Exhibit 10.10


[Conformed copy of
Severance Agreement with Simon M.C. Sherwood]


SEVERANCE AGREEMENT


THIS AGREEMENT, dated December 1, 2006, is made by
and between ORIENT-EXPRESS HOTELS LTD., a
Bermuda company (the “Company”), and Simon M.C. Sherwood (the “Executive”).


RECITALS


A.  The
Executive is employed by the Company or a subsidiary of the Company and is
appointed by the Company as its President and Chief Executive Officer; and


B.  The
Company considers it essential to the best interests of its shareholders to
foster the continued employment of key management personnel; and


C.  The
Company’s Board of Directors recognizes that, as is the case with many publicly
held corporations, the possibility of a change in control with respect to the
Company exists and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of senior management personnel to the detriment of the Company and its
shareholders; and


D.  The
Company’s Board of Directors has determined that appropriate steps should be
taken to reinforce and encourage the loyalty and continued attention and
dedication of the Company’s senior management, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a change in control with respect
to the Company.


NOW, THEREFORE, the Company and the Executive hereby agree
as follows:


Section 1.          Defined Terms.  Capitalized terms are defined in Section 11.


Section 2.          Term of Agreement.  This Agreement shall commence as of the date
first written above (the “Effective Date”) and shall continue in effect
through the third anniversary of the Effective Date; provided, however, that
thereafter, the term shall automatically be extended for additional one-year
periods, unless, not later than 90 days prior to the third anniversary or any
anniversary thereafter, as applicable, the Company or the Executive shall have
given notice to the other party of its or his election not to extend the term
hereof.


Section 3.          Company’s Covenants.  In order to induce the Executive to remain in
the employ of the Company or a subsidiary of the Company, the Company agrees,
under the conditions described herein, to pay the Executive the Severance
Payment set forth in Section 4. No Severance Payment shall be payable under
this Agreement, unless during the term of this Agreement there shall have been
a termination of the Executive’s employment with the Company or a subsidiary of
the Company following a Change in Control under Section 4 hereof. This
Agreement shall not be construed as creating an express or implied contract of
employment and, except as otherwise agreed in writing between the Executive and
the Company or a subsidiary of the Company, the Executive shall not have any
right to be retained in the employ of the Company or a subsidiary of the
Company.



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Section 4.          Severance Payment.


(a)       Severance Payment Following Change in Control.  If
during the term of this Agreement (i) a Change in Control occurs and (ii) the
Executive’s employment is terminated for any reason within one year following
such Change in Control by the Company or a subsidiary of the Company or by the
Executive, then, in any such case, the Company shall pay the Executive a lump
sum severance payment (the “Severance Payment”), in cash, equal to two
times the sum of (x) the Executive’s annual base salary as in effect
immediately prior to the effective date of the termination, and (y) the most
recent annual bonus payment made to the Executive.


(b)       Termination of Employment Prior to Change in
Control.  For purposes of this Agreement, the Executive’s
employment shall be deemed to have been terminated following a Change in
Control, if (i) the Executive’s employment is terminated by the Company or a
subsidiary of the Company prior to a Change in Control and such termination was
at the request or direction of a Person who has entered into an agreement with
the Company the consummation of which constitutes a Change in Control (an “Acquiring
Person”), or (ii) the Executive terminates his employment prior to a Change
in Control after the Acquiring Person has announced to the Company its
intention to consummate a transaction constituting a Change of Control.


Section 5.          Termination of Employment Agreement. 
Notwithstanding any provisions in the employment agreement of the
Executive with the Company or a subsidiary of the Company, as in effect on the
Effective Date (the “Employment Agreement”), regarding the right to terminate
the Executive’s employment without cause or any other reason, or regarding the
required notice for termination, the Executive’s employment may only be
terminated by him or by the Company or a subsidiary of the Company without
cause or any other reason, if the party terminating shall give the other party
not less than six months’ prior written notice of the date of termination,
which shall not be sooner than June 30, 2007, unless the termination occurs
following a Change in Control.  This
Section 5 shall not affect any provisions in the Employment Agreement related
to termination for cause or any other reason.


Section 6.          Binding
Agreement.  This Agreement shall inure to the benefit of
and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death
of the Executive) if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the executors, personal representatives or administrators of
the Executive’s estate.


Section 7.          Notices.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when (i) sent by telefax, (ii) hand
delivered, (iii) sent by courier, or (iv) mailed by registered mail, return
receipt requested, postage prepaid, addressed, if to the Executive, to the
address inserted below the Executive’s signature on the final page hereof and,
if to the Company, to the address set forth below, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon actual
receipt:



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To the Company:


Orient-Express Hotels Ltd.


c/o Orient-Express Services Ltd.


