Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Employment Agreement with T. Robin Lindsay
On February 14, 2022, NCL (Bahamas) Ltd. ("NCL"), a subsidiary of Norwegian
Cruise Line Holdings Ltd. (the "Company"), entered into a letter agreement with
Mr. T. Robin Lindsay amending his employment agreement with NCL, dated October
18, 2015 (the "Lindsay Letter Agreement"). The key terms of the Lindsay Letter
Agreement are summarized below.
Continuation of Employment. Mr. Lindsay's term of employment is extended to
December 31, 2024 (the "Term"). He will continue to serve as the Company's
Executive Vice President, Vessel Operations until the date that the Company
hires a successor for such role. Beginning on the date Mr. Lindsay's successor
is appointed, he will serve as the Company's Executive Vice President, Newbuilds
and Refurbishment.
Treatment of Restricted Share Units ("RSUs") upon Certain Terminations. If NCL
terminates Mr. Lindsay's employment without cause, if Mr. Lindsay terminates his
employment for good reason, or if Mr. Lindsay's employment terminates by reason
of the expiration of the Term or his death or disability, for any awards granted
after February 2022, (i) all then outstanding, unvested RSUs subject only to
time-based vesting will vest in full, and (ii) all then outstanding, unvested
RSUs subject to performance-based vesting will vest based on performance through
the date of termination, as determined by the Compensation Committee of the
Company, in each case subject to Mr. Lindsay executing and not revoking a
general release of claims in favor of the Company.
Bonus Entitlement. Mr. Lindsay will be entitled to receive any incentive bonus
earned for the 2024 calendar year based on actual performance, provided that Mr.
Lindsay remains employed through the end of the Term.
Amendment to Employment Agreement with Jason Montague
On February 14, 2022, Prestige Cruise Services LLC ("Prestige"), a subsidiary of
Norwegian Cruise Line Holdings Ltd. (the "Company"), entered into a letter
agreement with Mr. Jason Montague amending his employment agreement with
Prestige, dated September 16, 2016 (the "Montague Letter Agreement"). The key
terms of the Montague Letter Agreement are summarized below.
Continuation of Employment. Mr. Montague's term of employment as President and
Chief Executive Officer, Regent Seven Seas Cruises is extended to December 31,
2023 (the "Extension Date").
Treatment of RSUs upon Certain Terminations. If Prestige terminates Mr.
Montague's employment without cause, if Mr. Montague terminates his employment
for good reason, or if Mr. Montague's employment as President and Chief
Executive Officer, Regent Seven Seas Cruises terminates on the Extension Date,
or by reason of his death or disability, for any awards granted after February
2022, (i) all then outstanding, unvested RSUs subject only to time-based vesting
will vest in full, and (ii) all then outstanding, unvested RSUs subject to
performance-based vesting will vest based on performance through the date of
termination, as determined by the Compensation Committee of the Company, in each
case subject to Mr. Montague executing and not revoking a general release of
claims in favor of the Company.
Bonus Entitlement. Mr. Montague will be entitled to receive any incentive bonus
earned for the 2023 calendar year based on actual performance, provided that Mr.
Montague remains employed through the Extension Date.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amendment to Employment Agreement by and between NCL (Bahamas) Ltd.
and T. Robin Lindsay, dated as of February 14, 2022.
10.2 Amendment to Employment Agreement by and between Prestige Cruise
Services, LLC and Jason Montague, dated as of February 14, 2022.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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NORWEGIAN CRUISE LINE HOLDINGS LTD. 
