Exhibit 10.5


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into this 2nd day of September, 2015, by and between NCL (Bahamas) Ltd., a company organized under
the laws of Bermuda (the “Company”), and Andrew C. Stuart (the “Executive”).


 


RECITALS


 


THE PARTIES ENTER THIS AGREEMENT
on the basis of the following facts, understandings and intentions:


 


A.  The Company desires
to offer the Executive the benefits set forth in this Agreement and provide for the services of the Executive on the terms and
conditions set forth in this Agreement.


 


B.  The Executive desires
to be employed by the Company on the terms and conditions set forth in this Agreement.


 


C.  This Agreement shall
govern the employment relationship between the Executive and the Company and all of its affiliates from and after the date hereof,
and supersedes and negates any previous agreements with respect to such relationship.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:


 


		1.	Retention and Duties.



 


1.1        Retention. The
Company does hereby agree to employ the Executive for the Period of Employment (as such term is defined in Section 2) on the terms
and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such employment, on the terms
and conditions expressly set forth in this Agreement.


 


1.2        Duties.  During
the Period of Employment, the Executive shall serve the Company as its President and Chief Operating Officer, Norwegian Cruise
Line, and shall be appointed to such position on the first day of the Period of Employment. The Executive shall have duties and
obligations generally consistent with that position as the Company may assign from time to time. The Executive shall comply with
the corporate policies of the Company as they are in effect from time to time throughout the Period of Employment (including, without
limitation, the Company’s Code of Ethical Business Conduct policy, as it may change from time to time). During the Period
of Employment, the Executive shall report directly to the President and Chief Executive Officer of the Company, or his/her


 




    	 	 	 



     


    

 


designee. During the Period of Employment,
the Executive shall perform services for Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the
“Parent”), and the Parent’s other subsidiaries, but shall not be entitled to any additional compensation
with respect to such services.


 


1.3        No Other Employment;
Minimum Time Commitment.  During the Period of Employment, the Executive shall (i) devote substantially all of
the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, (ii)
perform such duties in a faithful, effective and efficient manner to the best of Executive’s abilities, and (iii) hold no
other employment. The Executive’s service on the boards of directors (or similar body) of other business entities is subject
to the approval of the Board of Directors of the Parent (the “Board”), provided that the Executive shall be
permitted to serve on one board of directors (or similar bodies) during the Period of Employment, subject to the Company’s
rights to require the Executive’s resignation pursuant to the following sentence. The Company shall have the right to require
the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable
board or similar body) which he may then serve if the Board reasonably determines that the Executive’s service on such board
or body materially interferes with the effective discharge of the Executive’s duties and responsibilities or that any business
related to such service is then in competition with any business of the Company or any of its Affiliates (as such term is defined
in Section 5.5), successors or assigns.


 


1.4        No Breach of Contract.  The
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the Company
and the performance by the Executive of the Executive’s duties hereunder do not and shall not constitute a breach of, conflict
with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Executive is a
party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) that the Executive has no information
(including, without limitation, confidential information and trade secrets) relating to any other Person (as such term is defined
in Section 5.5) which would prevent, or be violated by, the Executive entering into this Agreement or carrying out Executive’s
duties hereunder; (iii) the Executive is not bound by any employment, consulting, non-compete, confidentiality, trade secret or
similar agreement (other than this Agreement) with any other Person; and (iv) the Executive understands the Company will rely upon
the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such
reliance.


 


1.5        Location.  During
the Period of Employment, the Executive’s principal place of employment shall be the Company’s principal executive
office as it may be located from time to time. The Executive agrees that he will be regularly present at the Company’s principal
executive office. The Executive acknowledges that he will be required to travel from time to time in the course of performing Executive’s
duties for the Company.


 




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2.          Period of Employment.  The
“Period of Employment” shall be a period commencing on September 1, 2015 (the “Effective Date”)
and ending at the close of business on the first December 31st following the third anniversary of the Effective Date (the “Termination
Date”); provided, however, that this Agreement shall be automatically renewed, and the Period of Employment shall be
automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter,
unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including
any renewal thereof) of such party’s desire to terminate the Period of Employment (such notice to be delivered in accordance
with Section 18). The term “Period of Employment” shall include any extension thereof pursuant to the preceding
sentence. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement.


 


		3.	Compensation.



 


3.1        Base Salary.  During
the Period of Employment, the Company shall pay the Executive a base salary (the “Base Salary”), which shall
be paid biweekly or in such other installments as shall be consistent with the Company’s regular payroll practices in effect
from time to time. The Executive’s Base Salary shall be at an annualized rate of Six Hundred Fifty thousand dollars ($650,000.00).
The Compensation Committee of the Board (the “Compensation Committee”) will review the Executive’s rate
of Base Salary on an annual basis and may, in its sole discretion, increase (but not decrease) the rate then in effect.


