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Exhibit 10.21
Genco Shipping & Trading Limited
Executive Officer Restricted Stock Grant Agreement
THIS
AGREEMENT, made as of December 21, 2007, between GENCO
SHIPPING & TRADING LIMITED
(the “Company”) and John C. Wobensmith
(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 and in the
Plan, the Board of Directors hereby grants to the Participant 5
0,000
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 21, 2007.
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 .
(a) Subject
to Section 4(b) hereof and the further provisions of this
Agreement, a number of whole shares of Restricted Stock as
close as possible to 25% of the total number of shares granted
hereunder shall vest on each of November 15, 2008, 2009, 2010
and 2011 (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 other than a termination by the
Company without cause (as defined in the Plan) or the
Participant’s death or disability (as defined in the
Plan), 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. 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 is terminated before all the shares of Restricted
Stock are vested by the Company without cause (as defined in
the Plan) or for reason of the Participant’s death or
disability (as defined in the Plan), a portion of the shares
of Restricted Stock shall become vested immediately prior to
the date such Service terminates, and all other shares of
Restricted Stock which are not and have not become vested,
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 such
shares, together with any cash dividends or other property
received in respect of such shares. The number of
shares to become vested immediately prior to the date such
Service terminates shall be as follows:
(i)
If
the termination occurs prior to November 15, 2008, 25% of the
number of shares set forth in Section 1 hereof multiplied by a
fraction, the denominator of which is 11 and the numerator of which
is the number of completed months between the date hereof and the
date such Service terminates. For the purposes of this
paragraph, a month shall be deemed completed on the 15th of such
month.
(ii)
If
the termination occurs on or after November 15, 2008, 25% of the
number of shares set forth in Section 1 hereof multiplied by a
fraction, the denominator of which is 12 and the numerator of which
is the number of completed months between the immediately preceding
November 15 and the date such Service terminates. For
the purposes of this paragraph, a month shall be deemed completed
on the 15th of such month.
7.
Issuance of 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 S
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