Registration No. 333--104212
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
HUDSON HIGHLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-3547281
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
622 Third Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
Hudson Highland Group, Inc. Employee Stock Purchase Plan
Hudson Global Resources Share Incentive Plan
(Full title of the plans)
__________________________________
Latham Williams Copy to:
Vice President, Legal Affairs and Administration,
Corporate Secretary Benjamin F. Garmer, III
Hudson Highland Group, Inc. Foley & Lardner
225 West Wacker Drive, Suite 2100 777 East Wisconsin Avenue
Chicago, Illinois 60606 Milwaukee, Wisconsin 53202
(312) 795-4216 (414) 271-2400
(Name, address and telephone number,
including area code, of agent for service)
__________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission by Hudson Highland Group,
Inc. (the "Company") are hereby incorporated herein by reference:
1. The Company's Registration Statement on Form 10 (File No. 0-50129), as
filed with the Commission on March 14, 2003 and declared effective by the
Commission on March 17, 2003 (the "Form 10").
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2003 (File No. 0-50129).
3. The description of the Company's common stock contained in the Company's
Form 10, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under the provisions of Section 145 of the Delaware General Corporation
Law, the Company is required to indemnify any present or former officer or
director against expenses arising out of legal proceedings in which the director
or officer becomes involved by reason of being a director
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or officer if the director or officer is successful in the defense of such
proceedings. Section 145 also provides that the Company may indemnify a director
or officer in connection with a proceeding in which he is not successful in
defending if it is determined that he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
or, in the case of a criminal action, if it is determined that he had no
reasonable cause to believe his conduct was unlawful. Liabilities for which a
director or officer may be indemnified include amounts paid in satisfaction of
settlements, judgments, fines and other expenses (including attorneys' fees
incurred in connection with such proceedings). In a stockholder derivative
action, no indemnification may be paid in respect of any claim, issue or matter
as to which the director or officer has been adjudged to be liable to the
Company (except for expenses allowed by a court).
Article XIII of the Company's Amended and Restated Certificate of
Incorporation provides for indemnification of directors and officers of the
Company to the full extent permitted by applicable law. Under the provisions of
Article VII of the Company's Amended and Restated By-Laws, the Company is
required to indemnify officers or directors to a greater extent than under the
current provisions of Section 145 of the Delaware General Corporation Law.
Except with respect to stockholder derivative actions, the By-Law provisions
generally state that the director or officer will be indemnified against
expenses, amounts paid in settlement and judgments, fines, penalties and/or
other amounts incurred with respect to any threatened, pending or completed
proceeding, provided that (i) such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Company, and (ii) with respect to any criminal action or proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful.
The foregoing standards also apply with respect to the indemnification of
expenses incurred in a stockholder derivative suit. However, a director or
officer may only be indemnified for settlement amounts or judgments incurred in
a derivative suit to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
In accordance with the Delaware General Corporation Law, Article XII of the
Company's Amended and Restated Certificate of Incorporation contains a provision
to limit the personal liability of the directors of the Company for violations
of their fiduciary duty. This provision eliminates each director's liability to
the Company or its stockholders, for monetary damages except (i) for breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions or (iv) for any transaction
from which a director derived an improper personal benefit. The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of are, including
any such actions involving gross negligence.
The Company maintains insurance policies that provide coverage to its
directors and officers against certain liabilities.
-3-
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating
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to the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 16th day of May, 2003.
HUDSON HIGHLAND GROUP, INC.
By: /s/ Jon F. Chait
-------------------------------------
Jon F. Chait
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jon F. Chait Chairman of the Board, President, Chief May 16, 2003
- ---------------------------------- Executive Officer and Director (Principal
Jon F. Chait Executive Officer)
/s/ Richard W. Pehlke Executive Vice President, May 16, 2003
- ---------------------------------- Chief Financial Officer and Director
Richard W. Pehlke (Principal Financial Officer)
* Director May 16, 2003
- ----------------------------------
John J. Haley
* Director May 16, 2003
- ----------------------------------
Nicholas G. Moore
* Director May 16, 2003
- ----------------------------------
David G. Offensend
* Director May 16, 2003
- ----------------------------------
Rene Schuster
* By: /s/ Jon F. Chait
-----------------------------
Jon F. Chait
Attorney-in-fact
S-1
EXHIBIT INDEX
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Exhibit
Number Exhibit Description
- ------ -------------------
(4.1) Hudson Highland Group, Inc. Employee Stock Purchase Plan.*
(4.2) Hudson Global Resources Share Incentive Plan.
(4.3) Amended and Restated Certificate of Incorporation of Hudson Highland
Group, Inc. (incorporated by reference to Exhibit 3.1 to Hudson
Highland Group, Inc.'s Registration Statement on Form 10 (File No.
0-50129)).
(5) Opinion of Foley & Lardner.
(23.1) Consent of BDO Seidman, LLP.
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)).
(24) Powers of attorney.
________________
* Previously filed.
E-1
DATED 2003
(1) HUDSON GLOBAL RESOURCES LIMITED
(2) HALIFAX CORPORATE TRUSTEES LIMITED
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TRUST DEED AND RULES
of
THE HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
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Adopted by the Board of Directors of the Company
on 28 April 2003
and approved by the Inland Revenue
under the Income Tax (Earnings and Pensions) Act 2003
on under reference A1767
HEWITT BACON & WOODROW LIMITED
Actuaries and Consultants
TRUST DEED AND RULES OF THE
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
1 DEFINITIONS...............................................................6
2 TRUSTS OF THE PLAN........................................................6
3 DIVIDENDS AND OTHER DISTRIBUTIONS........................................11
4 GROUP COMPANIES..........................................................11
5 ACQUISITION OF SHARES....................................................12
6 ISSUE OF SHARES..........................................................12
7 RETENTION OF SHARES......................................................13
8 VOTING RIGHTS............................................................14
9 NOTICES AND CIRCULARS....................................................14
10 RIGHTS ISSUES............................................................15
11 CAPITALISATION ISSUES....................................................16
12 RECONSTRUCTIONS AND TAKE-OVERS...........................................16
13 ENTITLEMENTS.............................................................16
14 INFORMATION AND ACCOUNTING FOR INCOME TAX................................17
15 TRUSTEES' POWERS OF DELEGATION...........................................18
16 ADMINISTRATION...........................................................19
17 PROVISIONS RELATING TO THE TRUSTEES......................................19
18 APPOINTMENT REMOVAL AND RETIREMENT OF TRUSTEES...........................21
19 RESIDENCE AND NUMBER OF TRUSTEES.........................................21
20 ALTERATIONS..............................................................22
21 TERMINATION..............................................................22
22 GENERAL..................................................................22
SCHEDULE ONE
1 DEFINITIONS..............................................................25
PART ONE - FREE SHARES
2 APPROPRIATION OF FREE SHARES.............................................39
3 TRANSFER OF FREE SHARES..................................................42
4 CESSATION OF EMPLOYMENT AND WITHDRAWAL OF FREE SHARES FROM THE PLAN......43
PART TWO - PARTNERSHIP SHARES
5 INVITATIONS TO ACQUIRE PARTNERSHIP SHARES................................47
6 ACQUISITION OF PARTNERSHIP SHARES........................................50
7 TRANSFER OF PARTNERSHIP SHARES...........................................52
8 CESSATION OF EMPLOYMENT..................................................53
PART THREE - MATCHING SHARES
9 APPROPRIATION OF MATCHING SHARES.........................................54
10 TRANSFER OF MATCHING SHARES..............................................56
11 CESSATION OF EMPLOYMENT AND WITHDRAWAL OF MATCHING SHARES FROM THE PLAN..57
PART FOUR - DIVIDEND SHARES
12 REINVESTMENT OF DIVIDENDS................................................61
13 TRANSFER OF DIVIDEND SHARES..............................................62
14 CESSATION OF EMPLOYMENT..................................................62
PART FIVE - GENERAL
15 ACQUISITION OF SHARES FOR APPROPRIATION..................................64
16 LIMITATIONS..............................................................65
17 ISSUE OF SHARES AND DIVIDENDS............................................67
18 DISPOSALS AND PAYMENT....................................................67
19 STAMP DUTY...............................................................68
20 DISPUTES.................................................................68
21 RIGHTS ON TERMINATION OF EMPLOYMENT......................................68
22 DUTY TO ACCOUNT FOR PAYE ETC.............................................69
23 ALTERATIONS..............................................................70
24 GENERAL..................................................................71
25 GOVERNING LAW............................................................72
SCHEDULE TWO..................................................................68
SCHEDULE THREE................................................................72
SCHEDULE FOUR.................................................................76
SCHEDULE FIVE.................................................................81
SCHEDULE SIX..................................................................82
SCHEDULE SEVEN................................................................84
SCHEDULE EIGHT................................................................85
SCHEDULE NINE.................................................................87
SCHEDULE TEN..................................................................88
THIS DEED is made the day of 2003
BETWEEN:
(1) HUDSON GLOBAL RESOURCES LIMITED whose registered office is at Chancery
House, 53-64 Chancery Lane, London WC2A 1QS (hereinafter called "the
Company")
(2) HALIFAX CORPORATE TRUSTEES LIMITED whose registered office is at Trinity
Road, Halifax, West Yorkshire HX1 2RG ("the Trustees")
RECITALS:
(A) The Company was incorporated on 31 May 1996 with limited liability under
the Companies Act 1985 under registration number 3206355
(B) The Company wishes to establish a share incentive plan to be approved in
accordance with the provisions of the Schedule and constituting an
employees' share scheme as defined in Section 743 of the Companies Act 1985
(hereinafter called "the Plan") for the purposes of providing funds to the
Trustees to enable Shares in the capital of the
Parent to be acquired by the Trustees and to be appropriated to employees
of the Participating Companies (as hereinafter defined) and to enable the
Trustees to acquire further Shares in the capital of the Parent on behalf
of Participants using Partnership Share Money (as defined in Schedule One)
and dividends in accordance with the rules of the Plan
(C) The Board of Directors of the Company have by a resolution passed on 28
April 2003 approved the establishment of the Plan.
(D) The Trustees have agreed to be the first Trustees of the Plan
THIS DEED PROVIDES as follows:
1 DEFINITIONS
1.1 Unless the context otherwise requires words and expressions defined in
Schedule One shall have the same meaning in the other parts of this
Deed and references to "Clauses" shall mean clauses of this Deed and
references to "Rules" in this Deed and in Schedule One shall mean the
rules set out in Schedule One.
1.2 References to the Plan shall mean the Plan constituted by this Deed
and Schedule One.
1.3 References to any statutory provision are to that provision as amended
or re- enacted from time to time and unless the context otherwise
requires words in the singular shall include the plural (and vice
versa) and words importing the masculine shall include the feminine
(and vice versa).
2 TRUSTS OF THE PLAN
2.1 The Company hereby covenants with the Trustees to pay and to procure
that each Participating Company pays to the Trustees in accordance
with and subject to the provisions of the Plan the amounts due from it
or them for the purposes of the subscription for or purchase of Shares
by the Trustees to be appropriated under the Plan as Free Shares
and/or Matching Shares to prospective Participants employed by it or
them (as appropriate) together with any other amounts required to
cover any costs charges and expenses incurred in such subscription or
purchase and any other expenses and charges incurred by the Trustees
in the establishment operation and determination of the Plan.
2.2 The Company hereby covenants with the Trustees to pay and procure that
each Participating Company pays to the Trustees as soon as practicable
in accordance with and subject to the provisions of the Plan the
amounts due from Participants
under deduction from salary for the purposes of the subscription for
or purchase of Shares by the Trustees to be acquired under the Plan as
Partnership Shares for Participants employed by it or them (as
appropriate).
2.3 The Trustees shall keep any Partnership Share Money in an account
with:
a) a person falling within Section 840A(1)(b) of ICTA;
b) a building society; or
c) a firm falling within Section 840A(1)(c) of ICTA.
2.4 The Company hereby covenants with the Trustees to pay and procure that
each Participating Company pays to the Trustees in accordance with and
subject to the provisions of the Plan any cash dividends in respect of
Plan Shares held on behalf of Participants for the purposes of the
subscription for or purchase of further Shares by the Trustees as
Dividend Shares for Participants in accordance with Rule 12.1
2.5 Subject as hereinafter provided the Trustees hereby covenant with the
Company, each Participating Company and each Participant to apply the
monies received pursuant to Clauses 2.1, 2.2 and 2.4 in the
subscription for or purchase of Shares and to hold the same once
appropriated and all other trust property deriving therefrom UPON
TRUST for the Participants respectively entitled thereto subject to
the Rules of the Plan and shall appropriate the Shares so acquired to
the Participants in accordance with the Rules of the Plan.
2.6 The Trustees shall be entitled to rely on information supplied by the
Company in respect of the eligibility of any person to become or
remain a Participant in the Plan.
2.7 The Trustees shall on at least two occasions in a Year of Assessment
notify each Participant of the following:
2.7.1 where Shares are purchased or subscribed for in accordance
with Clauses 2.1 and 2.4:
- the number and description of Shares appropriated;
- the Market Value of those Shares on the Appropriation Day;
- the Holding Period in respect of those Shares; and
- in relation to Clause 2.4, the amount carried forward under
the provisions of paragraph 68 of the Schedule; and
2.7.2 where Shares are purchased or subscribed for in accordance
with Clause 2.2:
- the number and description of Shares so acquired;
- the amount of the contributions made by the Participant in
acquiring the Shares and the basis on which the number of
Shares was determined;
- the Market Value of the Shares on the Acquisition Date
except where the Directors have decided that an Accumulation
Period shall apply, such notice need be given on only one
occasion in a Year of Assessment following the appropriation of
Shares.
2.8 If prior to the appropriation of any Shares under the Plan the
Trustees become entitled in respect of those Shares to any rights to
be allotted or to subscribe for further securities (other than an
issue of bonus shares of the same class as Shares then held by the
Trustees pending any such appropriation which bonus shares shall be
retained by the Trustees and shall form part of the Shares to be
appropriated among the Participants on the relevant Appropriation Day)
the Trustees may exercise those rights or sell those rights for the
best consideration in money reasonably obtainable at the time.
2.9 The Trustees shall hold:
2.9.1 the net proceeds of any sale made pursuant to Clause 2.13;
2.9.2 any income therefrom; and
2.9.3 any Capital Receipt of less than(pound)3 otherwise
distributable to a particular Participant;
UPON TRUST to apply the same in or towards any reasonable expenses of
administering and determining the Plan (including any provision for
taxation for which the Trustees are liable) and the Trustees shall
notify the Company on request of the amounts so held by them and the
Trustees shall not be under any duty to invest any monies of which
they stand possessed under this Clause.
