EXHIBIT 4.19
DATED 13TH DAY OF MARCH 2001
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THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. V
(ONE TIME SHARE GRANT PLAN)
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Appleby Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton HM 12
CONTENTS
Page
1. Name of the Plan....................................................1
2. Purpose of the Plan.................................................1
3. Shares Subject to the Plan..........................................1
4. Eligible Persons....................................................1
5. Non-transferability.................................................2
6. Adjustments.........................................................2
7. Vesting of Shares...................................................2
8. Plan Duration.......................................................3
9. Administration......................................................3
10. Terminating Transactions............................................4
11. Government Regulations..............................................4
12. Costs and Expenses.................................................4
13. Amendment or Termination of the Plan................................5
14. Effective Date of this Plan.........................................5
15. Limitation of Liability.............................................5
16. Governing Law and Jurisdiction......................................5
Schedule 1...................................................................6
Schedule 2...................................................................7
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THE GLOBAL SOURCES EMPLOYEE
EQUITY COMPENSATION PLAN NO. V
1. Name of the Plan
This Employee Equity Compensation Plan shall be known as The Global Sources
Employee Equity Compensation Plan No. V, otherwise the One Time Share Grant
Plan.
2. Purpose of the Plan
The purpose of the Global Sources Employee Equity Compensation Plan No. V
(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 receive an award of 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 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. The number of Shares to be awarded to a Grantee shall be
determined by the Plan Committee at the time of the award.
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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.
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 Shares
Each Share awarded under the Plan shall vest in the Grantee as set out 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;
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(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;
(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
No Shares may be awarded after the one time award under 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 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.
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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 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
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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 any costs or expenses (including legal fees)
incurred by any Grantee in connection with any Shares held or transferred
by any Grantee.
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, except as otherwise provided in the
Plan, no such action shall deprive the Grantee, without his or her consent,
of any rights thereunder granted 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 this 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. V
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 U.S. $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: ---------------------------------------
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
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
The One Time Grant of 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 20% An additional 20% An additional 20% An additional 20% An additional 20%
Award which vests
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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