EFFECTIVE AS OF THE 6th DAY OF MARCH 2007 THE GLOBAL SOURCES RETENTION SHARE GRANT PLAN
Exhibit
4.37
EFFECTIVE
AS OF THE 6th DAY OF MARCH 2007
__________________________________________
THE
GLOBAL SOURCES
__________________________________________
CONTENTS
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Section
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Heading
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1.
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Name
of the Plan
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2.
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Purpose
of the Plan
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3
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Shares
Subject to the Plan
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4
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Grants
to Eligible Persons
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5.
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Non-transferability
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6.
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Adjustments
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7.
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Vesting
of Shares
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8.
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Plan
Duration
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9.
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Administration
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10.
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Terminating
Transactions
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11.
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Government
Regulations
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12
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Costs
and Expenses
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13.
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Amendment
or Termination of the Plan
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14
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Effective
Date of this Plan
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15.
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Limitation
of Liability
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16.
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Governing
Law and Jurisdiction
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17
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Status
of the Plan
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Annex
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Form
of Share Award Certificate
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Schedule
1
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Certain
Other Conditions Relating to the Award of Shares
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Schedule
2
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Vesting
Schedule
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THE
GLOBAL SOURCES
1. Name
of the Plan
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1.1
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This
equity compensation plan shall be known as “The Global Sources Retention
Share Grant Plan” (hereinafter referred to as the
“Plan”).
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1.2
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This
Plan is made pursuant to The Global Sources Equity Compensation (2007)
Master Plan (the “Master Plan”), and constitutes a
supplementary or subsidiary document to (and shall form an integral
part
of and be read in conjunction with) the Master
Plan.
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2. Purpose
of the Plan
2.1 The
purpose and objectives of the Plan are as follows:-
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(a)
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to
ensure the continuing success of the Global Sources Network (as defined
in
Section 4.1) by providing valued Global Sources Team Members (as
defined
in Section 4.1) with an incentive to remain “in good standing” (as
determined in accordance with Section 7.1) with the Global Sources
Network; and
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(b)
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to
encourage valued Global Sources Team Members to remain committed
and
engaged as shareholders and owners of Global Sources Ltd. (the
“Company”) (a company incorporated in
Bermuda),
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by
providing such Global Sources Team Members with a share grant benefit, upon
him/her ceasing to be a Global Sources Team Member by virtue of retirement
or
earlier termination or departure from Service (as defined in Section
4.1), by making awards of common shares of One United States Cent (US$0.01)
par
value each (the “Shares”) in the Company, through
The Global Sources Equity Compensation Trust 2007 (the
“Trust”), to Eligible Persons as set out in Section
4.
3. Shares
Subject to the Plan
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3.1
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The
Trust has been established pursuant to a Declaration of Trust dated
28
November 2006 (“Trust Document”) by ▇▇▇▇▇▇▇ Trust
(Bermuda) Limited (the “Trustee”), and the trusts set out
therein have been accepted by the
Trustee.
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3.2
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All
Awarded Shares (as defined in Section 4.3) awarded to a Grantee (as
defined in Section 4.2) shall be issued and allotted by the Company
to the
Trustee (which Awarded Shares so issued and allotted shall form part
of
the Trust property to be held by the Trustee as trustee of the Trust),
and
shall be eligible for the subsequent transfer (and shall be subsequently
transferred) by the Trustee to the respective Grantee pursuant to
this
Plan, subject to and in accordance with the vesting rules and other
applicable provisions of this Plan.
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3.3
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A
plan committee (the “Plan Committee”) has been
constituted to (amongst other things) determine the award and allocation
of the grant of Shares and other benefits to the Grantees, with such
powers, functions, rights, responsibilities and terms of reference
as are
provided for, and/or contemplated, by the Master Plan and/or the
Trust
Document.