2.10 The Trustees may, with the agreement of the Participant, carry forward
any surplus Partnership Share Money remaining after the acquisition of
Shares pursuant to Clause 2.2 for the Participant but in any other
case must pay the surplus Partnership Share Money to the Participant.
However, where a Participant withdraws from a Partnership Share
Agreement, any Partnership Share Money held on his behalf shall be
paid over to him in accordance with Rule 7.
2.11 The Trustees shall, to the extent that cash dividends have been
retained for the acquisition of Dividend Shares but are not reinvested
pursuant to Clause 2.4, because:
2.11.1 the amount of the cash dividend to which the Participant is
entitled is not sufficient to acquire a Share; or
2.11.2 there is an amount remaining after acquiring one or more
Dividend Shares on the Participant's behalf
retain with the agreement of the Participant any amount not reinvested
and carry this forward to be added to the amount of the next cash
dividend to be reinvested.
However, notwithstanding Clauses 2.11.1 and 2.11.2, any amount
retained under this Clause 2.11 shall be paid over to the Participant
as soon as practicable:
2.11.3 if or to the extent that it has not been reinvested by the
third anniversary of the date on which the dividend was
paid; or
2.11.4 the date on which the Participant ceases to be in Relevant
Employment or terminates his participation in the Plan or if
the Plan is terminated in accordance with Rule 24.1.
For the purposes of this Clause 2.11 an amount carried forward
derived from an earlier cash dividend is treated as reinvested
before an amount from a later cash dividend.
2.12 Every Free Share Agreement and Partnership Share Agreement shall
provide that if the Participant;
a) ceases to hold Relevant Employment (otherwise than in any of
the circumstances mentioned in Rules 4.1, or 11.1);
b) withdraws the Free or Matching Shares from the Plan; or
c) in the case of Matching Shares, withdraws the corresponding
Partnership Shares from the Plan;
at any time within a period not exceeding three years beginning
with an Appropriation Date, he shall thereupon forfeit his
beneficial interest in:
a) such Free or Matching Shares, as the case may be,
appropriated to him on that Appropriation Date; and
b) all other shares or other securities acquired by such
Participant for no consideration by virtue or in consequence
of his holding of such Free and Matching Shares.
2.13 Upon the termination of the Plan for whatever reason the Trustees
shall sell all unappropriated Shares and thereupon account (so far as
practicable) to the Company and to any Participating Companies for any
monies held by them so far as practicable in the same proportions as
they were provided or as may otherwise be appropriate and shall pay
any cash balances held under Clauses 2.10 and 2.11 to which a
Participant may be entitled to him as soon as practicable and in any
event within 60 days of termination of the Plan (subject to Clause
14).
3 DIVIDENDS AND OTHER DISTRIBUTIONS
As soon as practicable following their receipt of any dividends or other
distributions in respect of Plan Shares the Trustees shall deal with them
in accordance with the Rules of the Plan.
4 GROUP COMPANIES
4.1 The Plan may with the consent of the Directors and after notification
to the Inland Revenue be extended to any Subsidiary not a party to
this Deed by the adherence of such Subsidiary to the provisions of the
Plan by a deed supplemental hereto in the form of Schedule Eight
amended as may be thought necessary by the Company and the Trustees
and thereupon the provisions of the Plan and of this Deed shall apply
to such Subsidiary as though it were a party to this Deed.
4.2 The Plan shall cease to apply to any Participating Company other than
the Company at any time when:
4.2.1 such company ceases to be a Subsidiary; or
4.2.2 a notice is served by the Company upon the Trustees that the
Plan shall cease to apply to such company provided that the
conditions specified in paragraphs 25-33 of the Schedule
continue to be satisfied.
4.3 If and so long as the Plan applies to any Subsidiary such Subsidiary
shall provide the Trustees with all information required from it for
the purposes of the administration and determination of the Plan and
shall do so in such form as the Trustees shall reasonably require and
the Trustees shall in good faith rely on such information without
further enquiry.
4.4 If and so long as the Plan applies to any Subsidiary the powers and
discretions exercisable by such Subsidiary in relation to the Plan
shall be exercisable by resolution of its board of directors or a duly
appointed committee of such board and a minute of any resolution of
such board signed by the secretary or a director of such Subsidiary
shall be sufficient authority for the Trustees to act.
5 ACQUISITION OF SHARES
5.1 Shares to be used pursuant to the Plan may be acquired by the Trustees
by way of:
5.1.1 subscription; or
5.1.2 purchase (including from Participants and any other trust);
or
5.1.3 a rights or capitalisation issue in respect of Shares which
have been acquired by the Trustees and have not been
appropriated under the Plan; or
5.1.4 forfeiture under the provisions of Clause 2.12;
and any Shares acquired in accordance with Clauses 5.1.1 and 5.1.2
above may also be acquired for an amount which is below the market
value as defined in Part VIII of the Taxation of Chargeable Gains Act
1992.
5.2 The Trustees shall have the power to borrow funds to acquire Shares
for the purposes of the Plan so long as the Shares are readily
convertible assets within the meaning of Section 696 of the Act.
5.3 Any sums paid by a Participating Company to the Trustees pursuant to
Clause 2.1 shall if not applied for the purposes of the Plan within
nine months from the date of such payment be used to cover the
Trustees' incidental costs and expenses or be repaid promptly to that
company.
6 ISSUE OF SHARES
6.1 All Shares subscribed for by the Trustees pursuant to the Plan shall
as to voting, dividend, transfer and other rights (including those
arising on a liquidation) rank pari passu with the Shares then in
issue except that they will not rank for any dividend or other rights
declared by reference to a record date preceding the date of such
subscription.
6.2 If and so long as the Shares which are to be issued are of the same
class as shares which are listed on NASDAQ the Company shall use its
best endeavours to procure that as soon as practicable after the
allotment of any Shares to the Trustees pursuant to the Plan
application shall be made to NASDAQ for the Shares to be listed.
7 RETENTION OF SHARES
7.1 The Trustees shall not dispose of any Plan Shares held on behalf of a
Participant during the applicable Holding Period except:
7.1.1 in accordance with a direction of such Participant (or his
personal representatives) in the event of a Reconstruction
or Take-over affecting such Shares;
7.1.2 to raise funds to subscribe for rights issues (subject to
Clause 10);
7.1.3 to dispose of Shares to meet PAYE obligations under
paragraph 79 of the Schedule.
7.2 After the applicable Holding Period nothing shall prevent a
Participant from instructing the Trustees to sell his beneficial
interest in his Plan Shares, including a sale to the Trustees for the
same consideration as would be required to be obtained on a sale of
such Shares to a third party.
7.3 Subject to Rule 22, when a Participant ceases to be in Relevant
Employment the Trustees must within 30 days remove any Shares of his
from the Trust by:
7.3.1 transferring the Plan Shares to the Participant or to
another person at his direction; or
7.3.2 disposing of the Plan Shares and accounting (or holding
themselves ready to account) for the proceeds to the
Participant or to another person at his direction.
Where the Participant has died the references in Clauses 7.3.1 and
7.3.2 to the Participant shall be read as references to his personal
representatives.
8 VOTING RIGHTS
8.1 In respect of any Plan Shares the Trustees shall upon any matter in
relation to which at a general meeting of the Relevant Company or at
any class meeting they are entitled to exercise any voting rights
attaching thereto invite the relevant Participants to direct them as
to such exercise. The Trustees shall not be entitled in respect of any
Plan Shares to vote on a show of hands unless all directions received
from the Participants concerned in respect of the particular
resolution are identical and shall not in any circumstances be under
an obligation to call for a poll. In the event of any poll the
Trustees shall vote only in accordance with the directions of
Participants who have given such directions. The Trustees shall not
exercise any voting rights in respect of any unappropriated Shares
acquired by them pursuant to the Plan.
8.2 The Trustees shall not be bound to act upon any instructions given by
a Participant in respect of Plan Shares unless such instructions are
received by the Trustees in writing signed by the Participant.
9 NOTICES AND CIRCULARS
9.1 Notices or documents which the Trustees are required or may desire to
give to any Eligible Employee or Participant shall be delivered to him
by hand or electronically or sent to him by first-class post pre-paid
at his last known home or business address according to information
provided by him to the relevant Participating Company. Notices sent by
first class post shall be deemed to have been given on the day
following the date of posting.
9.2 The Parent shall send or make available to Participants copies of all
circulars and documents sent by it to the holders of its Shares and if
and for so long as the Parent
is not the Relevant Company shall use all reasonable endeavours to
procure that all circulars and documents sent by the Relevant Company
to its ordinary shareholders shall be sent or made available to
Participants.
10 RIGHTS ISSUES
10.1 Whenever any rights to acquire shares or other securities or other
rights of any nature are granted by the Relevant Company in respect of
Plan Shares each Participant shall be notified by the Trustees of the
rights (determined in accordance with Clause 13) attaching to his Plan
Shares and he may instruct the Trustees
10.1.1 (subject to the provision by him of funds) to take up the
rights; or
10.1.2 to sell the rights (in whole or in part); or
10.1.3 to allow the rights to lapse.
10.2 The Trustees shall act upon such instructions received by them not
less than five Dealing Days before the expiry of the period allowed
for the exercise of any such rights. If any Participant has not prior
to five Dealing Days before the expiry of the period allowed for the
exercise of any such rights given instructions to the Trustees with
regard thereto and provided any funds necessary for the purpose the
Trustees shall allow such rights to lapse. The Trustees shall deal
with any payment received in consequence of allowing any rights to
lapse in respect of any Plan Shares as a Capital Receipt (provided
that any Capital Receipt of less than(pound)3 otherwise distributable
to a particular Participant may be retained by the Trustees).
10.3 Any Plan Shares (within the meaning of paragraph 88(2) of the
Schedule) taken up by the Trustees on behalf of any Participant under
this Clause shall, subject to Clause 13, form part of the
Participant's Plan Shares and shall be deemed to have been acquired or
appropriated at the same time as the Plan Shares to which they relate.
10.4 Nothing in this Clause shall require the Trustees to act in any manner
whereby they would be involved in any liability unless indemnified to
their satisfaction by the
Participant in question against such liability. In the exercise of any
discretion conferred upon them the Trustees shall not be liable for
any loss to any Participant arising by reason of any matter or thing
other than wilful fraud or wrongdoing or in the case of Trustees
engaged in the business of providing a trustee service for a fee
negligence on the part of the relevant trustee sought to be made
liable.
11 CAPITALISATION ISSUES
Where the Relevant Company allots any new shares (within the meaning of
paragraph 87(7) of the Schedule) by way of capitalisation to the Trustees
in respect of any Plan Shares held by them such new shares shall subject to
and in accordance with Clause 13 form part of such Plan Shares and shall be
deemed to have been acquired or appropriated at the same time as the Plan
Shares in respect of which they are allotted.
12 RECONSTRUCTIONS AND TAKE-OVERS
12.1 Participants shall be notified of any Reconstruction or Take-over and
any Participant may give notice in writing to the Trustees instructing
them in respect of any of his Plan Shares (and where appropriate
exercising any right to elect to receive any particular form of
consideration available thereunder).
12.2 To the extent the consideration received by virtue of any
Reconstruction or Take-over consists of cash it shall be treated as
the proceeds of a disposal under Clause 7.1 and so far as it consists
of new shares (within the meaning of paragraph 87(7) of the Schedule)
it shall be held by the Trustees as Plan Shares subject to the terms
of this Deed and the Rules mutatis mutandis as if the same were the
Plan Shares in respect of which they are issued or which they
otherwise represent.
13 ENTITLEMENTS
13.1 Where in respect of Shares of the same class as the Plan Shares an
offer or invitation is made conferring rights to acquire against
payment additional securities in the Relevant Company or where new
securities by way of capitalisation are to
be allotted by such company the Trustees shall allocate such rights or
securities amongst the Participants concerned on a proportionate basis
and if such allocation shall give rise to a fraction of a right or a
security shall round such allocation down to the next whole right or
security and the Trustees shall use their best endeavours to sell any
rights or securities which are not allocated and distribute the net
proceeds of sale (after deducting therefrom any expenses of sale and
any taxation which may be payable by the Trustees in respect thereof)
among the Participants whose allocation was rounded down such proceeds
which derive from Plan Shares being treated as a Capital Receipt in
accordance with section 502(1) of the Act provided that any sum of
less than (pound)3 otherwise distributable to a particular Participant
may be retained by the Trustees.
13.2 In any circumstances in which the Trustees receive new securities
which are deemed to form part of a holding of Plan Shares the Trustees
shall allocate the securities to the Participant by reference to the
relevant dates of appropriation of the Plan Shares to which they
relate and if any such allocation should give rise to a fraction of a
security the Trustees shall subject to the Schedule round such
allocation up or down to the next whole security.
14 INFORMATION AND ACCOUNTING FOR INCOME TAX
14.1 The Trustees and the Company must maintain such records as may be
necessary for the purposes of:
14.1.1 informing Participants of their PAYE and National Insurance
liabilities under the Plan; and
14.1.2 enabling the Participating Company to make and account for a
PAYE (and National Insurance Contributions) deduction in
respect of any asset transferred to a Participant when a
liability to Schedule E income tax arises and the asset is a
readily convertible asset within the meaning of Section 696
of the Act.
14.2 If the Trustees are obliged to operate PAYE in accordance with the
provisions of section 510 of the Act, they may dispose of the asset or
part thereof on behalf of the Company and account to the Inland
Revenue for so much of the proceeds of disposal as would be required
if there had in fact been a payment of assessable income, and to the
Participant for the balance.
15 TRUSTEES' POWERS OF DELEGATION
15.1 In the exercise of their discretions and the performance of their
duties hereunder the Trustees may employ and pay a registrar solicitor
broker actuary accountant banker or other adviser and may appoint any
such person as their agent to transact all or any business and may act
on the advice or opinion of any such solicitor, broker, actuary,
accountant, banker or other adviser and shall not be responsible for
anything done or omitted to be done or suffered in good faith in
reliance on such advice or opinion.
15.2 Except as otherwise provided by Part 9 of the Schedule the Trustees
may delegate any of their powers and duties hereunder or any business
including the exercise of any discretion to any person or company
including the Company or any Subsidiary.
15.3 The Trustees may at any time and shall if so directed by the Company
revoke any delegation or arrangement made under this Clause and
require any trust property held by another person to be returned to
the Trustees.
15.4 The Trustees may execute or sign and (if and so long as there is more
than one Trustee) may authorise the execution or signature by any one
of their number as their agent (and any corporate trustee may
similarly authorise any of its directors officers or employees on its
behalf) to effect the execution or signature of any deeds documents
cheques or other instruments by the impression of any signature on
behalf of or as witness of any sealing by the Trustees in writing
printing lithography photocopying or any other mode of representing or
reproducing words in a visible form. Any such signature or sealing
shall be as valid as if given by all the Trustees.
