exv4w4



 



Exhibit 4.4



CP SHIPS LIMITED



U.S. EMPLOYEE STOCK PURCHASE PLAN








 





CP SHIPS LIMITED

U.S. EMPLOYEE STOCK PURCHASE PLAN


     1.     Purpose. The purpose of the CP Ships Limited U.S. Employee Stock
Purchase Plan (the “Plan”) is to provide certain employees of certain
Affiliates of CP Ships Limited, a New Brunswick corporation (the
“Corporation”), added incentive to continue in their employment with such
Affiliates and to encourage increased efforts to promote the best interests of
the Corporation and its Affiliates by permitting eligible employees to purchase
shares of common stock of the Corporation (“Common Stock”) at below-market
prices. The Corporation intends to use reasonable efforts to have the Plan
qualify as an “employee stock purchase plan” under section 423 of the Internal
Revenue Code of 1986, as amended (the “Code”). However, the Corporation does
not undertake or represent that the Plan complies or will continue to comply
with section 423 of the Code.


     2.     Definitions.


     For the purposes of the Plan, the following terms shall have the following
meanings:


     (a)     “Affiliate” shall mean any subsidiary corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50 percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain, as described in section 424(f) of the Code.


     (b)     “Board” shall mean the board of directors of the Corporation.


     (c)     “Change in Control” shall mean:



		
	 	      (i)     the initial acquisition by any person, or any persons acting
jointly or in concert (as determined by the Securities
Act (Ontario)),
whether directly or indirectly, of voting securities of the Corporation
which, together with all other voting securities of the Corporation held
by such persons, constitutes, in the aggregate, more than 20% of all
outstanding voting securities of the Corporation;
	 
	 	     (ii)     an amalgamation, arrangement or other form of business
combination of the Corporation with another corporation which results in
the holders of voting securities of that other corporation holding, in
the aggregate, more than 50% of all outstanding voting securities of the
corporation resulting from the business combination;
	 
	 	     (iii)     a sale, disposition, lease or exchange to or with another
person or persons (other than a corporation that is a subsidiary of the
Corporation as defined in the Securities Act (Ontario)) of property of
the Corporation representing 50% or more of the net book value of the
assets of the Corporation, determined as of the date of the most recently
published audited annual or unaudited quarterly interim financial
statements of the Corporation; or



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	 	     (iv)     a change in the composition of the Board over any twelve month
period such that more than 50% of the persons who were directors of the
Corporation at the beginning of the period are no longer directors at the
end of the period, unless such change is a consequence of normal
attrition.



     (d)     “Committee” shall mean the Compensation Committee of the Board or any
other committee appointed by the Board consisting of two or more members of the
Board.


     (e)     “Corporation” shall mean CP Ships Limited, and any successor
corporation thereto;


     (f)     “Date of Termination” shall mean the actual date of termination of
employment of an employee or the actual date on which a participant ceases to
be an Eligible Employee, and shall exclude any date with respect to which an
individual is in receipt of or is eligible to receive any statutory,
contractual or common law notice or compensation in lieu thereof or severance
or damage payments following the actual date of employment termination;


     (g)     “Designated Affiliate” shall mean Lykes Lines Limited, LLC, Canada
Maritime Agencies LTD, Cast NA (Agencies) Ltd, Cast NA Trucking Ltd, and any
other Affiliate which has been designated by the Committee as eligible to
participate in the Plan with respect to its eligible employees.


     (h)     “Exercise Date” shall mean the last day of an Offering Period on which
The Toronto Stock Exchange is open for business.


     (i)     “Fair Market Value” of a share of common Stock on a given day shall
mean the last sale price of a share of Common Stock as reported on The Toronto
Stock Exchange on the date as of which such value is being determined, or if
there shall be no reported transactions for such date, on the next preceding
date for which transactions are reported.


     (j)     “Insiders” shall have the meaning attributable to such term in section
627 of The Toronto Stock Exchange company manual.


     (k)     An “Offering Period” shall mean the period beginning on the first day
of each calendar month in which the Plan is in effect and ends on the last day
of such calendar month on which The Toronto Stock Exchange is open for
business.


     (l)     “Purchase Price” of a share of common stock shall mean 85% of the Fair
Market Value of a share of Common Stock on the day preceding the Exercise Date
within an Offering Period. If such price contains a fraction of one tenth of
one cent, the Purchase Price shall be increased to the next higher tenth of one
cent.