 


3.2        Incentive Bonus.  Beginning
with the 2015 fiscal year, the Executive shall be eligible to receive an incentive bonus for each fiscal year of the Company that
occurs during the Period of Employment (“Incentive Bonus”); provided that, except as provided in Section 5.3,
the Executive must be employed by the Company at the time the Company pays the Incentive Bonus with respect to any such fiscal
year in order to be eligible for an Incentive Bonus with respect to that fiscal year (and, if the Executive is not so employed
at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the fiscal
year in question). The Executive’s actual Incentive Bonus amount for a particular fiscal year shall be determined by the
Compensation Committee in its sole discretion, based on performance objectives (which may include corporate, business unit or division,
financial, strategic, individual or other objectives) established with respect to that particular fiscal year by the Compensation
Committee. Any Incentive Bonus becoming payable for a particular fiscal year shall be paid in the following fiscal year following
the close of the audit and generally by March 31.


 


3.3        Equity Award.  The
Executive shall be eligible to participate in the Parent’s 2013 Performance Incentive Plan (together with any successor equity
incentive plan, the “Parent Equity Plan”) and to receive grants of equity awards under the Parent Equity Plan
as may be approved from time to time by the Compensation Committee in its sole discretion.


 




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		4.	Benefits.



 


4.1        Retirement, Welfare and
Fringe Benefits.  During the Period of Employment, the Executive shall be entitled to participate, on a basis
generally consistent with other similarly situated executives, in all employee pension and welfare benefit plans and programs,
all fringe benefit plans and programs and all other benefit plans and programs (including those providing for perquisites or similar
benefits) that are made available by the Company to the Company’s other similarly situated executives generally (including,
but not limited to the NCL (Bahamas) Ltd. Supplemental Executive Retirement Plan and the NCL (Bahamas) Ltd. Senior Management Retirement
Savings Plan), in accordance with the eligibility and participation provisions of such plans and as such plans or programs may
be in effect from time to time. The Executive’s participation in the foregoing plans and programs is subject to the eligibility
and participation provisions of such plans, and the Company’s right to amend or terminate such plans from time to time in
accordance with their terms.


 


4.2        Medical Executive Reimbursement
Plan.  During the Period of Employment, the Company will provide the Executive, and the Executive’s spouse
and dependent children, with a Medical Executive Reimbursement Plan (the “MERP”), subject to the terms and conditions
of such plan.


 


4.3        Company Automobile.  During
the Period of Employment, the Company shall provide the Executive with a monthly cash car allowance of up to One Thousand Five
Hundred dollars ($1,500.00) per month, in accordance with the Company’s policy as in effect from time to time.


 


4.4        Reimbursement of Business
Expenses.  The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties
for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive
incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to
the Company’s expense reimbursement policies and any pre-approval policies in effect from time to time.


 


4.5        Vacation and Other Leave.  During
the Period of Employment, the Executive’s annual rate of vacation accrual shall be five (5) weeks per year; provided that
such vacation shall accrue on a bi-weekly basis in accordance with the Company’s regular payroll cycle and be subject to
the Company’s vacation policies in effect from time to time. The Executive shall also be entitled to all other holiday and
leave pay generally available to other similarly situated executives of the Company.


 


		5.	Termination.



 


5.1        Termination by the Company.  The
Executive’s employment by the Company, and the Period of Employment, may be terminated at any time by the


 




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Company: (i) with Cause (as such term
is defined in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that
the Board determines in good faith that the Executive has a Disability (as such term is defined in Section 5.5).


 


5.2        Termination by the Executive.  The
Executive’s employment by the Company, and the Period of Employment, may be terminated by the Executive with or without Good
Reason (as such term is defined in Section 5.5) upon written notice to the Company (such notice to be delivered in accordance with
Section 18).


 


5.3        Benefits Upon Termination.  If
the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or
by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s
employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further
obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company,
any payments or benefits except as follows:


 


		(a)	The Company shall pay the Executive (or, in the event of Executive’s death, the Executive’s estate) any Accrued
Obligations (as such term is defined in Section 5.5);



 


		(b)	Unless the provisions of Section 5.3(c) below apply, if, during the Period of Employment, the Executive’s employment
with the Company is terminated (1) by the Company without Cause (and other than due to the Executive’s death or in connection
with a good faith determination by the Board that the Executive has a Disability), (2) by the Executive for Good Reason, or (3)
as a result of the Company’s provision of notice to the Executive that this Agreement shall not be extended or further extended,
the Executive shall be entitled to the following benefits:



 


		(i)	The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized
deductions, an amount equal to two times Executive’s Base Salary at the annualized rate in effect on the Severance Date.
Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 5.7(a), the Company shall
pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard
payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the
month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of
clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit.)



 




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		(ii)	Subject to the Executive’s continued payment of the same percentage of the applicable premiums as he was paying on the
Severance Date, the Company will pay or reimburse the Executive for Executive’s premiums charged to continue medical and
dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Executive
shall also be entitled to continued participation in the MERP, at the same or reasonably equivalent medical coverage for the Executive
(and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent
that the Executive elects such continued coverage (the “COBRA Benefit”); provided that the Company’s obligation
to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation
coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation
coverage for the eighteenth month following the month in which the Executive’s Separation from Service occurs (or, if earlier,
shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under
the health plan of a future employer, or the date the Company ceases to offer group medical coverage or the MERP to its active
executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To
the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage
taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place.