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4. Grants
to Eligible Persons
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4.1
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In
this Plan:-
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“Eligible
Person” shall mean any Global Sources Team Member who on or after
the Commencement Date (as defined in Section 14.1)
hereof:
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(a) has
been a Global Sources Team Member for a minimum of five (5) years;
(b) ceases
to be a Global Sources Team Member by virtue of Retirement;
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(c)
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at
the time of Retirement, he/she was “in good standing” (as determined in
accordance with Section 7.1); and
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(d) has
Other Forfeited Shares on the date of Retirement;
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“Global
Sources Group” shall mean Global Sources Ltd. and its
subsidiaries, collectively;
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“Global
Sources Network” shall mean the Global Sources Group and Other Relevant
Entities, collectively;
“Global
Sources Team Member” shall mean any person who is employed or engaged
as an employee, director or consultant of any Global Sources Network
company;
“Other
Relevant Entity” shall mean any independent contractor of Global
Sources Ltd. or any of its subsidiaries (including the Company), as determined
by the Plan Committee from time to time;
“Other
Forfeited Shares” shall mean Shares which were awarded to the Global
Sources Team Member concerned, prior to his/her Retirement, pursuant to The
Global Sources Employee Equity Compensation Plan No. VII or any other applicable
equity compensation plan(s) (whether existing prior to, as of or
after the Commencement Date of this Plan), but which Shares have not yet vested
at the time of such Retirement and which are forfeited as a consequence of
such
Retirement under the terms and conditions thereof;
“Retirement”
shall mean retirement or earlier voluntary termination or departure from
Service; and
“Service”
shall mean employment or engagement as an employee, director or consultant
within the Global Sources Network.
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4.2
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Each
Eligible Person shall be eligible to receive awards of Shares under
the
Plan, upon his/her Retirement. The Plan Committee shall select and
determine (in its sole and absolute discretion) which Eligible Persons
shall receive awards of Shares (the persons receiving such awards
of
Shares being hereinafter referred to collectively as the
“Grantees” and individually as a
“Grantee”).
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4.3
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The
number of Shares to be awarded to a Grantee (“Awarded
Shares”), upon his/her Retirement, shall be calculated at a rate
of twenty per cent (20%) of the total number of his/her Other Forfeited
Shares (at the time of the Grantee’s Retirement) for each year of
completed Service (at the time of the Grantee’s Retirement) over five (5)
years and up to a maximum of ten (10) years. Such Awarded Shares
shall not
vest immediately upon the award thereof, but (subject to the provisions
of
Section 7) shall vest in accordance with the vesting schedule set
out in
Schedule 2.
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4.4 For
the avoidance of doubt:
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(a)
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if
a Global Sources Team Member’s Service with a particular Global Sources
Network company (“Original Company”) ceases, by virtue of
a transfer of his/her Service from the Original Company to another
Global
Sources Network company, then his/her cessation of Service with
the
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Original
Company shall not be deemed to constitute a Retirement, and Retirement shall
only be deemed to have occurred if he/she ceases to be employed or engaged
by
any Global Sources Network company whatsoever; and
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(b)
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the
number of years of completed Service shall be calculated on the basis
of
consolidating and aggregating all years of completed Service with
all
applicable Global Sources Network
companies.
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5. Non-transferability
5.1 Any
Shares awarded under the Plan shall be non-transferable except in accordance
with the provisions of Section 7.1(a)(i) hereof or paragraph 1 of Schedule
1
hereto.
6. Adjustments
6.1 If
the outstanding Shares then subject to the Plan are changed into or exchanged
for a different number or kind of shares or securities, as a result of one
or
more reorganisations, recapitalisations, stock splits, reverse stock splits,
stock dividends and the like, appropriate adjustments shall be made in the
number and/or type of the outstanding Shares as shall be directed by the Plan
Committee. Any such adjustment in outstanding Shares shall be made in
order to preserve, but not to increase or decrease, the benefits to the Grantees
existing immediately prior to the event giving rise to such
adjustment.
