exv10w2



 






EXHIBIT 10.2




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of ___, 200___,
between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and
___(the “Director”). The parties agree as follows:



     1.     Award. Pursuant to the QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE
PLAN (the “Plan”), as of the date of this Agreement, ___shares (the “Restricted Shares”)
of the Company’s common stock shall be issued as hereinafter provided in the Director’s name
subject to certain restrictions thereon. The Restricted Shares shall be issued upon acceptance
hereof by Director and upon satisfaction of the conditions of this Agreement. The Director
acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Shares shall be
subject to all of the terms and provisions of the Plan, including future amendments thereto, if
any, pursuant to the terms thereof.



     2.     Restricted Shares. The Director hereby accepts the Restricted Shares when issued
and agrees with respect thereto as follows:




           (a)     Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the
extent then subject to the Forfeiture Restrictions, and in the event of termination of the
Director’s service as a member of the Board of Directors of the Company for any reason other
than as provided in Section 2(b), the Director shall, for no consideration, forfeit to the
Company all Restricted Shares then subject to the Forfeiture Restrictions. The prohibition
against transfer and the obligation to forfeit and surrender Restricted Shares to the
Company upon termination of the service relationship are herein referred to as the
“Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of Restricted Shares.




           (b)     Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse
as to the Restricted Shares in accordance with the following schedule provided that the
Director has been continuously served as a member of the Board of Directors of the Company
from the date of this Agreement through the lapse date:



	 	 	 
	 	 	Number of Restricted Shares Granted as to Which
	Lapse Date	 	Forfeiture Restrictions Lapse
	___
	 	___
	___
	 	___
	___
	 	___
	___
	 	___






 









 






	 	 	 
	 	 	Number of Restricted Shares Granted as to Which
	Lapse Date	 	Forfeiture Restrictions Lapse
	___
	 	___
	___
	 	___







Notwithstanding the foregoing, if the Director’s service on the Board of Directors of the
Company is terminated by reason of his death or disability (within the meaning of section
22(e)(3) of the Code) or if a Corporate Change occurs (as defined in the Plan), the
Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the
Forfeiture Restrictions. The Director is entitled to receive cash dividends paid on the
Restricted Shares in the same amounts paid with respect to the Company’s common stock until
the Forfeiture Restrictions lapse (at which time the Restricted Shares will no longer be
subject to this Agreement and will be treated the same as other shares of the Company’s
common stock) or the Restricted Shares are forfeited (after which time the Director will no
longer be entitled to dividends with respect to any of the forfeited Restricted Shares).




           (c)     Book Entry. A book entry evidencing the Restricted Shares shall be made in
your name in the books of the Company maintained by its transfer agent, pursuant to which
you shall have all of the rights of a shareholder of the Company (except with respect to
distributions as provided above) with respect to the Restricted Shares, including, without
limitation, voting rights. The book entry shall reflect the restrictions on transfer set
forth in Section 2(a) above. Upon vesting, the Company shall cause the book entry to be
amended to remove any restrictions (except for any restrictions required pursuant to
applicable securities laws or any other agreement to which you are a party) with respect to
the Restricted Shares that have vested.




           (d)     Corporate Acts. The existence of the Restricted Shares shall not affect in
any way the right or power of the Board of Directors of the Company or the shareholders of
the Company to make or authorize any adjustment, recapitalization, reorganization or other
change in the Company’s capital structure or its business, any merger or consolidation of
the Company, any issue of debt or equity securities, the dissolution or liquidation of the
Company or any sale, lease, exchange or other disposition of all or any part of its assets
or business or any other corporate act or proceeding. The prohibitions of Section 2(a)
hereof shall not apply to the transfer of Restricted Shares pursuant to a plan of
reorganization of the Company, but the stock, securities or other property received in
exchange therefor shall also become subject to the Forfeiture Restrictions and provisions
governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted
Shares for all purposes of this Agreement and the certificates representing such stock,
securities or other property shall be legended to show such restrictions.



     3.     Tax Election. If the Director makes the election authorized by section 83(b) of
the Internal Revenue Code of 1986, as amended (the “Code”), the Director shall submit to the
Company a copy of the statement filed by the Director to make such election.



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     4.     Status of Stock. The Director agrees that the Restricted Shares issued under this
Agreement will not be sold or otherwise disposed of in any manner that would constitute a violation
of any applicable federal or state securities laws. The Director also agrees that (i) the
certificates representing the Restricted Shares may bear such legend or legends as the Committee
deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with
applicable securities laws, (ii) the Company may refuse to register the transfer of the Restricted
Shares on the stock transfer records of the Company if such proposed transfer would constitute a
violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company,
of any applicable securities law, and (iii) the Company may give related instructions to its
transfer agent, if any, to stop registration of the transfer of the Restricted Shares.



     5.     Service Relationship. For purposes of this Agreement, the Director shall be
considered to be providing services to the Company as long as the Director remains a member of the
Board of Directors of the Company. Nothing in the adoption of the Plan, nor the award of the
Restricted Shares thereunder pursuant to this Agreement, shall confer upon the Director the right
to continue providing serving as a member of the Board of Directors of the Company or affect in any
way the right of the Company to terminate such membership at any time, subject to the Company’s
Articles of Incorporation and By-laws.



     6.     Notices. Any notices or other communications provided for in this Agreement shall
be sufficient if in writing. In the case of the Director, such notices or communications shall be
effectively delivered if hand delivered to the Director at his principal place of employment or if
sent by registered or certified mail to the Director at the last address the Director has filed
with the Company. In the case of the Company, such notices or communications shall be effectively
delivered if sent by registered or certified mail to the Company at its principal executive
offices.



     7.     Amendment. This Agreement may not be modified in any respect by any verbal
statement, representation or agreement made by the Director or by any employee, officer, or
representative of the Company or by any written agreement unless signed by the Director and by an
officer of the Company who is expressly authorized by the Company to execute such document.



     8.     Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under the Director.



     9.     Controlling Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the Marshall Islands, without regards to conflicts of laws principles.



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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and the Director has executed this Agreement, all as of the date first
above written.



	 	 	 	 	 
	 	QUINTANA MARITIME LIMITED

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 
	 	DIRECTOR



——————————————————————

[Name of Director]

 	 
	 	 	 
	 	 	 
	 	 	 
	 




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