Exhibit 10.72


             


            
            CARNIVAL CORPORATION


            
            EXECUTIVE RESTRICTED STOCK AGREEMENT


             


            
            THIS AGREEMENT (the
            “Agreement”) is made
            effective as of ______, ____, (hereinafter the
            “Grant Date”) between
            Carnival Corporation, a corporation organized under the laws of the Republic of Panama
            (the “Company”), and
            _________________ (the
            “Executive”), pursuant
            to the amended and restated Carnival Corporation 2002 Stock Plan (the
            “Plan”).


            R
            E C I T A L S:


             


            
            WHEREAS, the Company has adopted the amended and restated Carnival
            Corporation 2002 Stock Plan (the “Plan”), pursuant to which awards of
            restricted Shares may be granted; and


            
            WHEREAS, the Company desires to grant Executive an award of restricted
            Shares pursuant to the terms of this Agreement and the Plan.


            
            NOW THEREFORE, in consideration of the mutual covenants hereinafter set
            forth, the parties hereto agree as follows:


            
                	
                            
                            1.

                        	
                            
                            Grant of Restricted
                            Stock.

                        


            


            
            Subject to the terms and conditions set forth in the Plan and in this
            Agreement, the Company hereby grants to Executive a Restricted Stock Award consisting
            of _________ Shares (the “Restricted
            Stock”). The Restricted Stock is subject to the
            restrictions described herein, including forfeiture under the circumstances described
            in Section 5 hereof (the
            “Restrictions”). The
            Restrictions shall lapse and the Restricted Stock shall become nonforfeitable in
            accordance with Section 3 and Section 5 hereof.


            
                	
                            
                            2.

                        	
                            
                            Incorporation by Reference, Etc.

                        


            


            
            The provisions of the Plan are hereby incorporated herein by reference.
            Except as otherwise expressly set forth herein, this Agreement shall be construed in
            accordance with the provisions of the Plan and any capitalized terms not otherwise
            defined in this Agreement shall have the definitions set forth in the Plan. 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 Executive and his legal representative in respect of any
            questions arising under the Plan or this Agreement.


            
                	
                            
                            3.

                        	
                            
                            Lapse of
                            Restriction.

                        


            


            
            Except as otherwise provided in Section 5 hereof, and contingent upon
            Executive’s continued employment with a member of the Combined Group or an
            Affiliate, the Restrictions with respect to the Restricted Stock shall lapse on the
            third anniversary of the Grant Date. Notwithstanding the foregoing, the Committee shall
            have the authority to remove the Restrictions on the Restricted Stock whenever it may
            determine that, by reason of changes in


             

            
            

            

             


            
            applicable laws or other changes in circumstances arising after the
            Grant Date, such action is appropriate.


            
            Any shares of Restricted Stock for which the Restrictions have lapsed or
            been removed shall be referred to hereunder as “released
            Restricted Stock.”


            
                	
                            
                            4.

                        	
                            
                            Certificates.

                        


            


            
            Certificates evidencing the Restricted Stock shall be issued by the
            Company and shall be registered in Executive 's name on the stock transfer books of the
            Company promptly after the date hereof. Subject to Section 6 hereof, the certificates
            evidencing the Restricted Stock shall remain in the physical custody of Executive or
            Executive’s legal representative at all times prior to the date such Restricted
            Stock becomes released Restricted Stock.


            
                	
                            
                            5.

                        	
                            
                            Effect of Termination of
                            Employment.

                        


            


            
            (a)       Upon the termination of
            Executive’s employment with the Combined Group or an Affiliate due to death,
            Disability or Retirement, the Restrictions on the unreleased Restricted Stock shall be
            released according to the following:


            
            (i)        In the event the
            Executive terminates by reason of death or Disability, the Restrictions on the
            Restricted Stock shall lapse on the date of Executive’s death or Disability and
            the Restricted Stock shall become Released Restricted Stock.


            
            (ii)        In the event the
            Executive terminates by reason of Retirement, the Restrictions on the Restricted Stock
            shall lapse in accordance with Section 3 of this Restricted Stock Agreement, without
            regard to the requirement that the Executive remain employed with a member of the
            Combined Group or an Affiliate, unless and until the Executive engages in competition
            in violation of Section 10 hereof or violates the nondisclosure provisions set forth in
            Section 11 hereof.


