Exhibit 4.1


     

    Exhibit
      4.1

     

     

     

     

     

     

    
      _______________________________________________

    

     

    THE
      GLOBAL SOURCES

    EQUITY
      COMPENSATION (2007) MASTER PLAN

    _______________________________________________

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    CONTENTS

    
      	
              No.

            	
              Section

            	
              Page

            
	
              1.

               

            	
              Name
                of the Plan

               

            	
              1

               

            
	
              2.

               

            	
              Purpose
                of the Plan

               

            	
              1

               

            
	
              3.

               

            	
              Shares
                Subject to the Plan

               

            	
              1

               

            
	
              4.

               

            	
              Eligible
                Persons

               

            	
              1

               

            
	
              5.

               

            	
              No
                Payment

               

            	
              2

               

            
	
              6.

               

            	
              Non-transferability

               

            	
              2

               

            
	
              7.

               

            	
              Adjustments

               

            	
              2

               

            
	
              8.

               

            	
              Vesting
                of Shares and forfeiture of unvested Shares

               

            	
              2

               

            
	
              9.

               

            	
              Transfer
                of Shares

               

            	
              3

               

            
	
              10.

               

            	
              Plan
                Duration

               

            	
              4

               

            
	
              11.

               

            	
              Administration

               

            	
              4

               

            
	
              12.

               

            	
              Government
                Regulations

               

            	
              4

               

            
	
              13.

               

            	
              Costs
                and Expenses

               

            	
              4

               

            
	
              14.

               

            	
              Amendment
                or Termination of the Plan

               

            	
              4

               

            
	
              15.

               

            	
              Limitation
                of Liability

               

            	
              5

               

            
	
              16.

               

            	
              Governing
                Law and Jurisdiction

               

            	
              5

               

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    THE
      GLOBAL SOURCES

     

    EQUITY
      COMPENSATION (2007) MASTER PLAN

     

    1.  Name
      of the Plan

     

    
      	1.1  	
              This
                equity compensation plan shall be known as “The Global Sources Equity
                Compensation (2007) Master Plan” (the “Plan”).

            


    

     

    
      	2.  	
              Purpose
                of the Plan

            


    

     

    
      	2.1  	
              Under
                this Plan, grants (“Grants”),
                or individually a grant (“Grant”),
                of common shares of One United States Cent (US$0.01) par value each
                (the
                “Shares”)
                of Global Sources Ltd. (the “Company”),
                may be awarded from time to time to Global Sources Team Members (as
                defined in Section 4.1 below), by the Plan Committee (as defined
                in
                Section 3.3 below); provided however that the total number of all
                Shares
                awarded pursuant to such Grants shall not exceed three million (3,000,000)
                in the aggregate.

            


    

     

    
      	3.  	
              Shares
                Subject to the Plan

            


    

     

    
      	3.1  	
              All
                Shares under a Grant, which have been awarded in accordance with
                the
                provisions of this Plan, shall be issued by the Company to Appleby
                Trust
                (Bermuda) Limited (“Trustee”)
                to be held by it as trustee of a trust to be known as “The Global Sources
                Equity Compensation Trust 2007” (the “Trust”),
                and shall be eligible for transfer (and shall be transferred) by
                the
                Trustee to the respective Global Sources Team Members who have received
                Grants pursuant to this Plan (each a “Grantee”,
                and collectively the “Grantees”),
                subject to and in accordance with the applicable vesting rules and
                other
                applicable provisions of this Plan (including but not limited to
                the
                provisions of Section 7 below with regard to any adjustments (if
                applicable)).

            


    

     

    
      	3.2  	
              Shares
                which are not awarded under this Plan shall be available for the
                award of
                any future Grant or Grants under this Plan or any subsequent equity
                compensation plans.

            


    

     

    
      	3.3  	
              The
                document for the establishment of the Trust (“Trust
                Document”)
                shall provide for a plan committee (“Plan
                Committee”)
                to determine the award and allocation of Grants, Shares and other
                related
                benefits to the Grantees. The Plan Committee shall be constituted
                by the
                Company pursuant to the Trust Document, and shall consist of not
                less than
                three (3) and not more than five (5) individuals to be appointed
                by the
                Company’s board of directors. The details of the Plan Committee’s powers,
                functions and terms of reference shall be set out in the Trust
                Document.

