates, he has become familiar , or will become familiar , with the Company’ s and its Afﬁliates’ and their predecessors’ trade secrets and with other Conﬁdential Information concerning the Company , its Afﬁliates and their respective predecessors and that Executive’ s services have been and will be of special, unique and extraordinary value to the Company and its Afﬁliates. The Executive agrees that if the Executive were to become employed by , or substantially involved in, the business of a competitor of the Company or any of its Afﬁliates following the Severance Date, it would be very difﬁcult for the Executive not to rely on or use the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information. Thus, to avoid the inevitable disclosure of the Company’ s and its Afﬁliates’ trade secrets and Conﬁdential Information, and to protect such trade secrets and Conﬁdential Information and the Company’ s and its Afﬁliates’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the ﬁnancing, operation, 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 33/541716/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 34/5418management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or proﬁt participation interest in such enterprise, whether as an owner , stockholder , member , partner , joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director , ofﬁcer , licensor of technology or otherwise. For purposes of this Agreement, “Competing Business ” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Afﬁliates engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “ Restricted Area ”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with the Company or any of its Afﬁliates in the passenger cruise ship industry (the “ Business ”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions provided for in this Section 6.2 in exchange for the Executive’ s agreement to forfeit all or a portion of the Severance Beneﬁt payable under Section 5.3(b), the Change in Control Severance Beneﬁt payable under Section 5.3(c) or retirement beneﬁts in Section 5.3(d). Any such agreement between the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other written agreement between the Executive and the Company determined by the Company . 6.3 Non-Solicitation of Employees and Consultants . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Afﬁliate of the Company to leave the employ or service, as applicable, of the Company or such Afﬁliate, or in any way interfere with the relationship between the Company or any such Afﬁliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Afﬁliate of the Company until twelve months after such individual’ s employment relationship with the Company or such Afﬁliate has been terminated. 6.4 Non-Solicitation of Customers . During the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly through any other Person inﬂuence or attempt to inﬂuence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Afﬁliate of the Company to divert their business away from the Company or such Afﬁliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Afﬁliate of the Company , on the one hand, and any of its or their customers, 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 35/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 36/5419suppliers, vendors, lessors, licensors, joint venturers, associates, ofﬁcers, employees, consultants, managers, partners, members or investors, on the other hand. 6.5 Understanding of Covenants . The Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section 6 (together , the “ Restrictive Covenants ”), (ii) is fully aware of Executive’ s obligations hereunder , (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Afﬁliates currently conduct business throughout the continental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’ s and its Afﬁliates’ conﬁdential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive Covenants will continue in ef fect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or beneﬁts from the Company . The Executive understands that the Restrictive Covenants may limit Executive’ s ability to earn a livelihood in a business similar to the Business of the Company and any of its Afﬁliates, but he nevertheless believes that he has received and will receive sufﬁcient consideration and other beneﬁts as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given Executive’ s education, skills and ability), the Executive does not believe would prevent Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a beneﬁt upon the Company disproportionate to the detriment of the Executive. 6.6 Cooperation . Following the Executive’ s last day of employment by the Company , the Executive shall reasonably cooperate with the Company and its Afﬁliates in connection with: (a) any ongoing Company matter , internal or governmental investigation or administrative, regulatory , arbitral or judicial proceeding involving the Company and any Afﬁliates with respect to matters relating to the Executive’ s employment with, or service as a member of the board of directors of, the Company or any Afﬁliate (collectively , “Litigation”); or (b) any audit of the ﬁnancial statements of the Company or any Afﬁliate with respect to the period of time when the Executive was employed by the Company or any Afﬁliate (“ Audit ”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself or herself available to the Company or any Afﬁliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or afﬁdavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Afﬁliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Afﬁliate pertinent information related to any Litigation or Audit; and (iv) turning over to the Company or any Afﬁliate any documents relevant to any Litigation or Audit that are or may come into the Executive’ s possession. The Company shall 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 37/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 38/5420reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.6, including lodging and meals, upon the Executive’ s submission of receipts. If, due to an actual or potential conﬂict of interest, it is necessary for the Executive to retain separate counsel in connection with providing the services under this Section 6.6, and such counsel is not otherwise supplied by and at the expense of the Company (pursuant to indemniﬁcation rights of the Executive or otherwise), the Company shall further reimburse the Executive for the reasonable fees and expenses of such separate counsel. 