EX-10.46 8 a2024q4exhibit1046.htm EX-10.46
Exhibit 10.46
N ot ice Rega rd in g P ay me nt of Di v idend Eq uiv ale nt s on Res tr ic t ed St o ck U ni t s and Pe rfo rmance-Based Res tr ic t ed St o ck Unit s
Effective as of Janua ry 1, 2025, RCG amended your out standing r es tr ic ted s to c k units (“RSUs”) and perform ance-based r es tr ic ted s to c k units (“PS Us”) g r anted under Roy al Car ibbean Cr uises Ltd.’s (“RCG” or th e “Com pan y”) Amended and Restated 2008 Equity Incentive Plan (th e “Plan”) to c onfer a r ig ht to receive th e equivalent value of dividends paid on s har es of RCG’s c om m on s to c k (“Di vidend Equivalents”), as specified below. C apitalized ter ms used but not defined herein have the sam e meaning set forth in the relevant award a greement or the Plan, as applicable.
Ame ndme nt to RSUs Granted W i thout Dividend Eq uiv ale nt s
1.The ter ms of applicable awa r d a gr eements for outstanding and unvested RSUs under th e Plan have been supplemented with t he fo llowing p rov ision:
“Unless otherw ise determined by the Committee, the RSUs include a r igh t to dividend equivalents equal to the value of any dividends paid on th e Shares for which the dividend r ec or d date occurs between th e Grant Date and th e date th e RSUs a r e s ett led. S ubje c t to ves ting, each dividend equivalent entit les a Pa r ticipan t to r eceive t he equivalent cash value of any such dividends paid on th e numbe r of Shares underlying th e RSUs th at a r e outstanding during such period. Dividend equivalents will be acc r ued (without inter es t) and will be subject to th e same conditions as th e RSUs to which they are a ttr ibutable, including, wit hout limita tio n, th e v es ting conditions and the prov isions gov ernin g th e time and for m of s ett lement of the RSUs.”
Ame ndme nt to PSUs Granted W i thout Dividend Eq uiv ale nt s
2.The ter ms of applicable awa r d ag r eements for outstandin g and unvested PSUs under th e Plan have been supplemented with t he fo llowing p rov ision:
“Unless otherw ise determined by the Co mm itt ee, the PSUs include a right to dividend equivalents equal to the value of any dividends paid on th e Shares for which the dividend r ec or d date occurs between th e Gra nt Date and th e date th e PSUs a r e s ett led. Subject to ves ting, each dividend equivalent entit les a Pa r ticipan t to r eceive t he equivalent cash value

of any such dividends paid on th e number of Shares underlying th e PSUs th at a r e ea r ned during such period. Dividend equivalents will be acc r ued (with out interest) and will be subject to the same conditions as th e PSUs to which they are at tr ibutable, including, wit hout limitation, th e ves ting conditions and th e p rov isions gov ernin g the time and for m of s ett lement of the PSUs.”