Exhibit 10.2


 


ORIENT-EXPRESS HOTELS LTD.


 


2004 STOCK OPTION PLAN


 


(As adopted by
the Board of Directors on February 10, 2004 and approved by shareholders
on June 7, 2004, and amended by the Board of Directors on May 7, 2007
and approved (as amended) by shareholders on June 15, 2007, and amended by
the Board of Directors on February 2, 2009)


 


1.                 The Plan


 


Orient-Express
Hotels Ltd. (the “Company”) may grant, in the manner and upon the terms and
conditions set forth herein, options to purchase not in excess of an aggregate
of 1,000,000 Class A common shares of the Company (adjusted, if necessary,
in accordance with Section 12) to eligible directors, officers and
employees of the Company and its subsidiaries (as determined in accordance with
Section 3). Shares may be either authorized but unissued shares or
acquired shares.


 


2.                 Administration of the Plan


 


The
Plan shall be administered, and the options hereunder shall be granted, by the
Board of Directors of the Company or a committee thereof from time to time constituted
pursuant to the Bye-Laws of the Company. Any decision of the Board or the
committee shall be final and conclusive in all matters relating to the Plan.
The Board or the committee may make or vary regulations for the administration
and operation of the Plan not inconsistent with the provisions hereof. The
Board or the committee may act only by a majority of its members in office,
except that the members may authorize any one or more of their number or the
Secretary of the Company to execute and deliver documents on their behalf. No
member of the Board or the committee shall be liable for anything done or
omitted to be done by him or by any other member in connection with the Plan,
except for his own willful misconduct or as expressly provided by statute.


 


The
Board or the committee shall have authority to (a) adopt a subsidiary plan
(the “U.K. Plan”) under the Plan which provides for the grant of options on
shares reserved under the Plan to eligible United Kingdom resident directors,
officers and employees and complies with the requirements imposed by the United
Kingdom Board of Inland Revenue, and (b) prescribe the form of options
granted under the Plan; provided, however, in each case that the terms and
conditions of the U.K. Plan and the form of the option are not more favorable
to optionees than the terms and conditions of the Plan. Any option granted
under the U.K. Plan shall be deemed to be outstanding also under the Plan.


 


The
Board or the committee is authorized, in its discretion exercised at the time
of grant, to designate options as “United States incentive stock options”
within the meaning of Section 422 of the United States Internal Revenue
Code.


 


3.                 To Whom Options May Be Granted


 


Options
may be granted to those directors, officers and employees of the Company or any
subsidiary who, in the opinion of the Board or the committee, have contributed
significantly to the growth and progress of the Company or any subsidiary or to
persons who, in the opinion of the Board or the committee, hold promise of
contributing to the growth and progress of the Company or any subsidiary and
who can be attracted to directorship, 


 

















 


officership
or employment through the grant of options under the Plan. The Board or the
committee is hereby given the authority to determine which of the eligible
directors, officers and employees are to be granted options and the number of
shares to be allocated to each.


 


No
United States incentive stock option shall be granted to a person who is not an
employee or (except as provided in Sections 4 and 7) to an employee who owns
(or would be regarded as owning) shares possessing more than ten percent of the
total combined voting power of all classes of shares of the Company or its
subsidiaries at the time the option is granted. In addition, in the case of
United States incentive stock options, the aggregate fair market value
(determined at the time the option is granted) of the shares with respect to
which incentive stock options are exercisable for the first time by an employee
during any calendar year (under all United States incentive stock option plans
of the Company and its subsidiaries) shall not exceed U.S.$100,000.


 


The
term “subsidiary” means any corporation in an unbroken chain of corporations
beginning with the Company, each of which owns at the time such option is
granted (except in the case of the last such corporation in the chain) shares
possessing 50 percent or more of the total combined voting power of all classes
of shares in one of the other corporations in such chain.


 


4.                 Option Price


 


The
option price per share shall be not less than the fair market value of the
shares subject to the option at the time it is granted, as determined in good
faith by the Board or the committee. If a United States incentive stock option
is granted to an employee who at the time the option is granted owns (or would
be regarded as owning) shares possessing more than ten percent of the total
combined voting power of all classes of shares of the Company or its
subsidiaries, the option price shall be at least 110 percent of the fair market
value of the shares subject to the option at the time it is granted. The option
price shall be subject to adjustment in accordance with Section 12.