6.7 Enfor cement . The Executive agrees that the Executive’ s services are unique and that he has access to Conﬁdential Information and Work Product. Accordingly , without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difﬁcult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain speciﬁc performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive Covenant is in ef fect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. 7. Withholding Taxes. Notwithstanding anything else herein to the contrary , the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. 8. Successors and Assigns . (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the beneﬁt of and be enforceable by the Executive’ s legal representatives. (b) This Agreement shall inure to the beneﬁt of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, mer ger, consolidation or otherwise) to all or substantially all of the business and/or assets of the16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 39/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 40/5421Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore deﬁned and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. 9. Number and Gender; Examples . Where the context requires, the singular shall include the plural, the plural shall include the singular , and any gender shall include all other genders. Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. 10. Section Headings . The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. 11. Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE ST ATE OF FLORIDA WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 12. Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , and if the rights and obligations of any party under this Agreement will not be materially and adversely af fected thereby , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction.16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 41/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 42/542213. Entir e Agreement; Legal Effect . This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the Ef fective Date, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or ef fect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. 14. Modiﬁcations . This Agreement may not be amended, modiﬁed or changed (in whole or in part), except by a formal, deﬁnitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 15. Waiver . Neither the failure nor any delay on the part of a party to exercise any right, remedy , power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy , power or privilege preclude any other or further exercise of the same or of any right, remedy , power or privilege, nor shall any waiver of any right, remedy , power or privilege with respect to any occurrence be construed as a waiver of such right, remedy , power or privilege with respect to any other occurrence. No waiver shall be ef fective unless it is in writing and is signed by the party asserted to have granted such waiver . 16. Waiver of Jury Trial. EACH OF THE P ARTIES HERET O HEREBY IRREVOCABL Y WAIVES ALL RIGHT TO TRIAL BY JUR Y IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELA TING TO THIS AGREEMENT . 17. Remedies . Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement speciﬁcally to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor . The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for speciﬁc performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or ﬁnding or any judgment or verdict thereon is entered against either party . 18. Notices . Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by ﬁrst class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (char ges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has speciﬁed by prior written notice to the sending party . Notices will be deemed 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 43/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 44/5423to have been given hereunder and received when delivered personally , ﬁve days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. if to the Company: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and Chief Talent Ofﬁcer with a copy to: NCL (Bahamas) Ltd. 7665 Corporate Center Drive Miami, FL 33126 Attn: Executive Vice President and General Counsel if to the Executive, to the address most recently on ﬁle in the payroll records of the Company . 19. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 20. Legal Counsel; Mutual Drafting . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so. 21. Indemniﬁcation . The Company agrees to indemnify and hold the Executive harmless against all costs, char ges and expenses whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director , ofﬁcer or employee of Parent, the Company or any of their Afﬁliates to the fullest extent permitted by applicable laws and the Company’ s (or Parent’ s, as applicable) governing documents, in each case as in ef fect at the time of the subject act or omission; provided, however , that in no event shall the Executive’ s indemniﬁcation rights and the rights to advancement of fees and expenses at any time be less favorable than the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 45/5424indemniﬁcation rights and rights to advancement of fees and expenses generally available to ofﬁcers or directors of the Company or Parent. 