**Exhibit10.12**

 

**Genco Shipping & Trading Limited**

**Restricted Stock Grant Agreement**

** **

THISAGREEMENT, made as of March 5, 2010, between GENCO SHIPPING &TRADING LIMITED (the “Company”) and **Peter****C. Georgiopoulos**(the “Participant”).

 

WHEREAS,the Company has adopted and maintains the Genco Shipping & TradingLimited 2005 Equity Incentive Plan (as amended and restated effective December 21,2005) (the “Plan”) to provide certain key persons, on whose initiative andefforts the successful conduct of the business of the Company depends, withincentives to: (a) enter into and remain in the service of the Company, (b) acquirea proprietary interest in the success of the Company, (c) maximize theirperformance and (d) enhance the long-term performance of the Company;

 

WHEREAS,the Plan provides that the Board of Directors of the Company (the “Board ofDirectors”) shall administer the Plan and determine the key persons to whomawards 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 befurthered by granting the Participant an award under the Plan as set forth inthis Agreement;

 

NOW,THEREFORE, in consideration of the premises and the mutual covenantshereinafter set forth, the parties hereto hereby agree as follows:

 

1.             Grantof Restricted Stock.  Pursuant to, and subject to, the terms andconditions set forth herein (including without limitation Section 17hereof) 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, parvalue $0.01 per share (“Common Stock”).

 

2.             GrantDate.  The Grant Date of the Restricted Stock is March 5, 2010.

 

3.             Incorporationof Plan.  All terms, conditions and restrictions of the Plan areincorporated herein and made part hereof as if stated herein.  Ifthere is any conflict between the terms and conditions of the Plan and thisAgreement, the terms and conditions of the Plan, as interpreted by the Board ofDirectors, shall govern.  Except as otherwise provided herein, allcapitalized terms used herein shall have the meaning given to such terms in thePlan.

 

4.             Vesting.

 

(a)           Subject to Section 4(b) hereofand 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) anniversariesof November 15, 2009 (each such date, a “Vesting Date”).

 

(b)           In the event of the occurrence of aChange in Control, as defined in Section 3.8(a) of the Plan, as ineffect on the date of such occurrence, the Restricted Stock shall become vestedin full on the date of such Change in Control.

 

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5.             Restrictionson Transferability.  Until a share ofRestricted Stock vests, the Participant shall not transfer the Participant’srights to such share of Restricted Stock or to any rights related thereto.  Any attempt to transfer unvested shares ofRestricted Stock or any rights related thereto, whether by transfer, pledge,hypothecation or otherwise and whether voluntary or involuntary, by operationof law or otherwise, shall not vest the transferee with any interest or rightin or with respect to such shares of Restricted Stock or such related rights.

 

6.             Terminationof Service.

 

(a)           In the event that the Participant’sService with the Company terminates before all the shares of Restricted Stock are vested for any reason (including withoutlimitation 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 4of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant’svoluntary termination of his Service, all shares of Restricted Stock shallbecome vested immediately prior to such termination of Service.  For purposes hereof, “Service” means a continuous timeperiod during which the Participant is at least one of the following:  an employee or a director of, or a consultantto, the Company.

 

(b)           In the event that the Participant’sService with the Company terminates before all the shares of Restricted Stock are vested (i) dueto removal as a Director for cause (as defined in Article III, Section 4 of theAmended and Restated By-laws of the Company) or (ii) due to the Participant’svoluntary termination of his Service, all unvested shares of Restricted Stock,together with any property received in respect of such shares, subject to and asset forth in Section 9 hereof, shall be forfeited as of the date suchService terminates, and the Participant promptly shall return to the Companyany certificates evidencing such shares, together with any cash dividends orother property received in respect of such shares.