 


		(iii)	The Company shall pay the Executive, subject to tax withholding and other authorized deductions, a pro-rata portion of the
Incentive Bonus for the fiscal year in which the Executive’s employment terminates (the “Pro-Rata Bonus”).
The Pro-Rata Bonus shall equal the Incentive Bonus for the fiscal year of termination multiplied by a fraction, the numerator of
which is the number of days in the current fiscal year through the Severance Date and the denominator is 365.  Any Pro-Rata
Bonus that becomes payable will be paid if and when the Incentive Bonus for active employees is paid (following the completion
of the audit in the following calendar year).



 


		(c)	If, during the Period of Employment and within three months prior to a Change in Control or twenty-four months following a
Change in Control, the Executive’s employment with the Company is terminated (1) by the Company without Cause (and other
than due to the Executive’s death or in connection with a good faith determination by the Board that the Executive has a
Disability), or (2) by the Executive for Good Reason, or



 




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			(3) as a result of the Company’s provision of notice to the Executive that this Agreement shall not be extended or further
extended, the Executive shall be entitled to the following benefits in lieu of the benefits described under Section 5.3(b):



 


		(i)	The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized
deductions, an amount equal to two times Executive’s Base Salary at the annualized rate in effect on the Severance Date.
Such amount is referred to hereinafter as the “Change in Control Severance Benefit.” Subject to Section
5.7(a), the Company shall pay the Change in Control Severance Benefit to the Executive in substantially equal installments in accordance
with the Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment
payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section
5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Change in Control
Severance Benefit.)



 


		(ii)	The Company shall provide the COBRA Benefit described in Section 5.3(b)(ii) above on the terms and conditions specified in
that section until the eighteenth month following the month in which the Executive’s Separation from Service occurs.



 


		(iii)	The Company shall pay the Executive, subject to tax withholding and other authorized deductions, the Pro-Rata Bonus, as described
in Section 5.3(b)(iii) above.



 


		(iv)	At the Severance Date, all then outstanding and unvested equity awards granted under the Parent Equity Plan or any predecessor
equity incentive plan shall receive full accelerated vesting.



 


		(d)	Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches Executive’s obligations under
Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or
remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated
to pay, any remaining unpaid portion of the Severance Benefit or Change in Control Severance Benefit, the Pro-Rata Bonus, or the
COBRA Benefit; provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive
be entitled to a Severance Benefit or Change in Control Severance Benefit payment of less than $5,000, which amount the parties
agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4.



 




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		(e)	The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due
terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; or
(ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance
coverage.



 


		5.4	Release; Exclusive Remedy.



 


		(a)	This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based
award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b)
or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within
twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially
the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible
under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation
rights afforded by applicable law.



 


		(b)	The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting
of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s
employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive
covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company
and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts
paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions
to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate
of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute
and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.



 


		5.5	Certain Defined Terms.



 


		(a)	As used herein, “Accrued Obligations” means:



 


		(i)	any Base Salary that had accrued but had not been paid on or before the Severance Date (including accrued and unpaid vacation
time to the extent that the Executive is entitled to accrued vacation



 




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in accordance with the
Company’s policy in effect at the applicable time); and (ii) any reimbursement due to the Executive pursuant to
Section 4.4 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and
pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at
the applicable time.


 


		(b)	As used herein, “Affiliate” of the Company means a Person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term
“control,” including the correlative terms “controlling,” “controlled by” and “under
common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management
or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise)
of a Person. For purposes of clarity and without limiting the generality of the foregoing, the term “Affiliate” includes
any Person that meets the definition of “Affiliate” and is, directly or indirectly through any other Person, engaged
in the Business (as such term is defined in Section 6.2) if that Person is controlled by Apollo Global Management, LLC or any of
its affiliated funds or Genting HK and its affiliates. However, any Person that would not otherwise be an Affiliate of the Company
but for its ownership by Apollo Global Management, LLC or its affiliated funds shall not be considered an Affiliate if such Person
is not, directly or indirectly through any other Person, engaged in the Business (as such term is defined in Section 6.2).



 


		(c)	As used herein, “Cause” shall mean, as reasonably determined by the Chief Executive Officer based on the
information then known to him, that one or more of the following has occurred:



 


		(i)	the Executive has committed a felony (under the laws of the United States or any relevant state, or a similar crime or offense
under the applicable laws of any relevant foreign jurisdiction), other than through vicarious liability not related to the Company
or any of its Affiliates;



 


		(ii)	the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct;



 


		(iii)	the Executive willfully fails to perform or uphold Executive’s duties under this Agreement and/or willfully fails to
comply with reasonable directives of the Board and/or Chief Executive Officer, in either case after there has been delivered to
the Executive a written demand for performance from the Company and the Executive fails to remedy such condition(s) within ten
(10) days of receiving such written notice thereof; or



 




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		(iv)	any breach by the Executive of the provisions of Section 6, or any material breach by the Executive of any other contract he
is a party to with the Company or any of its Affiliates.