7. Vesting
of Shares
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7.1
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Provided
that the Grantee is "in good standing" (which definition
shall be at the sole and absolute discretion of the Plan Committee)
at the
time of the award and remains in good standing at the time of vesting,
Shares awarded under the Plan shall vest in the Grantee in accordance
with
the vesting schedule set out in Schedule 2, subject to the
following:
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a)
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In
the case of every Share awarded
hereunder:
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(i)
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if,
before all the Awarded Shares are vested in accordance with Schedule
2, a
Grantee shall die, then all Awarded Shares which have not yet vested
at
the time of death shall immediately vest, and the person or persons
to
whom the Grantee’s rights to the Awarded Shares shall have lawfully
passed, whether by will, by the applicable laws of succession or
otherwise, shall be entitled receive such Awarded Shares;
or
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(ii)
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if, before
all the Awarded Shares are vested in accordance with Schedule 2,
a Grantee
shall become a director, officer or employee of, or a consultant
or
advisor to, or an independent contractor of, a Competitor (or any
parent,
subsidiary or affiliate thereof); or he/she ceases to be of “good
standing” (the definition and determination of shall be at the sole and
absolute discretion of the Plan Committee); or he/she does anything,
or
conducts himself/herself in a manner, which is prejudicial to any
Global
Sources Network company (as determined by the Plan Committee in its
sole
and absolute discretion); or for any other reason (as determined
by the
Plan Committee in its sole and absolute discretion); then all the
Awarded
Shares which have not yet vested at the time of such occurrence and
which
are held by the Trustee for the Grantee may (at the sole and absolute
discretion of the Plan Committee) be forfeited to the Trust, in which
event all such forfeited Shares shall be available for further grant
under
the Plan.
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For
the
purposes hereof, the definition of “Competitor” shall be as
determined by the Plan Committee (in its sole and absolute discretion), and
such
determination shall be final and binding upon the Grantee and his/her
successor(s).
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(b)
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All
Awarded Shares, when vested and issued to a Grantee, shall rank pari
passu in all respects with other Shares of the Company of the same
class, including the right for the holder thereof to receive dividends
(if
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any);
provided however that (for the avoidance of doubt), unless and until
Awarded Shares are actually vested and issued to a Grantee, the Grantee
shall not be entitled to receive any dividends thereon or to have
any
voting rights therein.
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8. Plan
Duration
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8.1
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This
Plan shall commence with effect from the Commencement Date (as defined
in
Section 14.1) and shall terminate
upon:-
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(a)
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the
expiration or termination of the Master Plan;
or
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(b)
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the
termination of this Plan in accordance with the provisions of Section
10.1
or Section 13.1 hereof,
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whichever
is the earliest to occur.
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8.2
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Shares
may not be awarded after the Plan is terminated; provided that (for
the
avoidance of doubt) if the terms of any award made prior to the
termination date of the Plan provide for the vesting of Shares thereunder
to occur upon or after such termination date, then such award and
the
vesting of Shares thereunder shall not be prejudiced by the termination
of
the Plan.
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9. Administration
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9.1
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The
Plan shall be managed and administered by the Trustee, subject always
to
the directions of the Plan Committee as provided under the Trust
Document.
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9.2
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The
interpretation and construction by the Plan Committee of any of the
provisions of the Plan or of any Grants awarded hereunder shall be
final
and binding upon Grantees and their respective
successors.
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9.3
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The
Plan Committee may, from time to time, adopt further rules and regulations
for carrying out the Plan and, subject to the provisions of the Plan
and
the directions and approval of the Plan Committee, the Trustee may
issue a
certificate in the form set out in the Annex to the Plan or such
other
form or forms of the instruments evidencing Shares awarded under
the Plan
as may be prescribed or approved by the Plan
Committee.
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9.4
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Subject
to the provisions of the Plan, the Plan Committee shall have full
and
final authority (in its sole and absolute
discretion):
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(a)
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to
determine (from amongst Eligible Persons) the Grantees to be awarded
Shares;
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(b) to
determine the number of Shares to be awarded;
(c) to
determine the terms of award, including any vesting provisions;
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(d)
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to
determine such other terms and provisions of award as it may authorise
at
the time when each Share is awarded (each of which terms and provisions
may be different for each award);
and
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(e)
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to
amend the terms of any existing award to accelerate the time or times
at
which Shares awarded under the Plan, or any part thereof, shall become
vested, or in any other respect which shall not adversely affect
the
rights of the Grantee of such award of
Shares.
