Genco Shipping & Trading
Limited
Restricted Stock Grant
Agreement
THIS AGREEMENT, made as of December 24, 2008,
between GENCO SHIPPING & TRADING LIMITED (the
“Company”) and Peter C. Georgiopoulos
(the “Participant”).
WHEREAS, the Company has adopted and maintains
the Genco Shipping & Trading Limited 2005 Equity Incentive
Plan (as amended and restated effective December 21, 2005) (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 (including
without limitation Section 17 hereof) and in the Plan, the Board of
Directors hereby grants to the Participant seventy-five thousand
(75,000) 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 December 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.
(a) Subject
to Section 4(b) hereof and the further provisions of this
Agreement, seven thousand five hundred (7,500) shares of Restricted
Stock shall vest on each of the first ten (10) anniversaries of
November 15, 2008 (each such date, a “Vesting
Date”).
(b) In
the event of 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, the Restricted Stock shall become vested in full on the
date of such Change in Control.
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 all the shares of Restricted Stock are vested for
any reason (including without limitation the Participant’s
death or disability as defined in the Plan) other than (i) removal
as a Director for cause (as defined in Article III, Section 4 of
the Amended and Restated By-Laws of the Company) or (ii) due to the
Participant’s voluntary termination of his Service, all
shares of Restricted Stock shall become vested immediately prior to
such termination of Service. 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 all the shares of Restricted Stock are vested (i)
due to removal as a Director for cause (as defined in Article III,
Section 4 of the Amended and Restated By-laws of the Company) or
(ii) due to the Participant’s voluntary termination of his
Service, all unvested shares of Restricted Stock, together with any
property received in respect of such shares, subject to and 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 such shares, together with
any cash dividends or other property received in respect of such
shares.
(a) Reasonably
promptly after the Grant Date, the Company shall issue and deliver
to the Participant stock certificates, 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. The Restricted Stock, if certificated,
shall 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)
certificates 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
certificates or the removal of any electronic coding or stop order,
pursuant to Section 7(b) hereof, that the Participant remit to the
Company an amount sufficient in the opinion of the Company to
satisfy any federal, state and other governmental tax withholding
requirements related to the vesting of the applicable
shares. The Board of Directors, in its sole discretion,
may permit the Participant to satisfy such obligation by delivering
shares of Common Stock or by directing the Company to withhold from
delivery shares of Common Stock, in either case valued at their
Fair Market Value on the Vesting Date with fractional shares being
settled in cash.
(d) The
Participant shall not be deemed for any purpose to be, or have
rights as, a shareholder of the Company by virtue of the grant of
Restricted Stock, except to the extent a stock certificate is
issued therefor or an appropriate book entry is made on the books
of the transfer agent reflecting the issuance thereof pursuant to
Section 7(a) hereof, and then only from the date such certificate
is issued or such book entry is made. Upon the issuance
of a stock certificate or the making of an appropriate book entry
on the books of the transfer agent, the Participant shall have the
rights of a shareholder with respect to the Restricted Stock,
including the right to vote the shares, subject to the restrictions
on transferability and the forfeiture provisions, as set forth in
this Agreement.
8.
Securities Matters . The Company shall be under
no obligation to effect the registration pursuant to the Securities
Act of 1933, as amended (the “1933 Act&rdqu
