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Exhibit 10.22
Genco Shipping & Trading Limited
Restricted Stock Grant Agreement
THIS
AGREEMENT, made as of January 10, 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 one hundred thousand
(100,000) 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 January 10, 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 .
(a) Subject
to Section 4(b) hereof and the further provisions of this
Agreement, ten thousand (10,000) shares of Restricted Stock
shall vest on each of the first ten (10) anniversaries of
November 15, 2007 (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.
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 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&rd
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