 

7.             Issuanceof Shares.

 

(a)           Reasonably promptly after the GrantDate, the Company shall issue and deliver to the Participant stockcertificates, registered in the name of the Participant, evidencing the sharesof Restricted Stock or shall instruct its transfer agent to issue shares ofRestricted Stock which shall be maintained in book entry form on the books ofthe transfer agent.  The RestrictedStock, if certificated, shall bear the following legend:

 

“THE SALE, TRANSFER,ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THESECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THEGENCO SHIPPING & TRADING LIMITED 2005 EQUITY INCENTIVE PLAN AND ARESTRICTED STOCK GRANT AGREEMENT BETWEEN GENCO SHIPPING & TRADINGLIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THISCERTIFICATE.  NO TRANSFER OF THESECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN ANDRESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINEDBY WRITTEN REQUEST MADE BY THE HOLDER OF

 

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RECORD OF THECERTIFICATE TO THE SECRETARY OF GENCO SHIPPING & TRADING LIMITED.”

 

If the Restricted Stock is in book entry form, itshall be subject to electronic coding or stop order indicating that such sharesof Restricted Stock are restricted by the terms of this Agreement and thePlan.  Such legend, electronic coding orstop order shall not be removed until such shares of Restricted Stock vest.

 

(b)           Reasonably promptly after any suchshares of Restricted Stock vest pursuant to Section 4 hereof, (i) inthe case of certificated shares, in exchange for the surrender to the Companyof the certificates evidencing the Restricted Stock, delivered to theParticipant under Section 7(a) hereof, and the certificates evidencingany other securities received in respect of such shares, if any, the Companyshall issue and deliver to the Participant (or the Participant’s legalrepresentative, beneficiary or heir) certificates evidencing such shares ofRestricted Stock and such other securities, free of the legend provided in Section 7(a) hereofand (ii) in the case of book entry shares, the Company shall cause to belifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof.

 

(c)           The Company may require as acondition of the delivery of stock certificates or the removal of anyelectronic coding or stop order, pursuant to Section 7(b) hereof, thatthe Participant remit to the Company an amount sufficient in the opinion of theCompany to satisfy any federal, state and other governmental tax withholdingrequirements related to the vesting of the applicable shares.  The Board of Directors, in its solediscretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or bydirecting the Company to withhold from delivery shares of Common Stock, in either case valued at theirFair Market Value on the Vesting Date with fractional shares being settled incash.

 

(d)           The Participant shall not be deemedfor any purpose to be, or have rights as, a shareholder of the Company byvirtue of the grant of Restricted Stock, except to the extent a stockcertificate is issued therefor or an appropriate book entry is made on thebooks 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 ismade.  Upon the issuance of a stockcertificate or the making of an appropriate book entry on the books of thetransfer agent, the Participant shall have the rights of a shareholder withrespect 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.             SecuritiesMatters.  The Company shall be underno obligation to effect the registration pursuant to the Securities Act of1933, as amended (the “1933 Act”) of any interests in the Plan or any shares ofCommon Stock to be issued thereunder or to effect similar compliance under anystate laws.  The Company shall not be obligated to cause to be issuedany shares, whether by means of stock certificates or appropriate book entries,unless and until the Company is advised by its counsel that the issuance ofsuch shares is in compliance with all applicable laws, regulations ofgovernmental authority and the requirements of any securities exchange on whichshares of Common Stock are traded.  The Board of Directors mayrequire, as a condition of the issuance of shares of Common Stock pursuant tothe terms hereof, that the recipient of such shares make such covenants,agreements and representations, and that any

 

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certificates bear such legends and any book entries besubject to such electronic coding, as the Board of Directors, in its solediscretion, deems necessary or desirable.  The Participantspecifically understands and agrees that the shares of Common Stock, if andwhen issued, may be “restricted securities,” as that term is defined in Rule 144under the 1933 Act and, accordingly, the Participant may be required to holdthe shares indefinitely unless they are registered under such Act or anexemption from such registration is available.

 

9.             Dividends,etc.  Any cash dividends or otherproperty (but not including securities) received by a Participant with respectto a share of Restricted Stock shall be returned to the Company in the eventsuch share of Restricted Stock is forfeited, subject to Section 2.7(e) ofthe Plan.  Any securities received by aParticipant with respect to a share of Restricted Stock as a result of anydividend, recapitalization, merger, consolidation, combination, exchange ofshares or otherwise will not vest until such share of Restricted Stock vestsand shall be forfeited if such share of Restricted Stock is forfeited, subjectto Section 2.7(e) of the Plan. Unless the Board of Directors otherwise determines, such securitiesshall bear the legend or be subject to the electronic coding or stop order setforth in Section 7(a) hereof.