            


    

     

    
      	4.  	
              Eligible
                Persons

            


    

     

    
      	4.1  	
              In
                this Plan, a “Global
                Sources Team Member”
                shall mean any person who is at the time of a Grant (made pursuant
                to this
                Plan) employed or engaged (“eligibly
                employed”)
                as an employee, director or consultant
                of:-

            


    

     

    
      	(a)  	
              the
                Company or any of its subsidiaries (the Company and its subsidiaries
                being
                hereinafter collectively referred to as the “Global
                Sources Group”);
                or

            


    

     

    
      	(b)  	
              any
                independent contractor of any Global Sources Group entity, as determined
                by the Plan Committee from time to time (“Other
                Relevant Entity”).

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	4.2  	
              Global
                Sources Team Members are eligible to be
                Grantees.

            


    

     

    
      	4.3  	
              The
                award of Grants shall be determined by resolution of the Plan Committee.
                The Plan Committee shall also be entitled to determine who amongst
                the
                various potentially eligible Grantees shall actually be awarded Shares
                under a Grant; the number of Shares which may be awarded to a Grantee
                under a Grant; the applicable periods, schedules, installments, rules,
                regulations, terms and conditions for the vesting of Shares awarded
                to
                Grantees under a Grant (“Vesting
                Rules”);
                and such other related benefits and matters, and such other rules
                and
                regulations for the carrying out of the Plan, as may be deemed fit
                or
                appropriate by the Plan Committee (to the extent not inconsistent
                with the
                provisions of this Plan) (“Other
                Rules/Matters”).

            


    

     

    
      	5.  	
              No
                Payment

            


    

     

    
      	5.1  	
              There
                shall be no payment by a Grantee for Shares awarded under a
                Grant.

            


    

     

    
      	6.  	
              Non-transferability

            


    

     

    
      	6.1  	
              Any
                Grant and any Shares awarded thereunder (whether unvested or vested)
                shall
                be non-transferable by the Grantee, except in accordance with the
                provisions of Section 9 below.

            


    

     

    
      	7.  	
              Adjustments

            


    

     

    
      	7.1  	
              If
                the outstanding Shares then subject to this Plan are changed into
                or
                exchanged for a different number or kind of shares or securities,
                as a
                result of one (1) or more reorganisations, recapitalisations, stock
                splits, reverse stock splits, stock dividends or the like, appropriate
                adjustments shall be made in the number and/or type of shares or
                securities for which Shares pursuant to Grants then outstanding under
                this
                Plan may thereafter be vested.

            


    

     

    
      	8.  	
              Vesting
                of Shares and forfeiture of unvested
                Shares

            


    

     

    
      	8.1  	
              Shares
                under a Grant awarded pursuant to this Plan shall vest in the Grantee
                in
                accordance with the applicable Vesting Rules, subject however to
                the
                provisions of Section 8.2 below.

            


    

     

    
      	8.2  	
              In
                the case of any Grant awarded
                hereunder:

            


    

     

    
      	(a)  	
              if
                a
                Grantee ceases to be eligibly employed by any Global Sources Group
                entity
                or any Other Relevant Entity, for any reason whatsoever, other than
                because of “normal retirement” (as defined in Section 8.3 below) (in which
                case the provisions of this Section 8.2(a) shall apply), or death
                or
                disability (in which case, the provisions of Section 8.2(b) below
                shall
                apply), all rights and entitlement of the Grantee to the vesting
                of Shares
                which have been awarded pursuant to the Grant, but which have not
                yet
                vested at the date of the Grantee ceasing to be eligibly employed,
                shall
                automatically terminate and be forfeited, concurrently with such
                cessation
                of eligible employment; or

            


    

     

    
      	(b)  	
              if
                the Grantee shall die, become disabled, or take normal retirement
                while
                eligibly employed by a Global Sources Group entity or Other Relevant
                Entity, or, in the case of death, the person or persons to whom the
                Grantee’s rights under the Grant shall have lawfully passed (whether by
                will, or by the applicable laws of succession or otherwise), shall
                retain
                the same rights of vesting, with respect to Shares already awarded
                pursuant to the Grant but not yet vested at the time of death, disablement
                or normal retirement (as the 

            


    

     


    
      
        
        

      

      
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    case
      may
      be), as would have been available if the Grantee had continued to be eligibly
      employed.