            
            (iii)       In the event the
            Executive voluntarily terminates employment as a direct result of the Executive being
            diagnosed with a terminal medical condition, the Restrictions on the Restricted Stock
            shall lapse on the earlier of Executive’s death or the lapse date set forth in
            Section 3 of this Restricted Stock Agreement, unless and until the Executive engages in
            competition in violation of Section 10 hereof or violates the nondisclosure provisions
            set forth in Section 11 hereof.


            
            (iv)        In the event a
            member of the Combined Group or an Affiliate terminates the Executive’s
            employment with such company for a reason other than for cause, as defined in Section
            5(b)(i) below, the Restrictions on the Restricted Stock shall lapse in accordance with
            Section 3 of this Restricted Stock Agreement, without regard to the requirement that
            the Executive remain employed with a member of the Combined Group or an Affiliate,
            unless and until the Executive engages in competition in violation of Section 10 hereof
            or violates the nondisclosure provisions set forth in Section 11 hereof.


            
            (b)       Notwithstanding anything
            herein to the contrary, but subject to Section 5(a) above, no release of Restricted
            Stock shall be made, and all unreleased Restricted Stock issued hereunder and all
            rights under this Agreement shall be forfeited, if any of the following events shall
            occur:


             


            
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            (i)        The Executive’s
            employment with the Combined Group or an Affiliate is terminated for cause. For
            purposes of this Agreement, “for cause” shall be defined as any action or
            inaction by the Executive, which constitutes fraud, embezzlement, misappropriation,
            dishonesty, breach of trust, a felony or moral turpitude, as determined by its Board of
            Directors;


            
             


            
            (ii)        The Executive
            voluntarily terminates employment with the Combined Group or an Affiliate prior to
            Retirement unless such voluntary termination is directly related to death, Disability
            or the Executive being diagnosed with a terminal medical condition;


            
             


            
            (iii)       The Executive shall
            engage in competition, as more particularly described in Section 10 hereof, either (A)
            during the term of his employment with the Combined Group or an Affiliate; (B)
            following the Executive’s voluntary termination of his employment with the
            Combined Group or an Affiliate; or (C) following the employing company’s
            termination of the Executive’s employment for any reason; or


            
             


            
            (iv)      The Executive violates the
            nondisclosure provisions set forth in Section 11 hereof.

 
            
                	
                            
                            6.

                        	
                            
                            Rights as a
                            Shareholder.

                        


            


            
            Executive shall be the record owner of the Restricted Stock unless and
            until such shares are forfeited pursuant to Section 3 or 5 hereof, and as record owner
            shall be entitled to all rights of a common shareholder of the Company;
            provided that the Restricted Stock shall be
            subject to the limitations on transfer and encumbrance set forth in this Agreement. As
            soon as practicable following the lapse or removal of Restrictions on any Restricted
            Stock, Executive shall return the certificate representing such released Restricted
            Stock to the Company and the Company shall deliver to Executive or Executive’s
            legal representative a replacement certificate for such released Restricted Stock with
            the restrictive legend removed. In the event the Restricted Stock is forfeited pursuant
            to Section 5 hereof, Executive shall immediately return the certificate evidencing such
            forfeited unreleased Restricted Stock to the Company and Executive's name shall be
            removed from the stock transfer books of the Company.


            
                	
                            
                            7.

                        	
                            
                            Restrictive
                            Legend.

                        


            


            
            All certificates representing Restricted Stock shall have affixed
            thereto a legend in substantially the following form, in addition to any other legends
            that may be required under federal or state securities laws:


            
            TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS
            RESTRICTED PURSUANT TO THE TERMS OF THE CARNIVAL CORPORATION 2002 STOCK PLAN, AS
            AMENDED FROM TIME TO TIME, AND A RESTRICTED STOCK AGREEMENT, DATED AS OF _______,
            BETWEEN CARNIVAL CORPORATION AND ___________. COPIES OF SUCH PLAN AND AGREEMENT ARE ON
            FILE AT THE OFFICES OF CARNIVAL CORPORATION.