15.5 The Trustees may at any time cause any part of the trust property to
be deposited for safekeeping with any Trustee or any other person on
behalf of the Trustees and may pay any expenses in connection
therewith.
16 ADMINISTRATION
16.1 Subject to and in accordance with the provisions of this Deed
including Schedule One the Trustees may make such regulations as they
consider appropriate relating to the administration of the Plan.
16.2 If and so long as there is more than one Trustee the Trustees shall
meet together as may be necessary for the administration of the trusts
hereof and all decisions taken by a majority (or as a result of the
casting vote of any chairman appointed by the Trustees present at the
meeting) of the Trustees present at any meeting of the Trustees of
which notice has been given to all of them present in the United
Kingdom (provided at least two Trustees shall be present) shall be as
effective for all purposes as if such decisions had been unanimous
decisions of all the Trustees. A written resolution signed by all the
Trustees arrived at without any meeting shall be effective for all
purposes. Nothing herein shall preclude a sole corporate trustee from
acting on its own.
16.3 The Trustees shall arrange for the relevant Participating Companies to
account to the Inland Revenue or other authority concerned for any
amounts deducted from payments made pursuant to the Plan in respect of
PAYE or any other deductions required in accordance with paragraph 79
of the Schedule.
17 PROVISIONS RELATING TO THE TRUSTEES
17.1 The Company shall pay to or reimburse the Trustees upon demand for all
charges and expenses reasonably incurred by them in the course of the
administration and determination of the trusts of this Deed and of the
Plan and shall keep their estates and effects fully indemnified and
saved harmless against all actions, claims, losses,
demands, proceedings, charges, expenses, costs, damages, taxes, duties
and other liabilities arising out of anything done or caused to be
done by them or suffered or incurred by them in the exercise or
purported exercise of any of the powers and discretions vested in them
by this Deed and the Plan or otherwise howsoever arising out of or in
connection with the preparation administration operation or
termination of the Plan but so that no Trustee shall be indemnified or
exonerated in respect of any fraud or wilful default or in the case of
Trustees engaged in the business of providing a trustee service for a
fee negligence on his part and in addition the Trustees shall have the
benefit of all indemnities conferred upon trustees generally by law
and by the Trustee Act 1925.
17.2 A person shall not be disqualified from acting as a Trustee hereof or
exercising any power vested in the Trustees by reason of the fact that
he is or has been a director or employee of any Participating Company
or any Subsidiary or is participating in or has participated in the
Plan or for any remuneration or other benefit received thereby or in
connection therewith.
17.3 Any bank which is banker to the Company or any Subsidiary may act as
Trustee without being required to account for any profit resulting
therefrom.
17.4 Any person acting as a Trustee in the course of any profession or
business carried on by him may charge and be paid such reasonable
remuneration charges or disbursements whether in connection with the
Plan or otherwise as shall from time to time be agreed between him and
the Company.
17.5 No Trustee (and no director or officer of a body corporate or a trust
corporation acting as a Trustee) shall on his own account be precluded
from acquiring, holding or dealing with any debentures, debenture
stock shares or securities whatsoever of the Company or any Subsidiary
or any other company in the shares of which the Company or any
Subsidiary may be interested or from entering into any contract or
other transaction with the Company or any Subsidiary or any such other
company or from being interested in any such contract or transaction
and nor shall he be in any way liable to account to the Company or any
Subsidiary or any Participant in the Plan for any profits made, fees,
commissions, shares of brokerage discounts allowed or advantages
obtained by him from or in connection with such
acquisition, holding, dealing contract or transaction whether or not
in connection with his duties hereunder.
17.6 The Trustees shall be entitled in the absence of manifest error to
rely without further enquiry on information supplied to them by the
Company for the purposes of the Plan and shall also be entitled to
rely in the absence of manifest error on any direction notice or
document purporting to be given or executed by or with the authority
of the Company or by any Participant in the Plan as having been so
given or executed.
18 APPOINTMENT REMOVAL AND RETIREMENT OF TRUSTEES
18.1 The Company may at any time by writing under the hand of a person duly
authorised by a resolution of the Directors:
18.1.1 appoint a new Trustee including a corporate Trustee; and
18.1.2 remove a Trustee from office (but not so as to leave in
office less than two Trustees unless a corporate Trustee)
without assigning any reason therefore and such removal
shall (in the absence of any other date specified in the
notice) take place forthwith.
18.2 All powers of appointment and removal shall be vested in the Trustees
in the event that the Company ceases to exist otherwise than in
consequence of a reconstruction or amalgamation.
18.3 A Trustee may retire by giving to the Company written notice of his
desire to retire and such notice shall take effect at the expiry of
three months (or such other period as may be agreed with the Company)
from the date of such notice. The Trustee shall not be obliged to pay
and shall not be responsible for any costs occasioned by such
retirement but shall execute all such documents and do all such things
as may be necessary to give proper effect to such retirement.
18.4 Forthwith upon his removal or retirement a Trustee shall transfer all
trust property held by him and deliver all documents in his possession
relating to the Plan to the remaining Trustees (if any) or otherwise
as the Company may direct.
18.5 The provisions of Sections 37 and 39 of the Trustee Act 1925 shall
apply hereto as if any references therein to a trust corporation were
references to any corporation.
19 RESIDENCE AND NUMBER OF TRUSTEES
The number of Trustees should be not less than two persons unless a company
is appointed as sole Trustee. The Trustees shall at all times be resident
in the United Kingdom for United Kingdom tax purposes. If there is only one
Trustee it shall be a body corporate (which in accordance with Clause 18.5
above need not be a trust corporation) at all times resident in the United
Kingdom for United Kingdom tax purposes.
20 ALTERATIONS
The Company may at any time (with the concurrence of the Trustees) by deed
supplemental hereto alter any of the provisions of this Deed (including the
Schedules hereto) subject to the provisions of Rule 23.
21 TERMINATION
The trusts established by this Trust Deed shall (subject to the power of
the Directors to terminate the Plan under Rule 24.1) continue for a period
of eighty years commencing on the date of this Trust Deed and shall
thereupon be wound up in accordance with Rule 24.3.
22 GENERAL
22.1 This Deed shall be governed by and construed in accordance with the
laws of England.
22.2 Schedule One shall have effect as part of this Deed.
IN WITNESS whereof the parties hereto have caused this Deed to be executed the
day and year first before written
Executed as a Deed by )
HUDSON
GLOBAL RESOURCES LIMITED )
Acting by )
Authorised signatory
Authorised signatory
Executed as a Deed by )
HALIFAX CORPORATE TRUSTEES LIMITED )
Acting by )
Authorised signatory
Authorised signatory
Schedule One
Rules of the Hudson Global Resources Share Incentive Plan
1 Definitions
In these Rules the following words and expressions shall, where the context so
permits, have the meanings set forth below:
"Accumulation Period" such period as the Directors shall determine
under Rule 5.1.4 which shall begin no later than the
date on which the first deduction of Partnership Share
Money is made from a Participant's salary and end no
later than twelve months after it began and which shall
be the same for all Participants in the Plan;
"the Act" the Income Tax (Earnings and Pensions) Act 2003;
"Acquisition Date" the date on which Partnership Shares are acquired on
behalf of Participants in accordance with Rule 6 of
the Plan;
"Appropriation Date" (1) in relation to Free Shares, a date determined by
the Directors (and agreed in advance with the
Trustees) as the date on which Free Shares are to
be appropriated to Participants in accordance with
Rule 2 of the Plan; and
(2) in relation to Matching Shares, the date on which
Matching Shares are to be appropriated to
Participants in accordance with Rule 9 of the
Plan; and
(3) in relation to Dividend Shares, the date on which
the Dividend Shares are appropriated to
Participants in accordance with Rule 12 of the
Plan;
"Associated Company" has the meaning in paragraph 94 of the Schedule;
"the Auditors" the auditors for the time being of the Company acting
as experts and not as arbitrators;
"Capital Receipt" in relation to Plan Shares held on behalf of a
Participant, any money or money's worth which the
Trustees or the Participant become entitled to receive,
save to the extent that it is disregarded pursuant to
the provisions of Section 502(4) of the Act;
"the Company" HUDSON GLOBAL RESOURCES LIMITED registered in England
under number 3206355;
"Connected Company" has the same meaning as in paragraph 18(3) of the
Schedule;
"Continuous Employment" the meaning ascribed by Chapter I of Part XIV of the
Employment Rights Act 1996;
"Control" the meaning ascribed by Section 840 of ICTA;
"Dealing Day" a day on which NASDAQ is open for the transaction of
business;
"the Deed" the Trust Deed constituting, inter alia, the Plan as
amended from time to time;
"the Directors" the board of Directors of the Company, or a duly
authorised committee thereof;
"Dividend Shares" Shares which satisfy the requirements of paragraph 65
of the Schedule and are appropriated to Participants
under Rule 12 and held by the Trustees upon the terms
of the Plan;
"Dividend Share Limit" the limit specified in paragraph 64 of the Schedule
from time to time;
"Eligible Employee" any person who on the applicable Appropriation Date or
the date of the deduction of Partnership Share Money
relating to the award or where an Accumulation Period
applies the date of the first deduction of Partnership
Share Money relating to the award is an employee of the
Company (or any Participating Company); and
(1) is chargeable to tax in respect of his employment
under paragraph 8(2) of the Schedule; and
(2) has such period of Continuous Employment with
any one or more Qualifying Companies (taken
consecutively) as the Directors may determine
being a period not exceeding 18 months save
that where an Accumulation Period applies this
period shall not exceed 6 months ending with the
start of such Accumulation Period; and
(3) any other such employee who satisfies (2) above
and who the Directors in their absolute discretion
may permit to participate in the Plan
PROVIDED THAT
(1) a person who is ineligible to participate by
virtue of paragraph 19 of the Schedule shall not
be treated as an Eligible Employee; and
(2) a person shall not be eligible to receive an
appropriation of Free Shares in a Year of
Assessment if in that Year of Assessment he has
participated or is to participate or would have
participated but for his failure to obtain an
appropriation based on a Performance Related
Formula in another share incentive plan
established by the Company or a Connected
Company and approved under the Schedule
and
(3) a person shall not be eligible to participate in
an award of Partnership Shares or Matching Shares
in a Year of Assessment if in that Year of
Assessment he has participated or is to
participate in an award of shares under another
employee share incentive plan
established by the Company or a Connected Company
and approved under the Schedule or if he would
have participated but for his failure to obtain an
award based on a Performance Related Formula;
"Forfeiture Period" in relation to Free Shares and Matching Shares
the period beginning on the applicable Appropriation
Date and ending on such date as the Directors shall
determine being no later than the third anniversary of
such Appropriation Date which shall apply to all Free
Shares and Matching Shares in the same appropriation;
"Free Shares" Shares which are appropriated to an Eligible Employee
under Rule 2 and held by the Trustees upon the terms of
the Plan;
"Free Share Agreement" An agreement in the form (or substantially in the form)
of Schedule Three, adapted as appropriate;
"Free Share Limit" (pound)3,000 or such other amount as may be specified
in paragraph 35 of the Schedule from time to time;
"Group" the Company, any Subsidiary and any Associated Company
of the Company from time to time;
"Holding Period" in relation to Free Shares, Matching Shares and
Dividend Shares the period beginning on the applicable
Appropriation Date and ending on:
(1) in the case of Free Shares and Matching Shares
such date as the Directors shall determine being
no earlier than the third anniversary nor later
than the fifth anniversary of such date; and
(2) in the case of Dividend Shares the third
anniversary of such date;
and which period shall not be increased in respect of
Free Shares, Matching Shares and Dividend Shares
already awarded under the Plan.
"ICTA" Income and Corporation Taxes Act 1988;
"Initial Market Value" in relation to a Share:
(1) save as mentioned in (2) below, its Market
Value (determined as if there were no
restrictions or risk of forfeiture) on the
Appropriation Date, Acquisition Date or where
the Directors have determined that an
Accumulation Period applies the first day of
the Accumulation Period or the Acquisition
Date in accordance with Rule 6.2 (as
appropriate); or
(2) if and so long as the Shares are listed on
the New York Stock Exchange, its Market
Value
(determined as if there were no restrictions
or risk of forfeiture) on the Appropriation
Date, Acquisition Date or where the Directors
have determined that an Accumulation Period
applies the first day of the Accumulation
Period or the Acquisition Date in accordance
with Rule 6.2;
"Key Feature" a feature of the Plan which is a provision which
is necessary in order to meet the requirements of
the Schedule;
"Letter of Offer" a letter in the form (or substantially in the
form) of Schedule Two, adapted as appropriate;
"Market Value" in relation to a Share on any date:
(1) save as mentioned in (2) below, its market
value as determined in accordance with
Part VIII of the Taxation of Chargeable Gains
Act 1992 and agreed in advance with Inland
Revenue Shares Valuation; or
(2) if and so long as the Shares are fully
listed on the New York Stock Exchange:
(a) if, and only if, all the Shares
acquired for allocation to
Participants on an Acquisition Date or
an Appropriation Date are purchased and
allocated to all Participants on the
same day, the average of the prices paid
by the Trustees for those Shares
or
(b) if all the Shares acquired for
Participants are not purchased and
awarded to all Participants on the same
day, its closing price on the New York
Stock Exchange on the immediately
preceding Dealing Day.
