Exhibit 10.21
Genco Shipping & Trading Limited
Executive Officer Restricted Stock Grant Agreement
THIS
AGREEMENT, made as of December 28, 2011, between GENCO SHIPPING & TRADING LIMITED
(the “Company”) and Robert Gerald Buchanan (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 twenty-five
thousand (25,000) 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 28, 2011.
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, 2012, 2013, 2014
and 2015 (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, 2012, 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, 2012, 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.
2
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
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