kl02071_ex10-25.htm


    
      

    

    Exhibit 10.25

    

      Genco
Shipping & Trading Limited

      Restricted
Stock Grant Agreement

       

      THIS
AGREEMENT, made as of December 24, 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 seventy-five thousand (75,000)
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 24,
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, seven
thousand five hundred (7,500) shares of Restricted Stock shall vest on each of
the first ten (10) anniversaries of November 15, 2008 (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 

       

       

      
        
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      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”) of any interests in the Plan or any shares of Common Stock to be issued
thereunder or to effect similar compliance under any state laws.  The
Company shall not be obligated to cause to be issued any shares, whether by
means of stock certificates or appropriate book entries, unless and until the
Company is advised by its counsel that the issuance of such shares is in
compliance with all 

       

       

      
        
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      applicable
laws, regulations of governmental authority and the requirements of any
securities exchange on which shares of Common Stock are traded.  The
Board of Directors may require, as a condition of the issuance of shares of
Common Stock pursuant to the terms hereof, that the recipient of such shares
make such covenants, agreements and representations, and that any certificates
bear such legends and any book entries be subject to such electronic coding, as
the Board of Directors, in its sole discretion, deems necessary or
desirable.  The Participant specifically understands and agrees that
the shares of Common Stock, if and when issued, may be “restricted securities,”
as that term is defined in Rule 144 under the 1933 Act and, accordingly, the
Participant may be required to hold the shares indefinitely unless they are
registered under such Act or an exemption from such registration is
available.

       

      9.            
Dividends,
etc.  Any cash dividends or other property (but not including
securities) received by a Participant with respect to a share of Restricted
Stock shall be returned to the Company in the event such share of Restricted
Stock is forfeited, subject to Section 2.7(e) of the Plan.  Any
securities received by a Participant with respect to a share of Restricted Stock
as a result of any dividend, recapitalization, merger, consolidation,
combination, exchange of shares or otherwise will not vest until such share of
Restricted Stock vests and shall be forfeited if such share of Restricted Stock
is forfeited, subject to Section 2.7(e) of the Plan.  Unless the Board
of Directors otherwise determines, such securities shall bear the legend or be
subject to the electronic coding or stop order set forth in Section 7(a)
hereof.

       

      10.          
Delays or
Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any party hereto upon any breach or default of any party
under 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 an acquiescence therein, or of or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
conditions of this Agreement, must be in a writing signed by such party and
shall be effective only to the extent specifically set forth in such
writing.

       

      11.          
Right of Discharge
Preserved.  Nothing in this Agreement shall confer upon the
Participant the right to continue in the employ or other service of the Company,
or affect any right which the Company may have to terminate such employment or
service.

       

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

       

      13.           Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.

       

       

      
        
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      14.          
Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard to
the provisions governing conflict of laws.

       

      15.          
Obligation to
Notify.  If the Participant makes the election permitted under
Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an
election to include in gross income in the year of transfer the amounts
specified in Section 83(b)), the Participant shall notify the Company of such
election within 10 days of filing notice of the election with the Internal
Revenue Service and shall within the same 10-day period 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 such inclusion in
Participant’s income. The Participant should consult with his or her tax advisor
to determine the tax consequences of acquiring the Restricted Stock and the
advantages and disadvantages of filing the Section 83(b)
election.  The Participant acknowledges that it is his sole
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
make this filing on his behalf.

       

      16.           
Reimbursement for Excise
Tax.

       

      (a)           Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined (as hereafter provided) that any payment, benefit or distribution to
or for the Participant’s benefit under this Agreement (a “Payment”), would be
subject to the excise tax imposed 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
referred to as the “Excise Tax”), then the Participant shall be entitled to
receive an additional payment or payments (a “Gross-Up Payment”) in an amount
such that, after payment by the Participant of all taxes (including any interest
or penalties imposed with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, the Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.  For purposes of determining the amount of the Gross-Up
Payment, the Participant shall be deemed to pay federal income taxes at the
highest marginal rates of federal income taxation applicable to individuals in
the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rates of taxation applicable to
individuals as are in effect in the state and locality of the Participant’s
residence in the calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in federal income taxes that can be obtained from
deduction of such state and local taxes, taking into account any limitations
applicable to individuals subject to federal income tax at the highest marginal
rates.