     

    
      	8.3  	
              For
                the purposes hereof, “normal
                retirement”
                shall mean retirement (from active employment or engagement) by the
                person
                eligibly employed:-

            


    

     

    
      	(a)  	
              on
                or after the normal retirement date specified in the applicable pension
                plan or other applicable retirement policy;
                or

            


    

     

    
      	(b)  	
              if
                there is no such applicable pension plan or other applicable retirement
                policy, on or after such normal retirement age as may be prescribed
                by the
                Plan Committee (if and to the extent not in contravention of any
                minimum
                retirement age prescribed by the applicable law, if any, otherwise
                the
                minimum retirement age for the purposes of this subsection (b) shall
                be
                that prescribed by the applicable law instead);
                or

            


    

     

    
      	(c)  	
              where,
                notwithstanding that such retirement occurred before the relevant
                date
                referred to in subsection (a) or (b) above, the Plan Committee considers
                (in its sole and absolute discretion) that such retirement shall
                be
                treated as a “normal
                retirement”
                for the purposes of this Section 8.

            


    

     

    
      	9.  	
              Transfer
                of Shares

            


    

     

    
      	9.1  	
              Upon
                award of a Grant, the Shares awarded to each Grantee under such Grant
                shall not vest in the Grantee, but shall be issued by the Company
                to the
                Trustee and held by the Trustee for the Grantee and shall only be
                transferred by the Trustee to the Grantee in accordance with the
                Vesting
                Rules prescribed by the Plan Committee, subject however to the provisions
                of this Section 9 and any other applicable provisions of this
                Plan.

            


    

     

    
      	9.2  	
              At
                the time when Shares (awarded pursuant to a Grant) are to vest in
                a
                Grantee pursuant to the Vesting Rules, the Grantee may direct the
                Trustee
                to transfer such Shares to such person as the Grantee directs; provided
                that, in the event of the Grantee directing the Trustee to transfer
                the
                Shares to someone other than the Grantee, the Grantee shall be responsible
                for (i) any and all compliance with applicable laws and regulations
                pertaining to such transfer and the eligibility of such other person
                to
                accept such transfer and to receive and hold the transferred Shares;
                and
                (ii) any and all obligations, liabilities or taxes incurred as a
                consequence of, or arising from or in connection with, such direction
                and
                transfer.

            


    

     

    
      	9.3  	
              If
                Grantee ceases to be eligibly employed by reason of death, disability
                or
                normal retirement, before Shares (awarded pursuant to a Grant) have
                vested
                in a Grantee pursuant to the Vesting Rules, then the Grantee (or
                the
                personal representative of the Grantee as the case may be) may direct
                the
                Trustee to transfer to the Grantee (or the personal representative,
                as the
                case may be), or to such person as the Grantee (or the personal
                representative of the Grantee, as the case may be) directs, such
                Shares,
                at the time when such Shares are to vest pursuant to the Vesting
                Rules;
                provided that, in the event of the Grantee (or the personal representative
                of the Grantee, as the case may be) directing the Trustee to transfer
                the
                Shares to someone other than the Grantee, the Grantee (or the personal
                representative of the Grantee, as the case may be) shall be responsible
                for (i) any and all compliance with applicable laws and regulations
                pertaining to such transfer and the eligibility of such other person
                to
                accept such transfer and to receive and hold the transferred Shares;
                and
                (ii) any and all obligations, liabilities or taxes incurred as a
                consequence of, or arising from or in connection with, such direction
                and
                transfer.

            


    

     


    
      
        
        

      

      
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      	10.  	
              Plan
                Duration

            


    

     

    
      	10.1  	
              This
                Plan shall commence on 1 January 2007 (“Commencement
                Date”)
                and shall expire on 31 December 2012 (“Expiration
                Date”),
                unless terminated earlier in accordance with the provisions of this
                Plan.

            


    

     

    
      	10.2  	
              No
                Grants may be awarded after the expiration or termination of this
                Plan.

            


    

     

    
      	11.  	
              Administration

            


    

     

    
      	11.1  	
              This
                Plan shall be managed and administered by the Trustee, subject always
                to
                the directions of the Plan Committee as provided under the Trust
                Document.