"Matching Shares" Shares which satisfy the requirements of paragraph
59 of the Schedule and are appropriated to an
Eligible Employee under Rule 9 and held by the
Trustees upon the terms of the Plan;
"Notice of Acquisition" a notice in the form (or substantially in the
form) of Schedule Seven, adapted as appropriate;
"Notice of Appropriation" a notice in the form (or substantially in the
form) of Schedule Five, adapted as appropriate;
"Parent" Hudson Highland Group Inc. a corporation
registered in the state of Delaware USA;
"Participant" an Eligible Employee who has entered into a Free
Share Agreement or Partnership Share Agreement to
participate in the Plan;
"Participating Company" the Company and any Subsidiary which is under the
Control of the Company designated by the Directors
as a Participating Company which has executed a
suitable deed of adherence;
"Partnership Shares" Shares which are acquired by or on behalf of
Eligible Employees under Rule 6 and held by the
Trustees upon the terms of the Plan;
"Partnership Share Agreement" an agreement in the form (or substantially in the
form) of Schedule Four, adapted as appropriate;
"Partnership Share Limit" the lower of (pound)125 per month (or an
equivalent weekly amount) and 10% of an Eligible
Employee's Salary (or such other amounts as may be
specified from time to time in paragraph 46 of the
Schedule);
"Partnership Share Money" if the Directors determine that an Accumulation
Period will apply the aggregate amount of all
deductions,
otherwise the deduction made from a
Participant's Salary in accordance with the
Partnership Share Agreement before it is used
to acquire Partnership Shares on his behalf;
"Plan" the Hudson Global Resources Share Incentive Plan
in its present form, or as from time to time
altered in accordance with its Rules;
"Plan Shares" Shares held by the Trustees upon the terms of
the Plan on behalf of the Participants comprising
Free, Partnership, Matching and Dividend Shares
and shares in relation to which paragraph 87(2)
of the Schedule applies;
"Qualifying Company" the same meaning as in paragraph 17 of the
Schedule;
"Reconstruction or Take-over" a transaction affecting any Plan Shares which:
(1) is an offer for those Plan Shares which, if
accepted, would result in a new holding of
shares being equated with such Plan Shares
for the purposes of capital gains tax; or
(2) is a transaction mentioned in Chapter II of
Part V of the Taxation of Chargeable Gains
Act 1992 which would result in a new holding
being equated with such Plan Shares for the
purposes of capital gains tax were it not
for the fact that what would be the new
holding consists of or includes a qualifying
corporate bond (within the meaning of Section
117 of the Taxation of Chargeable Gains
Act 1992); or
(3) is entered into pursuant to a scheme of
arrangement or a compromise applicable to or
affecting:
(a) all the issued ordinary share capital
of the Relevant Company or, as the case
may be, all of it that is of the class
in question; or
(b) all the shares, or shares of the class
in question, which are held by a class
of shareholders identified otherwise
than by reference to their employment
or their participation in an employee
share incentive plan approved by the
Inland Revenue under the Schedule;
or
(4) is an offer of cash (with or without other
assets) where the offer forms part of a
general offer which is made to the holders of
shares of the same class in the Relevant
Company and which is made in the first
instance on a condition such that if it is
satisfied the offeror will have Control of
the Relevant Company;
"the Release Date" (1) in relation to Free Shares, Matching Shares
and Dividend Shares, the day following the
last day of the applicable Holding Period;
(2) in relation to Partnership Shares, the period
beginning on the applicable Acquisition Date
and ending on the third anniversary of such
date;
"Relevant Company" the Parent or any other company whose shares are,
as a result of a Reconstruction or Take-over,
Plan Shares;
"Relevant Employment" employment by the Company, a Participating Company
or any Associated Company of the Company;
"Retirement Age" age 50;
"Rules" the rules of the Plan (and "Rule" shall be
construed accordingly);
"Salary" the meaning ascribed by paragraph 48 of the
Schedule;
"the Schedule" Schedule 2 to the Income Tax (Earnings and
Pensions) Act 2003;
"Share" a share of common stock in the Parent satisfying
paragraphs 25 to 33 inclusive of the Schedule;
"Subsidiary" the meaning ascribed by Section 736 of the
Companies Act 1985;
"Tax Free Date" (1) In relation to Free Shares, Partnership
Shares and Matching Shares, the fifth
anniversary of their Appropriation Date or
Acquisition Date (as appropriate); and
(2) in relation to Dividend Shares, the third
anniversary of their Appropriation Date;
"Termination Period" the period of three months commencing on the day
on which a plan termination notice is sent out
under Rule 24.2;
"Trustees" the Trustees referred to in the Deed, or such
other person or persons who is or are the trustee
or trustees from time to time of the Plan;
"T.U.P.E transfer" a transfer to which the Transfer of Undertakings
(Protection of Employment) Regulations 1981
applies;
"Year of Assessment" a year beginning on any 6 April and ending on the
following 5 April.
References to any statutory provision are to that provision as amended or
re-enacted from time to time and, unless the context otherwise requires, words
in the singular include the plural (and vice versa) and words importing the
masculine shall include the feminine (and vice versa).
PART ONE - FREE SHARES
2 Appropriation of Free Shares
2.1 When the Directors have determined to operate the Plan by offering
Free Shares on the same terms to Eligible Employees, a Letter of Offer
shall be issued to each Eligible Employee asking him to consent to the
appropriation of Free Shares on the proposed Appropriation Date by
signing and returning as directed the accompanying Free Share
Agreement duly completed and signed by such date at least 14 days
after the date of the Letter of Offer as shall be specified in the
Letter of Offer (but in any event prior to the relevant Appropriation
Date). The Letter of Offer shall specify the Holding Period which the
Directors have determined will apply to the Free Shares appropriated
on the Appropriation Date and any Forfeiture Period that will apply to
the Free Shares.
2.2 A Free Share Agreement entered into in accordance with this Rule 2
shall bind the relevant Eligible Employee in contract with the
Company:
2.2.1 to permit the Free Shares appropriated to him to remain in
the hands of the Trustees throughout the applicable Holding
Period; and
2.2.2 not to assign, charge or otherwise dispose of his beneficial
interest in those Free Shares during the applicable Holding
Period; and
2.2.3 if the Company in accordance with Rule 4.2 directs the
Trustees to transfer the legal ownership of any Free Shares
to the Eligible Employee at any time before the applicable
Release Date, to pay to the Trustees before such transfer
takes place, or to allow the Trustees to sell some or all of
his Free
Shares in order to raise, a sum equal to income tax at the
appropriate rate on the Market Value of such Free Shares at
the time of such transfer together with any Primary Class I
National Insurance liability which may arise; and
2.2.4 if he or the Company in accordance with Rule 4.2 directs the
Trustees to transfer the legal ownership of any Free Shares
to the Eligible Employee at any time after the applicable
Release Date but before the applicable Tax Free Date, to pay
to the Trustees before such transfer takes place or to allow
the Trustees to sell some or all of his Free Shares in order
to raise a sum equal to income tax at the appropriate rate
on the lesser of:
(a) the Initial Market Value of the Free Shares; and
(b) the Market Value of the Free Shares at the time of such
transfer
together with any Primary Class I National Insurance
liability which may arise.
2.3 Free Shares shall be appropriated on an Appropriation Date amongst
Eligible Employees who have entered into a Free Share Agreement in
accordance with such one or more of the methods set out in Rules
2.3.1, 2.3.2, 2.3.3, 2.3.4 or 2.3.5 as the Directors shall determine.
Every Eligible Employee who does participate must do so on the same
terms.
2.3.1 Eligible Employees shall receive Free Shares having an
Initial Market Value equal to such percentage of their
annual Salary as the Directors shall determine; and/or
2.3.2 Eligible Employees shall receive a number of Free Shares per
year of Continuous Employment with one or more Participating
Companies and/or Subsidiaries; and/or
2.3.3 Eligible Employees shall receive a number of Free Shares
according to the number of hours worked per week with their
employing company; and/or
2.3.4 Eligible Employees shall receive a fixed number of Shares or
a number of Shares with a Market Value equal to a fixed sum;
and/or
2.3.5 such other formula relating to the performance of the
Eligible Employee, the Company or the Eligible Employee's
business unit to be determined by the Directors (the
"Performance Related Formula") PROVIDED THAT if a
Performance Related Formula is selected, either 2.3.5.1 or
2.3.5.2 will apply;
2.3.5.1 (a) at least 20% of the Free Shares appropriated on
the Appropriation Date must be appropriated in
accordance with Rules 2.3.1, 2.3.2, 2.3.3 and/or
2.3.4 without reference to the Performance
Related Formula; and
(b) the appropriation of Free Shares with the
highest Initial Market Value to any Eligible
Employee on any Appropriation Date under the
Performance Related Formula may not exceed four
times the highest Initial Market Value of Free
Shares appropriated to any Eligible Employee
under any of the formulae set out under
Rules 2.3.1, 2.3.2, 2.3.3 and 2.3.4; or
2.3.5.2 (a) some or all of the Free Shares must be
appropriated according to a Performance Related
Formula which must be comparable in terms of the
likelihood of being met by each of the
performance units to which it applies; and
(b) Free Shares appropriated to members of the same
performance unit must satisfy Rules 2.3.1,
2.3.2, 2.3.3 or 2.3.4.
2.4 Where a Performance Related Formula is selected:
2.4.1 the same method as set out in either Rule 2.3.5.1 or Rule
2.3.5.2 shall be used for all Eligible Employees who take
part in an appropriation;
2.4.2 the Letter of Offer issued to Eligible Employees under Rule
2.1 shall include notification of the Performance Related
Formula as it applies to each Eligible Employee; and
2.4.3 a notice describing the Performance Related Formula in
general terms must be put on display for all employees of
Participating Companies before the beginning of the period
to which the Performance Related Formula will relate.
2.5 Where Free Shares have been appropriated under this Rule 2 the
Trustees will send a Notice of Appropriation to each Participant to
whom such Shares have been appropriated in accordance with Clause 2.7
of the Deed.
2.6 The aggregate of the Market Value of all Free Shares which may be
appropriated to any Participant in any Year of Assessment shall not
exceed the Free Share Limit.
3 Transfer of Free Shares
3.1 In accordance with the Free Share Agreement entered into between a
Participant and the Company under Rule 2, a Participant may direct the
Trustees to transfer the legal ownership of his Free Shares to him at
any time on or after the Release Date that applies to them.
3.2 Any direction given by a Participant under Rule 3.1 must be in the
form (or substantially in the form) of Schedule Six, adapted as
appropriate. The Trustees will transfer the relevant Free Shares as
soon as practicable after receipt of the direction.
4 Cessation of Employment and withdrawal of Free Shares from the Plan
4.1 In the event of a Participant ceasing to be employed by the Group at
any time by reason of:
4.1.1 injury, disability, redundancy (within the meaning of the
Employment Rights Act 1996); or
4.1.2 a T.U.P.E transfer; or
4.1.3 a change of Control or other circumstances ending the
Associated Company status of the company by which he is
employed; or
4.1.4 retirement on or after reaching Retirement Age; or
4.1.5 death
the Directors shall procure that his Free Shares are transferred to
him by the Trustees as soon as practicable after such cessation.
4.2 In the event of a Participant ceasing to be employed by the Group in
any circumstances other than those set out in Rule 4.1 or otherwise
instructing the Trustees to transfer his Free Shares to him:
4.2.1 on or after the applicable Release Date but before the
applicable Tax Free Date, the Directors shall procure that
his Free Shares are transferred to him by the Trustees,
subject to the disposal by the Trustees of sufficient Plan
Shares to enable them to meet their PAYE liabilities or
payment to the Trustees
by the Participant of a sum equal to income tax at the
appropriate rate on the lesser of:
a) the Initial Market Value of such Free Shares; and
b) the Market Value of such Free Shares on the date of his
cessation of employment;
together with any Primary Class I National Insurance
liability that may arise in accordance with the Free Share
Agreement that relates to them, as soon as practicable after
such cessation; or
4.2.2 in relation to cessation of employment only, after the
Forfeiture Period and before the applicable Release Date,
the Directors shall procure that his Free Shares are
transferred to him by the Trustees, subject to the disposal
by the Trustees of sufficient Plan Shares to enable them to
meet their PAYE liabilities or payment to the Trustees by
the Participant of a sum equal to income tax at the
appropriate rate on the Market Value of such Free Shares
together with any Primary Class I National Insurance
liability that may arise, in accordance with the Free Share
Agreement that relates to them, as soon as practicable (and
in any event within 30 days) after such cessation.
4.3 In the event of a Participant ceasing to be employed by the Group in
any circumstances other than those set out in Rule 4.1 before the end
of the applicable Forfeiture Period he will forfeit his Free Shares
and thereafter have no further entitlement to them.
4.4 Takeovers
4.4.1 A Participant may during the Holding Period direct the
Trustees:
4.4.1.1 to accept an offer for any of his Free Shares if the
acceptance or agreement will result in a new holding being
equated with those Shares for the purposes of capital gains
tax; or
4.4.1.2 to accept an offer of a qualifying corporate bond (whether
alone or with other assets or cash or both) for his Free
Shares if the offer forms part of such a general offer as is
mentioned in paragraph 37(5) of the Schedule; or
4.4.1.3 to accept an offer of cash, with or without other assets,
for his Free Shares if the offer forms part of a general
offer which is made to holders of shares of the same class
as his Shares, or to holders of shares in the same company
and which is made in the first instance on a condition such
that if it is satisfied the person making the offer shall
have control of that company, within the meaning of section
416 of ICTA; or
4.4.1.4 to agree to a transaction affecting his Free Shares or such
of them as are of a particular class, if the transaction
would be entered into pursuant to a compromise, arrangement
or scheme applicable to or affecting:
(a) all of the ordinary share capital of the Parent or, as
the case may be, all the shares of the class in
question; or
(b) all the shares, or all the shares of the class in
question, which are held by a class of shareholders
identified otherwise than by reference to their
employment or their
participation in a plan approved under the Schedule.
PART TWO - PARTNERSHIP SHARES
5 Invitations to acquire Partnership Shares
5.1 When the Directors have determined to operate the Plan by inviting
Eligible Employees to acquire Partnership Shares on the same terms, a
Letter of Offer shall be issued to each Eligible Employee inviting him
to enter into an agreement with the Company by signing and returning
as directed the accompanying Partnership Share Agreement duly
completed and signed by such date at least 14 days after the date of
the Letter of Offer as shall be specified in the Letter of Offer. The
Letter of Offer shall specify:
5.1.1 whether the Directors have determined to offer Matching
Shares to Eligible Employees who enter into a Partnership
Share Agreement; and
5.1.2 the basis on which such Matching Shares will be
appropriated; and
5.1.3 any Forfeiture Period that will apply to the Matching
Shares; and
5.1.4 the starting date and length of the Accumulation Period (as
determined by the Directors).
5.2 The Company may specify the maximum number of Shares to be included in
an offer of Partnership Shares.
5.2.1 The Partnership Share Agreement shall contain an undertaking
by the Company to notify each Eligible Employee of any
restriction on the number of Shares to be included in an
offer.
5.2.2 The notification in Rule 5.2.1 shall be given:
a) If there is no Accumulation Period, before the first
deduction of the Partnership Share Money relating to the
offer; and
b) If there is an Accumulation Period, before the beginning of
the Accumulation Period relating to the offer.