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9.5
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In
the event any Global Sources Team Member considers, following Retirement,
that his/her participation in the Plan has been unreasonably withheld
as a
result of an unreasonable exercise of discretion on the part of the
Plan
Committee, such Global Sources Team Member shall be entitled to request
that the designated management board of the Company (“Management
Board”) reviews such decision and that it makes recommendations
to
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the
Plan
Committee accordingly. The Management Board of the Company shall have sole
and
absolute discretion as to whether or not to entertain such request and/or
whether to make such recommendations (and if so, what recommendations to make,
if any). Any decision and determination of the Management Board of the Company
in connection therewith, and/or of the Plan Committee pursuant to
recommendations made by the Management Board of the Company (if any), shall
be
final and there shall be no further rights of appeal in respect
thereof.
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9.6
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The
Trustee, the Plan Committee, the Board of Directors of the Company,
the
Management Board of the Company and the Company shall not be liable
for
any action taken, or any determination made, in good faith, in connection
with the Plan.
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9.7
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The
Company or its Board of Directors may delegate any of its powers,
rights,
duties and/or responsibilities under the Plan to the Plan Committee,
who
may discharge the same with the authority and in the place and stead
of
the Company or its Board of Directors (as the case may
be).
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10. Terminating
Transactions
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10.1
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Upon
the occurrence of a Terminating Transaction, as hereinafter defined,
the
Plan shall automatically terminate. Upon the happening of a Terminating
Transaction and the corresponding termination of the Plan, any Awarded
Shares which have not yet vested (at the time of the Terminating
Transaction and the corresponding termination of the Plan) shall
ipso
facto become vested in the respective
Grantees.
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10.2
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“Terminating
Transaction” shall mean such transaction or proceedings,
resulting (whether at the time of, or upon the conclusion of, such
transaction or proceedings) in the liquidation of the Company, as
the Plan
Committee shall in its sole and absolute discretion
determine.
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11. Government
Regulations
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11.1
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The
Trustee shall not issue any Awarded Shares upon the vesting thereof,
unless and until all licences, permissions and authorisations required
to
be granted by the Government of Bermuda, or by any authority or agency
thereof, shall have been duly
received.
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12. Costs
and Expenses
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12.1
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All
costs and expenses with respect to the adoption of the Plan and in
connection with the registration of Shares shall be borne by the
Company;
provided, however, that (except as otherwise specifically provided
in the
Plan or in any agreement between the Company and a Grantee), the
Company
shall not be obliged to pay or be otherwise responsible for any costs
or
expenses (including but not limited to any legal fees) incurred by
any
Grantee, or any brokerage, service or other fees, charges, costs
or
expenses due or payable, or any taxes which may be due or payable,
upon or
in connection with any award of Shares or any Awarded Shares, and/or
the
vesting or issuance of Awarded Shares, and/or the holding or transfer
of
any Awarded Shares by any Grantee.
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12.2
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All
Shares awarded to a Grantee shall be denominated in United States
Dollars
only, and any currency exchange gains and/or losses relating to such
Awarded Shares during the vesting period shall be borne solely by
the
Grantee concerned.
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13. Amendment
or Termination of the Plan
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13.1
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The
Plan Committee (acting in its sole and absolute discretion) may alter,
amend, suspend or terminate the Plan; provided however that, except
as
otherwise provided in the Plan, no such action shall deprive any
Grantee,
without his/her consent, of any his/her rights under an award of
Shares
already made to the Grantee pursuant to the
Plan.
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13.2
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No
amendment of this Plan shall increase the duties and/or responsibilities
of the Trustee without its
consent.
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14. Effective
Date of this Plan
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14.1
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This
Plan shall be deemed to commence with effect from 6 March 2007
(“Commencement
Date”).
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15. Limitation
of
Liability
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15.1
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No
member of the Board of Directors of the Company, the Management Board
of
the Company or the Plan Committee, or any person authorised to act
on
their behalf, shall be personally liable for any action, determination
or
interpretation taken or made in good faith with respect to the Plan, and
all members of the Board of Directors of the Company, the Management
Board
of the Company or the Plan Committee, and each and any person authorised
to act on their behalf, shall, to the extent permitted by law, be
fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.
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16. Governing
Law and Jurisdiction
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16.1
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This
Plan shall be governed by
and interpreted and construed in accordance with the laws of Bermuda;
and
the Company, the Trustee and the Plan Committee (and its members),
and
each Grantee, hereby irrevocably submits to the exclusive jurisdiction
of
the courts of Bermuda.
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17.