            


    

     

    
      	11.2  	
              The
                interpretation and construction by the Plan Committee of any of the
                provisions of this Plan or of any Grants awarded hereunder shall
                be final
                and binding upon Grantees and their respective successors, unless
                otherwise determined by the Company’s board of directors, in which case
                such determination of the Company’s board of directors shall be final and
                binding.

            


    

     

    
      	11.3  	
              The
                Trustee, the Plan Committee, the Company’s board of directors and the
                Company shall not be liable for any action taken, or determination
                made,
                in good faith, in connection with this
                Plan.

            


    

     

    
      	11.4  	
              The
                Plan Committee may, subject to the provisions of this Plan, issue
                a
                certificate or other form or forms of instruments (including but
                not
                limited to any addendum, supplementary, ancillary, secondary or subsidiary
                document(s) to this Plan) as the Plan Committee may (in its sole
                and
                absolute discretion) determine, for the purposes of documenting and/or
                evidencing Grants awarded under this Plan, and the Vesting Rules
                and any
                Other Rules/Matters pertaining
                thereto.

            


    

     

    
      	11.5  	
              The
                Company or its board of directors may delegate any of its powers,
                rights,
                duties and/or responsibilities under this Plan to the Plan Committee,
                who
                may discharge the same with the authority and in the place and stead
                of
                the Company or its board of directors (as the case may
                be).

            


    

     

    
      	12.  	
              Government
                Regulations

            


    

     

    
      	12.1  	
              The
                Trustee shall not issue any Shares under any Grant upon the vesting
                thereof, unless and until all applicable licences, permissions and
                authorisations required to be granted by the Government of Bermuda,
                or by
                any authority or agency thereof, if any, shall have been duly
                received.

            


    

     

    
      	13.  	
              Costs
                and Expenses

            


    

     

    
      	13.1  	
              All
                costs and expenses with respect to the adoption of this Plan and
                in
                connection with the registration of Shares shall be borne by the
                Company;
                provided, however, that (except as otherwise specifically provided
                in this
                Plan or in any agreement between the Company and a Grantee), the
                Company
                shall not be obliged to pay any costs or expenses (including but
                not
                limited to any legal fees) incurred by any Grantee in connection
                with any
                Grant or Shares held or transferred by any
                Grantee.

            


    

     

    
      	14.  	
              Amendment
                or Termination of the
                Plan

            


    

     

    
      	14.1  	
              Subject
                to the provisions of Section 14.2 below, this Plan may be altered,
                amended, suspended or terminated by resolution of the Company’s board of
                directors (acting in their sole and absolute discretion); provided
                however
                that, except as otherwise provided in this Plan, no such action shall
                

            


    

     


    
      
        
        

      

      
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    deprive
      any Grantee, without his or her consent, of any of his/her rights under a Grant
      already awarded pursuant to this Plan.

     

    
      	14.2  	
              Save
                as herein provided, the Company’s board of directors shall not be entitled
                to take any action with respect to any of the following matters,
                except
                with the approval of a resolution of a majority of the shareholders
                of the
                Company in general meeting:

            


    

     

    
      	(a)  	
              any
                extension of the Expiration Date of this Plan;
                or

            


    

     

    
      	(b)  	
              any
                alteration of the class of persons eligible to be Grantees under
                this
                Plan.

            


    

     

    
      	14.3  	
              For
                the avoidance of doubt, no amendment of this Plan shall increase
                the
                duties and/or responsibilities of the Trustee without its
                consent.

            


    

     

    
      	15.  	
              Limitation
                of Liability

            


    

     

    
      	15.1  	
              No
                member of the Company’s board of directors or the Plan Committee, or any
                person authorised to act on their behalf, shall be personally liable
                for
                any action, determination or interpretation taken or made in good
                faith
                with respect to this Plan, and all members of the Company’s board of
                directors or the Plan Committee, and each and any person authorised
                to act
                on their behalf, shall, to the extent permitted by law, be fully
                indemnified and protected by the Company in respect of any such action,
                determination or interpretation.

            


    

     

    
      	16.  	
              Governing
                Law and Jurisdiction

            


    

     

    
      	16.1  	
              This
                Plan shall be governed by and interpreted and construed in accordance
                with
                the laws of Bermuda; and the Company, the Trustee, the Plan Committee
                (and
                its members), and each Grantee, hereby irrevocably submits to the
                jurisdiction of the courts of
                Bermuda.

            


    

     

    
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