5.3 A Partnership Share Agreement entered into in accordance with this
Rule 5 shall bind the relevant Eligible Employee in contract with the
Company:
5.3.1 to permit the Participating Company to deduct from his
Salary each month an amount neither less than (pound)10 nor
exceeding the Partnership Share Limit or an equivalent
amount if the salary is paid weekly; and
5.3.2 to permit the Company to use the amount deducted under Rule
5.3.1 above to acquire (or to arrange the acquisition of)
Partnership Shares on behalf of the Eligible Employee and to
hold them in accordance with the Rules of the Plan; and
5.3.3 if he directs the Trustees to transfer the legal ownership
of any Partnership Shares to him at any time before the
applicable Release Date, to pay to the Trustees before such
transfer takes place or to allow the Trustees to sell some
or all of his Plan Shares in order to raise a sum equal to
income tax at the appropriate rate on the Market Value of
such Partnership Shares at the time of such transfer
together with any Primary Class I National Insurance
liability that may arise; and
5.3.4 if he directs the Trustees to transfer the legal ownership
of any Partnership Shares to him at any time on or after the
applicable Release Date but before the applicable Tax Free
Date, to pay to the Trustees before such transfer takes
place or to allow the Trustees to sell some or all of his
Plan Shares in order to raise a sum equal to income tax at
the appropriate rate on the lesser of:
a) the Partnership Share Money used to acquire the
Partnership Shares; and
b) the Market Value of the relevant Partnership Shares at
the time of such transfer
together with any Primary Class I National Insurance
liability that may arise.
5.4 A Partnership Share Agreement entered into under Rule 5.1 above will
not be valid unless it contains a notice as prescribed by paragraph 48
of the Schedule;
5.5 Where Partnership Shares have been acquired on behalf of Participants
the Trustees will send a Notice of Acquisition to each Participant on
whose behalf such Shares have been acquired in accordance with the
provisions of Clause 2.7 of the Deed.
5.6 A Partnership Share Agreement shall include a provision allowing the
Participant, by written notice to the Company, to stop the deductions
from his Salary with effect from a date specified in the notice.
Following such a notice, the Participant may, by further notice in
writing, direct the Company to re-start the deductions from his
Salary, provided that the deductions that have been missed in the
interim period may not be made up.
5.7 A Partnership Share Agreement shall include a provision allowing the
Participant, on no more than two occasions in a calendar year, to
change the amount of deductions from Salary.
5.8 A Partnership Share Agreement shall include a provision allowing the
Participant, by written notice to the Company, to withdraw from the
Partnership Share Agreement at any time.
6 Acquisition of Partnership Shares
The Directors shall determine whether an Accumulation Period shall apply.
6.1 Where the Directors have determined that an Accumulation Period shall
not apply to an offer of Partnership Shares:
6.1.1 All Partnership Share Money deducted by the Participating
Company in accordance with the Partnership Share Agreement
entered into under Rule 5.1 shall be transferred directly to
the Trustees. Within 30 days after the last deduction of
Partnership Share Money from Participants' Salaries the
Trustees shall use it in the acquisition of Partnership
Shares on behalf of Participants. For the purpose of this
Rule 6.1 'acquisition' shall mean subscription for, purchase
of or allocation of Shares already held by the Trustees
which are not Free Shares, Partnership Shares, Matching
Shares or Dividend Shares.
6.1.2 The number of Partnership Shares to be acquired on behalf of
each Participant shall be determined in accordance with the
Market Value of the Partnership Shares on the Acquisition
Date.
6.2 Where the Directors have determined that an Accumulation Period shall
apply:
6.2.1 All Partnership Share Money deducted by the Participating
Company during the Accumulation Period shall be transferred
to the Trustees within 30 days of its deduction from
Participants' Salaries. The Trustees will then hold the
Partnership Share Money until the end of the Accumulation
Period. Within 30 days after the end of the Accumulation
Period the Trustees shall use the Partnership Share Money in
the acquisition of Partnership Shares on behalf of
Participants.
6.2.2 The number of Partnership Shares to be acquired on behalf of
each Participant shall be determined by reference to the
lower of:
a) the Market Value of Shares on the first day of the
Accumulation Period; and
b) the Market Value of Shares on the Acquisition Date.
6.3 Any Partnership Share Money remaining in the Trustees' hands after
Partnership Shares have been acquired shall be paid to each
Participant as soon as practicable UNLESS the Participant agrees in
writing that the remaining Partnership Share Money may be retained by
the Trustees and added to the next amount of Partnership Share Money
deducted from his Salary.
6.4 Any amount deducted in excess of that allowed by rule 6.1.1 or 6.2.1
shall be paid over to the employee subject to the deduction of income
tax under PAYE and in addition any liability to Primary National
Insurance Contributions which may arise.
6.5 If the account opened under Clause 2.3 of the Deed earns interest, the
Trustees must pay any interest earned to the Participant.
6.6 If the Company receives applications for Partnership Shares exceeding
the maximum determined by the Directors on that occasion then the
following steps shall be taken in sequence until the excess is
eliminated.
6.6.1 the excess of the monthly deduction chosen by each
application over (pound)10 shall be reduced pro rata;
6.6.2 all monthly deductions shall be reduced to (pound)10;
6.6.3 applications shall be selected by lot, each based on a
monthly deduction of (pound)10.
Each application shall be deemed to have been modified or withdrawn in
accordance with the foregoing provisions, and each Eligible Employee
who has applied for Partnership Shares shall be notified of the
change.
7 Transfer of Partnership Shares
7.1 In accordance with a Partnership Share Agreement entered into between
a Participant and the Company under Rule 5, a Participant may withdraw
from the Partnership Share Agreement at any time by notice in writing
to the Company, which notice shall take effect 30 days after its
receipt, or on such later date as may be specified in the notice. The
Participant may then:
a) direct the Trustees to transfer to him any Partnership Share
Money held on his behalf at any time; and/or
b) direct the Trustees to transfer the legal ownership of his
Partnership Shares at any time.
7.2 A Participant may withdraw any or all of his Partnership Shares from
the Plan at any time.
7.3 The transfer of the Partnership Share Money and/or Partnership Shares
shall be subject to the withholding of the amount necessary to pay
income tax at the appropriate rate together with any Primary Class I
National Insurance liability that may arise in accordance with the
Partnership Share Agreement relating to them. The Trustees will
transfer the relevant Partnership Share Money and/or Partnership
Shares to the Participant as soon as practicable after receipt of the
direction and in any event within 30 days thereof.
7.4 If Matching Shares have been appropriated to a Participant in relation
to Partnership Shares that have been acquired on his behalf in
accordance with a Partnership Share Agreement, any request to the
Trustees to transfer those Partnership Shares to him under Rule 7.1 or
any transfer of those Partnership Shares to him under Rule 8 before
the end of the Forfeiture Period for the Matching Shares will subject
to rule 11.1 cause him to forfeit the corresponding Matching Shares
and he will thereafter have no further entitlement to them.
7.5 Where an Accumulation Period applies, in accordance with a Partnership
Share Agreement entered into between a Participant and the Company
under Rule 5, a Participant may by notice in writing to the Company
(which notice shall take effect 30 days after its receipt unless a
later date is specified in the notice) direct the Company to stop
making deductions from his Salary under the terms of the Partnership
Share Agreement. Where such notice is given by a Participant he may at
a later date during the Accumulation Period by notice in writing to
the Company, which notice shall take effect within 30 days after its
receipt (unless a later date is specified in the notice) direct the
Company to resume making deductions from his Salary under the terms of
the Partnership Share Agreement until the end of the Accumulation
Period.
8 Cessation of Employment
8.1 In the event of a Participant ceasing to be employed by the Group in
any circumstances the Directors shall, subject to Rule 8.2, procure
that his Partnership Shares and any Partnership Share Money held by
the Trustees on his behalf are transferred to him by the Trustees as
soon as practicable after such cessation.
8.2 Unless Rule 8.3 applies, if the cessation of the Participant's
employment occurs before the Tax Free Date applicable to his
Partnership Shares or while Partnership Share Money is held on his
behalf, the transfer of those Partnership Shares and that Partnership
Share Money to him by the Trustees shall be subject both to the
withholding of the amount necessary to pay income tax at the
appropriate rate in accordance with the provisions of Rules 5.3.3
and/or 5.3.4 and to the withholding of the amount necessary to pay
income tax at the appropriate rate on such Partnership Share Money, in
each case in accordance with the Partnership Share Agreement that
relates to them and together with any Primary Class I National
Insurance liability that may arise.
8.3 In the event of a Participant ceasing to be employed by the Group at
any time by reason of:
8.3.1 injury, disability, redundancy (within the meaning of the
Employment Rights Act 1996); or
8.3.2 a T.U.P.E transfer; or
8.3.3 a change of Control or other circumstances ending the
Associated Company status of the company by which he is
employed; or
8.3.4 retirement on or after reaching Retirement Age; or
8.3.5 death
the Directors shall procure that his Partnership Shares and
Partnership Share Money are transferred to him as soon as practicable
after such cessation.
PART THREE - MATCHING SHARES
9 Appropriation of Matching Shares
9.1 When the Directors have determined to operate the Plan by
appropriating Matching Shares on the same terms to Eligible Employees
who enter into a Partnership Share Agreement under Rule 5, the Letter
of Offer issued to each Eligible Employee under Rule 5 shall contain
information about such determination, including the
number of Matching Shares that will be appropriated for each
Partnership Share (being not more than two for one).
9.2 Where the Directors have determined to appropriate Matching Shares to
Eligible Employees who enter into a Partnership Share Agreement under
Rule 5, the Partnership Share Agreement will bind the relevant
Eligible Employee in contract with the Company:
9.2.1 to permit the Matching Shares appropriated to him to remain
in the hands of the Trustees throughout the applicable
Holding Period; and
9.2.2 not to assign, charge or otherwise dispose of his beneficial
interest in those Matching Shares during the applicable
Holding Period; and
9.2.3 if the Company in accordance with Rule 11.2 directs the
Trustees to transfer the legal ownership of any Matching
Shares to the Participant before the applicable Release
Date, to pay to the Trustees before such transfer takes
place or to allow the Trustees to sell some or all of his
Plan Shares in order to raise a sum equal to income tax at
the appropriate rate on the Market Value of such Matching
Shares at the time of such transfer together with any
Primary Class I National Insurance liability that may arise;
and
9.2.4 if he or the Company in accordance with Rule 11.2 directs
the Trustees to transfer the legal ownership of any Matching
Shares to him at any time on or after the applicable Release
Date but before the applicable Tax Free Date, to pay to the
Trustees before such transfer takes place or to allow the
Trustees to sell some or all of his Plan Shares in order to
raise a sum equal to income tax at the appropriate rate on
the lesser of:
a) the Initial Market Value of the Matching Shares; and
b) the Market Value of the Matching Shares at the time of
such transfer
together with any Primary Class I National Insurance
liability that may arise.
9.3 Where Matching Shares are appropriated under this Rule 9 the Trustees
will send a Notice of Acquisition/Appropriation to each Participant to
whom such Shares have been appropriated in accordance with the
provisions of Clause 2.7 of the Deed.
9.4 Where Matching Shares are appropriated under this Rule 9 the Shares so
appropriated must be:
9.4.1 Shares of the same class and carrying the same rights as the
Partnership Shares to which they relate; and
9.4.2 appropriated to Participants on the same day as the
Partnership Shares to which they relate are acquired; and
9.4.3 appropriated to all Participants on exactly the same basis.
10 Transfer of Matching Shares
10.1 In accordance with the Partnership Share Agreement entered into
between a Participant and the Company under Rule 5, a Participant may
direct the Trustees to transfer the legal ownership of his Matching
Shares to him at any date on or after the Release Date that applies to
them.
10.2 Any direction given by a Participant under Rule 10.1 must be in the
form (or substantially the form) of Schedule Six, adapted as
appropriate. The Trustees will transfer the relevant Matching Shares
as soon as practicable after the receipt of the direction.
11 Cessation of Employment and withdrawal of Matching Shares from the Plan
11.1 In the event of a Participant ceasing to be employed by the Group at
any time by reason of:
11.1.1 injury, disability, redundancy (within the meaning of the
Employment Rights Act 1996); or
11.1.2 a T.U.P.E. transfer or;
11.1.3 a change of Control or other circumstances ending the
Associated Company status of the company by which he is
employed; or
11.1.4 retirement on or after reaching Retirement Age; or
11.1.5 death
the Directors shall procure that his Matching Shares are transferred
to him by the Trustees as soon as practicable after such cessation.
11.2 In the event of a Participant ceasing to be employed by the Group in
any circumstances other than those set out in Rule 11.1 or otherwise
instructing the Trustees to transfer his Matching Shares to him:
11.2.1 on or after the applicable Release Date but before the
applicable Tax Free Date the Directors shall procure that
his Matching Shares are transferred to him by the Trustees,
subject to the disposal by the Trustees of sufficient Plan
Shares to enable them to meet their PAYE liabilities or
payment to the Trustees by the Participant of a sum equal to
income tax at the appropriate rate on the lesser of:
a) the Initial Market Value of such Matching Shares; and
b) the Market Value of such Matching Shares on the date of
his cessation of employment
together with any Primary Class I National Insurance
liability that may arise in accordance with the Partnership
Share Agreement that relates to them, as soon as practicable
after such cessation; or
11.2.2 in relation to cessation of employment only, after the
Forfeiture Period and before the applicable Release Date the
Directors shall procure that his Matching Shares are
transferred to him by the Trustees, subject to the disposal
by the Trustees of sufficient Plan Shares to enable them to
meet their PAYE liabilities or payment to the Trustees by
the Participant of a sum equal to income tax at the
appropriate rate on the Market Value of such Matching Shares
together with any Primary Class I National Insurance
liability that may arise, in accordance with the Partnership
Share Agreement that relates to them.
11.2.3 In the event of a Participant ceasing to be employed by the
Group in any circumstances other than those set out in Rule
11.1 before the end of the Forfeiture Period he will forfeit
his Matching Shares and thereafter have no further
entitlement to them.
11.3 Takeovers:
11.3.1 A Participant may during the Holding Period direct the
Trustees:
11.3.1.1 to accept an offer for any of his Matching Shares
if the acceptance or agreement will result in a
new holding being equated with those Shares for
the purposes of capital gains tax; or
11.3.1.2 to accept an offer of a qualifying corporate bond
(whether alone or with other assets or cash or
both)
for his Matching Shares if the offer forms part of
such a general offer as is mentioned in paragraph
37(5) of the Schedule; or
11.3.1.3 to accept an offer of cash, with or without other
assets, for his Matching Shares if the offer forms
part of a general offer which is made to holders
of shares of the same class as his Shares, or to
holders of shares in the same company and which is
made in the first instance on a condition such
that if it is satisfied the person making the
offer shall have control of that company, within
the meaning of section 416 of ICTA; or
11.3.1.4 to agree to a transaction affecting his Matching
Shares or such of them as are of a particular
class, if the transaction would be entered into
pursuant to a compromise, arrangement or scheme
applicable to or affecting:
(a) all of the ordinary share capital of the
Parent or, as the case may be, all the shares
of the class in question; or
(b) all the shares, or all the shares of the
class in question, which are held by a class
of shareholders identified otherwise than by
reference to their employment or their
participation in a plan approved under the
Schedule.