 


		(d)	As used herein, “Change in Control” shall mean the following:



 


		(i)	The consummation by the Parent of a merger, consolidation, reorganization, or business combination, other than a transaction:



 


		(A)	Which results in the Parent’s voting securities outstanding immediately before the transaction continuing to represent
(either by remaining outstanding or by being converted into voting securities of the Parent or the Person that, as a result of
the transaction, controls, directly or indirectly, the Parent or owns, directly or indirectly, all or substantially all of the
Parent’s assets or otherwise succeeds to the business of the Parent (the Parent or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities
immediately after the transaction, and;



 


		(B)	After which no person or group (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act)
voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person
or group shall be treated for purposes of this Section 5.5(d)(i)(B) as beneficially owning 50% or more of combined voting power
of the Successor Entity solely as a result of the voting power held in the Parent prior to the consummation of the transaction;
or



 


		(ii)	A sale or other disposition of all or substantially all of the Parent’s assets in any single transaction or series of
related transactions; or



 


		(iii)	A transaction or series of transactions (other than an offering of stock to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any person or group (as such terms are used in Sections 13(d) and 14(d)(2)
of the Exchange Act) (other than the Parent, any of its subsidiaries, an employee benefit plan maintained by the Parent or any
of its subsidiaries or a person or group that, prior to such transaction, directly or indirectly controls, is controlled by, or
is under common control with, the Parent) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3



 




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			under the Exchange Act) of securities of the Parent and immediately after such acquisition possesses more than 50% of the total
combined voting power of the Parent’s securities outstanding immediately after such acquisition; or



 


		(iv)	Individuals who, on the Effective Date, constitute the Board together with any new director(s) whose election by the Board
was not in connection with an actual or threatened proxy contest, cease for any reason to constitute a majority thereof.



 


		(e)	As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined
by the Board, renders the Executive unable to perform the essential functions of Executive’s employment with the Company,
even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day
period, unless a longer period is required by federal or state law, in which case that longer period would apply.



 


		(f)	As used herein, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process”
following the occurrence of any of the following events (referred to individually as a “Good Reason Event” and
collectively as “Good Reason Events”): (A) any substantial adverse change, not consented to by the Executive in
a writing signed by the Executive, in the nature or scope of the Executive's responsibilities, authorities, powers, functions,
or duties; (B) an involuntary reduction in the Executive's Base Salary; (C) a breach by the Company of any of its material obligations
under this Agreement; or (D) the requirement that the Executive be relocated from the Company's primary offices at which the Executive
is principally employed to a location more than sixty (60) miles from the Company's current principal offices, or the requirement
by the Company for the Executive to be based anywhere other than the Company's principal offices at such current location (or more
than sixty (60) miles therefrom) on an extended basis, except for required travel on the Company’s business to an extent
substantially consistent with the Executive's current business travel obligations.



 


		(g)	As used herein, “Good Reason Process” shall mean that (i) the Executive reasonably determines in good faith
that a Good Reason Event has occurred; (ii) the Executive notifies the Company in writing (such notice to be delivered in accordance
with Section 18) of the occurrence of the Good Reason Event within 10 days thereof and the Executive’s intent to terminate
employment as a result thereof; and (iii) one or more of the Good Reason Events continues to exist for a period of more than thirty
(30) days following such notice and has not been modified or cured in a manner acceptable to the Executive, in which case the Executive’s
employment shall automatically terminate on the thirty-first (31st) day after the date such notice is given.



 




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		(h)	As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual,
a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.



 


		(i)	As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a
termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury
Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.



 


5.6         Notice of Termination.  Any
termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from
the terminating party to the other party. This notice of termination must be delivered in accordance with Section 18 and must indicate
the specific provision(s) of this Agreement relied upon in effecting the termination and the basis of any termination by the Company
for Cause or by the Executive for Good Reason.


 


5.7         Section 409A.


 


		(a)	If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of
the date of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant
to Sections 5.3(b) or (c) until the earlier of (i) the date which is six (6) months after Executive’s Separation from Service
for any reason other than death, or (ii) the date of the Executive’s death. The provisions of this paragraph shall only apply
if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. For
purposes of clarity, the six (6) month delay shall not apply in the case of any short-term deferral as contemplated by Treasury
Regulation Section 1.409A-1(b)(4) or severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii) to the extent
of the limits set forth therein. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the
Executive’s Separation from Service that are not so paid by reason of this Section 5.7(a) shall be paid (without interest)
as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s
Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the
Executive’s death).



 


		(b)	To the extent that any benefits pursuant to Sections 5.3(b)(ii) or (c)(ii) or reimbursements pursuant to Section 4 are taxable
to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive
on or before the last day of the



 




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			Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and reimbursements
pursuant to Sections 5.3(b)(ii) and (c)(ii) and Section 4 are not subject to liquidation or exchange for another benefit and the
amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such
benefits or reimbursements that the Executive receives in any other taxable year.