 


5.                 Circumstances Under Which Options May Be
Granted


 


Options may be granted at any time and from time
to time on or after the date on which the Plan is adopted by the Board of
Directors of the Company and before the expiration of ten years therefrom. If
prior to the expiration of ten years from the date on which the Plan is
adopted, an option shall expire or otherwise terminate without having been
exercised in full, the unexercised shares shall thereupon become available for
the granting of options to other eligible directors, officers and employees. No
option shall be granted unless, at the time such option is granted, the Company
shall have available at least the number of shares covered by such option and
by all other options then outstanding under the Plan.


 


6.                 Options Not Assignable


 


Every option granted under the Plan shall
provide that it is not transferable by the person to whom it is granted,
otherwise than by will or the laws of descent and distribution, and that it is
exercisable, during his lifetime, only by him.


 


7.                 Manner of Exercise of Options


 


Any
person to whom an option has been granted may exercise the same, subject to the
provisions of Section 10, at any time and from time to time before the
expiration of not more than ten years (or, in the case of any United States
incentive stock option granted to an employee subject to the second sentence of
Section 4, not more than five years) from the date 


 


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the
option was granted. Any such exercise shall be effected by giving written
notice to the Company, in a form satisfactory to the Board or the committee,
specifying the number of shares with respect to which the option is being
exercised. Any person to whom an option has been granted under the U.K. Plan
may exercise the same under the Plan, subject to all the provisions hereof and
provided that in the written notice of exercise the person states that he is
exercising under the Plan and not under the U.K. Plan.


 


8.                 Manner of Payment on Exercise of Options


 


At
the time of giving such notice, such person shall pay or cause to be paid to
the Company the full option price of the shares as to which the option is
exercised. As soon as practicable thereafter, the Company shall cause a
certificate or certificates for such shares to be registered in the name of such
person, in such denominations as such person may direct, and shall deliver said
certificate or certificates to or upon the order of such person.


 


Notwithstanding
the foregoing, on concurrence by the Board or the committee (which concurrence
may be granted or withheld in its sole discretion) the person exercising an
option may elect to defer, for a term not to exceed five years from the date of
exercise, payment of all or a portion of the option price of the shares as to
which the option is exercised, provided, however that:


 


(a)    in the case of an optionee who is a “United
States person” within the meaning of Regulation X of the Board of Governors of
the Federal Reserve System of the United States of America, the portion of the
option price so deferred for future payment shall not exceed the “good faith
loan value” of the shares, within the meaning of the applicable provisions of
Regulation G of such Board and as may be in effect on the date of exercise if
such deferral is then subject to such regulation;


 


(b)    the shares for which the option is exercised
shall be issued to and registered in the name of the person exercising the
option but shall be endorsed by the person in blank (either on the certificate
or on a separate stock power) and held by the Company as collateral for the
deferred portion of the option price;


 


(c)    the person exercising the option shall
execute a promissory note or other instrument of like effect in favor of the
Company in a principal amount equal to the deferred portion of the option price,
which instrument shall provide for the payment of interest at the rate,
determined by the Board or the committee, of at least four percent per annum,
payable quarterly;


 


(d)    the person exercising the option shall have
the right at any time and from time to time to withdraw part or all of the
option shares from the collateral so held by the Company upon payment of a
corresponding portion of the deferred option price, together with any accrued
interest thereon, and that upon such payment the person exercising the option
shall be discharged under the promissory note or other instrument, pro tanto,
and shall then be free to dispose of the shares in any manner he may deem
appropriate, subject to the relevant conditions and restrictions of the Plan;
and


 


(e)    the deferred payment arrangement shall be
subject to such further terms and conditions as may be prescribed by the Board
or the committee upon the exercise of options.


 


The
person exercising an option shall be entitled, from the date of exercise, to
all the rights of a shareholder as to the shares covered by the exercise,
including the right to vote the shares and to receive and retain all dividends
paid thereon.


 


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8A.          Cashless Exercise


 


In lieu of exercising any
option and making payment as specified in Section 8, any person exercising
an option may elect to receive, and the Company will issue to such option
holder, upon the surrender of the option (or specified portion thereof), that
number of shares equal to the value of the option (or specified portion
thereof), computed using the following formula (a “Cashless Exercise”):


 


	
   

  	
   

  	
  X

  	
   

  	
  =

  	
   

  	
  Y(A-B)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
  X

  	
   

  	
  =

  	
   

  	
  the number of
  shares to be issued in a Cashless Exercise.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y

  	
   

  	
  =

  	
   

  	
  the number of shares issuable upon exercise of the
  option (or specified portion thereof).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
  =

  	
   

  	
  the current share price of the shares, as defined
  below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B

  	
   

  	
  =

  	
   

  	
  the exercise price of the option (or specified
  portion thereof) as to which Cashless Exercise has been elected by the person
  exercising the option.

