Exhibit 10.61


 


NORWEGIAN CRUISE LINE HOLDINGS LTD.


 


DIRECTORS’ COMPENSATION POLICY



 


(Effective November 11, 2015)


 


Directors of Norwegian Cruise Line Holdings
Ltd., a company organized under the laws of Bermuda (the “Company”), who are not employed by the Company or one of
its subsidiaries (“non-employee directors”) are entitled to the compensation set forth below for their service as a
member of the Board of Directors (the “Board”) of the Company. Directors who are affiliated with Apollo, TPG or Genting
HK (“affiliated directors”) have elected to waive certain compensation under this policy, including any cash compensation,
equity awards and certain expense reimbursement, for so long as Apollo, TPG or Genting HK are shareholders of the Company. The
Board has the right to amend this policy from time to time.


 


	Cash Compensation	 	 	 	 
	Annual Cash Retainer	 	$	100,000	 
	Annual Chairperson Retainer	 	$	50,000	 
	Annual Audit Committee Chairperson Retainer	 	$	30,000	 
	Annual Compensation Committee Chairperson Retainer	 	$	20,000	 
	Annual Nominating and Governance Committee Chairperson Retainer	 	$	20,000	 
	Annual Audit Committee Member Retainer	 	$	15,000	 
	Out-of-Country Meeting Attendance Fee	 	$	10,000	 
	 	 	 	 	 
	Equity Compensation	 	 	 	 
	Annual Equity Award	 	$	125,000	 



 


Cash Compensation 


 


Each non-employee director will be entitled
to an annual cash retainer while serving on the Board in the amount set forth above (the “Annual Cash Retainer”). A
non-employee director who serves as the Chairperson of the Board will be entitled to an additional annual cash retainer while serving
in that position in the amount set forth above (the “Annual Chairperson Retainer”). A non-employee director who serves
as the Chairperson of the Audit Committee will be entitled to an additional annual cash retainer while serving in that position
in the amount set forth above (the “Annual Audit Committee Chairperson Retainer”). A non-employee director who serves
as the Chairperson of the Compensation Committee will be entitled to an additional annual cash retainer while serving in that position
in the amount set forth above (the “Annual Compensation Committee Chairperson Retainer”). A non-employee director who
serves as the Chairperson of the Nominating and Governance Committee will be entitled to an additional annual cash retainer while
serving in that position in the amount set forth above (the “Annual Nominating and Governance Committee Chairperson Retainer”).
A non-employee director who serves as a member of the Audit Committee (other than the Chairperson of the Audit Committee) will
be entitled to an additional annual cash retainer while serving in that position in the amount set forth above (the “Annual
Audit Committee Member Retainer”). A non-employee director who attends in person a Board or committee meeting located outside
of their country of residence will be entitled to a fee for attendance at the meeting in the amount set forth above (an “Out-of-Country
Meeting Attendance Fee”), provided that the director will only be entitled to one Out-of-Country Meeting Attendance Fee if
multiple Board or committee meetings are held on the same day or over consecutive days. Except for the Out-of-Country Meeting Attendance
Fee, no non-employee director will be entitled to a meeting fee for attending in-person or telephonically any other Board or committee
meetings.


 


The amounts of the Annual Cash Retainer,
Annual Chairperson Retainer, Annual Audit Committee Chairperson Retainer, Annual Compensation Committee Chairperson Retainer, Annual
Nominating and Governance Committee Chairperson Retainer and Annual Audit Committee Member Retainer are expressed as annualized
amounts. These retainers will be paid on a quarterly basis, at the end of each quarter in arrears, and will be pro-rated if a non-employee
director serves (or serves in the corresponding position, as the case may be) for only a portion of the quarter (with the proration
based on the number of calendar days in the quarter that the director served as a non-


 




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employee director or held the particular position, as the case
may be). Out-of-Country Meeting Attendance Fees for attendance at meetings that occur in a particular quarter will be paid at the
end of the quarter.


 


Equity Awards


 


Annual Equity Awards for Continuing
Board Members 


 


On the first business day of each calendar
year (beginning with the 2016 calendar year), each non-employee director then in office will automatically be granted an award
of restricted share units of the Company (an “Annual Restricted Share Unit Award”) determined by dividing (1) the Annual
Equity Award grant value set forth above by (2) the per-share closing price of an Ordinary Share on the first business day of that
year (rounded down to the nearest whole share). Subject to the non-employee director’s continued service, each Annual Restricted
Share Unit Award will vest in one installment on the first business day of the calendar year following the calendar year of the
grant.


