RAND LOGISTICS,
INC.
RESTRICTED SHARE AWARD
AGREEMENT
Participant: Scott
Bravener
Grant
Date: ______________________
Number
of
Restricted
Shares granted: 39,660
THIS AWARD
AGREEMENT (this "Agreement"), dated as of the Grant Date specified
above, is entered into by and between Rand Logistics, Inc., a
Delaware corporation (the "Company"), and the Participant specified
above;
WHEREAS the
Participant is the President and Chief Executive Officer of and has
a contract of employment with the Company’s Subsidiary Lower
Lakes Towing Ltd. (“Lower Lakes”), a Canadian
Corporation and the Executive is a resident of Canada;
WHEREAS, it has
been determined that it would be in the best interests of the
Company to grant the Restricted Shares provided herein to the
Participant; and
NOW, THEREFORE,
in consideration of the mutual covenants and premises hereinafter
set forth and for other good and valuable consideration, the
parties hereto hereby mutually covenant and agree as
follows:
1.
Grant of Restricted Share Award . The Company
hereby grants to the Participant, as of the Grant Date specified
above, an award of the number of shares of the Company’s
Common Stock specified above, subject to the terms and conditions
contained in this Agreement (the “Restricted
Shares”). The Participant agrees and understands
that nothing contained in this Agreement provides, or is intended
to provide, the Participant with any protection against potential
future dilution of the Participant’s stockholder interest in
the Company for any reason.
2.
Vesting . The Restricted Shares subject to this
grant shall become unrestricted and vested as follows:
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20% on March
31, 2010 (including any amount previously vested), provided the
Participant is then employed by the Company and/or one of its
Subsidiaries;
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40% on March
31, 2011 (including any amount previously vested), provided the
Participant is then employed by the Company and/or one of its
Subsidiaries;
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60% on March
31, 2012 (including any amount previously vested), provided the
Participant is then employed by the Company and/or one of its
Subsidiaries;
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80% on March
31, 2013 (including any amount previously vested), provided the
Participant is then employed by the Company and/or one of its
Subsidiaries; and
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100% on March
31, 2014, provided the Participant is then employed by the Company
and/or one of its Subsidiaries.
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2.2 If
the Participant’s employment with the Company and/or its
subsidiaries terminates as a result of (i) the Company or the
Subsidiary, as the case may be, terminating the Participant’s
employment for Cause (as defined below) or (ii) the Participant
terminating his employment without Good Reason (as defined below)
or (iii) the Participant terminating his employment for Good Reason
but without 60 days notice, in each case, prior to the vesting of
all or any portion of the Restricted Shares awarded under this
Agreement, then such Restricted Shares shall immediately be
cancelled and the Participant shall forfeit any rights or interests
in and with respect to any such Restricted Shares. The
Company may, in its sole discretion, determine, prior to or within
ninety (90) days after the date of any such termination, that all
or a portion of any the Participant’s unvested Restricted
Shares shall not be so cancelled and forfeited.
2.3 If
the Participant’s employment with the Company and/or its
Subsidiaries terminates for any reason other than by the Company or
the Subsidiary, as the case may be, for Cause or by the Participant
without Good Reason or the Participant without giving 60 days
notice even if terminating for Good Reason, then the Participant
shall become 100% vested in the Restricted Shares awarded under
this Agreement as of the date of any such
termination. For greater certainty, should the
employment of the Executive be terminated by the Executive’s
death or Disability, the Restricted Shares shall be become 100%
vested.
2.4 In
the event of a Change of Control (as defined below), all
restrictions, terms and conditions applicable to the Restricted
Shares shall be deemed lapsed and satisfied as of the date of the
Change of Control.
2.5 For
purposes of this Agreement:
(a) “Cause”
shall mean: (i) conviction of the Participant of a criminal offence
involving fraud, larceny, misappropriation of funds, embezzlement
or dishonesty; (ii) receipt by or on behalf of Participant or any
member of Participant's immediate family of any personal profit
arising out of in connection with a transaction to which the
Company or a Subsidiary is party without making full prior
disclosure to the Company or such Subsidiary; (iii) any
misfeasance, nonfeasance or malfeasance by Participant which causes
material harm to the Company or a Subsidiary; (iv) breach by the
Participant of any material term of his Employment Agreement with
Lower Lakes (or the Company or another Subsidiary if one should be
entered during the term of this Agreement), or failure of the
Participant to follow and carry out the lawful instructions of the
Board of Directors of Lower Lakes (or of a Subsidiary or the
Company, as applicable), in each case after notice and reasonable
opportunity for the Participant to cure such breach or failure; (v)
the Participant having been under the influence of drugs (other
than prescription medicine or other medically-related drugs to the
extent that they are taken in accordance with their directions) or
alcohol during the performance of his duties under his Employment
Agreement with Lower Lakes or any other Subsidiary or the Company
(it being understood that the Participant will attend industry
functions at which alcohol will be consumed by the Participant), or
while otherwise under the influence of drugs or alcohol, engages in
inappropriate conduct; or (vi) the Participant having engaged in
behavior that would constitute grounds for liability for sexual
harassment or discrimination.
(b) “Change
of Control” shall mean: (i) the consummation of a merger, or
a sale of voting