            
             


            
                 
            


            
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                        8.

                    	
                        
                        Transferability.

                    



            
            The Restricted Stock may not, at any time prior to becoming released
            Restricted Stock, be assigned, alienated, pledged, attached, sold or otherwise
            transferred or encumbered by Executive, and any such purported assignment, alienation,
            pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
            against the Company;
            provided,
            that, the designation of a beneficiary
            shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
            encumbrance. Notwithstanding the foregoing, unreleased Restricted Stock may be
            transferred by the Executive, without consideration, to a Permitted Transferee in
            accordance with Section 9(h) of the Plan.


            
                	
                            
                            9.

                        	
                            
                            Withholding; Section 83(b)
                            Election.

                        


            


            
            Executive agrees to make appropriate arrangements with the Company for
            satisfaction of any applicable federal, state or local income tax withholding
            requirements or like requirements, including the payment to the Company upon the lapse
            or removal of Restrictions on any Restricted Stock (or such later or earlier date as
            may be applicable under Section 83 of the Code), or other settlement in respect
            of, the Restricted Stock of all such taxes and requirements and the Company shall be
            authorized to take such action as it deems necessary (including, without limitation,
            requiring the Executive to return the released Restricted Stock to the Company and/or
            withholding amounts from any compensation or other amount owing from the Company or its
            Affiliates to Executive) to satisfy all obligations for the payment of such taxes.
            Executive may make an election pursuant to Section 83(b) of the Code in respect of
            the Restricted Stock and, if he does so, he shall timely notify the Company of such
            election and send the Company a copy thereof. Executive shall be solely responsible for
            properly and timely completing and filing any such election.


            
                	
                            
                            10.

                        	
                            
                            Competition.

                        	
                            
                             

                        


            


            
             


            
            The services of the Executive are unique, extraordinary and essential to
            the business of the Combined Group or its Affiliate, particularly in view of the
            Executive’s access to the Combined Group or its Affiliates’ confidential
            information and trade secrets. Accordingly, in consideration of the Restricted Stock
            awarded hereunder, the Executive agrees that he will not, without the prior written
            approval of the Board of Directors, at anytime during the term of his employment with
            the Combined Group or its Affiliate and (except as provided below) for five (5) years
            following the date on which the Executive’s employment with the Combined Group or
            its Affiliate terminates, directly or indirectly, within the United States or its
            territories, engage in any business activity directly or indirectly competitive with
            the business of the Combined Group or its Affiliate, or serve as an officer, director,
            owner, consultant, or employee of any organization then in competition with the
            Combined Group or its Affiliate. In addition, the Executive agrees that during such
            five (5) year period following his employment with the Combined Group or its Affiliate,
            he will not solicit, either directly or indirectly, any employee of the Combined Group
            or its Affiliate, its subsidiaries or division, who was such at the time of the
            Executive’s separation from employment hereunder. In the event that the
            provisions of this Section 10 should ever be adjudicated to exceed the time, geographic
            or other limitations permitted by applicable law in any jurisdiction, then such
            provisions shall be deemed reformed in such jurisdiction to the maximum time,
            geographic or other limitations permitted by applicable law.


            
             


            
                 
            


             


            
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                        11.

                    	
                        
                        Nondisclosure.
                        

                    	
                        
                         

                    




             