PART FOUR - DIVIDEND SHARES
12 Reinvestment of Dividends
12.1 If the Directors have so determined and a Participant has agreed all
dividends payable in respect of Plan Shares shall be paid by the
Company directly to the Trustees. The Trustees shall, within 30 days
of their receipt of such dividends, use them to acquire further Shares
for appropriation to Participants as Dividend Shares. In exercising
their powers to acquire Dividend Shares the Trustees must treat
Participants fairly and equally.
12.2 For the purposes of Rule 12.1 'acquire' shall mean subscribe for
purchase or allocate Shares already held by the Trustees which are not
Free Shares, Partnership Shares, Matching Shares or Dividend Shares.
12.3 The number of Dividend Shares to be appropriated to each Participant
shall be determined in accordance with the Market Value of the Shares
on the Appropriation Date.
12.4 The Free Share Agreement and/or Partnership Share Agreement entered
into by each Participant in accordance with Rules 2 and/or 5 shall
bind the relevant Participant in contract with the Company:-
12.4.1 to permit the Dividend Shares appropriated to him to remain
in the hands of the Trustees throughout the applicable
Holding Period; and
12.4.2 not to assign, charge or otherwise dispose of his beneficial
interest in the Dividend Shares during the applicable
Holding Period.
12.5 Where Dividend Shares have been appropriated under Rule 12.1 the
Trustees will send a Notice of Appropriation to each Participant to
whom such Dividend Shares have been appropriated as soon as
practicable after the Appropriation Date.
12.6 The cash amount used by the Trustees to acquire Dividend Shares for
appropriation to any Participant must not exceed the Dividend Share
Limit. Any cash amount remaining in the Trustees' hands after the
Dividend Share Limit has been applied shall be paid by the Trustees to
the Participant as soon as practicable (and in any event within 30
days of the applicable Appropriation Date).
12.7 Where Dividend Shares have been appropriated under Rule 12.1, the
Shares so appropriated must be Shares of the same class and carrying
the same rights as the Plan Shares in respect of which the dividend
was paid.
13 Transfer of Dividend Shares
13.1 In accordance with the Free Share Agreement and/or Partnership Share
Agreement entered into between a Participant and the Company under
Rules 2 and/or 5 a Participant may direct the Trustees to transfer the
legal ownership of his Dividend Shares to him at any time on or after
the Release Date that applies to them.
13.2 Any direction given by a Participant under Rule 13.1 must be in the
form (or substantially in the form) of Schedule Six, adapted as
appropriate. The Trustees will transfer the relevant Dividend Shares
as soon as practicable after receipt of the direction.
14 Cessation of Employment
14.1 In the event of a Participant ceasing to be employed by the Group at
any time by reason of:
14.1.1 injury, disability, redundancy (within the meaning of the
Employment Rights Act 1996); or
14.1.2 a T.U.P.E transfer; or
14.1.3 a change of control or other circumstances ending the
Associated Company status of the company by which he is
employed; or
14.1.4 retirement on or after reaching Retirement Age; or
14.1.5 death
the Directors shall procure that his Dividend Shares are transferred
to him by the Trustees as soon as practicable after such cessation.
14.2 In the event of a Participant ceasing to be employed by the Group in
any circumstances other than those set out in Rule 14.1 before the
applicable Tax Free Date the Directors shall procure that his Dividend
Shares are transferred to him by the Trustees.
14.3 Takeovers
A Participant may during the Holding Period direct the Trustees:
14.3.1 to accept an offer for any of his Dividend Shares if the
acceptance or agreement will result in a new holding being
equated with those Shares for the purposes of capital gains
tax; or
14.3.2 to accept an offer of a qualifying corporate bond (whether
alone or with other assets or cash or both) for his Dividend
Shares if the offer forms part of such a general offer as is
mentioned in paragraph 37(5) of the Schedule; or
14.3.3 to accept an offer of cash, with or without other assets,
for his Free Shares if the offer forms part of a general
offer which is made to holders of shares of the same class
as his Shares, or to holders of shares in the same company
and which is made in
the first instance on a condition such that if it is
satisfied the person making the offer shall have control of
that company, within the meaning of section 416 of ICTA; or
14.3.4 to agree to a transaction affecting their Dividend Shares or
such of them as are of a particular class, if the
transaction would be entered into pursuant to a compromise,
arrangement or scheme applicable to or affecting:
a) all of the ordinary share capital of the Parent or, as
the case may be, all the shares of the class in
question; or
b) all the shares, or all the shares of the class in
question, which are held by a class of shareholders
identified otherwise than by reference to their
employment or their participation in a plan approved
under the Schedule.
PART FIVE - GENERAL
15 Acquisition of Shares for appropriation
15.1 The Trustees may upon the direction of the Directors, purchase Shares
from time to time up to and including the Dealing Day of the relevant
Appropriation Date/Acquisition Date. Such Shares may be purchased on
NASDAQ or privately.
15.2 The Trustees, at the direction of the Directors, may subscribe for
Shares for appropriation/acquisition on behalf of Eligible Employees
under the Plan on the relevant Appropriation Date or Acquisition Date
as appropriate, and the price per Share at which the Trustees
subscribe for such Shares shall be the greater of:
15.2.1 the nominal value of a Share on the date of subscription;
and
15.2.2 the Market Value of a Share.
15.3 Contributions to be made by the Company and each Participating Company
to the Trustees to support any purchase of or subscription for Shares
to be made by the Trustees for appropriation on any Appropriation Date
shall be paid to the Trustees in accordance with an agreed settlement
period.
15.4 Where the Trustees on an Appropriation Date/Acquisition Date
appropriate/acquire on behalf of Eligible Employees Shares a
proportion of which rank for any dividend or other rights by reference
to a record date preceding the relevant Appropriation Date/Acquisition
Date and a proportion of which do not, then the Shares to be
appropriated to each Eligible Employee/acquired on behalf of each
Eligible Employee shall as far as practicable be in the same
proportions thereto.
15.5 Where Shares are transferred to the Trustees:
a. by the trustees of an employee share ownership trust; and
b. the transfer qualifies under S.69 (3AA) Finance Act 1989;
those Shares
15.5.1 must not be awarded to Participants as Partnership Shares;
and
15.5.2 must be included in any appropriation of Free Shares or
Matching Shares in precedence to any other Shares.
16 Limitations
If and so long as the Parent's shares are listed on NASDAQ the maximum
number of Shares which may be allocated for appropriation by way of
subscription under the Plan, when added to the number of Shares issued or
placed under option for subscription in the preceding ten years under any
other employees' share scheme approved in general meeting by the Company or
any
other company when it is under the Company's Control, shall not exceed 10 %
of the Parent's issued ordinary share capital for the time being.
17 Issue of Shares and Dividends
17.1 All Shares issued under the Plan shall as to voting, dividend,
transfer and other rights (including those arising on a liquidation)
rank pari passu in all respects with the Shares then in issue.
17.2 Unless the Directors have determined that dividends shall be
reinvested in accordance with Rule 12.1 and Participants have so
elected all dividends payable in respect of Plan Shares shall be paid
in cash by the Company to the Trustees who will then distribute such
dividends to each Participant according to the number of Plan Shares
held by the Trustees on his behalf.
17.3 Where the value of dividends paid in respect of the Plan Shares held
on behalf of any Participant in any Year of Assessment exceeds the
Dividend Share Limit such dividends in excess of the Dividend Share
Limit shall be paid in accordance with Rule 17.2 notwithstanding any
election by a Participant.
17.4 If the Trustees receive any foreign cash dividend in respect of Plan
Shares, they shall give the Participant notice of the amount of any
foreign tax already deducted.
18 Disposals and payment
18.1 The Trustees shall not dispose of any Plan Shares which have been
appropriated to a Participant (whether to the Participant concerned or
otherwise) except in accordance with Clause 7 of the Deed.
18.2 Upon receipt of a sum of money being (or being part of) the proceeds
of any disposal or Capital Receipt in respect of any Plan Shares, the
Trustees shall (subject to compliance with the provisions of the Act)
account to the Participant for any balance remaining in their hands
and relating to such Plan Shares, provided that any Capital Receipt of
less
than (pound)3 distributable to a particular Participant may be retained by
the Trustees.
18.3 Upon receipt of any money or money's worth in respect of or by
reference to any Plan Shares, the Trustees shall pay it over to the
Participant as soon as possible.
19 Stamp Duty
19.1 No stamp duty on any transfer of shares by the Trustees shall be
payable in the case of a transfer into the name of the Participant.
19.2 In the case of any other transfer stamp duty shall be payable by the
Participant or the purchaser from the Participant.
20 Disputes
The decision of the Directors in any dispute or question affecting any
Eligible Employee or Participant under the Plan shall be final and
conclusive subject to the concurrence of the Auditors whenever required
under the provisions hereof.
21 Rights on termination of employment
In no circumstances shall any person who has ceased to be an employee of
the Company or any Subsidiary by reason of dismissal or otherwise howsoever
or who is under notice of termination of his employment be entitled to
claim as against any Participating Company or Subsidiary or the Trustees
any compensation for or in respect of any consequential loss he may suffer
by reason of the operation of the terms of the Plan or of the provisions of
the Schedule, including in respect of any liability to Income Tax or
National Insurance Contributions
22 Duty to account for PAYE etc
22.1 Where the Trustees receive a sum of money which constitutes (or forms
part of):
22.1.1 the proceeds of a disposal of Shares; or
22.1.2 a Capital Receipt; or
then, if required by and in accordance with the provisions of Sections
509-513 of the Act they shall pay to the relevant Participating
Company out of that sum of money an amount equal to that on which
income tax is payable and the relevant Participating Company shall
then pay over that amount to the Participant in question but in so
doing shall make a PAYE deduction unless such Participant shall have
ceased to be employed by the Participating Company when the Trustees
receive such sum as referred to in Rule 18.2, in which case the
Trustees shall pay over the amount to the Participant but in so doing
shall deduct United Kingdom income tax at the appropriate rate for the
time being in force on an amount equal to that on which income tax is
payable together with a deduction of any Primary Class I National
Insurance liability which may arise.
22.2 Where the Trustees receive from a Participant who has directed them to
transfer the ownership of his Plan Shares to him at any time before
the Tax Free Date the sum calculated in accordance with either Rule
4.2 or Rule 8.2 or Rule 11.2 that sum shall be treated as a PAYE
deduction by the Trustees as well as a deduction of any Primary Class
I National Insurance liability required.
22.3 The Trustees shall maintain such records as may be necessary to enable
them to carry out their obligations under Sections 510-514 of
the Act, including records of all payments to the Company and all sums
deducted by the Trustees falling within Rule 22.1 and all sums
received from Participants falling within Rule 22.2.
22.4 The Trustees shall inform each Participant in writing of any facts
relevant to determining the liability (if any) of that Participant to
income tax under Schedule E or F or Case V of Schedule D or to Primary
Class I National Insurance by reason of an occurrence of an event
under the Plan in relation to his Plan Shares.
23 Alterations
Subject to the concurrence of the Trustees evidenced in a deed supplemental
hereto, the Rules of the Plan may be altered in accordance with the
following provisions of this Rule PROVIDED that no purported alteration
shall be effective if, as a result, the Plan would cease to be an
employees' share scheme. Any such alterations shall be binding on all
Participating Companies.
23.1 The Directors may, prior to the approval of the Plan under the
provisions of the Schedule by the Inland Revenue, alter the Rules of
the Plan as may be necessary in order to obtain such approval.
23.2 Subject to Rule 23.3, after the date on which the Plan is approved by
the Inland Revenue under the provisions of the Schedule, the Directors
may in their discretion alter the Rules provided that so long as the
Plan remains approved by the Inland Revenue no such alteration of a
Key Feature shall be effective until approved by the Inland Revenue.
23.3 Where any alteration under Rule 23.2 is to the advantage of
Participants (present or future), it will not be effective unless
either:
23.3.1 it is made with the prior sanction of an ordinary resolution
of the Company in general meeting; or
23.3.2 it is a minor amendment which the Directors consider
necessary or desirable in order to benefit the
administration of the Plan; or
23.3.3 it is an amendment which the Directors consider necessary or
desirable to take account or advantage of a change in the
Act, the Schedule or any other legislation or to obtain or
maintain favourable tax, exchange control, or regulatory
treatment for Participants (present or future) or any
Participating Company.
23.4 No alteration which purports to enlarge the obligations or restrict
the rights of any Participant in respect of Plan Shares already
appropriated to him or acquired on his behalf shall be effective.
24 General
24.1 The plan shall continue for a period of eighty years commencing on the
date of the Trust Deed unless terminated earlier by resolution of the
Directors, in which case Rule 24.2 shall apply.
24.2 In the event of the termination of the Plan by resolution of the
Directors in accordance with Rule 24.1 the Directors shall ensure that
a plan termination notice is sent without delay to:
24.2.1 the Inland Revenue;
24.2.2 the Trustees; and
24.2.3 each Participant,
and the date on which such plan termination notice is sent shall be
the first day of the Termination Period.
24.3 Once the Termination Period has begun;
24.3.1 no further shares may be awarded to Eligible Employees;
24.3.2 the Trustees must (as soon as is practicable after the later
of the end of the Termination Period or the first date on
which the shares may be removed from the Plan without giving
rise to a charge to Income Tax on the Participant on whose
behalf they are held) either transfer all Plan Shares held
by them to the Participant on whose behalf they are held
(or, at his direction, to another person or, if appropriate
to his personal representatives) or dispose of such Plan
Shares and account to each such Participant (or, at his
direction, to another person or, if appropriate to his
personal representatives) for the proceeds;
24.3.3 the Trustees must, as soon as practicable, ensure that any
Partnership Share Money (or other money) held on behalf of a
Participant is paid to him;
24.3.4 the Trustees must ensure that any cash dividend that has not
been reinvested pursuant to Clause 2.4 of the Trust Deed is
paid over to each Participant in accordance with Clause 2.11
of the Trust Deed.
25 Governing Law
The Plan is governed by and shall be construed in accordance with the laws
of England.
Schedule Two
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
Letter of Offer
[Date]
Dear [ ]
The Hudson Global Resources
Share Incentive Plan ("the Plan")
The Directors of the Company would like to offer you the opportunity to
participate in the Plan. The basis of your participation on this occasion is as
follows:
1. You are entitled to be appropriated Free Shares in the Parent with a value
of [(pound) ] in accordance with the terms set out in Part A of the
appendix to this letter[; and]
2. You are entitled to be appropriated Free Shares in the Parent in accordance
with the terms set out in Part A of the appendix to this letter. The value
of the Free Shares that will be appropriated to you depends on the
satisfaction of the Performance Related Formula. This formula applies to
you as part of the [ division/team] and is as follows [insert formula
applicable to participant].