20 Upper Ground


London SE1 9PF


England


Attention: 
Company Secretary


Fax:  +44-(0)20-7805-5908


Section 8.          Miscellaneous.


(a)       No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer as may be
specifically designated by the Company’s Board of Directors.


(b)       No waiver by either party hereto at any time
of any breach by the other party hereto of, or of any lack of compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.


(c)       This Agreement supersedes any other
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which have been made by either party;
provided, however, that, except as set forth in Section 5 hereof, this
Agreement shall not supersede, but instead govern in addition to, the
Employment Agreement, and in the event of a conflict between the Employment
Agreement and this Agreement, this Agreement shall govern.


(d)       The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of Bermuda.


(e)       Any payments provided for hereunder shall be
paid net of any applicable withholding required under applicable laws.


(f)        The obligations of the Company and the
Executive under this Agreement which by their nature may require either partial
or total performance after the expiration of the term of this Agreement shall
survive such expiration.


Section 9.          Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


Section 10.        Resolution of Disputes; Arbitration.


(a)       All claims by the Executive for benefits
under this Agreement shall be directed to and determined by the Company’s Board
of Directors and shall be in writing. Any denial by the Company’s Board of
Directors of a claim for payments under this Agreement shall be delivered to
the Executive in writing and shall set forth the specific reasons for the
denial and the specific provisions of this Agreement relied upon. The Company’s
Board of Directors shall afford a reasonable opportunity to the Executive for a
review of the decision denying a claim and shall further allow the Executive to
appeal to the Company’s Board of



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Directors
a decision of the Company’s Board of Directors within sixty (60) days after
notification by the Company’s Board of Directors that the Executive’s claim has
been denied.


(b)       Any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by arbitration
before the American Arbitration Association in New York, New York in accordance
with its commercial arbitration rules as in effect at the time when the dispute
or controversy arises.  Judgment may be
entered on the arbitrator’s award in any court having jurisdiction.
Notwithstanding any provision of this Agreement to the contrary, the Executive
shall be entitled to seek specific performance of the Executive’s right to be
paid until the effective date of the termination of his employment during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.


Section 11.        Definitions.  For purposes of this Agreement, the following
terms shall have the meanings indicated below:


(a)       “Affiliate” shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Exchange Act.


(b)       “Acquiring Person” shall have the meaning set
forth in Section 4 hereof.


(c)       For purposes of this Agreement, “Change in
Control” means any of the following events:


(i)  any “person” (as that term is defined for the
purposes of Section 13(d) or 14(d) of the Exchange Act) shall directly or
indirectly acquire more than 40% of the voting shares of the Company then
outstanding and then entitled to vote generally in the election of directors of
the Company; or


(ii) individuals
who, on the date of entering into this Agreement, constitute the Company’s
Board of Directors (or the successors of such individuals nominated by such
Board of Directors or a committee thereof on which such individuals or their
successors constitute a majority) shall cease to constitute a majority of the
Company’s Board of Directors; or


(iii) the Company
amalgamates, merges or consolidates with or into any other corporation, without
the approval of its Board of Directors constituted as provided in clause (ii)
above; or


(iv) the Company sells,
leases, exchanges or otherwise disposes of all or substantially all of its
assets and business without the approval of its Board of Directors constituted
as provided in clause (ii) above.


(d)       “Company” shall mean Orient-Express Hotels
Ltd., and, except in determining under Section 11(c) hereof whether or not any
Change in Control of the Company has occurred, shall include any successor to
its business and/or assets which assumes and agrees to perform this Agreement
by operation of law, or otherwise.


(e)       “Effective Date” shall have the meaning set
forth in Section 2 hereof.


(f)        “Employment Agreement” shall have the meaning
set forth in Section 5 hereof.



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(g)       “Exchange Act” shall mean the U.S. Securities
Exchange Act of 1934, as amended from time to time.


(h)       “Executive” shall mean the individual named
in the first paragraph of this Agreement.


(i)        “Person” shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


(j)        “Severance Payment” shall have the meaning
set forth in Section 4 hereof.


	
  

  	
  ORIENT-EXPRESS HOTELS LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edwin S. Hetherington

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Edwin S. Hetherington

  	
   

  
	
   

  	
  Title:

  	
  Vice President,
  General Counsel

  and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Simon M.C. Sherwood

  	
   

  	
   

  
	
   

  	
  Name: Simon M.C.
  Sherwood

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [home address]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 



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