22. Clawback . All bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to the terms of the Company’ s or Parent’ s recoupment, clawback or similar policy as it may be in ef fect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of bonuses or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received from a disposition of the shares acquired upon payment of the bonuses or equity awards). (Signatur e Page to Follow)16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 46/54IN WITNESS WHEREOF , the Company and the Executive have executed this Agreement as of the date hereof. “COMP ANY ” NCL (Bahamas) Ltd. a company or ganized under the laws of Bermuda By: /s/Lynn White Name: L ynn White Title: Executive Vice President, Chief Talent Ofﬁcer “EXECUTIVE ” /s/David Herrera David Herrera 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 47/54Exhibit A FORM OF RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive ”), and NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda (the “ Company ”). WHEREAS , Executive has been employed by the Company or one of its subsidiaries; and WHEREAS , Executive’ s employment by the Company or one of its subsidiaries has terminated and, in connection with the Executive’ s Employment Agreement with the Company , dated as of [______________] (the “ Employment Agreement ”), the Company and Executive desire to enter into this Release Agreement upon the terms set forth herein; NOW , THEREFORE , in consideration of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the Company to pay severance and other beneﬁts (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement, Executive and the Company agree as follows: 1. Termination of Employment . Executive’ s employment with the Company terminated on [_________, __________] (the “ Separation Date ”). Executive waives any right or claim to reinstatement as an employee of the Company and each of its afﬁliates. Executive hereby conﬁrms that Executive does not hold any position as an ofﬁcer , director or employee with the Company and each of its afﬁliates. Executive acknowledges and agrees that Executive has received all amounts owed for Executive’ s regular and usual salary (including, but not limited to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual beneﬁts. 2. Release . Executive, on behalf of Executive, Executive’ s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and dischar ges the Company and each of its parents, subsidiaries and afﬁliates, past and present, as well as its and their trustees, directors, ofﬁcers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the “ Releasees ,” with respect to and from any and all claims, wages, demands, rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law , equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “ Claim ”), which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees (including, without limitation, any Claim arising out of or in any way connected with Executive’ s service as an ofﬁcer , director , employee, member or manager of any Releasee, Executive’ s separation from Executive’ s position as an ofﬁcer , director , employee, manager and/or member , as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever), whether known or unknown, suspected or16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 48/54unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including, without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal, state or local law , regulation, or ordinance, or any Claim for severance pay , equity compensation, bonus, sick leave, holiday pay , vacation pay, life insurance, health or medical insurance or any other fringe beneﬁt, workers’ compensation or disability (the “ Release ”); provided, however , that the foregoing Release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its afﬁliates to Executive, to the extent that such awards continue after the termination of Executive’ s employment with the Company in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (2) any right to indemniﬁcation that Executive may have pursuant to the Employment Agreement, Bylaws of the Company , its Articles of Incorporation or under any written indemniﬁcation agreement with the Company (or any corresponding provision of any subsidiary or afﬁliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’ s service as an employee, ofﬁcer or director of the Company or any of its subsidiaries or afﬁliates; (3) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or afﬁliate) directors and ofﬁcers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); (5) any rights to the severance and other beneﬁts payable under Section 5.3 of the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of beneﬁts that Executive may have under a retirement plan sponsored or maintained by the Company or its afﬁliates that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that cannot be so released as a matter of applicable law . Executive acknowledges and agrees that he has received any and all leave and other beneﬁts that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. 3. ADEA Waiver . Executive expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), which have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that: A. In return for this Release Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering into this Release Agreement; B. Executive is hereby advised in writing by this Release Agreement to consult with an attorney before signing this Release Agreement; C. Executive has voluntarily chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it;16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 49/5416/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 50/54D. Executive was given a copy of this Release Agreement on [_________, 20__] and informed that he had twenty one (21) days within which to consider this Release Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute the Endorsement attached hereto; E. Executive was informed that he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’ s right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement; F. Nothing in this Release Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless speciﬁcally authorized by federal law . 4. Non-Disparagement . Executive agrees not to make, directly or indirectly , whether verbal or in writing, any damaging or disparaging statements, representations or remarks about or concerning Employer or any of the Releasees. 5. No Transferred Claims . Executive warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release Agreement any released matter or any part or portion thereof and he shall defend, indemnify and hold the Company and each of its afﬁliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. 6. Severability . It is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly , if any particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law , such provision, as to such jurisdiction, shall be inef fective, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement or af fecting the validity or enforceability of such provision in any other jurisdiction. 