       

      (b)           All
determinations required to be made under this Section 16, including whether an
Excise Tax is payable by the Participant, the amount of such Excise Tax, whether
a Gross-Up Payment is required, and the amount of such Gross-Up Payment, shall
be made by an independent auditor (the “Firm”) selected by the Participant and
the Company.  The Firm shall be a nationally-recognized United States
public accounting firm which has not, during the two years preceding the date of
its selection, acted in any way for the Company or any affiliate
thereof.  Either the Company or the Participant may request that a
determination be made.  The Firm shall submit its determination and
detailed supporting calculations to the Participant and the Company as promptly
as practicable.  If the Firm determines that any Excise Tax is payable
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      the
Participant and that a Gross-Up Payment is required, the Company shall pay the
Participant the required Gross-Up Payment within thirty (30) days of receipt of
such determination and calculations.  In no event shall the Gross-Up
Payment be paid later than December 31 of the year following the year in which
the Participant pays the applicable Excise Tax.  If the Firm
determines that no Excise Tax is payable by the Participant, it shall, at the
same time it makes such determination, furnish the Participant with an opinion
that the Participant has substantial authority not to report any Excise Tax on
the Participant’s federal income tax return.  Any determination by the
Firm as to the amount of the Gross-Up Payment shall be binding upon the
Participant and the Company.

       

      (c)           As
a result of the uncertainty in the application of Section 4999 of the Code (or
any successor provision thereto) at the time of the initial determination by the
Firm hereunder, it is possible that Gross-Up Payments which will not have been
made by the Company should have been made (an “Underpayment”).  If the
Participant thereafter is required to make a payment of any Excise Tax, the Firm
shall determine the amount of the Underpayment (if any) that has occurred and
submit its determination and detailed supporting calculations to the Participant
and the Company as promptly as possible.  Any such Underpayment shall
be promptly paid by the Company to the Participant, or for the Participant’s
benefit, within thirty (30) days of receipt of such determination and
calculations, but in no event later than December 31 of the year following the
year in which the Participant pays the applicable Excise Tax.

       

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

       

      17.           
HSR
Act.  Notwithstanding anything herein to the contrary, the
Restricted Stock will not be issued unless and until the applicable waiting
period for acquisition of such shares under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the rules and regulations thereunder (collectively,
the "HSR Act") has expired or been terminated. Immediately upon the expiration
or termination of the applicable waiting period, the Restricted Stock shall be
issued to the Participant in accordance with the other provisions
hereof.  If the waiting period under the HSR Act has not expired or
been terminated on or prior to March 31, 2008, the Participant and the Company
shall agree upon an alternative arrangement reasonably

       

       

      
        
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      acceptable
to the Participant in compliance with applicable law. The Company and the
Participant shall each cooperate with the other in making filings under the HSR
Act, and each party shall use its reasonable best efforts to resolve such
issues, if any, as the Antitrust Division of the Department of Justice or the
Federal Trade Commission may raise under applicable competition laws with
respect to the filing. The Company and its counsel shall assist in the
preparation of such filing. The Company will pay any filing fees and any fees
and disbursements of counsel in connection with such filing and obtaining the
expiration or termination of the waiting period under the HSR Act.

       

      18.           
Participant
Acknowledgment.  The Participant hereby acknowledges receipt of
a copy of the Plan.  The Participant hereby acknowledges that all
decisions, determinations and interpretations of the Board of Directors in
respect of the Plan, this Agreement and the Restricted Stock shall be final and
conclusive.

       

      [Signature
page follows.]

       

       

       

       

       

       

       

       

       


      
        
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      IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Participant has hereunto signed this
Agreement on his own behalf, thereby representing that he has carefully read and
understands this Agreement 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