Exhibit 10.1


 


 


C
A R N I V A L


C
O R P O R A T I O N & P L C


 


November 2, 2022 


 


Mr. Arnold W. Donald


Carnival Corporation & plc


3655 NW 87th Avenue


Miami, FL 33178


 


RE: Consulting Agreement


 


Dear Arnold:


 


This letter agreement (the
 “Consulting Agreement”) will detail the terms of the consulting arrangement entered into between Carnival Corporation and
Carnival plc (collectively “Carnival”) and you following your resignation from employment with Carnival. Specifically, the
parties have agreed that you will make yourself reasonably available for consultation as needed to provide background information, industry
and Carnival experience and expertise, insights on diversity, equity, and inclusion, and advice to the Chair of the Board, the President
and Chief Executive Officer, and Carnival officers upon request, as well as other company-related responsibilities such as serving as
the Chair of the World Travel & Tourism Counsel (“WTTC”) or other membership duties as requested by the Chair or CEO.


 


In consideration for your
services, Carnival shall pay you $1,000,000.00 annually and such payment shall be compensation for all services under this Consulting
Agreement as described herein. Payment shall be made on a monthly basis. The parties agree that any travel expenses must be pre-authorized
by the CEO, and will be incurred on Carnival’s account or reimbursed in a manner consistent with the travel policy for general executives
of Carnival.


 


As a consultant, Carnival
employee benefits will no longer be available following November 30, 2022, with the exception that Carnival will continue to provide you
with the existing health care coverage for you and any beneficiaries who were currently on your health insurance plan as of the last date
of employment with Carnival. Carnival’s worker’s compensation will no longer be applicable and you will be responsible for
the payment of any taxes.


 


This Consulting Agreement
shall commence on December 1, 2022 and shall terminate on February 28, 2025. Carnival may, however, terminate this Consulting Agreement
with five days written notice in the event you violate any of the terms of this Consulting Agreement. You may terminate for any reason
with thirty (30) days written notice. In the event of early termination, all unpaid fees hereunder, or any unvested equity, shall immediately
cease and shall no longer be owed.


 






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For the duration of this Consulting
Agreement, you agree to abide by Carnival’s Code of Business Conduct and Ethics. The parties have agreed that for the duration of
this Consulting Agreement, you will not accept employment with any other entity; however, you are free to engage in other consulting relationships,
serve on other entities’ Boards, and provide other non-employment services, subject to the confidentiality, non-competition, and
non-disparagement clauses below.


 


Carnival owns, has, and will
develop and compile certain information, which is non-public, confidential or proprietary in nature. Such information is referred to in
this Consulting Agreement collectively as “Confidential Information”. You agree that, at all times during and after the term
of this Consulting Agreement and for a period of five (5) years thereafter, you will hold in trust, keep confidential, and protect the
value of all Confidential Information and will prevent the misappropriation or disclosure thereof. You will not disclose or use to your
benefit (or the benefit of any third party) or to the detriment of Carnival any Confidential Information. You acknowledge that you are
aware that the unauthorized disclosure of Confidential Information may be highly prejudicial to Carnival's interests, an invasion of privacy,
and an improper disclosure of trade secrets. Additionally, Carnival shall retain all right, title and interest in any and all work product
and deliverables completed under this Agreement. You agree that during the term of this Consulting Agreement and at all times thereafter:
(i) you will not use any Carnival Confidential Information for your own use or for any purpose other than the specific purpose of completing
the services contemplated in this Consulting Agreement; (ii) you shall not disclose any Carnival Confidential Information to any other
person or entity; and (iii) you will hold the Confidential Information in strict confidence and protect the Confidential Information from
disclosure using the same care you use to protect your own confidential information of like importance, but not less than reasonable care.
The Confidential Information will be kept confidential and will not, without Carnival’s prior written consent, either directly or
indirectly, be either (a) disclosed by you to any person or entity not a party hereto, in any manner whatsoever, in whole or in part,
or (b) used by you other than for internal purposes in connection with the Consulting Agreement.


 


You shall have the unencumbered
right to use the general knowledge, know how, experience or the skill (and for the avoidance of doubt without the aid of written materials
of any type produced in connection with this Consulting Agreement or during your employment with Carnival) gained while providing services
under this Agreement for the purpose of executing projects for other clients, subject to you maintaining the confidentiality of the Carnival
Confidential Information; provided, however, that you shall not, either directly or indirectly, provide any services to any direct competitor
of Carnival or any cruise line other than those of Carnival Corporation & plc (a) while you are providing services hereunder and (b)
for a period of six (6) months from the expiration or earlier termination of this Consulting Agreement, unless in each instance you have
received the prior written consent of Carnival, which may be withheld by Carnival in its sole discretion. Whether
another company or client of yours is a direct competitor of Carnival shall be determined by Carnival in its sole discretion. 
Additionally, during the term hereof and after the expiration or termination hereof, you shall not use any Confidential Information against
Carnival and shall not disparage Carnival in any form or manner.


 


You also agree that you shall
reasonably cooperate with Carnival and its counsel in connection with governmental investigation, subpoenas, or the negotiations, settlement,
defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of Carnival
that relate to events or occurrences that transpired during your employment with Carnival.


 






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Please indicate your acceptance
of these terms by signing where indicated below.


 


	 	Sincerely,
	 	 
	 	Carnival Corporation and Carnival plc
	 	 
	 	/s/ Bettina Deynes
	 	Bettina Deynes
	 	Chief Human Resources Officer




 


ACCEPTED AND AGREED TO: 


 


	/s/
    Arnold W. Donald	 	November 2, 2022
	Arnold W. Donald	 	Dated



 






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