Exhibit 10.2


 


FORM OF NORWEGIAN CRUISE LINE HOLDINGS
LTD.


2013 PERFORMANCE INCENTIVE PLAN


RESTRICTED SHARE UNIT AWARD AGREEMENT


 


THIS RESTRICTED SHARE UNIT AWARD AGREEMENT
(this “Agreement”) is dated as of [_________]
by and between Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company”),
and [Name] (the “Participant”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to the Norwegian
Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (the “Plan”), the Company has granted to the Participant
effective as of the date hereof (the “Award Date”), a credit of restricted share units under the Plan (the “Award”),
upon the terms and conditions set forth herein and in the Plan.


 


NOW THEREFORE, in consideration of
services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived
therefrom, the parties agree as follows:


 


1.   Defined
Terms.   Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in
the Plan.


 


2.   Grant.
  Subject to the terms of this Agreement, the Company hereby grants to the Participant an Award with respect to an aggregate of
[_________] restricted share units (subject to adjustment as provided
in Section 7.1 of the Plan) (the “Share Units”). As used herein, the term “share unit” shall mean
a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Ordinary Share of
the Company (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement.
The Share Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant
if such Share Units vest pursuant to Section 3. The Share Units shall not be treated as property or as a trust fund of any kind.


 


3.   [Vesting.
 Subject to Section 8 below, the Award shall vest and become nonforfeitable as follows:


 


(a)   Time-Based
Share Units: [Fifty percent (50%)] of the total number of Share Units (the “Time-Based Share Units”) (subject
to adjustment under Section 7.1 of the Plan) shall vest ratably in substantially equal installments on each of [Insert
Vesting Dates].


 


(b)  Performance-Based
Share Units: [Fifty percent (50%)] of the total number of Share Units (the “Performance-Based Share Units”)
(subject to adjustment under Section 7.1 of the Plan) will become vested upon the achievement of the performance hurdles described
below. The Administrator or Board of Directors of the Company (the “Board”) shall determine whether each of
the applicable performance hurdles has been achieved, and the vesting of any installment of the Performance-Based Share Units
is subject to the Administrator’s or Board’s determination.]


 




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[Insert Performance Vesting Terms]


 


4.   Continuance
of Employment/Service.   Except as provided in Section 3, the vesting schedule requires continued employment
or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the
rights and benefits under this Agreement. Except as provided in Section 3, employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination
of rights and benefits upon or following a termination of employment or services as provided in Section 8 below or under the Plan.


 


Nothing contained in this Agreement or the
Plan constitutes an employment or service commitment by the Company, affects the Participant’s status as an employee at will
who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the
Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at any time to terminate such
employment or services, or affects the right of the Company or any Subsidiary to increase or decrease the Participant’s other
compensation or benefits. Nothing in this Agreement, however, is intended to adversely affect any independent contractual right
of the Participant without his or her consent thereto.


 


5.   Dividend
and Voting Rights.


 


(a)      Limitations
on Rights Associated with Units.   The Participant shall have no rights as a shareholder of the Company, no
dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights,
with respect to the Share Units and any Ordinary Shares underlying or issuable in respect of such Share Units until such Ordinary
Shares are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights
of a holder for which the record date is prior to the date of issuance of such Ordinary Shares underlying or issuable in respect
of such Share Units.


 


(b)      Dividend Equivalent Rights
Distributions.   As of any date that the Company pays an ordinary cash dividend on its Ordinary Shares, the
Company shall credit the Participant with an additional number of Share Units equal to (i) the per share cash dividend paid by
the Company on its Ordinary Shares on such date, multiplied by (ii) the total number of Share Units (including any dividend equivalents
previously credited hereunder) (with such total number adjusted pursuant to Section 7.1 of the Plan) subject to the Award as of
the related dividend payment record date, divided by (iii) the fair market value of an Ordinary Share on the date of payment of
such dividend. Any Share Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same
vesting, payment and other terms, conditions and restrictions as the original Share Units to which they relate. No crediting of
Share Units shall be made pursuant to this Section 5(b) with respect to any Share Units which, as of such record date, have either
been paid pursuant to Section 7 or terminated pursuant to Section 3 or Section 8.


 


6.    Restrictions on Transfer.
  Neither the Award, nor any interest therein or amount or shares payable in respect thereof (until such shares underlying the Award
have been issued) may


 




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be sold, assigned, transferred, pledged or
otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding
sentence shall not apply to (a) transfers to the Company, or (b) transfers by will or the laws of descent and distribution.