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Status
of the Plan
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17.1
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This
Plan shall be subject and subordinate to the Master Plan, and in
the event
of any conflict or inconsistency between the provisions of this Plan
and
the provisions of the Master Plan, the provisions of the Master Plan
shall
prevail (but only to the extent of such conflict or
inconsistency).
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ANNEX
– FORM OF SHARE AWARD CERTIFICATE
THIS
DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
GLOBAL
SOURCES LTD.
SHARE
AWARD CERTIFICATE
THE
GLOBAL SOURCES RETENTION SHARE GRANT PLAN
THIS
IS TO CERTIFY that, on the date shown below, a grant of Shares was
awarded to the Grantee named below, subject to the provisions of the
above-mentioned Plan, as amended from time to time and to the Rules made
pursuant thereto for the time being in force, to receive the number of common
shares of US$0.01 each in the capital of Global Sources Ltd. specified
below.
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Grantee: Name:
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Address:
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Date
of Award:
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Vesting
Dates and amounts
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Number
of Shares:
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For
and on behalf of the Trustee
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SCHEDULE
1
CERTAIN
OTHER CONDITIONS RELATING TO THE AWARD OF SHARES
Upon
the
awarding of Shares to the Grantee, such Awarded Shares shall not vest in the
Grantee, but shall be held by the Trustee for the Grantee subject to the
following provisions and in accordance with the provisions of Schedule
2:
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1.
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The
Grantee can direct the Trustee to transfer the Awarded Shares, upon
the
vesting thereof, to the Grantee or to such person as the Grantee
directs.
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2.
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No
loans shall be made to a Grantee against the award of Shares under
this
Plan.
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3.
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Awarded
Shares which have not yet vested under this Plan cannot be committed
as
collateral.
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4.
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It
is the responsibility of the Grantee to ensure that he/she may participate
in this Plan under the laws of his/her
jurisdiction.
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5.
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All
disputes regarding this Plan shall be referred to the Plan Committee
for
resolution, and its decision shall be final and
binding.
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SCHEDULE
2
VESTING
SCHEDULE
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1.
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Awarded
Shares shall not automatically vest in a Grantee upon the award thereof,
but (subject to the provisions of Section 7 of the Plan) shall vest
over a
period of five (5) years after the Grantee’s Retirement, in accordance
with the vesting schedule set out
below.
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1 year
after Retirement
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2
years after Retirement
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3
years after Retirement
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4
years after Retirement
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5
years after Retirement
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Percentage
of the Awarded Shares which vests
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20%
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An
additional
20%
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An
additional
20%
|
An
additional
20%
|
An
additional
20%
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2.
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Any
fractional number of Shares resulting from the above percentage
calculation shall be rounded up to the nearest whole
Share.
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3.
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The
rights to Awarded Shares acquired by a Grantee under the Plan are
not
transferable, except in accordance with Section 7.1(a)(i) of the
Plan or
paragraph 1 of Schedule 1 to the
Plan.
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4. Sample
Calculations:
By
way of
an example, if the Grantee has had twenty (20) completed years of Service,
and
at the time of his/her Retirement he/she has twenty-two thousand and five
hundred (22,500) Other Forfeited Shares, then the number of Shares to be awarded
to the Grantee shall be calculated as follows:
20%
of
his/her Other Forfeited Shares per year of completed Service,
for
the
6th and up
to
the 10th year
of completed Service
= 20%
per year x 22,500 Other Forfeited Shares x 5 years
=
22,500
Awarded Shares(which
shall not vest immediately upon the award thereof, but (subject to the
provisions of Section 7) shall vest in accordance with the vesting schedule
set
out in Schedule 2)
By
way of
another example, if the Grantee has had seven (7) completed years of Service,
and at the time of his/her Retirement he/she has six thousand (6,000) Other
Forfeited Shares, then the number of Shares to be awarded to the Grantee shall
be calculated as follows:
20%
of
his/her Other Forfeited Shares per year of completed Service,
for
the
6th and 7th
year of completed
Service
= 20%
per year x 6,000 Other Forfeited Shares x 2 years
= 2,400
Awarded Shares(which
shall not vest immediately upon the award thereof, but (subject to the
provisions of Section 7) shall vest in accordance with the vesting schedule
set
out in this Schedule 2)