  



 


In the case of any Cashless
Exercise, the “current share price” of the shares shall mean the closing price
of a share on the New York Stock Exchange (or any other national securities
exchange in the United States of America on which the Company’s class A
common shares are listed) on the business day immediately preceding the date on
which the Cashless Exercise takes place.


 


The Company shall not be
required to issue any fractional shares in connection with any Cashless
Exercise.  If a fraction of a share would
otherwise be issuable on the exercise of an option (or specified portion
thereof), the Company shall pay to the person exercising the option an amount
in cash equal to the current share price multiplied by such fraction.


 


Upon the Cashless
Exercise of an option pursuant to the provisions of this Section 8A, the
option holder will pay to the Company in cash an amount equal to the par value
of each share to be issued in the Cashless Exercise ($0.01 per share).


 


9.                 Exercise After Death of Person to Whom
Granted


 


In
the event the person to whom an option is granted shall die owning but without
having fully exercised the option, his estate or any person who acquired the
right to exercise the option by bequest or inheritance or by reason of the
death of the optionee may, subject to the provisions of Section 10 (except
subsection 10(b) and (d)), exercise the option at any time and from time
to time before the expiration of the period of one year after the date of
death, notwithstanding that the exercise may occur less than three years or
more than ten years after the date of grant thereof, but only if the person so
exercising the option shall have furnished the Company with evidence
satisfactory to the Company of the person’s right to exercise the option and of
payment or provision for the payment of any estate, transfer, inheritance or
death taxes payable with respect to the option or the shares to which it
relates. Any such exercise shall be effected in the manner described in
Sections 7 and 8. Any such exercise, however, shall not be permitted in the
case of a United States incentive stock option after the expiration of ten
years from the date the option was granted.


 


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10.          Circumstances Under Which Options May Not
Be Exercised


 


Every
option under the Plan shall provide that it may not be exercised (except as may
be otherwise provided in Sections 9 and 11):


 


(a)    until the shares reserved for issuance upon
the exercise thereof have been listed upon any national securities exchange in
the United States of America on which the Company’s Class A common shares
are then listed;


 


(b)    until the expiration of a period of three
years from the date the option was granted, and in any event not after (i) the
expiration of a period of three months from the date a person ceases to be a
director, officer or employee of the Company or a subsidiary thereof under
circumstances not involving misconduct, impropriety or inefficiency on his part
or (ii) the termination of the directorship, officership or employment of
a person by the Company or a subsidiary thereof or the shareholders for reasons
involving misconduct, impropriety or inefficiency on his part; provided,
however, that a person ceasing to be a director, officer or employee of the
Company or a subsidiary thereof on account of (i) retirement at or after
the normal retirement date, (ii) early retirement not earlier than five
years before the normal retirement date, (iii) injury or disability, (iv) dismissal
for redundancy or (v) on concurrence of the Board or the committee (which
concurrence may be granted or withheld in its sole discretion), the sale or
other disposition of the subsidiary for which the person acts as director or
officer or which employs the employee or the operating division of the Company
or a subsidiary for which the employee performs his employment, shall be
entitled to exercise an option at any time prior to the expiration of a period
of three months from the date he ceases to be a director, officer or employee
of the Company or a subsidiary thereof notwithstanding that such exercise is
made prior to the expiration of a period of three years from the date such
option was granted (and for purposes of this Section 10 hereof, the
directorship, officership or employment of any person with the Company or a
subsidiary thereof shall not be deemed to have ceased or terminated so long as
such person shall continuously since the date of grant of the option be a
director, officer or employee either of the Company or a subsidiary thereof or
of Sea Containers Ltd. or a subsidiary thereof);


 


(c)    unless the Board or the committee shall be
satisfied that the issuance of shares upon exercise will be in compliance with
all relevant rules and regulations of the United States Securities and
Exchange Commission; or


 


(d)    after the expiration of ten years from the
date the option is granted.


 


11.          Change in Control


 


For
purposes of this Section 11, “Change in Control” means any of the
following events:


 


(a)    any “person” (as that term is defined for
the purposes of Section 13(d) or 14(d) of the U.S. Securities
Exchange Act of 1934), other than James B. Sherwood or a group including James
B. Sherwood or any subsidiary of the Company, 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


 


(b)    individuals who, on the date of adoption of
the Plan, 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


 


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(c)    the Company amalgamates, merges or
consolidates with or into any other corporation, other than a corporation which
directly, or indirectly through one or more intermediaries, is controlled by
James B. Sherwood or a group including James B. Sherwood, without the approval
of its Board of Directors constituted as provided in clause (b) above; or


 


(d)    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 (b) above.


