EX-10.91



 Exhibit 10.91 
 DRIVING DEMAND 
 Description: This program is a special incentive in
addition to the annual management incentive opportunity which is designed to drive demand and, in turn, pricing for Norwegian Cruise Line over the period ending December 31, 2012. 
 Participants: The following individuals will participate in Driving Demand: 
  

			
	Kevin Sheehan	    	President & CEO
	Wendy Beck	    	EVP & CFO
	Andy Stuart	    	EVP, Global Sales & Passenger Services
	Bob Becker	    	SVP, Consumer Research
	Mike Flesch	    	SVP, Hotel Operations
	Crane Gladding	    	SVP, Revenue Management & Pax Svcs
	Maria Miller	    	SVP, Marketing
	Vivian Ewart	    	VP, Passenger Services
	Camille Olivere	    	SVP, Sales

 Plan Outline: Payouts under the Driving Demand Plan (“the Plan”) are contingent upon the Company
achieving EBITDA budgets for 2011 and 2012 that will be established by the Board of Directors. Within that parameter, the plan will pay out awards based on the attached matrix and the following factors: 

 

	 	•	 	 Net ticket per diem improvement as measured by the differential between Norwegian and one or more competitors as determined by the Board of Directors.



  

	 	•	 	 Guest Satisfaction as measured by Norwegian’s Guest Satisfaction survey. 



 

	 	•	 	 Travel Agent Advocacy as measured by Norwegian’s Partnership 2.0 survey. 



Strategic Goals: 
 Each
measurement is given its own strategic goal levels which will determine the level of payout achieved for the period in accordance with the attached matrix. The strategic goals for the three different measurements of the Plan (Net Ticket Per Diem
Improvement, Guest Satisfaction and Travel Agent Advocacy) will each have three different performance levels (Tiers) that will be determined by the Board of Directors and communicated to participants in the Plan. 







 Other Terms and Conditions: 

 

	 	1.	The payouts will be a percentage of the participating individual’s annual base salary as of April 1, 2011 depending upon the final Tier performance shown
below: 

  

			
	Tier I	  	25% of the annual base salary
		
	Tier II	  	50% of the annual base salary
		
	Tier III	  	100% of the annual base salary
	
	(Total cost of the plan, using current salaries, would be $3.7MM at the maximum Tier III performance.)

  

	 	2.	Participants must be actively employed by Norwegian Cruise Line at the time any payment is made. 


 

	 	3.	Payments will be made no later than the end of the first quarter in 2013 or when strategic measurements are available, whichever is later. 


 

	 	4.	Achievement of strategic criteria will be determined by the Chief Executive Officer and approved by the Board of Directors or Compensation Committee.


  

	 	5.	This Plan may be amended or terminated at any time upon recommendation of the Chief Executive Officer and approval of the Board of Directors. 








 PARTICIPATION BY PROGRAM GOAL 

 

													
	 	  	PRICING	 	 	TRAVEL AGENT
SATISFACTION	 	 	GUEST
SATISFACTION	 
	 Sheehan
	  	 	33	% 	 	 	33	% 	 	 	33	% 
	 Beck
	  	 	50	  	 	 	25	  	 	 	25	  
	 Stuart
	  	 	50	  	 	 	25	  	 	 	25	  
	 Becker
	  	 	100	  	 				 			
	 Flesch
	  				 				 	 	100	  
	 Gladding
	  	 	50	  	 	 	25	  	 	 	25	  
	 Miller
	  	 	50	  	 	 	25	  	 	 	25	  
	 Ewart
	  				 	 	75	  	 	 	25	  
	 Olivere
	  	 	75	  	 	 	25