Exhibit 10.1


 


ORIENT-EXPRESS HOTELS LTD.


 


2000 STOCK OPTION PLAN(1)


 


 


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 750,000 Class A or Class B 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 in each case that the terms and conditions of the U.K.
Plan and the form of the option are not inconsistent with the terms and
conditions of 


 






(1) As
adopted by the Board of Directors on June 5, 2000 and approved by the sole
shareholder on June 5, 2000, and amended by the Board of Directors on February 2,
2009.


 

















 


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 


 


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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 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.


 


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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 


 


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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.


 


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.


 


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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.


 


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 or the United Kingdom on
which the Company’s Class A or B 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 


 


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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, except 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 


 


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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
completion of the Company’s initial public offering of Class A common
shares, 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


 


(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 or B
common share of the 


 


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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
corporation or organization resulting from any amalgamation, merger,
consolidation or other reorganization of the Company, or upon any successor
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 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.


 


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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 June 1, 2010.


 


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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