 


		(c)	Any installment payments provided for in this Agreement shall be treated as separate payments for purposes of Section 409A
of the Code. To the extent required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code,
the definition of Change in Control will be interpreted to mean a change in the ownership, effective control or ownership of a
substantial portion of assets of Parent within the meaning of Section 409A of the Code. This Agreement is intended to comply with
the requirements of Section 409A of the Code and shall be interpreted consistent with this intent so as to avoid the imputation
of any tax, penalty or interest pursuant to Section 409A of the Code.



 


5.8         Possible Limitation of
Benefits in Connection with a Change in Control.  Notwithstanding anything contained in this Agreement to the
contrary, if following a change in ownership or effective control or in the ownership of a substantial portion of assets (in each
case, within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code or any similar or successor
tax (the “Excise Tax”) applies to any payments, benefits and/or amounts received by the Executive pursuant to
this Agreement or otherwise, including, without limitation, any acceleration of the vesting of outstanding stock options or other
equity awards (collectively, the “Total Payments”), then the Total Payments shall be reduced (but not below
zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which
would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made
only if the total after-tax benefit to the Executive is greater after giving effect to such reduction than if no such reduction
had been made. If such a reduction is required, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating
any cash payments under this Agreement, then by reducing or eliminating any accelerated vesting of stock options, then by reducing
or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments,
in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction
triggering the Excise Tax. The provisions of this Section 5.8 shall take precedence over the provisions of any other plan, arrangement
or agreement governing the Executive’s rights and entitlements to any benefits or compensation.


 




    	 	13	 



     


    

 


		6.	Protective Covenants.



 


		6.1	Confidential Information; Inventions.



 


		(a)	The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential
Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by Executive,
except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good
faith of duties for the Company. The Executive will take all appropriate steps to safeguard Confidential Information in Executive’s
possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company
at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work
Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or
have under Executive’s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid
subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of
the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall
assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive
from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures
that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization
to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures.



 


		(b)	As used in this Agreement, the term “Confidential Information” means information that is not generally known
to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their businesses, including,
but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors
thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company (or such predecessors),
(ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and
reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and
documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes,
whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists,
(xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and
related information in whatever form. Confidential



 




    	 	14	 



     


    

 


			Information will not include any information that has been published (other than a disclosure by the Executive in breach of
this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information.
Confidential Information will not be deemed to have been published merely because individual portions of the information have been
separately published, but only if all material features comprising such information have been published in combination.



 


		(c)	As used in this Agreement, the term “Work Product” means all inventions, innovations, improvements, technical
information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names,
logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced
to writing, or otherwise) which relates to the Company’s or any of its Affiliates’ actual or anticipated business,
research and development or existing or future products or services and which are conceived, developed or made by the Executive
(whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Affiliates,
and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed
or made prior to the Effective Date) together with all patent applications, letters patent, trademark, trade name and service mark
applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product
that the Executive may have discovered, invented or originated during Executive’s employment by the Company or any of its
Affiliates prior to the Effective Date or that she may discover, invent or originate during the Period of Employment or at any
time prior to the Severance Date, shall be the exclusive property of the Company and its Affiliates, as applicable, and Executive
hereby assigns all of Executive’s right, title and interest in and to such Work Product to the Company or its applicable
Affiliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company,
shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect
its (or any of its Affiliates’, as applicable) rights therein, and shall assist the Company, at the Company’s expense,
in obtaining, defending and enforcing the Company’s (or any of its Affiliates’, as applicable) rights therein. The
Executive hereby appoints the Company as Executive’s attorney-in-fact to execute on Executive’s behalf any assignments
or other documents deemed necessary by the Company to protect or perfect the Company’s (and any of its Affiliates’,
as applicable) rights to any Work Product.



 


6.2         Restriction on Competition.  The
Executive acknowledges that, in the course of Executive’s employment with the Company and/or its Affiliates , he has become
familiar, or will become familiar, with the Company’s and its Affiliates’


 




    	 	15	 



     


    

 


and their predecessors’ trade
secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that
Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates.
The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor
of the Company or any of its Affiliates following the Severance Date, it would be very difficult for the Executive not to rely
on or use the Company’s and its Affiliates’ trade secrets and Confidential Information. Thus, to avoid the inevitable
disclosure of the Company’s and its Affiliates’ trade secrets and Confidential Information, and to protect such trade
secrets and Confidential Information and the Company’s and its Affiliates’ relationships and goodwill with customers,
during the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly
or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in,
nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement,
the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct
or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint
venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director,
officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person
anywhere in the continental United States and elsewhere in the world where the Company and its Affiliates engage in business, or
reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during
the Period of Employment has competed, or at any time during the twelve month period following the Severance Date competes, with
the Company or any of its Affiliates in the passenger cruise ship industry (the “Business”). Nothing herein
shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation
which is publicly traded, so long as the Executive has no active participation in the business of such corporation. Notwithstanding
the foregoing, the Executive and the Company may agree that the Company shall waive all or a portion of the non-competition restrictions
provided for in this Section 6.2 in exchange for the Executive’s agreement to forfeit all or a portion of the Severance Benefit
payable under Section 5.3(b) or the Change in Control Severance Benefit payable under Section 5.3(c). Any such agreement between
the Executive and the Company shall be documented in the general release agreement provided for in Section 5.4 or in such other
written agreement between the Executive and the Company determined by the Company.