7. Counterparts . This Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 51/54same agreement. This Release Agreement shall become binding when one or more counterparts hereof, individually or taken together , shall bear the signatures of all of the parties reﬂected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 8. Successors . This Release Agreement is personal to Executive and shall not, without the prior written consent of the Company , be assignable by Executive. This Release Agreement shall inure to the beneﬁt of and be binding upon the Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, ﬁrm, corporation or other business entity which at any time, whether by purchase, mer ger, acquisition of assets, or otherwise, directly or indirectly acquires the ownership of the Company , acquires all or substantially all of the Company’ s assets, or to which the Company assigns this Release Agreement by operation of law or otherwise. 9. Governing Law . THIS RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY UNITED ST ATES FEDERAL LAW, THE LA WS OF THE ST ATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LA W OR CONFLICTING PROVISION OR RULE (WHETHER OF THE ST ATE OF FLORIDA OR ANY OTHER JURISDICTION) THA T WOULD CAUSE THE LA WS OF ANY JURISDICTION OTHER THAN UNITED ST ATES FEDERAL LAW AND THE LAW OF THE ST ATE OF FLORIDA TO BE APPLIED. IN FUR THERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE ST ATE OF FLORIDA, WILL CONTROL THE INTERPRET ATION AND CONSTRUCTION OF THIS RELEASE AGREEMENT , EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LA W OR CONFLICT OF LA W ANAL YSIS, THE SUBST ANTIVE LA W OF SOME OTHER JURISDICTION WOULD ORDINARIL Y APPL Y. 10. Amendment and Waiver . The provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver of such provisions or af fect the validity , binding ef fect or enforceability of this Release Agreement or any provision hereof. 11. Descriptive Headings . The descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement. 12. Construction . Where speciﬁc language is used to clarify by example a general statement contained herein, such speciﬁc language shall not be deemed to modify , limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party .16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 52/5413. Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa. 14. Legal Counsel . Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely , is entering into it freely and voluntarily , and has been advised to seek counsel prior to entering into this Release Agreement and he has had ample opportunity to do so. The undersigned have read and understand the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Florida that the foregoing is true and correct. EXECUTED this ____ day of _________ 20__, at _________ “Executive” Print Name: NCL (Bahamas) Ltd., a company or ganized under the laws of Bermuda, By: Name: Title: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 53/54ENDORSEMENT I, ________________, hereby acknowledge that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior to the expiration of the 21-day period. I declare under penalty of perjury under the laws of the United States and the State of Florida that the foregoing is true and correct. EXECUTED this [____] day of [__________ 20__]. Print Name: 16/04/2025, 06:33 mcc.law.stanford.edu/capi/ﬁle/1031608 https://mcc.law.stanford.edu/capi/ﬁle/1031608 54/54

[Assistant] {"clause_text": "Termination without cause requires written notice.", "clause_type": "Termination", "compliance_status": "Compliant", "legal_justification": "Provides for fair termination procedure."}


[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: Letter of Appointment Date : 2023 - 09 - 20 Name : Daham Dineth Moksha Rajapakse Address : 4/4A, Mahena, Pahalayagoda , Ganemulla NIC : 200425202517 Dear Mr. Daham Rajapakse , We are pleased to officially welcome you to the BRYLIX Pvt Ltd team as a Assosia te Software Engineer. We were impressed by your skills, experience, and dedication to the field of software engineering during the selection process. Your employment with BRYLIX Pvt Ltd will commence on September 6th, 202 2. Your starting salary will be Rs. 50,000 per month. As a Associate Software Engineer, you will play a crucial role in our development projects, leveraging your expertise to create robust and dynamic web applications. We believe that your background in software engineering, along with your specialization in utilizing the Laravel framework, will greatly contribute to the success of our company's projects. Your commitment to innovation and problem - solving aligns perfectly with our values. Please note that your employment is subject to the terms and conditions outlined in the employment contract, which you will receive separately. This letter serves as a formal agreement of your employment terms. Once again, we extend our warmest welcome to you. We are excited about the contributions you will make to Brylix Pvt Ltd and are confident that your skills and dedication will help us achieve new heights. Please sign and return a copy of this letter to indicate your acceptance of the terms. Should you have any questions or require further information, please feel free to contact us at [HR Contact Information]. We look forward to a successful and mutually beneficial partnership. Once again, we extend our warmest welcome to you. We are excited about the contributions you will make to BRYLIX Pvt Ltd and are confident that your skills and dedication will help us achieve new heights. Please sign and return a copy of this letter to indicate your acceptance of the terms. Should you have any questions or require further information, please feel free to contact us at contact@brylix.com . We look forward to a successful and mutually beneficial partnership. Signed by the Employee:……………………………………………………………………. Daham Dineth Moksha Rajapakse Signed on behalf of the Company:……………………………………………………………………. Name: Chamindu Yasitha Hennayake – Director of BRYLIX (pvt) Ltd.

[Assistant] {"clause_text": "No clause found related to working hours.", "clause_type": NaN, "compliance_status": NaN, "legal_justification": NaN}