EXHIBIT 4.18
DATED 13TH DAY OF MARCH 2001
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THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. IV
(THE SHARE GRANT PLAN)
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Appleby Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton HM 12
TABLE OF CONTENTS
No. Section Page
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1. Name of the Plan...............................................2
2. Purpose of the Plan............................................2
3. Shares Subject to the Plan.....................................2
4. Eligible Persons...............................................2
5. Non-transferability............................................2
6. Adjustments....................................................3
7. Vesting of the Shares..........................................3
8. Plan Duration..................................................4
9. Administration.................................................4
10. Terminating Transactions.......................................5
11. Government Regulations.........................................5
12. Costs and Expenses.............................................5
13. Amendment or Termination of the Plan...........................6
14. Effective Date of the Plan.....................................6
15. Limitation of Liability........................................6
16. Governing Law and Jurisdiction.................................6
SCHEDULE 1 ...............................................................8
SCHEDULE 2 ...............................................................9
THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. IV
1. Name of the Plan
This Employee Equity Compensation Plan shall be known as The Global
Sources Employee Equity Compensation Plan No. IV, otherwise the Share
Grant Plan.
2. Purpose of the Plan
The purpose of the Global Sources Employee Equity Compensation Plan
No. IV (the "Plan") is to make awards of common shares of US$0.01 each
(the "Shares") in Global Sources Ltd., a company incorporated in
Bermuda, through the Global Sources Employee Equity Compensation Trust
(the "Trust") to eligible persons as set out in Section 4.
3. Shares Subject to the Plan
The Shares held by Harrington Trust Limited as trustee of the Trust
dated 30 December 1999 (the "Trustee") shall be eligible for issuance
by the Trustee pursuant to the Plan. A plan committee (the "Plan
Committee") is constituted under the Trust and appointed by Trade
Media Holdings Ltd. (the "Company") to determine the allocation of
shares and other benefits to the Grantees.
4. Eligible Persons
The persons eligible to be awarded Shares under the Plan (a "Grantee"
and collectively the "Grantees") are any persons employed by the
Company, including Directors of the Company, or by its parent (if
any), or any of its subsidiaries or its affiliates on a salaried basis
or any consultant or advisor to, or independent contractor of the
Company, its parent (if any), or any of its subsidiaries or its
affiliates ("eligibly employed") on or after the date hereof. Grantees
shall be determined by resolution of the Board of Directors of the
Company, whose decision shall be final. Shares which may be awarded to
a Grantee shall be determined by the Plan Committee at the time of the
award.
5. Non-transferability
Any Shares awarded under the Plan shall be non-transferable except in
accordance with Section 7 hereof and with the terms of Schedules 1 and
2 respectively.
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6. Adjustments
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
Shares or Securities as shall be directed by the Plan Committee. Any
such adjustment in outstanding Shares will 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 the Shares
Each Share awarded under the Plan shall vest in the Grantee as set in
Schedule 2, subject to the following:
(a) In the case of every Share awarded hereunder:
(i) if a Grantee ceases to be eligibly employed because of the
Grantee's discharge for "cause", as hereinafter defined, any
Share which has not vested is forfeited with such cessation
of employment;
(ii) if a Grantee ceases to be eligibly employed before all the
Shares are vested in accordance with Schedule 2 because of
the Grantee's resignation, which shall include retirement
other than as well as at "normal retirement", as hereinafter
defined, the Grantee shall receive the pro-rated portion of
the Shares (if any) as would be vested in accordance with
Schedule 2 and as are available (if at all) at the next
vesting date following the resignation of the Grantee,
subject always to the discretion of the Plan Committee to
direct otherwise, whose decision shall be final;
(iii) if a Grantee shall die before all the Shares are vested in
accordance with Schedule 2 the person or persons to whom the
Grantee's rights to the Shares shall have lawfully passed
whether by will, by the applicable laws of succession or
otherwise shall receive the pro-rated portion of the Shares
(if any) as would be vested in accordance with Schedule 2
and as are available (if at all) at the next vesting date;
(iv) if a Grantee shall become disabled while eligibly employed
but before all the Shares are vested the Grantee's rights to
the Shares which have not vested are subject to the
discretion of the Plan Committee whose decision shall be
final;
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(v) "cause" shall mean conduct, as determined by the Board,
involving one or more of the following: the commission of an
act of theft, embezzlement, fraud, dishonesty, or moral
turpitude, the deliberate disregard of the rules of the
Company which resulted in or on the Board's determination
may result in loss, damage or injury to the Company, the
unauthorised disclosure of any trade secret or confidential
information of the Company, the commission of an act which
constitutes unfair competition with the Company, the failure
to perform a duty as assigned or within the time period
assigned or the negligent performance of duties. In the
event that the Grantee does not accept the determination of
the Company, the matter will be decided in accordance with
Bermuda law and the vesting of the Shares will be suspended
pending resolution by the Bermuda Courts;
(vi) "normal retirement" shall mean retirement from active
employment by the person eligibly employed on or after the
normal retirement date specified in the applicable pension
plan relating to the person eligibly employed or if there is
no such pension plan, age 65.