            
            The Executive expressly agrees and understands that Combined Group or
            its Affiliates own and/or control information and material which is not generally
            available to third parties and which Combined Group or its Affiliates consider
            confidential, including, without limitation, methods, products, processes, customer
            lists, trade secrets and other information applicable to its business and that it may
            from time to time acquire, improve or produce additional methods, products, processes,
            customers lists, trade secrets and other information (collectively, the
            ”Confidential Information”). The Executive hereby acknowledges that each
            element of the Confidential Information constitutes a unique and valuable asset of
            Combined Group or its Affiliates, and that certain items of the Confidential
            Information have been acquired from third parties upon the express condition that such
            items would not be disclosed to Combined Group or its Affiliates and its officers and
            agents other than in the ordinary course of business. The Executive hereby acknowledges
            that disclosure of Combined Group or its Affiliates’ Confidential Information to
            and/or use by anyone other than in Combined Group or its Affiliates’ ordinary
            course of business would result in irreparable and continuing damage to Combined Group
            or its Affiliates. Accordingly, the Executive agrees to hold the Confidential
            Information in the strictest secrecy, and covenants that, during the term of his
            employment with Combined Group or its Affiliates (or any member of the Combined Group
            or its Affiliates) or at any time thereafter, he will not, without the prior written
            consent of the Board of Directors, directly or indirectly, allow any element of the
            Confidential Information to be disclosed, published or used, nor permit the
            Confidential Information to be discussed, published or used, either by himself or by
            any third parties, except in effecting Executive’s duties for Combined Group or
            its Affiliates in the ordinary course of business. The Executive agrees to keep all
            such records in connection with the Executive’s employment as Combined Group or
            its Affiliates may direct, and all such records shall be the sole and absolute property
            of Combined Group or its Affiliates. The Executive further agrees that, within five (5)
            days of Combined Group or its Affiliates’ request, he shall surrender to Combined
            Group or its Affiliates any and all documents, memoranda, books, papers, letters, price
            lists, notebooks, reports, logbooks, code books, salesmen records, customer lists,
            activity reports, video or audio recordings, computer programs and any and all other
            data and information and any and all copies thereof relating to Combined Group or its
            Affiliates’ business or any Confidential Information.


            
             


            
                	
                            
                            12.

                        	
                            
                            Miscellaneous.

                        


            


            
            (a)       
            Notices. Any and all notices, designations,
            consents, offers, acceptances and any other communications provided for herein shall be
            given in writing and shall be delivered either personally or by registered or certified
            mail, postage prepaid, which shall be addressed as follows:


            
                	
                            
                             

                        	
                            
                            If to Executive:

                        	
                            
                            at the address specified in the Company’s
                            records.

                        


            


            
                	
                            
                             

                        	
                            
                            If to the Company to:

                        	
                            
                            Carnival Corporation

                        


            


            
                	
                            
                             

                        	
                            
                            3655 N.W. 87th Avenue

                        


            


            
                	
                            
                             

                        	
                            
                            Miami, Florida 33178-2428

                        


            


            
                	
                            
                             

                        	
                            
                            Attn.: General Counsel

                        


            


            
            (b)       
            No Right to Continued Employment. Nothing
            in the Plan or in this Agreement shall confer upon Executive any right to continue in
            the employ of the Company or shall interfere with or restrict in any way the right of
            the Company, which are hereby expressly


             


            
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            reserved, to remove, terminate or discharge Executive at any time for
            any reason whatsoever, with or without, Cause.


            
            (c)       
            Bound by Plan. By signing this Agreement,
            Executive acknowledges that he has received a copy of the Plan and has had an
            opportunity to review the Plan and agrees to be bound by all the terms and provisions
            of the Plan.


            
            (d)       
            Successors. The terms of this Agreement
            shall be binding upon and inure to the benefit of the Company, its successors and
            assigns, and on Executive and the beneficiaries, executors, administrators, heirs and
            successors of Executive.


            
            (e)       
            Invalid Provision. The invalidity or
            unenforceability of any particular provision hereof shall not affect the other
            provisions hereof, and this Agreement shall be construed in all respects as if such
            invalid or unenforceable provision had been omitted.


            
            (f)        
            Modifications. No change, modification or
            waiver of any provision of this Agreement shall be valid unless the same be in writing
            and signed by the parties hereto.


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


            
            (h)       
            Governing Law. This Agreement and the
            rights of Executive hereunder shall be construed and determined in accordance with the
            laws of the State of Florida.


            
            (i)        
            Headings. The headings of the Sections
            hereof are provided for convenience only and are not to serve as a basis for
            interpretation or construction, and shall not constitute a part, of this
            Agreement.


            
            (j)        
            Counterparts. This Agreement may be
            executed in counterparts, each of which shall be deemed an original, but all of which
            together shall constitute one and the same instrument.


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


            
            CARNIVAL CORPORATION


             


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            _______________________________

                        


            


            
             


            
             


            
            ACCEPTED AND AGREED THIS _____


            DAY
            OF _____________.


             


            
            _____________________________


            
            Executive


             


            
            6