3. You are also entitled to acquire Partnership Shares in the Parent up to the
value of [(pound)125 per month] [which will be matched by the Company on a
[ ] basis as described in Part C of the appendix to this letter] in
accordance with Part B of the appendix to this letter.]
In order to consent to being included in this appropriation you must complete
the Agreement which is enclosed and return it to [ ] no later than [date:
dependent on type of shares being offered. See Rules 2.1and 5.1].
Yours faithfully
Appendix to Letter of Offer
PART A
This offer is the offer of Free Shares to Eligible Employees in accordance with
the Rules of the Plan. The terms of the offer are as follows:
1. The offer is made to all employees of the Participating Companies [who had
been so employed on [ ] for a period of [ ]];
2. An Eligible Employee must have returned the completed Free Share Agreement
as directed by [ ];
3. The terms upon which the Free Shares are held will be as follows:
(a) Free Shares will be registered in the name of the Trustees;
(b) the Trustees shall not dispose of any Free Shares (except in
accordance with the terms of the Plan);
(c) the Holding Period applicable to the Free Shares is [ ] years from
[Appropriation Date]. After being held by the Trustees until the
Release Date, [ ], the Trustees shall, if the Participant so
requests, transfer the Free Shares to him or any other person of whom
they have received notice in writing that the beneficial ownership of
the Free Shares is vested. If no such request is made the Free Shares
shall remain held by the Trustees until the Participant ceases to be
employed in the Group;
(d) if the Participant ceases to be employed by the Group the Free Shares
will be dealt with according to Rule 4 of the Plan.
[PART B
This offer is the offer to Eligible Employees to purchase Partnership Shares in
accordance with the Rules of the Plan. The terms of the offer are as follows:
1. The offer is made to all employees of the Participating Companies [who had
been so employed on [ ] for a period of [ ];
2. An Eligible Employee may apply to purchase Partnership Shares by returning
the completed Agreement as directed by [ ]:
3. Eligible Employees may purchase Partnership Shares up to a maximum of
[(pound) ] [but not more than 10% of their salary] and a minimum value of
[(pound) ] by authorising the Company to make deductions from their salary
each [week/month];
4. The terms upon which the Partnership Shares are held will be as follows:
(a) Partnership Shares will be purchased using the deductions from
Eligible Employees' salaries; [timing of purchase; accumulation
period]
(b) Partnership Shares will be registered in the name of the Trustees;
(c) the Trustees shall not dispose of any Partnership Shares (except in
accordance with the terms of the Plan);
(d) the Trustees shall, if the Participant so requests at any time
transfer the Partnership Shares to him or any other person of whom
they have received notice in writing that the beneficial ownership of
the Partnership Shares is vested;
(e) [if the Participant requests the Trustees to transfer his Partnership
Shares to him or any other person before the Release Date , [ ], the
Matching Shares appropriated to the Participant that relate to those
Partnership Shares shall be forfeited in accordance with the Rules of
the Plan.]
[PART C
This offer is the offer of Matching Shares to Eligible Employees in accordance
with the Rules of the Plan. The terms of the offer are as follows:
1. The offer is made to all employees of the Participating Companies [who had
been so employed on [ ] for a period of [ ]];
2. Eligible Employees must have applied to purchase Partnership Shares by
returning the completed Partnership Share Agreement as directed by [ ];
3. The Trustees will appropriate to each such Eligible Employee/Participant
one Matching Share for each two Partnership Shares purchased by the
Eligible Employee;
4. The terms upon which the Matching Shares are held will be as follows:
(a) Matching Shares will be registered in the name of the Trustees;
(b) the Trustees shall not dispose of any Matching Shares (except in
accordance with the terms of the Plan);
(c) the Holding Period applicable to the Matching Shares is [ ] years from
[Appropriation Date]. After being held by the Trustees until the
Release Date, [ ], the Trustees shall, if the Participant so
requests, transfer the Matching Shares to him or any other person of
which they have received notice in writing that the beneficial
ownership of the Matching Shares is vested. If no such request is made
the Matching Shares shall remain held by the Trustees until the
Participant ceases to be employed by [the Company];
(d) if the Participant ceases to be employed by [the Group] the Matching
Shares will be dealt with according to the Rule [10] of the Plan;
[(e) if the Participant requests the Trustees to transfer his Partnership
Shares to him or to any other person before [ ] he will forfeit his
Matching Shares in accordance with the Rules of the Plan:]]
NOTE: Defined Terms have the same meanings as in the Trust Deed and Rules
relating to the Plan.
Schedule Three
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
Free Share Agreement
PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT
BEFORE SIGNING BELOW
This Free Share Agreement is between:
- ----------------------------------------- -------------------------------------- ---------------------------------
Participant ("the Participant") Company ("the Company") Trustees ("the Trustees")
Name: Name: Name:
Home Address: Registered Address: Registered Address:
Payroll Number: Registered Number: Registered Number:
- ----------------------------------------- -------------------------------------- ---------------------------------
This Free Share Agreement sets out the terms on which the Participant agrees to
take part in the Hudson Global Resources Share Incentive Plan (the "Plan") and
is subject to the Rules of the Plan. The definitions in the Plan Rules apply to
this Free Share Agreement:PARTICIPANT
1. I confirm that I am eligible to participate in the Plan.
2. I agree to accept the Free Shares in Hudson Highland Group Inc.
appropriated to me under the Plan.
3. I agree to leave the Free Shares in the hands of the Trustees, and not to
assign, charge or otherwise dispose of my beneficial interest in the shares
for the whole of the Holding Period, which will end on [insert date].
4. I have read this Free Share Agreement and agree to be bound by it and by
the Rules of the Plan
5. I agree that all dividends paid on my Free Shares will be used by the
Trustees to buy more shares in Hudson Highland Group Inc. ("Dividend
Shares") for me in accordance with the Rules of the Plan.
6. I agree to leave the Dividend Shares in the hands of the Trustees, and not
to assign, charge or otherwise dispose of my beneficial interest in the
Dividend Shares for the whole of the Holding Period of 3 years.
COMPANY
8. The Company agrees to arrange for shares in Hudson Highland Group Inc. to
be appropriated to me, according to the Rules of the Plan.
9. The Company has decided that the value of Free Shares appropriated to each
Eligible Employee will be based on [Insert the method chosen from Rule 2.3
for determining the value of Free Shares to be appropriated and, if
applicable, either an explanation of the Performance Related Formula or a
cross reference to it].
Rights and Obligations
1. I agree that taking part in the Plan does not affect my rights,
entitlements and obligations under my contract of employment, and does not
give me any rights or additional rights to compensation or damages if my
employment ceases.
2. I can at any time withdraw from this agreement, by writing to my employer.
3. I agree that withdrawal from this agreement will not affect the terms on
which I agreed to accept any shares that have already been appropriated to
me under the Rules of the Plan.
4. I may ask the Trustees for my Free Shares [and Dividend Shares] at any time
after the end of the Holding Period, but I may have to pay income tax and
National Insurance Contributions when they are taken out of the Plan.
5. I agree to allow the Trustees to sell some or all of my Free Shares [and
Dividend Shares] to pay any income tax and National Insurance Contributions
in respect of my Free Shares [and Dividend Shares] ceasing to be subject to
the Plan, unless I provide them in advance with sufficient cleared funds to
pay these amounts.
6. I understand that I will lose my Free Shares if I cease to be in Relevant
Employment before the end of the Forfeiture Period of [ ] years unless the
employment ceased for one of the following reasons:
a) injury or disability
b) redundancy
c) transfer of employment to which the Transfer of Undertaking Protection
of Employment) Regulations 1981 apply
d) retirement on or after reaching Retirement Age
e) death
f) change of control or other circumstances ending the Associated Company
status of my employing company.
7. If there is a rights issue, I agree to allow the Trustees to sell some of
the rights attached to my shares in the Plan, in order to fund the exercise
of the rights attached to other shares held by me in the Plan.
8. If I leave the Company and do not provide the Trustee with instructions as
to how to deal with my shares within 30 days of being written to by the
Trustee, I agree that the Trustee may sell all of my shares and remit the
proceeds to me, once the necessary deductions have been made to cover any
liability for income tax and National Insurance Contributions which may
have arisen.
Dividend Reinvestment
9. Cash dividends will be used to buy more shares ("Dividend Shares") for me.
10. Any amount over (pound)1,500 in each tax year will be paid to me.
11. Any amount below(pound)1,500 not used to buy shares shall be carried
forward and added to the next cash dividend to be reinvested.]
Data Protection Act
12. The Company, Halifax Corporate Trustees Limited acting as Trustee and
Halifax plc, acting as Administrator give the following information about
data protection, which I acknowledge that I have read, understood and
agreed:
(a) We process personal data about you which we use so that you can
participate in the Plan and so that we can run accounts and services
associated with the Plan for you. While we treat your personal data as
confidential, we may need to disclose it outside the Company, the
Trustee and the Administrator, including in the following
circumstances:
o where the law permits or requires it or it is in the public
interest;
o to our agents, in connection with running accounts or services
associated with the Plan for you;
o at your request or with your consent;
o to investigate or prevent fraud; or
o to any party to this Partnership Agreement or their delegates, so
that they may update their own records about you.
(b) In accordance with the Data Protection Act you are entitled, on
payment of a fee, to a copy of the information we hold about you. You
should let us know if you think any information we hold about you is
inaccurate, so that we can correct it.
Halifax plc
12. I understand that the Company and/or Trustee may delegate the performance
of services and the administration of the plan to Halifax (but Halifax will
not thereby
become a party to this Partnership Agreement). I understand that I will not
become a customer of Halifax nor will I have any rights or obligations
against or give instructions directly to Halifax plc. Halifax may, whether
itself or through other divisions or affiliates, provide banking or other
services in relation to the administration of the Plan and may be
compensated for these services in addition to any compensation it received
for acting as delegate of the Company and/or the Trustee or as
Administrator of the Plan.
Signature: ______________________________ Date____/_____/____
Schedule Four
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
Partnership Share Agreement
PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT
BEFORE SIGNING BELOW
This Partnership Share Agreement is between:
----------------------------------- ---------------------------------- ---------------------------------
Participant ("the Participant) Company ("the Company") Trustees ("the Trustees")
Name: Name: Name:
Home Address: Registered Address: Registered Address
Payroll Number Registered Number:
----------------------------------- ---------------------------------- ---------------------------------
This Partnership Share Agreement sets out the terms on which the Participant
agrees to buy shares under the Hudson Global Resources Share Incentive Plan (the
"Plan") and is subject to the Rules of the Plan. The definitions in the Plan
Rules apply to this Partnership Share Agreement.
NOTICE TO PARTICIPANT ABOUT POSSIBLE EFFECT ON BENEFITS
Deductions from your pay to buy Partnership Shares under this agreement may
affect your entitlement to, or the level of, some contributory social security
benefits, statutory maternity pay and statutory sick pay. They may also have a
similar effect in respect of some contributory social security benefits paid to
your wife or husband. With this agreement you should have been given information
on the effect of deductions from your pay to buy Partnership Shares on
entitlement to social security benefits, statutory sick pay and statutory
maternity pay. The effect is particularly significant if your earnings are
brought below the lower earnings limit for National Insurance purposes, and is
explained in the information: it is therefore important that you read it. If you
have not been given a copy, ask your employer for it. Otherwise a copy may be
obtained from any office of the Inland Revenue, the Department of Social
Security, or, in Northern Ireland, the Department for Social Development. You
should take the information you have been given into account in deciding whether
to buy Partnership Shares.
PARTICIPANT
1. I confirm that I am eligible to participate in the Plan.
2. I agree to allow my employer to deduct the following amount per
[week/month] from my Salary:
----------------- ------------------------
insert amount
(Pound) between [(Pound) 10] and
(Pound) 125 [per month]
and not more than
10% of Salary
----------------- ------------------------
3. I agree that these deductions will be used to buy Partnership Shares in
Hudson Highland Group Inc. for me.
4. I understand that shares may fall in value as well as rise.
5. I have read this Partnership Share Agreement and agree to be bound by it
and by the Rules of the Plan.
6. I agree to accept Matching Shares in Hudson Highland Group Inc.
appropriated to me under the Plan and leave them in the hands of the
Trustees, and not to assign, charge or otherwise dispose of my beneficial
interest in the shares for the whole of the Holding Period applicable to
them.
COMPANY
8. The Company agrees to arrange for shares in Hudson Highland Group Inc. to
be bought for me, according to the Rules of the Plan.
9. The Company agrees to provide one Matching Share for every two Partnership
Shares bought for me.
10. The Company undertakes to notify me of any restriction on the number of
Partnership Shares available.
TRUSTEES
11. The Trustees agree to keep my Salary deductions in Halifax plc until they
are used to buy shares in Hudson Highland Group Inc.
Signature______________________________ Date:____/____/_______
Rights and Obligations
1. I agree that taking part in the Plan does not affect my rights,
entitlements and obligations under my contract of employment, and does not
give me any rights or additional rights to compensation or damages if my
employment ceases.
2. I may stop the deductions at any time, or begin them again, by writing to
my employer, but I may not make up any amounts missed when deductions were
stopped.
3. I agree that the deductions from my salary, or the number of shares that I
receive may be scaled down if the limit on the number of shares set by the
Company available is exceeded.
4. I can at any time withdraw from this agreement by writing to my employer.
Any unused deductions will be returned to me after the deduction of any
necessary income tax or National Insurance Contributions.
5. I agree that withdrawal from this agreement will not affect the terms on
which I agreed to buy shares already held for me under the Plan.
6. I may ask the Trustees for my Partnership Shares at any time, but I may
have to pay income tax and National Insurance Contributions when they are
taken out of the Plan.
7. I agree to allow the Trustees to sell some or all of my shares to pay any
income tax and National Insurance Contributions in respect of my shares
ceasing to be subject to the Plan, unless I provide them in advance with
sufficient cleared funds to pay these amounts.
8. I agree that any deductions not used to buy shares will at the discretion
of the Trustees be repaid to me after the deduction of any necessary income
tax or National Insurance Contributions, or will be carried forward and
added to the next deduction or Accumulation Period.
9. If there is a rights issue, I agree to allow the Trustees to sell some of
the rights attaching to my shares in the Plan, in order to fund the
exercise of the rights attached to other shares held by me in the Plan.
10. If I leave the Company and do not provide the Trustee with instructions as
to how to deal with my shares within 30 days of being written to by the
Trustee, I agree that the Trustee may sell all of my shares and remit the
proceeds to me, once the necessary
deductions have been made to cover any liability for income tax and
National Insurance Contributions which may have arisen. Matching Shares
11. The ratio of Matching Shares to Partnership Shares is 1:2 and may be varied
by the Company. The circumstances and manner in which the ratio may be
varied are [company to specify details here].
