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EXHIBIT 10.1
HARBOR GLOBAL COMPANY LTD.
NON-EMPLOYEE DIRECTOR SHARE PLAN
1. PURPOSES OF THE PLAN
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The purposes of the Non-employee Director Share Plan of Harbor Global
Company Ltd. are (i) to provide Non-employee Directors with additional
incentives to improve the Company's performance by increasing the level of
share ownership by such directors, (ii) to reinforce the Non-employee
Directors' role in enhancing shareholder value and (iii) to provide an
additional means of attracting and retaining Non-employee Directors through
the issuance of Common Shares as compensation for the future services of
such Non-employee Directors.
2. DEFINITIONS
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When used herein, the following terms shall have the respective
meanings set forth below:
(a) "ANNUAL SHARE RETAINER" means the annual retainer payable to all
Non- employee Directors as provided in Section 6 below.
(b) "ANNIVERSARY OF THE DISTRIBUTION" means anniversary of the
distribution of the common shares of the Company by The Pioneer Group, Inc.
to its stockholders.
(c) "BOARD" means the Board of Directors of the Company.
(d) "COMMITTEE" means any committee appointed by the Board to
administer the Plan.
(e) "COMMON SHARES" means the common shares of the Company, par value
$.0025 per share.
(f) "COMPANY" means Harbor Global Company Ltd., a Bermuda limited
duration company.
(g) "EMPLOYEE" means any officer or employee of the Company (other
than an individual employed solely as a director), any of its direct or
indirect subsidiaries or affiliates or of Calypso Management, LLC.
(h) "NON-EMPLOYEE DIRECTOR" or "PARTICIPANT" means any person who is
elected or appointed to the Board and who is not an Employee.
(i) "PLAN" means the Company's Non-employee Director Share Plan, as
set forth herein, as it may be amended from time to time.
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3. COMMON SHARES SUBJECT TO THE PLAN
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Subject to adjustment as provided in Section 8 below, the maximum
aggregate number of Common Shares that may be issued under the Plan is
25,000 shares. The Common Shares to be issued under the Plan will be made
available from authorized but unissued Common Shares, and the Company shall
set aside and reserve for issuance under the Plan said number of shares.
4. ADMINISTRATION OF THE PLAN
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(a) The Plan will be administered by the Board or a Committee, if a
Committee has been appointed by the Board. Members of the Committee need
not be members of the Board. Subject to the express provisions of the Plan,
the Committee has and may exercise such powers and authority of the Board
as may be necessary or appropriate for the Committee to carry out its
functions under the Plan. The Company shall pay all costs of administration
of the Plan.
(b) The Board or Committee shall have full power and authority (i) to
determine all questions of fact that may arise under the Plan, (ii) to
interpret the Plan and to make all other determinations necessary or
advisable for the administration of the Plan and (iii) to prescribe, amend,
and rescind rules and regulations relating to the Plan, including any rules
which the Board or Committee determines are necessary or appropriate to
ensure that the Company and the Plan will be able to comply with all
applicable provisions of any federal, state, local or foreign law,
including securities laws and laws relating to the withholding of tax. All
interpretations, determinations, and actions by the Board or Committee will
be final, conclusive and binding upon all parties.
(c) Neither the Company nor any member of the Board or Committee or
designee thereof will be liable for any damages resulting from any action
or determination made by the Board or the Committee with respect to the
Plan or any transaction arising under the Plan or any omission in
connection with the Plan, unless such damages result from willful
misconduct or gross negligence.
5. PARTICIPATION IN THE PLAN
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Subject to the conditions and limitations of the Plan, during the term
of the Plan all Non-employee Directors shall participate in the Plan for so
long as they serve in the capacity of Non-employee Director.
6. ANNUAL SHARE RETAINERS
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Subject to Section 10 hereof, on each Anniversary of the Distribution
during the term of the Plan, each Non-employee Director then serving on the
Board shall automatically be granted an Annual Share Retainer of 1500
Common
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Shares, in consideration of such Non-employee Directors future services as
a Non-employee Director. In the event that the number of Common Shares
reserved for issuance pursuant to Section 3 hereof does not permit the full
automatic grant specified in the preceding sentence to be made, the
automatic grant to each Non-employee Director shall be proportionately
reduced. No Non-employee Director shall be required to forfeit or otherwise
return to the Company any Common Shares issued to him or her pursuant to
the Plan notwithstanding any change in status of such Non-employee Director
which renders him or her ineligible to continue as a Participant in the
Plan.
7. SHAREHOLDER RIGHTS
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Non-employee Directors shall not be deemed for any purpose to be or
have rights as shareholders of the Company with respect to any Common
Shares except as and when such shares are issued and then only from the
date that the Non-employee Director is entered into the register of members
of the Company as the holder of such shares. Except as provided in Section
8 hereof, no adjustment shall be made for dividends or distributions or
other rights for which the record date precedes the date of such entry.
