Exhibit 10.1
ORIENT-EXPRESS HOTELS
LTD.
2000 STOCK OPTION
PLAN(1)
1.
The Plan
Orient-Express Hotels Ltd. (the
“Company”) may grant, in the manner and upon the terms
and conditions set forth herein, options to purchase not in excess
of an aggregate of 750,000 Class A or Class B common
shares of the Company (adjusted, if necessary, in accordance with
Section 12) to eligible directors, officers and employees of
the Company and its subsidiaries (as determined in accordance with
Section 3). Shares may be either authorized but unissued
shares or acquired shares.
2.
Administration of the Plan
The Plan shall be administered, and
the options hereunder shall be granted, by the Board of Directors
of the Company or a committee thereof from time to time constituted
pursuant to the Bye-Laws of the Company. Any decision of the
Board or the committee shall be final and conclusive in all matters
relating to the Plan. The Board or the committee may make or
vary regulations for the administration and operation of the Plan
not inconsistent with the provisions hereof. The Board or the
committee may act only by a majority of its members in office,
except that the members may authorize any one or more of their
number or the Secretary of the Company to execute and deliver
documents on their behalf. No member of the Board or the
committee shall be liable for anything done or omitted to be done
by him or by any other member in connection with the Plan, except
for his own willful misconduct or as expressly provided by
statute.
The Board or the committee shall
have authority to (a) adopt a subsidiary plan (the “U.K.
Plan”) under the Plan which provides for the grant of options
on shares reserved under the Plan to eligible United Kingdom
resident directors, officers and employees and complies with the
requirements imposed by the United Kingdom Board of Inland Revenue,
and (b) prescribe the form of options granted under the Plan,
provided in each case that the terms and conditions of the U.K.
Plan and the form of the option are not inconsistent with the terms
and conditions of
(1) As adopted by the Board of Directors on
June 5, 2000 and approved by the sole shareholder on
June 5, 2000, and amended by the Board of Directors on
February 2, 2009.
the Plan. Any option granted under the
U.K. Plan shall be deemed to be outstanding also under the
Plan.
The Board or the committee is
authorized, in its discretion exercised at the time of grant, to
designate options as “United States incentive stock
options” within the meaning of Section 422 of the United
States Internal Revenue Code.
3.
To Whom Options May Be Granted
Options may be granted to those
directors, officers and employees of the Company or any subsidiary
who, in the opinion of the Board or the committee, have contributed
significantly to the growth and progress of the Company or any
subsidiary or to persons who, in the opinion of the Board or the
committee, hold promise of contributing to the growth and progress
of the Company or any subsidiary and who can be attracted to
directorship, officership or employment through the grant of
options under the Plan. The Board or the committee is hereby
given the authority to determine which of the eligible directors,
officers and employees are to be granted options and the number of
shares to be allocated to each.
No United States incentive stock
option shall be granted to a person who is not an employee or
(except as provided in Sections 4 and 7) to an employee who owns
(or would be regarded as owning) shares possessing more than ten
percent of the total combined voting power of all classes of shares
of the Company or its subsidiaries at the time the option is
granted. In addition, in the case of United States incentive
stock options, the aggregate fair market value (determined at the
time the option is granted) of the shares with respect to which
incentive stock options are exercisable for the first time by an
employee during any calendar year (under all United States
incentive stock option plans of the Company and its subsidiaries)
shall not exceed U.S.$100,000.
The term “subsidiary”
means any corporation in an unbroken chain of corporations
beginning with the Company, each of which owns at the time such
option is granted (except in the case of the last such corporation
in the chain) shares possessing 50 percent or more of the total
combined voting power of all classes of shares in one of the other
corporations in such chain.
4.
Option Price
The option price per share shall be
not less than the fair market value of the shares subject to the
option at the time it is granted, as determined in good faith by
the Board or the committee. If a United States incentive
stock option is granted
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to an employee who at the time the option is
granted owns (or would be regarded as owning) shares possessing
more than ten percent of the total combined voting power of all
classes of shares of the Company or its subsidiaries, the option
price shall be at least 110 percent of the fair market value of the
shares subject to the option at the time it is granted. The
option price shall be subject to adjustment in accordance with
Section 12.
5.
Circumstances Under Which Options May Be
Granted
Options may be granted at any time
and from time to time on or after the date on which the Plan is
adopted by the Board of Directors of the Company and before the
expiration of ten years therefrom. If prior to the expiration
of ten years from the date on which the Plan is adopted, an option
shall expire or otherwise terminate without having been exercised
in full, the unexercised shares shall thereupon become available
for the granting of options to other eligible directors, officers
and employees. No option shall be granted unless, at the time
such option is granted, the Company shall have available at least
the number of shares covered by such option and by all other
options then outstanding under the Plan.
6.
Options Not Assignable
Every option granted under the Plan
shall provide that it is not transferable by the person to whom it
is granted, otherwise than by will or the laws of descent and
distribution, and that it is exercisable, during his lifetime, only
by him.
7.
Manner of Exercise of Options
Any person to whom an option has
been granted may exercise the same, subject to the provisions of
Section 10, at any time and from time to time before the
expiration of not more than ten years (or, in the case of any
United States incentive stock option granted to an employee subject
to the second sentence of Section 4, not more than five years)
from the date the option was granted. Any such exercise shall
be effected by giving written notice to the Company, in a form
satisfactory to the Board or the committee, specifying the number
of shares with respect to which the option is being
exercised. Any person to whom an option has been granted
under the U.K. Plan may exercise the same under the Plan, subject
to all the provisions hereof and provided that in the written
notice of exercise the person states that he is exercising under
the Plan and not under the U.K. Plan.
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8.
Manner of Payment on Exercise of Options
At the time of giving such notice,
such person shall pay or cause to be paid to the Company the full
option price of the shares as to which the option is
exercised. As soon as practicable thereafter, the Company
shall cause a certificate or certificates for such shares to be
registered in the name of such person, in such denominations as
such person may direct, and shall deliver said certificate or
certificates to or upon the order of such person.
Notwithstanding the foregoing, on
concurrence by the Board or the committee (which concurrence may be
granted or withheld in its sole discretion) the person exercising
an option may elect to defer, for a term not to exceed five years
from the date of exercise, payment of all or a portion of the
option price of the shares as to which the option is exercised,
provided, however that:
(a)
in the case of an optionee who is a “United States
person” within the meaning of Regulation X of the Board of
Governors of the Federal Reserve System of the United States of
America, the portion of the option price so deferred for future
payment shall not exceed the “good faith loan value” of
the shares, within the meaning of the applicable provisions of
Regulation G of such Board and as may be in effect on the date of
exercise if such deferral is then subject to such
regulation;
(b)
the shares for which the option is exercised shall be issued to and
registered in the name of the person exercising the option but
shall be endorsed by the person in blank (either on the certificate
or on a separate stock power) and held by the Company as collateral
for the deferred portion of the option price;
(c)
the person exercising the option shall execute a promissory note or
other instrument of like effect in favor of the Company in a
principal amount equal to the deferred portion of the option price,
which instrument shall provide for th