 

10.           Delaysor Omissions.  No delay or omission to exercise any right, poweror remedy accruing to any party hereto upon any breach or default of any partyunder this Agreement, shall impair any such right, power or remedy of such party,nor shall it be construed to be a waiver of any such breach or default, or anacquiescence therein, or of or in any similar breach or default thereafteroccurring, nor shall any waiver of any single breach or default be deemed awaiver of any other breach or default theretofore or thereafteroccurring.  Any waiver, permit, consent or approval of any kind orcharacter on the part of any party of any breach or default under thisAgreement, or any waiver on the part of any party or any provisions or conditionsof this Agreement, must be in a writing signed by such party and shall beeffective only to the extent specifically set forth in such writing.

 

11.           Rightof Discharge Preserved.  Nothing inthis Agreement shall confer upon the Participant the right to continue in theemploy or other service of the Company, or affect any right which the Companymay have to terminate such employment or service.

 

12.           Integration.  ThisAgreement contains the entire understanding of the parties with respect to itssubject matter.  There are no restrictions, agreements, promises,representations, warranties, covenants or undertakings with respect to thesubject matter hereof other than those expressly set forthherein.  This Agreement, including, without limitation, the Plan,supersedes all prior agreements and understandings between the parties withrespect to its subject matter.

 

13.           Counterparts.  ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which shall constitute one and the sameinstrument.

 

14.           GoverningLaw.  This Agreement shall be governed by and construed andenforced in accordance with the laws of the State of New York, without regardto the provisions governing conflict of laws.

 

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15.           Obligationto Notify.  If the Participant makesthe election permitted under Section 83(b) of the Internal RevenueCode of 1986, as amended (that is, an election to include in gross income inthe year of transfer the amounts specified in Section 83(b)), theParticipant shall notify the Company of such election within 10 days of filingnotice of the election with the Internal Revenue Service and shall within thesame 10-day period remit to the Company an amount sufficient in the opinion ofthe Company to satisfy any federal, state and other governmental taxwithholding requirements related to such inclusion in Participant’s income. TheParticipant should consult with his or her tax advisor to determine the taxconsequences of acquiring the Restricted Stock and the advantages anddisadvantages of filing the Section 83(b) election.  The Participant acknowledges that it is hissole responsibility, and not the Company’s, to file a timely election under Section 83(b),even if the Participant requests the Company or its representatives to makethis filing on his behalf.

 

16.           ******Reimbursement for Excise Tax.

 

(a)           Anything in this Agreement to thecontrary notwithstanding, in the event it shall be determined (as hereafterprovided) that any payment, benefit or distribution to or for the Participant’sbenefit under this Agreement (a “Payment”), would be subject to the excise taximposed by Section 4999 of the Code (or any successor provision thereto),or any interest or penalties with respect to such excise tax (such tax,together with any such interest and penalties, hereafter collectively referredto as the “Excise Tax”), then the Participant shall be entitled to receive anadditional payment or payments (a “Gross-Up Payment”) in an amount such that,after payment by the Participant of all taxes (including any interest orpenalties imposed with respect to such taxes), including any Excise Tax,imposed upon the Gross-Up Payment, the Participant retains an amount of theGross-Up Payment equal to the Excise Tax imposed upon the Payments.  For purposes of determining the amount of theGross-Up Payment, the Participant shall be deemed to pay federal income taxesat the highest marginal rates of federal income taxation applicable to individualsin the calendar year in which the Gross-Up Payment is to be made and state andlocal income taxes at the highest marginal rates of taxation applicable toindividuals as are in effect in the state and locality of the Participant’sresidence in the calendar year in which the Gross-Up Payment is to be made, netof the maximum reduction in federal income taxes that can be obtained fromdeduction of such state and local taxes, taking into account any limitationsapplicable to individuals subject to federal income tax at the highest marginalrates.

