Exhibit 10.2
Genco Shipping & Trading
Limited
Director Restricted Stock Grant
Agreement
THIS AGREEMENT, made as of July 24, 2008,
between GENCO SHIPPING & TRADING LIMITED (the
“Company”) and _______________ (the
“Participant”).
WHEREAS, the Company has adopted and maintains
the Genco Shipping & Trading Limited 2005 Equity Incentive
Plan (the “Plan”) to provide certain key persons, on
whose initiative and efforts the successful conduct of the business
of the Company depends, with incentives to: (a) enter into and
remain in the service of the Company, (b) acquire a proprietary
interest in the success of the Company, (c) maximize their
performance and (d) enhance the long-term performance of the
Company;
WHEREAS, the Plan provides that the Board of
Directors of the Company (the “Board of Directors”)
shall administer the Plan and determine the key persons to whom
awards shall be granted and the amount and type of such awards;
and
WHEREAS, the Board of Directors has determined
that the purposes of the Plan would be furthered by granting the
Participant an award under the Plan as set forth in this
Agreement;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants hereinafter set forth, the parties hereto
hereby agree as follows:
1. Grant of
Restricted Stock . Pursuant to, and subject to, the
terms and conditions set forth herein and in the Plan, the Board of
Directors hereby grants to the Participant 2,500 restricted shares
(the “Restricted Stock”) of common stock of the
Company, par value $0.01 per share (“Common
Stock”).
2. Grant Date
. The Grant Date of the Restricted Stock is July 24,
2008.
3. Incorporation
of Plan . All terms, conditions and restrictions of
the Plan are incorporated herein and made part hereof as if stated
herein. If there is any conflict between the terms and
conditions of the Plan and this Agreement, the terms and conditions
of the Plan, as interpreted by the Board of Directors, shall
govern. Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such
terms in the Plan.
4. Vesting
. Subject to the further provisions of this Agreement,
the Restricted Stock shall vest on the earliest of (i) July 24,
2009, (ii) the date of the annual shareholders meeting of the
Company next following the date hereof (the “Annual Meeting
Date”) and (iii) the occurrence of a Change in Control, as
defined in Section 3.8(a) of the Plan, as in effect on the date of
such occurrence (each such date, the “Vesting
Date”).
5. Restrictions on
Transferability . Until a share of Restricted Stock
vests, the Participant shall not transfer the Participant’s
rights to such share of Restricted Stock or to any rights related
thereto. Any attempt to transfer unvested shares of
Restricted Stock or any rights related thereto, whether by
transfer, pledge, hypothecation or otherwise and whether voluntary
or
involuntary, by
operation of law or otherwise, shall not vest the transferee with
any interest or right in or with respect to such shares of
Restricted Stock or such related rights.
6. Termination of
Service .
(a) In
the event that the Participant’s Service with the Company
terminates before the Vesting Date for any reason other than the
Participant’s death or disability (as defined in the Plan),
the Restricted Stock, together with any property received in
respect of such shares, as set forth in Section 9 hereof, shall be
forfeited as of the date such Service terminates, and the
Participant promptly shall return to the Company any certificates
evidencing the Restricted Stock, together with any cash dividends
or other property received in respect of such
shares. For purposes hereof, “Service” means
a continuous time period during which the Participant is at least
one of the following: an employee or a director of, or a
consultant to, the Company.
(b) In
the event that the Participant’s Service with the Company
terminates before the Vesting Date for reason of the
Participant’s death or disability (as defined in the Plan),
all shares of Restricted Stock shall become vested immediately
prior to such termination of Service.
(a) Reasonably
promptly after the Grant Date, the Company shall issue and deliver
to the Participant a stock certificate, registered in the name of
the Participant, evidencing the shares of Restricted Stock or shall
instruct its transfer agent to issue shares of Restricted Stock
which shall be maintained in book entry form on the books of the
transfer agent. Such certificate may bear the following
legend:
“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE
GENCO SHIPPING & TRADING LIMITED 2005 EQUITY
INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN
GENCO SHIPPING & TRADING LIMITED AND THE HOLDER OF
RECORD OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED
STOCK GRANT AGREEMENT SHALL BE VALID OR
EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO
THE SECRETARY OF GENCO SHIPPING & TRADING
LIMITED.”
If the
Restricted Stock is in book entry form, it shall be subject to
electronic coding or stop order indicating that such shares of
Restricted Stock are restricted by the terms of this Agreement and
the Plan. Such legend, electronic coding or stop order
shall not be removed until such shares of Restricted Stock
vest.
(b) Reasonably
promptly after any such shares of Restricted Stock vest pursuant to
Section 4 hereof, (i) in the case of certificated shares, in
exchange for the surrender to the Company of the certificates
evidencing the Restricted Stock, delivered to the Participant under
Section 7(a) hereof, and the certificates evidencing any other
securities received in respect of such
shares, if any,
the Company shall issue and deliver to the Participant (or the
Participant’s legal representative, beneficiary or heir) a
certificate evidencing such shares of Restricted Stock and such
other securities, free of the legend provided in Section 7(a)
hereof and (ii) in the case of book entry shares, the Company shall
cause to be lifted and removed any electronic coding or stop order
established pursuant to Section 7(a) hereof.
(c) The
Company may require as a condition of the delivery of stock
cert
