Exhibit 4.36
EFFECTIVE AS OF THE 6th DAY OF MARCH 2007
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THE GLOBAL SOURCES
SHARE GRANT AWARD PLAN
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CONTENTS
Section | Heading |
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| 1. | Name of the Plan |
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| 2. | Purpose of the Plan |
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| 3. | Shares Subject to the Plan |
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| 4. | Grants to Eligible Persons |
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| 5. | Non-transferability |
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| 6. | Adjustments |
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| 7. | Vesting of Shares |
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| 8. | Plan Duration |
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| 9. | Administration |
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| 10. | Terminating Transactions |
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| 11. | Government Regulations |
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| 12. | Costs and Expenses |
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| 13. | Amendment or Termination of the Plan |
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| 14. | Effective Date of the Plan |
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| 15. | Limitation of Liability |
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| 16. | Governing Law and Jurisdiction |
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| 17. | Status of the Plan |
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| Annex | Form of Share Award Certificate |
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| Schedule 1 | Certain Other Conditions Relating to the Award of Shares |
THE GLOBAL SOURCES
SHARE GRANT AWARD PLAN
1. Name of the Plan
| 1.1 | This equity compensation plan shall be known as “The Global Sources Share Grant Award Plan” (hereinafter referred to as the “Plan”). |
| 1.2 | 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. |
2. Purpose of the Plan
2.1 The purpose of the Plan is to make awards of common shares of US$0.01 each (the “Shares”) in Global Sources Ltd. (the “Company”), a company incorporated in Bermuda, 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
| 3.1 | The Trust has been established pursuant to a Declaration of Trust dated 28 November 2006 (“Trust Document”) by Appleby Trust (Bermuda) Limited (the “Trustee”), and the trusts set out therein have been accepted by the Trustee. |
| 3.2 | 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. |
| 3.3 | 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. |
4. Grants to Eligible Persons
| “Eligible Person” shall mean any person who is a Global Sources Team Member on or after the Commencement Date (as defined in Section 14.1) hereof; |
“Global Sources Group” shall mean Global Sources Ltd. and its subsidiaries, collectively;
“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; and
“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.
| 4.2 | Each Eligible Person shall be eligible to be receive awards of Shares under the Plan. 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”). |
| 4.3 | The number of Shares to be awarded to a Grantee (“Awarded Shares”) shall be determined by the Plan Committee (in its sole and absolute discretion) at the time of the award. Such Awarded Shares shall vest in accordance with the provisions of Section 7. |
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)(ii) hereof and/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
| 7.1 | Shares awarded under the Plan shall vest in the Grantee in accordance with such vesting schedule as may be determined by the Plan Committee at the time the Shares are awarded, subject to the following: |
| (a) | In the case of every Share awarded hereunder: |
| (i) | if, before all the Awarded Shares are vested in accordance with the applicable vesting schedule, a Grantee ceases to be a Global Sources Team Member, for any reason other than death, then all Awarded Shares which have not yet vested at the time of such cessation and which are held by the Trustee for the Grantee shall be forfeited to the Trust, in which event all such forfeited Shares shall be available for further grant under the Plan; or |
| (ii) | if, before all the Awarded Shares are vested in accordance with the applicable vesting Schedule, 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 to receive such Awarded Shares. |
| (b) | 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 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. |
| (c) | Once Shares are awarded to a Grantee, the terms of vesting cannot be varied to the detriment of the Grantee without the written consent of such Grantee. |
| (d) | Where, in accordance with the applicable vesting schedule, any fractional number of Shares results from the percentage calculation of Awarded Shares which are to vest from time to time, such number shall be rounded up to the next whole Share. |
| (e) | The rights to Awarded Shares acquired by a Grantee under the Plan shall not be transferable, except in accordance with the provisions of Section 7.1(a)(ii) hereof or paragraph 1 of Schedule 1 hereto. |
8. Plan Duration
| 8.1 | This Plan shall commence with effect from the Commencement Date (as defined in Section 14.1) and shall terminate upon:- |
| (a) | the expiration or termination of the Master Plan; or |
| (b) | the termination of this Plan in accordance with the provisions of Section 10.1 or Section 13.1 hereof, |
| whichever is the earliest to occur. |
| 8.2 | 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. |
9. Administration
| 9.1 | 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. |
| 9.2 | 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. |
| 9.3 | 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 and approved by the Plan Committee. |
| 9.4 | Subject to the provisions of the Plan, the Plan Committee shall have full and final authority (in its sole and absolute discretion):- |
| (a) | to determine (from amongst Eligible Persons) the Grantees to be awarded Shares; |
| (b) | to determine the number of Shares to be awarded; |
| (c) | to determine the terms of award, including any vesting provisions; |
| (d) | 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 |
| (e) | (subject to Section 7.1(c) above) 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. |
| 9.5 | The Trustee, the Plan Committee, the Board of Directors 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. |
| 9.6 | 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). |
10. Terminating Transactions
| 10.1 | Upon the occurrence of a Terminating Transaction, as hereinafter defined, the Plan shall 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. |
| 10.2 | “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. |
11. Government Regulations
| 11.1 | 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. |
| 12.1 | 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. |
| 12.2 | 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. |
13. | Amendment or Termination of the Plan |
| 13.1 | 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 of his/her rights under an award of Shares already made to the Grantee pursuant to the Plan. |
| 13.2 | No amendment of this Plan shall increase the duties and/or responsibilities of the Trustee without its consent. |
14. Effective Date of the Plan
| 14.1 | This Plan shall be deemed to commence with effect from 6 March 2007 (“Commencement Date”). |
15. Limitation of Liability
| 15.1 | No member of the Board of Directors 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 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. |
16. | Governing Law and Jurisdiction |
| 16.1 | This Plan shall be governed by and interpreted and construed in accordance with the laws of Bermuda; and the Company, the Trustee, the Plan Committee (and its members) and each Grantee, hereby irrevocably submits to the exclusive jurisdiction of the courts of Bermuda. |
17. Status of the Plan
| 17.1 | 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). |
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 SHARE GRANT AWARD 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.
| Grantee: Name: | | | |
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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 subject to and in accordance with the provisions of the Plan:
| 1. | 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. |
| 2. | No loans shall be made to a Grantee against the award of Shares under this Plan. |
| 3. | Awarded Shares which have not yet vested under this Plan cannot be committed as collateral. |
| 4. | It is the responsibility of the Grantee to ensure that he/she may participate in this Plan under the laws of his/her jurisdiction. |
| 5. | All disputes regarding this Plan shall be referred to the Plan Committee for resolution, and its decision shall be final and binding. |