 


In
the event of a Change in Control, and notwithstanding anything to the contrary
in Section 3, any outstanding option granted under the Plan which an
optionee shall not then have been entitled to exercise shall become exercisable
immediately prior to or concurrently with the occurrence of the Change in
Control and the optionee shall have the right to exercise all such options.


 


Notwithstanding
anything in the Plan to the contrary, in the event of exercise of an option
following a Change in Control, the optionee may elect, in the written notice
provided for in Sections 7 and 8, (i) to pay or cause to be paid to the
Company the full option price of the shares as to which the option is
exercised, or (ii) to surrender to the Company all or any part of an
option and receive from the Company upon such surrender an amount in cash equal
to the excess, if any, of the determined value of the shares subject to the
option or portion thereof so surrendered over the aggregate exercise price of
such shares as set forth in the applicable option grant letter. The term “determined
value” as used herein means the higher of (A) the highest sale price per Class A
common share of the Company on the New York Stock Exchange (or, if any of such
shares are not listed on that exchange at that time, then the highest sale
price of the shares on the principal stock exchange on which such shares are
listed, or if such shares are not listed, then the over-the-counter market)
during the 12 months immediately preceding the date of the Change in Control,
or (B) the highest price per share actually paid in connection with any
Change in Control (including, without limitation, prices paid in any subsequent
amalgamation, merger or combination with any entity that acquires control of
the Company), in either case multiplied by the number of shares subject to the
option or portion thereof so surrendered. In the event of a surrender of all or
a portion of an option pursuant to this Section, the number of shares as to
which the option was surrendered shall not again become available for use under
the Plan.


 


The
obligations of the Company under the Plan shall be binding upon any successor
company, corporation or other organization resulting from any amalgamation,
merger, consolidation or other reorganization of the Company, or upon any
successor company, corporation or organization succeeding to all or
substantially all of the assets and business of the Company, in any such case
which would constitute a Change in Control. The Company agrees that it will
make appropriate provisions for the preservation of all optionees’ rights under
the Plan in any agreement or plan that it may enter into or adopt to effect any
such amalgamation, merger, consolidation, reorganization or transfer of assets
constituting a Change in Control.


 


12.          Adjustment of Number or Kind of Shares


 


If the Company shall effect one or more share
splits, share dividends, combinations of shares, exchanges of shares or similar
capital adjustments, the Board or the committee shall appropriately adjust the
aggregate number and kind of shares with respect to which options have been
granted or may be granted under the Plan. Every option granted under the Plan
shall provide that, in the event of any such capital adjustments, the number
and kind of the 


 


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shares
with respect to which it may be exercised, and the option price, shall be
appropriately adjusted.


 


13.          Amendment


 


The
Plan may be amended from time to time by the Board of Directors of the Company.
No amendment shall alter or impair any of the rights or obligations of any
person, without his consent, under any option theretofore granted under the
Plan.


 


14.          Termination


 


The
Plan shall terminate upon the first of the following dates or events to occur:


 


(a)    if the Company is a participant in any
corporate amalgamation, merger, consolidation or other transaction and no provision
is made at the time of the transaction to continue the Plan, except as provided
in Section 11;


 


(b)    resolution of the Board of Directors of the
Company terminating the Plan; or


 


(c)    on February 9, 2014.


 


In
the event of termination of the Plan in any of the ways provided hereinabove,
the provisions of the Plan shall continue in full force and effect as regards
any options granted prior to such termination.


 


15.          Effect of Options Upon Employment


 


Nothing
in the Plan shall be construed as giving any person acting as a director or
officer of or employed by the Company or any subsidiary thereof the right to be
retained in such directorship, officership or employment. The Company and any
subsidiary thereof and the shareholders shall have the right to dismiss any
director, officer or employee at any time with or without cause and without
liability for the effect which such dismissal might have upon him as a
participant under the Plan, and under no circumstances shall a person ceasing
to be a director, officer or employee by reason of dismissal or otherwise be
entitled to or claim against the Company or any subsidiary thereof any
compensation for or in respect of any consequent reduction or loss of his
rights or benefits (actual or prospective) under any option held by him in
connection with the Plan.


 


16.          Construction


 


In
all respects the Plan shall be governed by, and be construed in accordance
with, the laws of the Islands of Bermuda.


 


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