Exhibit 10.1
AMENDED AND RESTATED
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE EAGLE BULK SHIPPING INC.
2005 STOCK INCENTIVE PLAN
This Amended Agreement amends and restates, as of November 9, 2007,
the Restricted Stock Unit Award Agreement (the “RSU Award
Agreement”) dated as of October 4, 2007 (the “Date of
Grant”), by and between Eagle Bulk Shipping Inc. , a
Republic of the Marshall Islands company (the
“Company”), and ________________ (the
“Participant”). Capitalized terms not defined
herein shall have the meaning ascribed to them in the Eagle Bulk
Shipping Inc., 2005 Stock Incentive Plan (the “Plan”).
Where the context permits, references to the Company shall
include any successor to the Company.
1.
Grant of Restricted Share Units . The Company hereby
grants to the Participant ___________ restricted stock units (the
“RSUs”), subject to all of the terms and conditions of
this RSU Award Agreement and the Plan.
2.
Form of Payment and Vesting . Each RSU granted
hereunder shall represent the right to receive one (1) share of
Common Stock as of the date of vesting, with such vesting to occur
ratably over three (3) years at 33⅓% on each yearly
anniversary of the date of grant, provided that no vesting shall
occur after the termination of the Participant’s employment
or service with the Company.
3.
Restrictions .
(a)
The RSUs granted hereunder may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of or encumbered, and
shall be subject to a risk of forfeiture as described in Section 2
and until any additional requirements or restrictions contained in
this RSU Award Agreement or in the Plan have been otherwise
satisfied, terminated or expressly waived by the Company in
writing.
(b)
Upon the vesting of the RSUs, the shares subject to the RSUs shall
be issued hereunder (provided, that such issuance is otherwise in
accordance with federal and state securities laws) as soon as
practicable thereafter, but in any case within two and one-half
months after the taxable year (of the Participant or of the Company
whichever is later) in which such vesting occurred.
4.
Termination of Employment or Service .
(a)
For Cause . If the Participant has a Termination of
Affiliation for Cause, all of the Participant’s unvested RSUs
shall be forfeited as of such date.
(b)
On Account of Death or Disability . If the Participant
has a Termination of Affiliation on account of death or Disability,
then the Participant’s unvested RSUs shall vest and the
shares subject to such RSUs shall be issued hereunder (provided,
that such issuance is otherwise in accordance with federal and
state securities laws) as soon as
practicable thereafter, but in any case within two and one-half
months after the taxable year (of the Participant or of the Company
whichever is later) in which such termination occurred.
(c)
Any Other Reason . Except as provided in Section 5
below, if the Participant has a Termination of Affiliation for any
reason other than for Cause, death, or Disability, then the
Participant’s unvested RSUs, shall be forfeited as of such
date.
5.
Termination Following Change in Control .
(a)
If the Participant has a Termination of Affiliation as a result of
termination of employment by the Company without Cause, or by the
Participant for Good Reason (as defined below) within 24 months
following a Change in Control, then the Participant’s
unvested RSUs shall vest and the shares subject to such RSUs shall
be issued hereunder (provided, that such issuance is otherwise in
accordance with federal and state securities laws) as soon as
practicable thereafter, but in any case within two and one-half
months after the taxable year (of the Participant or of the
Company, whichever is later) in which such termination occurs.
(b)
For purposes of the foregoing, “Good Reason” means one
or more of the following: (i) a material diminution in the
Participant’s compensation; (ii) a material diminution in the
Participant’s authority, duties, or responsibilities; (iii) a
requirement that the Participant report to a corporate officer or
employee instead of reporting directly to a board of directors of a
publicly traded corporation; (iv) a material diminution in the
budget over which the Participant
| 