 


6.3         Non-Solicitation of Employees
and Consultants.  During the Period of Employment and for a period of twenty-four months after the Severance
Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent
contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such
Affiliate, or in any way interfere with the relationship between


 




    	 	16	 



     


    

 


the Company or any such Affiliate,
on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee
of the Company or any Affiliate of the Company until twelve months after such individual’s employment relationship with the
Company or such Affiliate has been terminated.


 


6.4         Non-Solicitation of Customers.  During
the Period of Employment and for a period of twenty-four months after the Severance Date, the Executive will not directly or indirectly
through any other Person influence or attempt to influence customers, vendors, suppliers, licensors, lessors, joint venturers,
associates, consultants, agents, or partners of the Company or any Affiliate of the Company to divert their business away from
the Company or such Affiliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business
relationships, contractual or otherwise, between the Company or any Affiliate of the Company, on the one hand, and any of its or
their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, officers, employees, consultants, managers,
partners, members or investors, on the other hand.


 


6.5         Understanding of Covenants.  The
Executive represents that he (i) is familiar with and has carefully considered the foregoing covenants set forth in this Section
6 (together, the “Restrictive Covenants”), (ii) is fully aware of Executive’s obligations hereunder, (iii)
agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants,
(iv) agrees that the Company and its Affiliates currently conduct business throughout the continental United States and the rest
of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’s and its Affiliates’
confidential and proprietary information, good will, stable workforce, and customer relations, and (vi) agrees that the Restrictive
Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive
is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants
may limit Executive’s ability to earn a livelihood in a business similar to the Business of the Company and any of its Affiliates,
but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of
the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which,
in any event (given Executive’s education, skills and ability), the Executive does not believe would prevent Executive from
otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate
to the detriment of the Executive.


 


6.6         Enforcement.  The
Executive agrees that the Executive’s services are unique and that he has access to Confidential Information and Work Product.
Accordingly, without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants
in this Section 6 would cause immediate and irreparable harm to the Company that would be difficult or


 




    	 	17	 



     


    

 


impossible to measure, and that damages
to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees
that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition
to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific
performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent
any violations of the provisions of this Section 6. The Executive further agrees that the applicable period of time any Restrictive
Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall
be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.


 


7.           Withholding Taxes.  Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts
otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as
may be required to be withheld pursuant to any applicable law or regulation.


 


		8.	Successors and Assigns.



 


		(a)	This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by the Executive’s legal representatives.



 


		(b)	This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting
the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree
to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and
any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.



 


9.           Number and Gender; Examples.  Where
the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include
all other genders. Where specific language is used to clarify by example a general statement contained herein, such specific language
shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.


 


10.        Section Headings.  The
section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience
only, and they


 




    	 	18	 



     


    

 


neither
form a part of this Agreement nor are they to be used in the construction or interpretation thereof.


 


11.        Governing Law.  THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF FLORIDA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF FLORIDA TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE
OF FLORIDA WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF
LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.


 


12.        Severability.  It
is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable
under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and
adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the
provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there
will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid
or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as
to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction,
it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


13.        Entire Agreement; Legal Effect.  This
Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. This Agreement supersedes
all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof.
Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be
deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements,
proposals, or understandings shall be deemed to be of no force or effect. There are no representations, warranties, or agreements,
whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein.


 


14.        Modifications.  This
Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly
referring to this Agreement, which agreement is executed by both of the parties hereto.


 




    	 	19	 



     


    

 


15.        Waiver.  Neither
the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege
with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.
No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


16.        Waiver of Jury Trial.  EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT.


 


17.        Remedies.  Each
of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is
a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any
breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party
may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief
and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of
the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses
pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon
is entered against either party.


 


18.        Notices.  Any
notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed
by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid)
to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received
when delivered personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after
deposit with a reputable overnight courier service.


 


if to the Company:


 


NCL (Bahamas) Ltd.


7665 Corporate Center Drive


Miami, FL 33126


Facsimile: (305) 436-4101


Attn: Senior Vice President, Corporate Human Resources


 


with a copy to:


 


NCL (Bahamas) Ltd.


7665 Corporate Center Drive


 




    	 	20	 



     


    

 


Miami, FL 33126


Facsimile: (305) 436-4101


Attn: Senior Vice President and General Counsel


 


if to the Executive, to the address most recently on file in
the payroll records of the Company.


 


19.        Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon
as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of the originals for
any purpose.


 


20.        Legal Counsel; Mutual Drafting.  Each
party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult
with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence,
in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party
being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering
into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity
to do so.