     3.     Eligibility.


     (a)     Eligible Employee. For any Offering Period participation in the Plan
shall be open to each employee of the Designated Affiliates, provided that to
be eligible such employee (i) must have at least three continuous months of
employment with the Corporation or an Affiliate and (ii) must customarily work
for at least 20 hours per week as of the first day of any


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 such Offering Period and at least five months in any calendar year. No
right to purchase shares of Common Stock hereunder shall accrue under the Plan
in favor of any person who is not an Eligible Employee as of the first day of
the relevant Offering Period. For purposes of the Plan, the term “employee”
shall not include any individual who performs services for a Designated
Affiliate pursuant to an agreement (written or oral) that classifies such
individual’s relationship with such Designated Affiliate as other than a common
law employee of the Designated Affiliate, regardless of whether such individual
is at any time determined to be a common law employee of the Designated
Affiliate.


     (b)     Limitations. Notwithstanding anything contained in the Plan to the
contrary, no Eligible Employee shall acquire a right to purchase shares of
Common Stock hereunder to the extent that (v) immediately after receiving such
right, such employee owns 5% or more of the total combined voting power or
value of all classes of stock of the Corporation or any Affiliate (including
any stock attributable to such employee under section 424(d) of the Code), or
(w) it would permit such employee to purchase, as of the first day of an
Offering Period, shares of Common Stock (under the Plan and any other plan of
the Corporation or any of its Affiliates described in section 423 of the Code)
at a rate that exceeds $25,000 of Fair Market Value of the Common Stock as of
the beginning of an Offering Period for each calendar year, determined under
section 423(b)(8) of the Code; and (x) a majority of shares of Common Stock
issued under the Plan shall be issued to persons who are not Insiders of the
Corporation, (y) in any one-year period, the number of shares of Common Stock
issued under the Plan, together with shares of Common Stock issued or issuable
under all other compensation plans adopted by the Corporation, shall not exceed
10% of the shares of Corporation’s outstanding Common Stock (determined on the
basis of the number of shares of Common Stock outstanding immediately prior to
the issuance of shares of Common Stock under the Plan and excluding shares of
Common Stock issued pursuant to all of the Corporation’s compensation plans
over the preceding one-year period), and (z) in any one-year period, the number
of shares of Common Stock issued under the Plan to Insiders of the Corporation,
together with shares of Common Stock issued or issuable to Insiders of the
Corporation under all other compensation plans adopted by the Corporation,
shall not exceed either 10% with respect to all Insiders of the Corporation in
the aggregate or 5% with respect to any one Insider of the Corporation’s
outstanding Common Stock (such percentages shall be determined on the basis of
the number of shares of Common Stock outstanding immediately prior to the
issuance of shares of Common Stock under the Plan and shall exclude shares
issued pursuant to all of the Corporation’s compensation plans over the
preceding one-year period).


     (c)     Rights and Privileges. All Eligible Employees who participate in the
Plan shall have the same rights and privileges under the Plan except for
differences which may be mandated by local law and which are consistent with
section 423(b)(5) of the Code.


     4.     Effective Date of Plan. The Plan shall become effective on April 1,
2002. The Plan shall cease to be effective unless, within 12 months before or
after the date of its adoption by the Board, it has been adopted by the
shareholders of the Corporation at a duly called meeting of such shareholders.


     5.     Participation During an Offering Period. Each participant shall be
granted a separate right to purchase shares of Common Stock for each Offering
Period in which such


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 participant participates in the Plan. The right shall be granted on the
first day of the Offering Period and shall be exercised automatically on the
Exercise Date for such Offering Period.


     6.     Basis of Participation.


     (a)     Enrollment; Payroll Deduction. Subject to compliance with applicable
rules prescribed by the Committee, each Eligible Employee shall be entitled to
enroll in the Plan as of the first day of any Offering Period which begins on
or after such employee has become an Eligible Employee.


     To enroll in the Plan, an Eligible Employee shall make a request to the
Corporation or its designated agent, at the time and in the manner prescribed
by the Committee, specifying the amount of payroll deduction to be applied to
the compensation paid to the employee by the employee’s employer while the
employee is a participant in the Plan. The amount of each payroll deduction
specified in such request for each such payroll period shall be a whole
percentage of a participant’s compensation, unless otherwise determined by the
Committee to be a whole dollar amount, in either case not to exceed 10% (or
such higher percentage not exceeding 15% as may be determined by the Committee)
of the participant’s compensation (before withholding or other deductions) paid
to him or her during the Offering Period by the Corporation or any of the
Designated Affiliates. Subject to compliance with applicable rules prescribed
by the Committee, the request shall become effective on the first day of the
Offering Period following the day the Corporation or its designated agent
receives such request.