 

(b)           All determinations required to bemade under this Section 16, including whether an Excise Tax is payable bythe Participant, the amount of such Excise Tax, whether a Gross-Up Payment isrequired, and the amount of such Gross-Up Payment, shall be made by anindependent auditor (the “Firm”) selected by the Participant and theCompany.  The Firm shall be anationally-recognized United States public accounting firm which has not,during the two years preceding the date of its selection, acted in any way forthe Company or any affiliate thereof. Either the Company or the Participant may request that a determinationbe made.  The Firm shall submit itsdetermination and detailed supporting calculations to the Participant and theCompany as promptly as practicable.  Ifthe Firm determines that any Excise Tax is payable by the Participant and thata Gross-Up Payment is required, the Company shall pay the Participant therequired Gross-Up Payment within thirty (30) days of receipt of suchdetermination and calculations.  In noevent shall the Gross-Up Payment be paid later than December 31 of theyear following the year in which the Participant pays the applicable ExciseTax.  If the Firm

 

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determines that no Excise Tax is payable by theParticipant, it shall, at the same time it makes such determination, furnishthe Participant with an opinion that the Participant has substantial authoritynot to report any Excise Tax on the Participant’s federal income taxreturn.  Any determination by the Firm asto the amount of the Gross-Up Payment shall be binding upon the Participant andthe Company.

 

(c)           As a result of the uncertainty in theapplication of Section 4999 of the Code (or any successor provisionthereto) at the time of the initial determination by the Firm hereunder, it ispossible that Gross-Up Payments which will not have been made by the Companyshould have been made (an “Underpayment”). If the Participant thereafter is required to make a payment of anyExcise Tax, the Firm shall determine the amount of the Underpayment (if any)that has occurred and submit its determination and detailed supportingcalculations to the Participant and the Company as promptly as possible.  Any such Underpayment shall be promptly paidby the Company to the Participant, or for the Participant’s benefit, withinthirty (30) days of receipt of such determination and calculations, but in noevent later than December 31 of the year following the year in which theParticipant pays the applicable Excise Tax.

 

(d)           In the event that the InternalRevenue Service makes any claim, gives notice of any potential claim orinstitutes a proceeding against the Participant asserting that any Excise Taxor additional Excise Tax is due in respect of the Payments, the Participantshall promptly give the Company notice of any such claim, potential claim orproceeding.  The Company shall have theright to conduct all discussions, negotiations, defenses, actions and proceedings,to the extent reasonably requested by the Company.  The Participant will not settle any claim orproceeding relating solely to the Excise Tax payable in respect of the Paymentswithout the consent of the Company, which consent shall not be unreasonablywithheld.  The Participant shall file, atthe Company’s expense, all requests for refunds of the Gross-Up Amount, or anyportion thereof, paid to any taxing authority as shall be reasonably requestedby the Company and shall pay over to the Company (net of any tax payablethereon) any such refunds, together with any interest thereon, when and as suchrefunds and interest are received by the Participant.  All fees and expenses for services inconnection with the determinations and calculations contemplated by this Section 5(f)(ii),including without limitation the costs of the Participant’s own counsel, shallbe borne by the Company and shall be paid not later than December 31 ofthe year following the year in which any such Internal Revenue Service audit iscompleted or there is a final and nonappealable settlement or other resolution.

 

17.           ParticipantAcknowledgment.  The Participant hereby acknowledges receipt of acopy of the Plan.  The Participant hereby acknowledges that alldecisions, determinations and interpretations of the Board of Directors inrespect of the Plan, this Agreement and the Restricted Stock shall be final andconclusive.

 

**[Signature page follows.]**

 

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IN WITNESS WHEREOF, theCompany has caused this Agreement to be duly executed by its duly authorizedofficer, and the Participant has hereunto signed this Agreement on his ownbehalf, thereby representing that he has carefully read and understands thisAgreement and the Plan as of the day and year first written above.

 

 
|   | GENCO  SHIPPING & TRADING LIMITED |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       |
|   | By:                                        | /s/ John C. Wobensmith |
|   |                                       |
|   | Name:                                      | John C. Wobensmith |
|   |                                       |
|   | Title:                                     | Chief Financial Officer |
|   |                                       |
|   |                                       |
|   | /s/ Peter C.  Georgiopoulos                |
|   | PETER C. GEORGIOPOULOS                     |

 

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