 


21.        Clawback.  All
bonuses and equity awards granted under this Agreement, the Parent Equity Plan or any other incentive plan are subject to the terms
of the Company’s or Parent’s recoupment, clawback or similar policy as it may be in effect from time to time, as well
as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of bonuses
or awards or any shares or other cash or property received with respect to the bonuses or awards (including any value received
from a disposition of the shares acquired upon payment of the bonuses or equity awards).


 


(Signature Page to
Follow)


 




    	 	21	 



     


    

 


IN WITNESS WHEREOF, the Company and
the Executive have executed this Agreement as of the date hereof.


 


	 	“COMPANY”
	 	 
	 	NCL (Bahamas), Ltd.
	 	a company organized under the laws of Bermuda
	 	 
	 	By:	/s/Frank J. Del Rio
	 	Name:  Frank J. Del Rio
	 	Title:  President and Chief Executive Officer
	 	 
	 	“EXECUTIVE”
	 	 
	 	/s/Andrew C. Stuart
	 	Andrew C. Stuart


 




    	 	 	 



     


    

 


Exhibit A


 


FORM OF RELEASE AGREEMENT


 


This Release Agreement (this “Release
Agreement”) is entered into this ___ day of ___________ 20__, by and between [__________], an individual (“Executive”),
and NCL (Bahamas) Ltd., a company organized under the laws of Bermuda (the “Company”).


 


WHEREAS, Executive has been employed
by the Company or one of its subsidiaries; and


 


WHEREAS, Executive’s employment
by the Company or one of its subsidiaries has terminated and, in connection with the Executive’s Employment Agreement with
the Company, dated as of [______________] (the “Employment Agreement”), the Company and Executive desire to
enter into this Release Agreement upon the terms set forth herein;


 


NOW, THEREFORE, in consideration
of the covenants undertaken and the releases contained in this Release Agreement, and in consideration of the obligations of the
Company to pay severance and other benefits (conditioned upon this Release Agreement) under and pursuant to the Employment Agreement,
Executive and the Company agree as follows:


 


1.           Termination of Employment.  Executive’s
employment with the Company terminated on [_________, __________] (the “Separation Date”). Executive waives
any right or claim to reinstatement as an employee of the Company and each of its affiliates. Executive hereby confirms that Executive
does not hold any position as an officer, director or employee with the Company and each of its affiliates. Executive acknowledges
and agrees that Executive has received all amounts owed for Executive’s regular and usual salary (including, but not limited
to, any overtime, bonus, accrued vacation, commissions, or other wages), reimbursement of expenses, sick pay and usual benefits.


 


2.           Release.  Executive,
on behalf of Executive, Executive’s descendants, dependents, heirs, executors, administrators, assigns, and successors, and
each of them, hereby covenants not to sue and fully releases and discharges the Company and each of its parents, subsidiaries and
affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys,
insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together
and collectively referred to as the “Releasees,” with respect to and from any and all claims, wages, demands,
rights, liens, agreements or contracts (written or oral), covenants, actions, suits, causes of action, obligations, debts, costs,
expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise,
whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (each, a “Claim”),
which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees
(including, without limitation, any Claim arising out of or in any way connected with Executive’s service as an officer,
director, employee, member or manager of any Releasee, Executive’s separation from Executive’s position as an officer,
director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions
or any loss, damage or injury whatever), whether known or unknown, suspected or


 




    	 



     


    

 


unsuspected, resulting from any act or omission
by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Release Agreement including,
without limiting the generality of the foregoing, any Claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, or any other federal,
state or local law, regulation, or ordinance, or any Claim for severance pay, equity compensation, bonus, sick leave, holiday pay,
vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers’ compensation or disability
(the “Release”); provided, however, that the foregoing Release does not apply to any obligation of the Company
to Executive pursuant to any of the following: (1) any equity-based awards previously granted by the Company or its affiliates
to Executive, to the extent that such awards continue after the termination of Executive’s employment with the Company in
accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following
such termination of employment); (2) any right to indemnification that Executive may have pursuant to the Bylaws of the Company,
its Articles of Incorporation or under any written indemnification agreement with the Company (or any corresponding provision of
any subsidiary or affiliate of the Company) or applicable state law with respect to any loss, damages or expenses (including but
not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s
service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (3) with respect to any rights
that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate)
directors and officers liability insurance policy; (4) any rights to continued medical or dental coverage that Executive may have
under COBRA (or similar applicable state law); (5) any rights to the severance and other benefits payable under Section 5.3 of
the Employment Agreement in accordance with the terms of the Employment Agreement; or (6) any rights to payment of benefits that
Executive may have under a retirement plan sponsored or maintained by the Company or its affiliates that is intended to qualify
under Section 401(a) of the Internal Revenue Code of 1986, as amended. In addition, this Release does not cover any Claim that
cannot be so released as a matter of applicable law. Executive acknowledges and agrees that he has received any and all leave and
other benefits that she has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.