12. If the ratio varies, the Company will notify me before the Partnership
Shares are bought for me.
13. I agree to leave the Matching Shares in the hands of the Trustees, and not
to assign, charge or otherwise dispose of my beneficial interest in the
Matching Shares for the whole of the Holding Period applicable to them.
14. I may ask the Trustees for my Matching Shares at any time after the end of
the Holding Period, but I may have to pay income tax and National Insurance
Contributions when they are taken out of the Plan.
15. I agree to allow the Trustees to sell some or all of my Matching Shares to
pay any income tax and National Insurance Contributions in respect of my
Matching Shares ceasing to be subject to the Plan, unless I provide them in
advance with sufficient funds to pay these amounts.
16. If there is a rights issue, I agree to allow the Trustees to sell some of
the rights attached to my shares in the Plan to exercise the rights
attached to other shares held by me in the Plan.
I will lose my Matching Shares if I withdraw the Partnership Shares in respect
of which the Matching Shares were appropriated before the end of the Forfeiture
Period of 2 years applicable to the Matching Shares.
I will lose my Matching Shares if I cease to be in Relevant Employment before
the end of the Forfeiture Period of 2 years, unless the employment ceased for
one of the following reasons:
a) injury or disability
b) redundancy
c) transfer of employment to which the Transfer of Undertaking (Protection of
Employment) Regulations 1981 apply
d) retirement on or after reaching Retirement Age
e) death
f) change of control or other circumstances ending the Associated Company
status of my employing company.
Partnership Share Money held by Trustees
17. I agree that my deductions will be held in a non interest-bearing account.
18. The Company, Halifax Corporate Trustees Limited acting as Trustee and
Halifax plc, acting as Administrator give the following information about
data protection, which I acknowledge that I have read, understood and
agreed:
(a) We process personal data about you which we use so that you can
participate in the Plan and so that we can run accounts and services
associated with the Plan for you. While we treat your personal data as
confidential, we may need to disclose it outside the Company, the
Trustee and the Administrator, including in the following
circumstances:
o where the law permits or requires it or it is in the public
interest;
o to our agents, in connection with running accounts or services
associated with the Plan for you;
o at your request or with your consent;
o to investigate or prevent fraud; or
o to any party to this Partnership Agreement or their delegates, so
that they may update their own records about you.
(b) In accordance with the Data Protection Act you are entitled, on
payment of a fee, to a copy of the information we hold about you. You
should let us know if you think any information we hold about you is
inaccurate, so that we can correct it.
Halifax plc
19. I understand that the Company and/or Trustee may delegate the performance
of services and the administration of the plan to Halifax (but Halifax will
not thereby become a party to this Partnership Agreement). I understand
that I will not become a customer of Halifax nor will I have any rights or
obligations against or give instructions directly to Halifax plc. Halifax
may, whether itself or through other divisions or affiliates, provide
banking or other services in relation to the administration of the Plan and
may be compensated for these services in addition to any compensation it
received for acting as delegate of the Company and/or the Trustee or as
Administrator of the Plan.
Schedule Five
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
Notice of Appropriation
To: [Name] Appropriation Date:
[Address]
From: The Trustees of the Hudson Global Resources Share Incentive Plan
The Trustees of the Plan have today made an appropriation to you of [ ]
[ordinary] shares of [ ]p each in Hudson Highland Group Inc. under the Plan
(Free Shares).
Their Market Value on the Appropriation Date is [ ] per share.
The Holding Period in respect of these shares is [ ] years.
Yours faithfully
for and on behalf of
[ ]
Schedule Six
HUDSON GLOBAL RESOURCES INCENTIVE PLAN
Direction to transfer Shares
To: The Trustees of the Hudson Global Resources Share Incentive Plan
A. Free Shares
This notice applies to the Free Shares that were appropriated to me on
[Appropriation Date]. The Release Date applicable to those shares was [Release
Date] and the Tax Free Date applicable to them is [Tax Free Date].
I hereby direct you to transfer the legal ownership of [ ] Free Shares to
[me][other] as soon as practicable, in accordance with the Rules of the Plan.
I understand that if the Tax Free Date has not yet been reached you will
withhold the amount necessary to pay income tax on my behalf on the appropriate
value of the Free Shares as well as any amount necessary to satisfy any Primary
Class I National Insurance liability that may arise, in accordance with the
terms of the Agreement that relates to them.
B. Partnership Shares
This notice applies to the Partnership Shares that were acquired by you on my
behalf on [Acquisition Date]. The Release Date applicable to them is [Release
Date] and the Tax Free Date applicable to them is [Tax Free Date].
I hereby direct you to transfer the legal ownership of [ ] Partnership Shares to
[me][other] as soon as practicable, in accordance with the Rules of the Plan.
I understand that if the Tax Free Date has not yet been reached you will
withhold the amount necessary to pay income tax on the appropriate value of the
Partnership Shares as
well as any amount necessary to satisfy any Primary Class I National Insurance
liability that may arise, in accordance with the terms of the Agreement that
relates to them.
I understand that if the Release Date has not yet been reached the Matching
Shares that were appropriated to me on [Appropriation Date] will be forfeited by
this direction and that I shall have no further entitlement to them.
C. Matching Shares
This notice applies to the Matching Shares that were appropriated to me on
[Appropriation Date]. The Release Date applicable to those shares was [Release
Date] and the Tax Free Date applicable to them is [Tax Free Date].
I hereby direct you to transfer the legal ownership of [ ] Matching Shares to
[me][other] as soon as practicable, in accordance with the Rules of the Plan.
I understand that if the Tax Free Date has not yet been reached you will
withhold the amount necessary to pay income tax on the appropriate value of the
Matching Shares as well as any amount necessary to satisfy any Primary Class I
National Insurance liability that may arise, in accordance with the terms of the
Agreement that relates to them.
Signed: Date:
.................................. ....................................
Schedule Seven
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
Notice of Acquisition[/Appropriation]
To: [Name] Acquisition[/Appropriation] Date:
[Address]
From: The Trustees of the Hudson Global Resources Share Incentive Plan
The Trustees of the Plan have today acquired on your behalf [ ] [ordinary]
shares of [ ]p each in Hudson Highland Group Inc. under the Plan (Partnership
Shares). In their acquisition of the above shares the Trustees used [ ] of your
Partnership Share Money, leaving [ ] .
The Market Value of the Partnership Shares on the Acquisition Date is [ ] per
share. There is no Holding Period in respect of these shares.
In addition, the Trustees have today made an appropriation to you of [ ]
[ordinary] shares of [ ]p each in Hudson Highland Group Inc. under the Plan
(Matching Shares). Their Market Value on the Appropriation Date is [ ] per
share.] The Holding Period in respect of these shares is [ ] years.
Yours faithfully
for and on behalf of
Schedule Eight
Deed of Adherence
THIS DEED is made the day of 2003
BETWEEN
(1) Hudson Global Resources Ltd whose registered office is at [ ] ("the
Company")
(2) [Trustee Limited] whose registered office is at [ ] ("the Trustees"); and
(3) [ ] whose registered office is at [ ] ("the New Participating Company")
RECITALS
(A) This Deed is supplemental to a Deed dated [ ] and made between the Company
and the Trustees (hereinafter called the "Principal Deed") whereby the
Company established the Hudson Global Resources Share Incentive Plan
(hereinafter called "the Plan").
(B) The New Participating Company is controlled by the Company within the
meaning of Section 840 of the Income and Corporation Taxes Act 1988 and is
a subsidiary of the Company within the meaning of Section 736 of the
Companies Act 1985.
(C) In pursuance of the power contained in Clause 4 of the Principal Deed, the
Company has agreed that subject to its entering into this Deed of
Adherence, the New Participating Company may become a Participating Company
for the purposes of the Plan.
THIS DEED PROVIDES as follows:-
1. The Company hereby agrees that the New Participating Company shall be a
Participating Company for the purposes of the Plan.
2. The New Participating Company hereby covenants with the Company and with
the Trustees that it will observe and perform all covenants, conditions and
provisions contained in the Principal Deed and all the provisions of the
Plan applicable to Participating Companies.
IN WITNESS whereof the parties hereto have caused this Deed to be executed the
day and year first before written
THE COMMON SEAL OF )
Hudson Global Resources Limited )
was hereunto affixed in )
the presence of: )
Director
Secretary
SIGNED as a DEED )
by [ ] )
Limited )
ACTING by )
Director
Secretary
THE COMMON SEAL OF )
[the New Participating )
Company] was )
hereunto affixed in the )
presence of: )
Director
Secretary
Schedule Nine
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
Notice of Performance Related Formula
For the attention of ALL employees of Hudson Global Resources Ltd
Schedule Ten
HUDSON GLOBAL RESOURCES SHARE INCENTIVE PLAN
Notice of Appropriation - Dividend Shares
To: [Name] Appropriation Date:
[Address]
From: The Trustees of the Hudson Global Resources Share Incentive Plan
The Trustees of the Plan have today acquired on your behalf [ ] [ordinary]
shares of [ ]p in Hudson Highland Group Inc. under the Plan (Dividend Shares).
Their Market Value on the Appropriation Date is [ ] per share. The Holding
Period in respect of these shares is [ ] years.
The amount of the cash dividend which is insufficient to acquire a share is
(pound)....... This sum is held by the Trustees and carried forward to your
account. Yours faithfully
For and on behalf of
[ ]
25.1.1
[GRAPHIC OMITTED][FOLEY & LARDNER LOGO]
FOLEY & LARDNER
777 East Wisconsin Avenue, Suite 3800
Milwaukee, Wisconsin 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foleylardner.com
May 16, 2003
CLIENT/MATTER NUMBER
025294-0101
Hudson Highland Group, Inc.
622 Third Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel for Hudson Highland Group, Inc., a Delaware
corporation (the "Company"), in conjunction with the preparation of
Post-Effective Amendment No. 1 to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to 160,000 shares of the Company's common stock,
$.001 par value (the "Common Stock"), which may be issued pursuant to the Hudson
Highland Group, Inc. Employee Stock Purchase Plan and the Hudson Global
Resources Share Incentive Plan (the "Plans").
As such counsel, we have examined: (i) the Plans; (ii) the Registration
Statement, as amended; (iii) the Company's Restated Articles of Incorporation
and By-Laws, as amended to date; (iv) resolutions of the Company's Board of
Directors relating to the Plans and the issuance of securities thereunder; and
(v) such other documents and records as we have deemed necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Delaware.
2. The shares of Common Stock, when issued by the Company pursuant to the
terms and conditions of the Plans and as contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable and no personal
liability will attach to the ownership thereof.
We are qualified to practice in the State of Wisconsin, and we do not
purport to be experts on the law other than that of the State of Wisconsin and
the federal laws of the United States. We express no opinion with respect to the
laws of any jurisdiction other than the State of Wisconsin, the provisions of
the Delaware General Corporation Law and the federal laws of the United States.
To the extent matters covered by our opinion are governed by the laws of a state
other than the State of Wisconsin or the provisions of the Delaware General
Corporation Law, we have assumed with your permission, and without independent
investigation, that the applicable laws of such state are identical in all
relevant respects to the substantive laws of the State of Wisconsin.
BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C.
DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH
MADISON TALLAHASSEE
Hudson Highland Group, Inc.
May 16, 2003
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Hudson Highland Group, Inc.
New York, New York
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Form S-8 of our report dated February 12, 2003, relating to
the Financial Statements of Hudson Highland Group, Inc. for the fiscal years
ended December 31, 2002, 2001 and 2000, appearing in Hudson Highland Group,
Inc.'s Form 10 filed March 14, 2003 and to the incorporation by reference of our
report dated May 15, 2003 appearing in Hudson Highland Group, Inc.'s quarterly
report on Form 10-Q for the quarter ended March 31, 2003, issued pursuant to the
provision of Statement of Auditing Standards 100.
/s/ BDO Seidman, LLP
New York, New York
May 15, 2003
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
John J. Haley
hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham
Williams, and each of them individually, my true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to sign my name as a director
of Hudson Highland Group, Inc. (the "Company") to any post-effective amendments
or supplements to the Registration Statement on Form S-8 (Registration No.
333-104212), relating to the shares of common stock to be issued by the Company
pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan,
including a post-effective amendment relating to the shares of common stock of
the Company to be issued pursuant to the Hudson Global Resources Share Incentive
Plan, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission in connection
with the registration of the above-referenced shares of common stock under the
Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 6th day of May, 2003.
/s/ John J. Haley
-----------------------------------
John J. Haley
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Nicholas G. Moore
hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham
Williams, and each of them individually, my true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to sign my name as a director
of Hudson Highland Group, Inc. (the "Company") to any post-effective amendments
or supplements to the Registration Statement on Form S-8 (Registration No.
333-104212), relating to the shares of common stock to be issued by the Company
pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan,
including a post-effective amendment relating to the shares of common stock of
the Company to be issued pursuant to the Hudson Global Resources Share Incentive
Plan, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission in connection
with the registration of the above-referenced shares of common stock under the
Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 6th day of May, 2003.
/s/ Nicholas G. Moore
------------------------------------
Nicholas G. Moore
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
David G. Offensend
hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham
Williams, and each of them individually, my true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to sign my name as a director
of Hudson Highland Group, Inc. (the "Company") to any post-effective amendments
or supplements to the Registration Statement on Form S-8 (Registration No.
333-104212), relating to the shares of common stock to be issued by the Company
pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan,
including a post-effective amendment relating to the shares of common stock of
the Company to be issued pursuant to the Hudson Global Resources Share Incentive
Plan, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission in connection
with the registration of the above-referenced shares of common stock under the
Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 6th day of May, 2003.
/s/ David G. Offensend
----------------------------------
David G. Offensend
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Rene Schuster
hereby constitute and appoint Jon F. Chait, Richard W. Pehlke and Latham
Williams, and each of them individually, my true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for me and in my
name, place and stead, in any and all capacities, to sign my name as a director
of Hudson Highland Group, Inc. (the "Company") to any post-effective amendments
or supplements to the Registration Statement on Form S-8 (Registration No.
333-104212), relating to the shares of common stock to be issued by the Company
pursuant to the Hudson Highland Group, Inc. Employee Stock Purchase Plan,
including a post-effective amendment relating to the shares of common stock of
the Company to be issued pursuant to the Hudson Global Resources Share Incentive
Plan, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission in connection
with the registration of the above-referenced shares of common stock under the
Securities Act of 1933, as amended.
I hereby ratify and confirm all that said attorneys-in-fact and agents, or
each of them, have done or shall lawfully do by virtue of this Power of
Attorney.
WITNESS my hand this 6th day of May, 2003.
/s/ Rene Schuster
------------------------------------
Rene Schuster