     Payroll deductions (and any other amount paid under the Plan) shall be
made for each participant in accordance with such participant’s request until
such participant’s participation in the Plan terminates, such participant makes
a new request that changes the amount of payroll deductions, the participant
elects to suspend his or her participation in the Plan, or the Plan terminates,
all as hereinafter provided.


     A participant may change the amount of his or her payroll deduction
effective as of the first day of any Offering Period by so directing the
Corporation or its designated agent at the time and in the manner specified by
the Committee. The Committee may establish rules limiting the frequency with
which participants may change, discontinue and resume payroll deductions under
the Plan and may impose a waiting period on participants wishing to resume
payroll deductions following discontinuance. The Committee also may change the
rules regarding discontinuance of participation or changes in participation in
the Plan. Except to the extent otherwise determined by the Committee, a
participant may not change the amount of his or her payroll deduction effective
as of any date other than the first day of a Offering Period, except that a
participant may elect to suspend his or her participation in the Plan as
provided in Section 8.


     Payroll deductions for each participant shall be credited to a purchase
account established and maintained on behalf of the participant on the books of
the participant’s employer or such employer’s designated agent (a “Purchase
Account”). Unless otherwise specified by the Committee, payroll deductions
shall be credited to a participant’s Purchase Account in local currency. On
each Exercise Date, the amount in each participant’s Purchase Account will be
converted into Canadian dollars and will be applied to purchase on The Toronto
Stock Exchange


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 the number of shares of Common Stock determined by dividing such converted
amount by the Purchase Price for the Offering Period ending on such Exercise
Date. No interest shall accrue at any time for any amount credited to a
Purchase Account of a participant except where otherwise required by local law
as determined by the Committee.


     (b)     Methods of Participation. The Committee may, in its discretion,
establish additional procedures whereby Eligible Employees may participate in
the Plan by means other than payroll deduction, including, but not limited to,
delivery of funds by participants in a lump sum or automatic charges to
participants’ bank accounts. Any method of participating shall be subject to
such rules and conditions as the Committee may establish. The Committee may at
any time amend, suspend or terminate any participation procedures established
pursuant to this paragraph without prior notice to any participant or Eligible
Employee.


     7.     Purchase Accounts and Certificates. The Common Stock purchased on an
Exercise Date by a participant shall be posted to such participant’s Purchase
Account as soon as practicable after, and credited to such participant’s
Purchase Account as of, such Exercise Date. Except as provided in Sections 8
and 9, a participant will be issued his or her shares when his or her
participation in the Plan is terminated or the Plan is terminated.


     Participants may obtain information regarding their Purchase Accounts by
contacting the administrator of the Plan or its duly designated delegate at any
time. In addition, information regarding the entries made to each
participant’s Purchase Account, the number of Common Shares purchased and the
applicable Purchase Price shall be made available, either in writing or
electronically, to each participant on a quarterly basis. In the event that
the maximum number of shares of Common Stock are purchased by the participant
for the Offering Period and cash representing a fractional share remains
credited to the participant’s Purchase Account, such cash shall be held in the
participant’s Purchase Account to purchase shares of Common Stock at the end of
the immediately following Offering Period or subsequent Offering Period. Cash
in excess of a fractional share shall be delivered to the participant as soon
as practicable after the end of an Offering Period. For purposes of the
preceding sentence, the maximum number of shares of Common Stock that may be
purchased by a participant for a Offering Period shall be determined under
Section 3.


     The Committee may permit or require that shares be deposited directly with
a broker designated by the Committee (or a broker selected by the Committee) or
to a designated agent of the Corporation, and the Committee may utilize
electronic or automated methods of share transfer. The Committee may require
that shares be retained with such broker or agent for a designated period of
time (and may restrict dispositions during that period) or may establish other
procedures to permit tracking of disqualifying dispositions of such shares or
to restrict transfer of such shares. The Corporation shall retain the amount
of payroll deductions used to purchase shares of Common Stock as full payment
for the shares of Common Stock and the shares of Common Stock shall then be
fully paid and non-assessable. Dividends (including stock dividends and
dividends in kind) or other distributions in respect of Common Stock purchased
pursuant to the Plan, less any applicable withholding taxes, shall be credited
to each participant’s Purchase Account as of the dividend payment date or
distribution date, as the case may be. The Committee may require that shares
purchased under the Plan shall automatically participate in a dividend
reinvestment plan or program maintained by the Corporation.


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     8.     Suspension or Termination of Participation. A participant may elect at
any time, in the manner prescribed by the Committee, to suspend his or her
participation in the Plan, provided that such election is received by the
Corporation or its designated agent prior to the date specified by the
Committee for suspension of participation during the Offering Period for which
such suspension is to be effective. Upon any suspension of participation, the
participant’s payroll deductions shall cease and the cash credited to such
participant’s Purchase Account on the date of such suspension shall be
delivered as soon as practicable to such participant. A participant who
elects to suspend participation in the Plan shall be permitted to resume
participation in the Plan by making a new request at the time and in the manner
described in Section 6 hereof.


     If the participant dies, terminates employment with a Designated Affiliate
for any reason, or otherwise ceases to be an Eligible Employee, such
participant’s participation in the Plan shall immediately terminate. The cash
credited to such participant’s Purchase Account on his or her Date of
Termination shall be delivered as soon as practicable to such participant or
his or her beneficiary or legal representative, as the case may be, without
interest (except where required by local law), and the cash equivalent for any
fractional share held, and, upon the election of the participant or his or her
beneficiary or legal representative, either certificate(s) for the number of
full shares of Common Stock held for his or her benefit or the fair market
value of such shares shall be delivered to such participant, beneficiary or
legal representative. The cash equivalent for any fractional share held for
the benefit of a participant shall be determined by multiplying the fractional
share by the fair market value of a share of Common Stock on the day
immediately preceding the participant’s Date of Termination. Whether a
termination of employment has occurred shall be determined by the Committee.
The Committee also may establish rules regarding when leaves of absence or
change of employment status will be considered to be a termination of
employment, and the Committee may establish termination of employment
procedures for the Plan which are independent of similar rules established
under other benefit plans of the Corporation and its Affiliates.


     9.     Termination or Amendment of the Plan. The Plan shall terminate on
April 1, 2012, unless earlier terminated by action of the Board or the
Committee, in which case notice of such termination shall be given to all
participants, but any failure to give such notice shall not impair the
effectiveness of the termination. Such termination shall not impair any rights
that under the Plan shall have vested on or prior to the date of such
termination. If at any time the number of shares of Common Stock remaining
available for purchase under the Plan is less than the number of shares of
Common Stock that could be purchased by the Purchase Accounts at such time,
then the Board or Committee may determine an equitable basis of apportioning
available shares of Common Stock among all participants.


     The Board or the Committee may amend the Plan from time to time in any
respect for any reason; provided, however, that no such amendment shall (a)
materially adversely affect any of the terms and conditions under which shares
of Common Stock may be purchased under the Plan during the Offering Period in
which such amendment is to be effected, (b) increase the maximum number of
shares of Common Stock which may be purchased under the Plan, (c) decrease the
Purchase Price of the Common Stock for any Offering Period below the lesser of
85% of the fair market value thereof on the first day of the Offering Period
and 85% of such fair


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 market value on the last day of such Offering Period or (d) adversely
affect the qualification of the Plan under section 423 of the Code, and
provided further, that no such amendment shall be of any effect unless the
prior approval of The Toronto Stock Exchange shall have been obtained.


     Upon termination of the Plan, the number of full shares of Common Stock
held for each participant’s benefit shall be issued as soon as practicable to
such participant and the cash equivalent of any fractional share so held, and
the cash, if any, credited to such participant’s Purchase Account, shall be
distributed (without interest, except where required by local law) as soon as
practicable to such participant.


     10.     Change in Control. In order to maintain the participants’ rights in
the event of any Change in Control of the Company, upon such Change in Control
the current Offering Period shall thereupon end, and the cash credited to all
participants’ Purchase Accounts shall be applied to purchase shares pursuant to
Sections 7 and 8, and the Plan shall immediately thereafter terminate.


     11.     Non-Transferability. Rights acquired under the Plan are not
transferable by a participant otherwise than by will or the laws of descent and
distribution, and must be exercisable during his or her lifetime only by the
participant. If a participant in any manner attempts to transfer, assign or
otherwise encumber his or her rights or interest under the Plan, such act shall
be treated as an election by the participant to discontinue participation in
the Plan pursuant to Section 8.


     12.     Shareholder’s Rights. No Eligible Employee or participant shall by
reason of the Plan have any rights of a shareholder of the Corporation until he
or she shall acquire Common Stock as herein provided. Except as otherwise
provided herein, a participant shall have all the rights of a shareholder upon
the acquisition of shares of Common Stock under the Plan; provided, however,
that such a participant may vote such shares only by providing voting
instructions to the Committee or its designated agent.


     13.     Administration of the Plan. The Plan shall be administered by the
Committee. In addition to the power to amend or terminate the Plan pursuant to
Section 9, the Committee shall have full power and authority to: (i) interpret
and administer the Plan and any instrument or agreement entered into under the
Plan; (ii) establish such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; (iii)
designate which Affiliates will participate in the Plan; and (iv) make any
other determination and take any other action that the Committee deems
necessary or desirable for administration of the Plan, including by way of
illustration the delegation of any of its power and authority to one or more
individuals. Decisions of the Committee shall be final, conclusive and binding
upon all persons, including the Corporation or its Affiliates, any participant
and any other employee of the Corporation or its Affiliates. A majority of the
members of the Committee may determine its actions and fix the time and place
of its meetings. The Committee may delegate to one or more individuals the
day-to-day administration of the Plan. The Corporation and the Designated
Affiliates shall pay all expenses incurred in the administration of the Plan,
as determined by the Corporation. No Board or Committee member shall be liable
for any action or determination made in good faith with respect to the Plan or
any option granted thereunder.


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     Except as otherwise provided in Section 3 above, the Plan shall be
administered so as to ensure that all participants have the same rights and
privileges in accordance with section 423(b)(5) of the Code.


     14.     Maximum Number of Shares; Adjustments. Subject to adjustment as
hereinafter set forth, the maximum number of shares of Common Stock that may be
purchased under the Plan is 927,000 shares and the maximum number of such
shares which may be issued by the Corporation from its Treasury is 927,000, in
each case as adjusted for stock dividends, stock splits or other similar
corporate changes, subject to any regulatory approval. Common Stock sold
hereunder may be purchased for participants in the open market (on an exchange
or in negotiated transactions) or may be previously acquired treasury shares,
authorized and unissued shares, or any combination thereof. If the Corporation
shall, at any time prior to, on or after the effective date of the Plan, change
its issued Common Stock into an increased number of shares, with or without par
value, through a stock dividend or a stock split, or into a decreased number of
shares, with or without par value, through a combination of shares, then,
effective with the record date for such change, the maximum number of shares of
Common Stock which thereafter may be purchased under the Plan and the maximum
number of shares which thereafter may be purchased during any Offering Period
shall be the maximum number of share which, immediately prior to such record
date, remained available for purchase under the Plan and under any Offering
Period proportionately increased, in case of such stock dividend or stock
split, or proportionately decreased in case of such combination of shares. In
the event of such an occurrence, the Purchase Price shall be similarly
adjusted.


     15.     Miscellaneous. Except as otherwise expressly provided herein, (i) any
request, election or notice under the Plan from an Eligible Employee or
participant shall be transmitted or delivered to the Corporation or its
designated agent and, subject to any limitations specified in the Plan, shall
be effective when received by the Corporation or its designated agent and (ii)
any request, notice or other communication from the Corporation or its
designated agent that is transmitted or delivered to Eligible Employees or
participants shall be effective when so transmitted or delivered. The Plan,
and the Corporation’s obligation to sell and deliver shares of Common Stock
hereunder, shall be subject to all applicable U.S. federal and state laws and
foreign laws, and all rules and regulations thereunder, and to such approval by
any regulatory or governmental agency as may, in the opinion of counsel for the
Corporation, be required.


     16.     Committee Rules for Foreign Jurisdictions. The Committee may adopt
rules or procedures relating to the operation and administration of the Plan to
accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Committee is specifically
authorized to adopt rules and procedures regarding handling of payroll
deductions, conversion of local currency, payroll tax, withholding procedures
and handling of stock certificates which vary with local requirements.


     17.     No Enlargement of Employee Rights. Nothing contained in the Plan
shall be deemed to give any Eligible Employee the right to be retained in the
employ of the Corporation or any Affiliate or to interfere with the right of
the Corporation or any Affiliate to discharge any Eligible Employee at any
time.


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     18.     Limit of the Corporation’s Liability. The Corporation shall use its
best judgment in selecting the trustee, broker or agent from time to time under
the Plan but neither the Corporation nor any of its directors or officers shall
be under any liability or obligation with respect to any loss or diminution in
the value of the assets held under the Plan by reason of any negligent or
willful act or default on such part of such trustee, broker or agent.


     19.     Market Conditions. Any and all risks resulting from any market
fluctuations or conditions of any nature and affecting the price of shares of
Common Stock are assumed by the participant.


     20.     Schedules. Any schedule(s) attached hereto shall form an integral
part of the Plan. When the Committee designates an Affiliate as eligible to
participate in the Plan, the Committee may amend the schedule(s) as required to
address such eligibility requirements or to address any limitations and
distinctions as may be mandated by local law.


     21.     Governing Law. The Plan, any related agreements (such as an
enrollment form), and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the Code or the law of the
United States, shall be governed by the laws of the state of Delaware and
construed in accordance therewith without giving effect to principles of
conflicts of law.



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