 


3.           ADEA Waiver.  Executive
expressly acknowledges and agrees that by entering into this Release Agreement, Executive is waiving any and all rights or Claims
that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), which
have arisen on or before the date of execution of this Release Agreement. Executive further expressly acknowledges and agrees that:


 


A.          In return for this Release
Agreement, the Executive will receive consideration beyond that which the Executive was already entitled to receive before entering
into this Release Agreement;


 


B.           Executive is hereby advised
in writing by this Release Agreement to consult with an attorney before signing this Release Agreement;


 


C.           Executive has voluntarily
chosen to enter into this Release Agreement and has not been forced or pressured in any way to sign it;


 




    	2



     


    

 


D.          Executive was given a copy
of this Release Agreement on [_________, 20__] and informed that he had twenty one (21) days within which to consider this Release
Agreement and that if he wished to execute this Release Agreement prior to expiration of such 21-day period, he should execute
the Endorsement attached hereto;


 


E.           Executive was informed that
he had seven (7) days following the date of execution of this Release Agreement in which to revoke this Release Agreement, and
this Release Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing
and must be received by the Company during the seven-day revocation period. In the event that Executive exercises Executive’s
right of revocation, neither the Company nor Executive will have any obligations under this Release Agreement;


 


F.           Nothing in this Release
Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver
under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by
federal law.


 


4.            Non-Disparagement.  Executive
agrees not to make, directly or indirectly, whether verbal or in writing, any damaging or disparaging statements, representations
or remarks about or concerning Employer or any of the Released Parties.


 


5.            No Transferred Claims.  Executive
warrants and represents that the Executive has not heretofore assigned or transferred to any person not a party to this Release
Agreement any released matter or any part or portion thereof and she shall defend, indemnify and hold the Company and each of its
affiliates harmless from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether
or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported
or claimed.


 


6.            Severability.  It
is the desire and intent of the parties hereto that the provisions of this Release Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Release Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited
or unenforceable under any present or future law, such provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Release Agreement or affecting the validity or enforceability of such provision in any other jurisdiction;
furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Release Agreement,
a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction,
it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Release Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


7.            Counterparts.  This
Release Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together
constitute one and the


 




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same agreement. This Release Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories. Photographic or other electronic copies of such signed counterparts may be used in lieu of
the originals for any purpose.


 


8.            Successors.  This
Release Agreement is personal to Executive and shall not, without the prior written consent of the Company, be assignable by Executive.
This Release Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns
and any such successor or assignee shall be deemed substituted for the Company under the terms of this Release Agreement for all
purposes. As used herein, “successor” and “assignee” shall include any person, firm, corporation or other
business entity which at any time, whether by purchase, merger, acquisition of assets, or otherwise, directly or indirectly acquires
the ownership of the Company, acquires all or substantially all of the Company’s assets, or to which the Company assigns
this Release Agreement by operation of law or otherwise.


 


9.            Governing Law.  THIS
RELEASE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH UNITED STATES FEDERAL LAW AND, TO THE EXTENT NOT PREEMPTED
BY UNITED STATES FEDERAL LAW, THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION
OR RULE (WHETHER OF THE STATE OF FLORIDA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN UNITED
STATES FEDERAL LAW AND THE LAW OF THE STATE OF FLORIDA TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, APPLICABLE FEDERAL LAW AND,
TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW, THE INTERNAL LAW OF THE STATE OF FLORIDA, WILL CONTROL THE INTERPRETATION
AND CONSTRUCTION OF THIS RELEASE AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS,
THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.


 


10.          Amendment and Waiver.  The
provisions of this Release Agreement may be amended and waived only with the prior written consent of the Company and Executive,
and no course of conduct or failure or delay in enforcing the provisions of this Release Agreement shall be construed as a waiver
of such provisions or affect the validity, binding effect or enforceability of this Release Agreement or any provision hereof.


 


11.          Descriptive Headings.  The
descriptive headings of this Release Agreement are inserted for convenience only and do not constitute a part of this Release Agreement.


 


12.          Construction.  Where
specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed
to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in
this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of
strict construction shall be applied against any party.


 




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13.          Nouns and Pronouns.  Whenever
the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural and vice-versa.


 


14.          Legal Counsel.  Each
party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult
with legal counsel of their choice. Executive acknowledges and agrees that he has read and understands this Release Agreement completely,
is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Release Agreement
and he has had ample opportunity to do so.


 


The undersigned have read and understand
the consequences of this Release Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the
laws of the State of Florida that the foregoing is true and correct.


 


EXECUTED this ____ day of _________ 20__, at _________


 


	 	“Executive”
	 	 
	 	 
	 	 
	 	Print Name:  	 


 


	 	NCL (BAHAMAS), LTD.,
	 	a company organized under the laws of Bermuda,
	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:	 


 


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ENDORSEMENT


 


I, ________________, hereby acknowledge
that I was given 21 days to consider the foregoing Release Agreement and voluntarily chose to sign the Release Agreement prior
to the expiration of the 21-day period.


 


I declare under penalty of perjury under
the laws of the United States and the State of Florida that the foregoing is true and correct.


 


EXECUTED this [____] day of [__________ 200__].


 


	 	 
	 	Print Name: