Exhibit 10.67

            


            
            CARNIVAL CORPORATION


            
            RESTRICTED STOCK UNIT AGREEMENT


             


            
            Carnival Corporation (the
            “Company”), having
            heretofore adopted the Carnival Corporation 2002 Stock Plan (as amended through the
            date hereof) (the
            “Plan”), hereby
            irrevocably grants to ______________ (the
            “Executive”), effective
            ________________ (the “Grant
            Date”), a Restricted Stock Unit Award (the
            “RSU
            Award”), consisting of
            _______________ restricted stock units
            (“RSUs”), which is in
            the form of a conditional allocation of shares in the Company, on terms and conditions
            set forth herein. Each capitalized term used in this Agreement and not otherwise
            defined herein shall have the meaning assigned to it in the Plan.


             


            
            1. This Agreement shall be subject to all the terms and provisions of
            the Plan, which are incorporated by reference herein and are made a part hereof. In the
            event of any inconsistency between the provisions of this Agreement and the provisions
            of the Plan, the provisions of the Plan shall govern.


             


            
            2.         Each RSU
            comprised in your RSU Award is equivalent to a hypothetical investment in one share of
            the Company’s common stock, par value $.01 (a
            Share). Your RSU Award is in the
            form of a conditional allocation of Shares that will be of no effect until expiry of
            the Restricted Period and attainment of certain vesting criteria. Subject to Section 3
            of this Agreement, the Restricted Period applying to the RSUs shall expire with respect
            to 100% of the RSUs initially granted hereunder on the third anniversary of the Grant
            Date; provided however, that where
            the release of the RSU Award would be prohibited by law or the Company’s dealing
            rules the Restricted Period will be extended until the expiry of the
            prohibition.


            
             


            
            3.         Notwithstanding
            the provisions of paragraph 2, if (i) there is a Change of Control or (ii) the
            Executive’s employment with the Company or any Subsidiary shall terminate by
            reason of his death or Disability, the Restricted Period shall expire as to 100% of the
            RSUs. If the Executive’s employment with the Company or any Subsidiary shall
            terminate by reason of Retirement the Restricted Period shall continue to vest
            according to the timeframes set forth in paragraph 2. Upon the termination of the
            Executive’s employment with the Company or any Subsidiary for any reason other
            than death, Retirement or Disability, all of the RSUs as to which the Restricted Period
            has not expired shall be forfeited and all rights of the Executive in respect of such
            RSUs shall terminate without further obligation on the part of the Company.


            
            The RSUs and the rights evidenced hereby are not transferable in any
            manner other than by will or by the laws of descent and distribution. Notwithstanding
            the above, the Company shall recognize the Executive’s duly executed Beneficiary
            Designation Form on file with the Company, in the event of the Executive’s death
            prior to the expiration of the Restricted Period.


            
            4.         No Shares shall
            be issued at the Grant Date in respect of the RSUs, and the Executive shall have no
            rights (whether legal or beneficial) as a holder of Shares in


             

            

            


            

            

            


            
            2


             


             


            
            respect of the RSUs. The Company shall not be required to set aside any
            fund for the payment of the RSUs.


            
            5.         Pending the
            expiration of the Restricted Period, each RSU shall be credited with dividend
            equivalents equal to the value of cash and stock dividends paid with respect to one
            Share, and such cash and stock dividend equivalents shall be withheld by the Company
            for the Executive’s account, [and interest shall be credited on the amount of
            cash dividend equivalents withheld at a rate of 2% per annum,] in accordance with such
            terms as are established by the Committee. The cash dividend equivalents and stock
            dividend equivalents so withheld and attributable to any particular RSU, and earnings
            thereon, shall be distributed to the Executive upon the settlement of the RSU in
            accordance with Section 6 of this Agreement and, if such RSU is forfeited, the
            Executive shall have no right to such cash dividend equivalents, stock dividend
            equivalents or earnings thereon.


            
            6.         Upon the
            expiration of the Restricted Period with respect to RSUs which have not been forfeited
            in accordance with the second sentence of Section 3 of this Agreement, the Company
            shall deliver to the Executive, or his or her beneficiary, without charge one Share for
            each RSU with respect to which the Restricted Period has expired and the dividend
            equivalents associated therewith. The dividend equivalents shall be settled in Shares
            the number of which shall be equal to the accumulated value of the dividend equivalents
            and earnings thereon divided by the Fair Market Value of one Share as of the date on
            which the Restricted Period lapsed up to the extent such accumulated value equates
            whole Shares.


            
            Following expiration of the Restricted Period and attainment of the
            vesting the Company shall procure the delivery to you of one Share for each Restricted
            Share Unit which has vested.


             


            
            7.         Nothing in the
            Plan or this Agreement shall confer upon the Executive any right to continue in the
            employ of the Company or any Affiliate or shall interfere with or restrict in any way
            the right of the Company or any Subsidiary, which are hereby expressly reserved, to
            remove, terminate or discharge the Executive at any time for any reason whatsoever,
            with or without, Cause.


            
            8.         Upon the
            settlement of the RSUs in Shares, the Executive shall be required as a condition of
            such settlement to pay to the Company by check the amount of any tax withholding that
            the Company determines is required; provided
            that, the Executive may elect to satisfy such tax withholding obligation
            by having the Company withhold from the settlement that number of Shares having a Fair
            Market Value equal to the amount of such withholding;
            provided,
            further, that the number of Shares that may
            be so withheld by the Company shall be limited to that number of Shares having an
            aggregate Fair Market Value on the date of such withholding equal to the aggregate
            amount of the Executive’s federal, state, and local tax liabilities based upon
            the applicable minimum withholding rates. The Company’s obligation to deliver any
            Shares, to the Executive in connection with the RSU Award shall be subject to
            the


             


             


             

            

            


            

            


            
            3


             


             


            
            Executive’s payment of all applicable federal, state and local
            withholding and employment taxes. The Company’s obligation to deliver Shares in
            respect of the RSU Award shall be subject to all applicable laws, rules and regulations
            and such approvals by any governmental agency as may be required.


            
            9.         The Committee
            shall have final authority to interpret and construe the Plan and this Agreement and to
            make any and all determinations under them, and its decision shall be binding and
            conclusive upon the Company, its Affiliates, the Executive and the Executive’s
            legal representatives and beneficiaries in respect of any questions arising under the
            Plan or this Agreement.


            
            10.       This Agreement and the Plan
            contain the entire agreement and understanding of the parties hereto with respect to
            the subject matter contained herein and supersede all prior communications,
            representations and negotiations in respect thereto.


            
            11.       This Agreement shall be
            governed by, and construed in accordance with, the laws of the State of Florida without
            regard to the principles of conflicts of law thereof, or principles of conflicts of
            laws of any other jurisdiction which could cause the application of the laws of any
            jurisdiction other than the State of Florida.


            
            12.       The terms and provisions of
            this Agreement may be modified or amended as provided in the Plan.


            
             


            
            IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
            the date first written above.


            
            CARNIVAL CORPORATION


            
             


            
            __________________________________


            	
                        
                        By:

                    	
                        
                        Howard S. Frank

                    	
                        
                         

                    
	
                        
                        Title:

                    	
                        
                        Vice Chairman and

                    	
                        
                         

                    
	
                        
                         

                    	
                        
                        Chief Operating Officer

                    
	
                    	
                    	
                    	
                    



            
             


            
             


            
            EXECUTIVE


            
             


            
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