 


7.   Timing
and Manner of Payment of Share Units.   On or as soon as administratively practical following each vesting of the applicable
portion of the total Award pursuant to Section 3 hereof or Section 7 of the Plan (and in all events not later than two and one-half
months after the applicable vesting date), the Company shall deliver to the Participant a number of Ordinary Shares (either
by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company
in its discretion) equal to the number of Share Units subject to this Award that vest on the applicable vesting date,
unless such Share Units terminate prior to the given vesting date pursuant to Section 3 or Section 8. The
Company’s obligation to deliver Ordinary Shares or otherwise make payment with respect to vested Share Units is subject
to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to
the vested Share Units deliver to the Company any representations or other documents or assurances required pursuant to Section
8.1 of the Plan. The Participant shall have no further rights with respect to any Share Units that are paid or that
terminate pursuant to Section 3 or Section 8.


 


8.   Effect
of Termination of Employment or Service.   Except as provided in Section 3, the Participant’s Share Units shall terminate
and be forfeited to the extent such units have not become vested prior to the first date the Participant is no longer employed
by or in service to the Company or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s
employment or service with the Company or a Subsidiary, whether voluntarily or involuntarily. If any unvested Share Units are
terminated hereunder, such Share Units shall automatically terminate and be forfeited as of the applicable termination date without
payment of any consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary
or personal representative, as the case may be.


 


9.   Adjustments
Upon Specified Events.   Upon the occurrence of certain events relating to the Company’s shares contemplated by Section
7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such Share), the Administrator shall make adjustments
in accordance with such section in the number of Share Units then outstanding and the number and kind of securities that may be
issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend
equivalents are credited pursuant to Section 5(b). Each of the performance hurdles set forth in Section 3 shall also be subject
to equitable and proportionate adjustment under Section 7.1 of the Plan.


 


10.  Tax Withholding.   Subject
to Section 8.1 of the Plan, unless the Participant has previously notified the General Counsel of the Company that the Participant
will pay the amount of any applicable federal, state or local tax law withholding taxes directly to the Company in cash, upon any
distribution of Ordinary Shares in respect of the Share Units, the Company shall automatically reduce the number of shares to be
delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair
market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of
the Plan), to satisfy any withholding obligations of the Company or its Subsidiaries with respect to such


 




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distribution of shares at the minimum applicable
withholding rates. In the event that the Company cannot legally satisfy such withholding obligations by such reduction of shares,
or in the event of a cash payment or any other withholding event in respect of the Share Units, the Company (or a Subsidiary)
shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable
to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.


 


11. Notices.   Any notice to be given under the terms of this Agreement shall be in writing and addressed to the
Company at its principal office to the attention of the General Counsel, and to the Participant at the
Participant’s last address reflected on the Company’s records, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no
longer an employee of or in service to the Company, shall be deemed to have been duly given by the Company when enclosed in a
properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.


 


12. Plan.   The Award
and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan,
incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant
acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly
provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator
do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or
are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the
Administrator under the Plan after the date hereof.


 


13. Entire Agreement.
  This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant
to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally
waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder,
but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision
hereof.


 


14. Limitation on
Participant’s Rights.   Participation in the Plan confers no rights or interests other
than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts
payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has
any assets. The Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts
credited and benefits payable, if any, with respect to the Share Units, and rights no greater than the right to receive the
Ordinary Shares as a general unsecured creditor with respect to Share Units, as and when payable hereunder.


 




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15. Counterparts.   This
Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


16. Section Headings.
  The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision
hereof.


 


17. Governing Law.
  This Agreement shall be governed by and construed and enforced in accordance with the laws of Bermuda without regard to conflict
of law principles thereunder.


 


18. Section 409A.   It
is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the
Code. This Agreement shall be construed and interpreted consistent with that intent. If the Participant is a “specified
employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s “separation
from service” (within the meaning of Section 409A of the Code), the Participant shall not be entitled to any payment pursuant
to Section 7 until the earlier of (i) the date which is six (6) months after the Participant’s separation from service for
any reason other than death, or (ii) the date of the Participant’s death. The provisions of this Section 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.


 


19. Clawback Policy.
  The Share Units are subject to the terms of the Company’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 the Share Units or any Ordinary Shares or other cash or property received with respect to the Share Units (including
any value received from a disposition of the shares acquired upon payment of the Share Units).


 


20. No Advice Regarding
Grant.   The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors with
respect to any advice the Participant may determine is needed or appropriate with respect to the Share Units (including,
without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award).
Neither the Company nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms
and conditions expressly set forth in this Award Agreement) or recommendation with respect to the Award. Except for the
withholding rights set forth in Section 10 above, the Participant is solely responsible for any and all tax liability that
may arise with respect to the Award.


 


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intentionally left blank]


 




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IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set his or her
hand as of the date and year first above written.


 


	NORWEGIAN CRUISE LINE HOLDINGS LTD.,	 	PARTICIPANT
	a Bermuda Company	 	 
	 	 	 
	By:	 	 	Signature
	 	 	 	 



	Print Name:	 	 	 
	 	 	 	Print Name



	Its:	 	 	 


 




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