 


For each new non-employee director appointed
or elected to the Board after the first business day of the calendar year, on the date that the new non-employee director first
becomes a member of the Board, the new non-employee director will automatically be entitled to a pro-rata portion of the Annual
Restricted Share Unit Award (a “Pro-Rata Annual Restricted Share Unit Award”) determined by dividing (1) a pro-rata
portion of the Annual Equity Award grant value set forth above by (2) the per-share closing price of an Ordinary Share on the date
the new non-employee director first became a member of the Board (rounded down to the nearest whole share). The pro-rata portion
of the Annual Equity Award grant value for purposes of a Pro-Rata Annual Restricted Share Unit Award will equal the Annual Equity
Award grant value set forth above multiplied by a fraction (not greater than one), the numerator of which is 12 minus the number
of whole months that as of the particular grant date had elapsed since the first business day of the year, and the denominator
of which is 12. Subject to the non-employee director’s continued service, each Pro-Rata Annual Restricted Share Unit Award
will vest in one installment on the first business day of the calendar year following the year the award was granted.


 


Elective Grants of Equity Awards


 


Non-employee directors may elect, prior
to the start of each applicable calendar year, to convert all or a portion of their Annual Cash Retainer (but not any Annual Chairperson
Retainer, Annual Audit Committee Chairperson Retainer, Annual Compensation Committee Chairperson Retainer, Annual Nominating and
Governance Committee Chairperson Retainer, Annual Audit Committee Member Retainer or Out-of-Country Meeting Attendance Fees) payable
with respect to the particular calendar year into the right to receive an award of restricted share units of the Company (an “Elective
Restricted Share Unit Award”). The Elective Restricted Share Unit Award shall automatically be granted on the first business
day of each calendar year in an amount determined by dividing (1) the amount of the Annual Cash Retainer elected to be so converted
by (2) the per-share closing price of an Ordinary Share on the first business day of the year (rounded down to the nearest whole
share). Subject to the non-employee director’s continued service, each Elective Restricted Share Unit Award will vest in
one installment on the first business day of the calendar year following the year the award was granted.


 


In order to elect to receive an Elective
Restricted Share Unit Award, non-employee directors must complete an election form in such form as the Board may prescribe from
time to time (an “Election Form”), and file such completed form with the Company prior to the start of the applicable
calendar year (i.e. if a director wants to convert his or her Annual Cash Retainer payable for the 2016 calendar year, the Election
Form must be filed prior to December 31, 2015). Once an Election Form is validly filed with the Company, it shall automatically
continue in effect for future calendar years unless the non-employee director changes or revokes his or her Election Form prior
to the beginning of any such future calendar years.


 


Provisions Applicable to All Equity
Awards


 


Each award of restricted share units will
be made under and subject to the terms and conditions of the Company’s 2013 Performance Incentive Plan (the “2013 Plan”)
or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant, and
will be evidenced by, and subject to


 




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the terms and conditions of, an award agreement
in the form approved by the Board to evidence such type of grant pursuant to this policy.


 


Expense Reimbursement 


 


All directors will be entitled to reimbursement
from the Company for their reasonable travel (including airfare and ground transportation), lodging and meal expenses incident
to meetings of the Board or committees thereof or in connection with other Board related business.


 


Product Familiarization 


 


It being in the interest of the Company
for non-employee directors of its Board to review and assess the Company’s products, the non-employee directors of the Board
are encouraged to take one cruise with one of the Company’s brands annually. Accordingly, the Company will annually provide
to each non-employee director one cabin for an up to 14 night cruise with the Company brand of their choice. Non-employee directors
and a guest of their choice will be accommodated in a penthouse level (or Haven equivalent) cabin with such accommodation to be
assigned by the Company’s revenue management department. The non-employee director will be responsible for taxes, port fees
and fuel supplements as well as all onboard spending and transportation to and from the ship (other than any transportation that
would otherwise be included in the ticket price of the cruise).


 


If a Board meeting is held on a cruise,
the Company will absorb the cost of the cruise fare for each non-employee director and any guests traveling with such non-employee
director in his or her stateroom. The non-employee director will be responsible for all onboard spending during such cruise.


 


In addition, non-employee directors and
their immediate families are entitled to participate in any Company discount program in effect that is generally available to all
Company employees for any additional cruises they may wish to take.


 


The Chairperson of the Compensation Committee
of the Board may approve certain exceptions to the “Product Familiarization” section of this policy.


 




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