Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into this 16th day of September, 2016, 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 Executive 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.


 




     


     

    

 


2.           Period
of Employment. The “Period of Employment” shall be a period commencing on September
16, 2016 (the “Effective Date”) and ending at the close of business on the first December 31st following the
second 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 2016 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.


 




     


     

    

 


		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, 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 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.)



 


		(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 (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.



 


		(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 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



 




     


     

    

 


		(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



 




     


     

    

 


			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.



 




     


     

    

 


		(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



 




     


     

    

 


			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.


 




     


     

    

 


		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



 




     


     

    

 


			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’


 




     


     

    

 


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


 




     


     

    

 


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


 




     


     

    

 


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 


 




     


     

    

 


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.


 




     


     

    

 


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) 436-4111

Attn: Senior Vice President, Corporate Human Resources


 


with a copy to:


 


NCL (Bahamas) Ltd.

7665 Corporate Center Drive


 




     


     

    

 


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)


 




     


     

    

 


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;


 




     


     

    

 


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


 




     


     

    

 


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.


 




     


     

    

 


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:  	 


 




     


     

    

 


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: