**Exhibit 10.1**

 

**ORIENT-EXPRESS HOTELS LTD.**

 

**2000 STOCK OPTION PLAN(1)**

 

 

1.             The Plan

 

Orient-ExpressHotels Ltd. (the “Company”) may grant, in the manner and upon the terms andconditions set forth herein, options to purchase not in excess of an aggregateof 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 inaccordance with Section 3).  Sharesmay be either authorized but unissued shares or acquired shares.

 

2.             Administration of the Plan

 

The Plan shallbe administered, and the options hereunder shall be granted, by the Board ofDirectors of the Company or a committee thereof from time to time constitutedpursuant to the Bye-Laws of the Company. Any decision of the Board or the committee shall be final and conclusivein all matters relating to the Plan.  TheBoard or the committee may make or vary regulations for the administration andoperation of the Plan not inconsistent with the provisions hereof.  The Board or the committee may act only by amajority of its members in office, except that the members may authorize anyone or more of their number or the Secretary of the Company to execute anddeliver documents on their behalf.  Nomember of the Board or the committee shall be liable for anything done oromitted 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 orthe 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 sharesreserved under the Plan to eligible United Kingdom resident directors, officersand employees and complies with the requirements imposed by the United KingdomBoard of Inland Revenue, and (b) prescribe the form of options grantedunder 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 andconditions of 

 

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(1) Asadopted by the Board of Directors on June 5, 2000 and approved by the soleshareholder on June 5, 2000, and amended by the Board of Directors on February 2,2009.

 

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thePlan.  Any option granted under the U.K.Plan shall be deemed to be outstanding also under the Plan.

 

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

 

3.             To Whom Options May BeGranted

 

Options may begranted to those directors, officers and employees of the Company or anysubsidiary who, in the opinion of the Board or the committee, have contributedsignificantly to the growth and progress of the Company or any subsidiary or topersons who, in the opinion of the Board or the committee, hold promise ofcontributing to the growth and progress of the Company or any subsidiary andwho can be attracted to directorship, officership or employment through thegrant of options under the Plan.  TheBoard or the committee is hereby given the authority to determine which of theeligible directors, officers and employees are to be granted options and thenumber of shares to be allocated to each.

 

No UnitedStates incentive stock option shall be granted to a person who is not anemployee 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 thetotal combined voting power of all classes of shares of the Company or itssubsidiaries at the time the option is granted. In addition, in the case of United States incentive stock options, theaggregate fair market value (determined at the time the option is granted) ofthe shares with respect to which incentive stock options are exercisable forthe first time by an employee during any calendar year (under all United Statesincentive stock option plans of the Company and its subsidiaries) shall notexceed U.S.$100,000.

 

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

 

4.             Option Price

 

The optionprice per share shall be not less than the fair market value of the shares subjectto the option at the time it is granted, as determined in good faith by theBoard or the committee.  If a UnitedStates incentive stock option is granted 

 

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to anemployee who at the time the option is granted owns (or would be regarded asowning) shares possessing more than ten percent of the total combined votingpower of all classes of shares of the Company or its subsidiaries, the optionprice shall be at least 110 percent of the fair market value of the sharessubject to the option at the time it is granted.  The option price shall be subject toadjustment in accordance with Section 12.

 

5.             Circumstances Under WhichOptions May Be Granted

 

Options may begranted at any time and from time to time on or after the date on which thePlan is adopted by the Board of Directors of the Company and before theexpiration of ten years therefrom.  Ifprior to the expiration of ten years from the date on which the Plan isadopted, an option shall expire or otherwise terminate without having beenexercised in full, the unexercised shares shall thereupon become available forthe granting of options to other eligible directors, officers andemployees.  No option shall be grantedunless, at the time such option is granted, the Company shall have available atleast the number of shares covered by such option and by all other options thenoutstanding under the Plan.

 

6.             Options Not Assignable

 

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

 

7.                Manner of Exercise of Options

 

Any person to whom an option has beengranted may exercise the same, subject to the provisions of Section 10, atany 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 anemployee subject to the second sentence of Section 4, not more than fiveyears) from the date the option was granted. Any such exercise shall be effected by giving written notice to theCompany, in a form satisfactory to the Board or the committee, specifying thenumber of shares with respect to which the option is being exercised.  Any person to whom an option has been grantedunder the U.K. Plan may exercise the same under the Plan, subject to all theprovisions hereof and provided that in the written notice of exercise theperson states that he is exercising under the Plan and not under the U.K. Plan.

 

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8.                Manner of Payment on Exerciseof Options

 

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

 

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

 

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

 

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

 

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

 

(d)           theperson exercising the option shall have the right at any time and from time totime to withdraw part or all of the option shares from the collateral so heldby the Company upon payment of a corresponding portion of the deferred optionprice, together with any accrued interest thereon, and that upon such paymentthe person exercising the option shall be discharged under the 

 

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promissorynote or other instrument, pro tanto, and shall then be free to dispose of theshares in any manner he may deem appropriate, subject to the relevantconditions and restrictions of the Plan; and

 

(e)           thedeferred payment arrangement shall be subject to such further terms andconditions as may be prescribed by the Board or the committee upon the exerciseof options.

 

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

 

8A.             CashlessExercise

 

In lieu ofexercising any option and making payment as specified in Section 8, anyperson exercising an option may elect to receive, and the Company will issue tosuch option holder, upon the surrender of the option (or specified portionthereof), that number of shares equal to the value of the option (or specifiedportion 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 theshares 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 onwhich the Company’s class A common shares are listed) on the business dayimmediately 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 inconnection with any Cashless Exercise. If a fraction of a share would otherwise be issuable on the exercise ofan option (or specified portion thereof), the Company shall pay to the personexercising the option an amount in cash equal to the current share pricemultiplied by such fraction.

 

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

 

9.                ExerciseAfter Death of Person to Whom Granted

 

In the event the person to whom an option is granted shall die owningbut without having fully exercised the option, hisestate or any person who acquired the right to exercise the option by bequestor inheritance or by reason of the death of the optionee may, subject to theprovisions of Section 10 (except subsection 10(b) and (d)), exercisethe option at any time and from time to time before the expiration of theperiod of one year after the date of death, notwithstanding that the exercisemay occur less than three years or more than ten years after the date of grantthereof, but only if the person so exercising the option shall have furnishedthe Company with evidence satisfactory to the Company of the person’s right toexercise 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 theshares to which it relates.  Any suchexercise shall be effected in the manner described in Sections 7 and 8.  Any such exercise, however, shall not bepermitted in the case of a United States incentive stock option after theexpiration of ten years from the date the option was granted.

 

10.              Circumstances Under Which OptionsMay Not Be Exercised

 

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

 

(a)           until the shares reserved forissuance upon the exercise thereof have been listed upon any nationalsecurities exchange in the United States of America or the United Kingdom onwhich the Company’s Class A or B common shares are then listed;

 

(b)           until the expiration of a period ofthree years from the date the option was granted, and in any event not after (i) theexpiration of a period of three months 

 

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fromthe date a person ceases to be a director, officer or employee of the Companyor a subsidiary thereof under circumstances not involving misconduct,impropriety or inefficiency on his part or (ii) the termination of thedirectorship, officership or employment of a person by the Company or asubsidiary thereof or the shareholders for reasons involving misconduct,impropriety or inefficiency on his part, except that a person ceasing to be adirector, officer or employee of the Company or a subsidiary thereof on accountof (i) retirement at or after the normal retirement date, (ii) earlyretirement not earlier than five years before the normal retirement date, (iii) injuryor disability, (iv) dismissal for redundancy or (v) on concurrence ofthe Board or the committee (which concurrence may be granted or withheld in itssole discretion), the sale or other disposition of the subsidiary for which theperson acts as director or officer or which employs the employee or theoperating division of the Company or a subsidiary for which the employeeperforms his employment shall be entitled to exercise an option at any timeprior to the expiration of a period of three months from the date he ceases tobe a director, officer or employee of the Company or a subsidiary thereofnotwithstanding that such exercise is made prior to the expiration of a periodof three years from the date such option was granted (and for purposes of this Section 10hereof, the directorship, officership or employment of any person with theCompany or a subsidiary thereof shall not be deemed to have ceased orterminated so long as such person shall continuously since the date of grant ofthe option be a director, officer or employee either of the Company or asubsidiary thereof or of Sea Containers Ltd. or a subsidiary thereof);

 

(c)           unless the Board or the committeeshall be satisfied that the issuance of shares upon exercise will be in compliancewith all relevant rules and regulations of the United States Securitiesand Exchange Commission; or

 

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

 

11.              Change in Control

 

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

 

(a)           any “person” (as that term is definedfor the purposes of Section 13(d) or 14(d) of the U.S.Securities 

 

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ExchangeAct of 1934), other than James B. Sherwood or a group including James B.Sherwood or any subsidiary of the Company, shall directly or indirectly acquiremore than 40% of the voting shares of the Company then outstanding and thenentitled to vote generally in the election of directors of the Company; or

 

(b)           individuals who, on the date ofcompletion of the Company’s initial public offering of Class A commonshares, constitute the Company’s Board of Directors (or the successors of suchindividuals nominated by such Board of Directors or a committee thereof onwhich such individuals or their successors constitute a majority) shall ceaseto constitute a majority of the Company’s Board of Directors; or

 

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

 

(d)           the Company sells, leases, exchangesor otherwise disposes of all or substantially all of its assets and businesswithout the approval of its Board of Directors constituted as provided inclause (b) above.

 

In the event of a Change in Control, and notwithstanding anything tothe contrary in Section 3, any outstanding option granted under the Planwhich an optionee shall not then have been entitled to exercise shall becomeexercisable immediately prior to or concurrently with the occurrence of theChange in Control and the optionee shall have the right to exercise all suchoptions.

 

Notwithstandinganything in the Plan to the contrary, in the event of exercise of an optionfollowing a Change in Control, the optionee may elect, in the written noticeprovided for in Sections 7 and 8, (i) to pay or cause to be paid to theCompany the full option price of the shares as to which the option isexercised, or (ii) to surrender to the Company all or any part of anoption and receive from the Company upon such surrender an amount in cash equalto the excess, if any, of the determined value of the shares subject to theoption or portion thereof so surrendered over the aggregate exercise price ofsuch shares as set forth in the applicable option grant letter.  The term “determined value” as used hereinmeans the higher of (A) the highest sale price per Class A or Bcommon share of the 

 

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Companyon the New York Stock Exchange (or, if any of such shares are not listed onthat exchange at that time, then the highest sale price of the shares on theprincipal stock exchange on which such shares are listed, or if such shares arenot listed, then the over-the-counter market) during the 12 months immediatelypreceding the date of the Change in Control, or (B) the highest price pershare actually paid in connection with any Change in Control (including,without limitation, prices paid in any subsequent amalgamation, merger orcombination with any entity that acquires control of the Company), in eithercase multiplied by the number of shares subject to the option or portionthereof so surrendered.  In the event ofa surrender of all or a portion of an option pursuant to this Section, thenumber of shares as to which the option was surrendered shall not again becomeavailable for use under the Plan.

 

Theobligations of the Company under the Plan shall be binding upon any successorcorporation or organization resulting from any amalgamation, merger,consolidation or other reorganization of the Company, or upon any successorcorporation or organization succeeding to all or substantially all of theassets and business of the Company, in any such case which would constitute aChange in Control.  The Company agreesthat 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 adoptto effect any such amalgamation, merger, consolidation, reorganization ortransfer of assets constituting a Change in Control.

 

12.            Adjustment of Number or Kind ofShares

 

If the Company shall effect one or moreshare splits, share dividends, combinations of shares, exchanges of shares orsimilar capital adjustments, the Board or the committee shall appropriatelyadjust the aggregate number and kind of shares with respect to which optionshave been granted or may be granted under the Plan.  Every option granted under the Plan shallprovide that, in the event of any such capital adjustments, the number and kindof 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 timeby the Board of Directors of the Company. No amendment shall alter or impair any of the rights or obligations ofany person, without his consent, under any option theretofore granted under thePlan.

 

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14.            Termination

 

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

 

(a)           if the Company is a participant inany corporate amalgamation, merger, consolidation or other transaction and noprovision is made at the time of the transaction to continue the Plan, exceptas provided in Section 11;

 

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

 

(c)           on June 1, 2010.

 

In the event of termination of the Plan inany of the ways provided hereinabove, the provisions of the Plan shall continuein 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 asgiving any person acting as a director or officer of or employed by the Companyor any subsidiary thereof the right to be retained in such directorship,officership or employment.  The Companyand any subsidiary thereof and the shareholders shall have the right to dismissany director, officer or employee at any time with or without cause and withoutliability for the effect which such dismissal might have upon him as aparticipant under the Plan, and under no circumstances shall a person ceasingto be a director, officer or employee by reason of dismissal or otherwise beentitled to or claim against the Company or any subsidiary thereof anycompensation for or in respect of any consequent reduction or loss of hisrights or benefits (actual or prospective) under any option held by him inconnection with the Plan.

 

16.            Construction

 

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

 

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