(b) Until Shares are vested the Grantee shall not receive dividends
thereon or have any voting rights.
8. Plan Duration
Shares may not be awarded more than ten years after the effective date
of the Plan.
9. Administration
The Plan shall be managed and administered by the Trustee subject to
the directions of the Plan Committee as provided under the Trust.
The interpretation and construction by the Trustee of any provisions
of the Plan or of any benefit granted hereunder shall be final and
binding upon Grantees and their respective successors, unless
otherwise determined by the Company, in which case such determination
of the Company shall be final and binding. Neither the Trustee nor the
Company shall be liable for any action taken, or determination made,
in good faith.
The Trustee or the Company may, from time to time, adopt rules and
regulations for carrying out the Plan and, subject to the provisions
of the Plan, may issue a certificate in the form annexed to the Plan
or prescribe the form or forms of the instruments evidencing Shares
awarded under the Plan.
Subject to the provisions of the Plan and to the directions of the
Plan Committee, the Trustee shall have full and final authority in its
discretion to select the persons
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to be awarded Shares, to determine the number of Shares to be awarded,
the terms of award, including any vesting provisions, and such other
terms and provisions thereof as it may authorise at the time when each
Share is awarded, each of which terms and provisions may be different
for each award. The Trustee, with the consent of the Plan Committee,
may 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 holder of such award of Shares.
The Company may delegate any of its powers, rights, duties and
responsibilities under the Plan to the Plan Committee who may
discharge same with the authority and in the place and stead of the
Company.
10. Terminating Transactions
Upon the occurrence of a "Terminating Transaction", as hereinafter
defined, the Plan shall terminate. Upon the happening of a Terminating
Transaction, the Shares which have not vested shall ipso facto become
vested and the Trustee shall, on the twentieth business day after the
Terminating Transaction shall first have come to the notice of the
Company, or on such earlier date as the Trustee may in its discretion
determine, make payment in consideration therefor of an amount equal
to the market value of such Shares on the date of such Terminating
Transaction (such amount not to be less than zero), such payment to be
made by bank draft.
"Terminating Transaction" shall mean such transaction resulting in the
termination or substantial termination of the Company or the takeover
or change of control of the Company as the Plan Committee shall in its
absolute discretion determine.
11. Government Regulations
The Trustee shall not issue any Shares 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. Costs and Expenses
All costs and expenses with respect to the adoption of the Plan and in
connection with the awarding 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 any costs or expenses (including
legal fees) incurred by any Grantee in connection with any Shares held
or transferred by any Grantee.
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13. Amendment or Termination of the Plan
The Company by resolution of the Board of Directors may alter, amend,
suspend or terminate the Plan; however, no such action shall deprive
the Grantee, without his or her consent, of any benefit or any of the
rights thereunder awarded to the Grantee pursuant to the Plan.
No amendment of this Plan shall increase the duties and
responsibilities of the Trustee without its consent.
14. Effective Date of the Plan
The effective date of the Plan shall be that set out at the end of the
Plan.
15. Limitation of Liability
No member of the Board or the Plan Committee, or any officer or
employee of the Company acting on behalf of the Board or the Plan
Committee, 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 or the Committee and each and any officer
or employee of the Company acting 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
This Plan shall be governed by and interpreted and construed in
accordance with the laws of Bermuda and the Company and each Grantee
hereby irrevocably submits to the exclusive jurisdiction of the courts
of Bermuda.
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THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
GLOBAL SOURCES LTD.
SHARE AWARD CERTIFICATE
THE GLOBAL SOURCES EMPLOYEE EQUITY COMPENSATION PLAN NO. IV
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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Address:
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Date of Award:
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Vesting Dates and amounts:
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Number of Shares: _____________
For and on behalf of the Trustee
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SCHEDULE 1
Upon the awarding of Shares to the Grantee, such 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:
1. The Grantee can direct the Trustee to transfer the Shares to the Grantee or
to such person as the Grantee directs.
2. The maximum number of Shares that may be issued to any individual any
calendar year shall not exceed 25% of the aggregate number of Shares to be
issued under the Plan.
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SCHEDULE 2
Shares will vest over five years in accordance with the Schedule set out below.
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1 year after 2 years after 3 years after 4 years after 5 years after
Award Date Award Date Award Date Award Date Award Date
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Percentage of the 10% An additional An additional An additional An additional
Award which vests 15% 15% 20% 40%
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Where the percentage of the award which vests will give rise to the vesting of
part shares, the portion shall be rounded up to the nearest whole share.
The rights to Shares acquired by a Grantee under the Plan are not transferable
until the Shares are vested, except in accordance with 7(a)(iii).
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IN WITNESS WHEREOF the Company has caused its common seal to be hereunto affixed
in the presence of its duly authorised officers as of the 13th day of March
2001.
The COMMON SEAL of )
TRADE MEDIA HOLDINGS LTD. )
was hereunto affixed in the presence of: )
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DIRECTOR
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DIRECTOR/SECRETARY
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