8. ADJUSTMENT FOR CHANGES IN CAPITALIZATION
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If the Common Shares are sub-divided, consolidated or exchanged for a
different number or kind of shares or other securities or if additional
shares or new or different shares or other securities are distributed with
respect to such Common Shares or other securities, through merger,
consolidation, sale of all or substantially all of the property of the
Company, reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, combination of shares, rights
offering or other change in corporate structure, the maximum number of
shares and/or the kind of shares that may be issued under the Plan may be
appropriately adjusted by the Committee. Any determination by the Committee
as to any such adjustment will be final, binding and conclusive. The
maximum number of shares issuable under the Plan as a result of any such
adjustment shall be rounded to the nearest whole share.
9. CONTINUATION OF DIRECTOR OR OTHER STATUS
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Nothing in the Plan or in any instrument executed pursuant to the Plan
or any action taken pursuant to the Plan shall be construed as creating or
constituting evidence of any agreement or understanding, express or
implied, that the Company will retain a Non-employee Director as a director
or in any other capacity for any period of time or at a particular retainer
or other rate of compensation, as conferring upon any Non-employee Director
any legal or other right to continue as a director or in any other
capacity, or as limiting, interfering with or otherwise affecting the right
of the Company to terminate a Non-employee
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Director at any time for any reason, with or without cause, and without
regard to the effect that such termination might have upon him or her as a
Participant in the Plan.
10. COMPLIANCE WITH GOVERNMENT REGULATIONS
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The Company shall not be obligated to issue any Common Shares pursuant
to the Plan at any time unless and until all applicable requirements
imposed by any federal and state securities and other foreign or local
laws, rules and regulations or by any regulatory agencies have been fully
met. As a condition precedent to any issuance of shares of Common Shares
and delivery of certificates evidencing such shares pursuant to the Plan,
the Board or the Committee may require a Participant to take any such
action and to make any such covenants, agreements and representations as
the Board or the Committee, as the case may be, in its discretion deems
necessary or advisable to ensure compliance with such requirements. The
Company shall in no event be obligated to register the Common Shares issued
or issuable under the Plan pursuant to the Securities Act of 1933, as now
or hereafter amended, or to qualify or register such shares under any
securities laws of any state or other jurisdiction upon their issuance
under the Plan or at any time thereafter, or to take any other action in
order to cause the issuance and delivery of such shares under the Plan or
any subsequent offer, sale or other transfer of such shares to comply with
any such law, regulation or requirement. Participants are responsible for
complying with all applicable federal and state securities and other laws,
rules and regulations in connection with any offer, sale or other transfer
of the Common Shares issued under the Plan or any interest therein
including compliance with the registration requirements of the Securities
Act of 1933, as amended (unless an exemption therefrom is available) or
with the provisions of Rule 144 promulgated thereunder, if available, or
any successor provisions.
11. NONTRANSFERABILITY OF RIGHTS
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No Participant shall have the right to assign or otherwise transfer
the right to receive any Annual Share Retainer or any other right or
interest under the Plan, contingent or otherwise, or to cause or permit any
assignment, transfer, encumbrance, pledge or charge of any nature to be
imposed on any such Annual Share Retainer or any such right or interest and
any such purported assignment or transfer shall be void and of no force or
effect.
12. AMENDMENT AND TERMINATION OF PLAN
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(a) The Board will have the power in its discretion, to amend, suspend
or terminate the Plan at any time. No such amendment will, without approval
of the shareholders of the Company:
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(i) Change the class of persons eligible to receive Annual Share
Retainers under the Plan or otherwise modify the requirements as to
eligibility for participation in the Plan;
(ii) Materially increase the benefits accruing to Non-employee
Directors under the Plan; or
(iii) Increase the number of Common Shares which may be issued
under the Plan (except for adjustments as provided in Section 8
hereof).
(b) No amendment, suspension or termination of the Plan will, without
the consent of the Participant, alter, terminate, impair or adversely
affect any right or obligations under any Annual Share Retainer previously
granted under the Plan to such Participant.
(c) Notwithstanding the foregoing, the Board may, without further
action by the shareholders of the Company, amend the Plan or modify Annual
Share Retainers under the Plan in response to changes in securities or
other laws, or rules, regulations or regulatory interpretations thereof,
applicable to the Plan or such Annual Share Retainers.
13. GOVERNING LAW
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The laws of the State of Delaware shall govern and control the
interpretation and application of the terms of the Plan.
14. EFFECTIVE DATE AND DURATION OF THE PLAN
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This Plan will become effective upon its adoption by the Board. The
Plan shall terminate upon the earliest of (i) the fifth anniversary of the
distribution of the Common Shares by The Pioneer Group, Inc. to its
stockholders (ii) the grant of all of the Common Shares reserved for
issuance under the Plan (as set forth in Section 3 hereof) and (iii) the
termination of the Plan by the Board pursuant to Section 12 hereof.
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