ex-10_2.htm


    
      TBS
        INTERNATIONAL LIMITED &
SUBSIDIARIES                                                           EXHIBIT
        10.2

    

     

    TBS
      INTERNATIONAL LIMITED

     

    2005
      EQUITY INCENTIVE PLAN

     

    FORM
      OF SHARE UNIT AWARD AGREEMENT

     

     

    SHARE
      UNIT AWARD AGREEMENT (this “Agreement”) dated as of ___________, _______ (the
“Grant Date”) between TBS INTERNATIONAL LIMITED (the “Company”), and
      [PARTICIPANT] (the “Participant”). Except as otherwise defined herein,
      capitalized terms used herein shall have the meanings set forth in the Plan
      (as
      defined below).

     

    WHEREAS,
      pursuant to the 2005 Equity Incentive Plan (the “Plan”), the Committee
      designated under the Plan desires to issue to the Participant an award of share
      units (the “Share Units”); and

     

    WHEREAS,
      the Participant desires to accept such share units award subject to the terms
      and conditions of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the promises and of the mutual covenants and
      agreements contained herein, the Company and the Participant, intending to
      be
      legally bound, hereby agree as follows:

    1.  Definitions.
      Defined terms in the Plan shall have the same meaning in this Agreement, except
      where the context otherwise requires.

    2.  Grant
      of Share Units. On the Grant Date, the Company hereby grants to Participant
      an Award of _________ Share Units (the “Award”) in accordance with Section 11 of
      the Plan and subject to the conditions set forth in this Agreement and the
      Plan
      (as amended from time to time).  Upon the vesting of the Award (the
      "Vest Date"), one Class A Common Share, par value U.S. $0.01 par share (a
      "Common Share") of the Company (as adjusted from time to time pursuant to
      Section 16(a) of the Plan) shall be issuable for each Share Unit that vests
      on
      such Vest Date (the "Shares").  Thereafter, the Company will transfer
      such Shares to the Participant net of, and upon satisfaction of, any required
      tax withholding obligations.  No fractional shares will be issued
      under this Agreement.  By accepting the Award, Participant irrevocably
      agrees on behalf of Participant and Participant’s successors and permitted
      assigns to all of the terms and conditions of the Award as set forth in or
      pursuant to this Agreement and the Plan (as such Plan may be amended from time
      to time).

    3.  Vesting.  The
      Share Units shall vest in ______ equal installments, the first of which shall
      vest upon _______________________________________________________, and the
      second [and third installments] of which shall vest on
      _______________________________, subject to the Participant's continued
      employment with the Company through each such Vest Date.

    4.  Withholding
      of Tax.

     

    (a)           Generally.  Participant
      is liable and responsible for all taxes owed in connection with the Award,
      regardless of any action the Company takes with respect to any tax withholding
      obligations that arise in connection with the Award.  The Company does
      not make any representation or undertaking regarding the treatment of any tax
      withholding in connection with the grant or vesting of the Award or the
      subsequent sale of the Shares issuable pursuant to the Award.  The
      Company does not commit and is under no obligation to structure the Award to
      reduce or eliminate Participant's tax liability.

     

    (b)           Payment
      of Withholding Taxes.  Upon each Vest Date, the Company shall
      withhold from the vested Share Units the amount required to satisfy the minimum
      statutory Federal, state and local withholding tax requirement, including the
      Participant's share of applicable payroll taxes, and shall reduce the number
      of
      shares delivered to Participant by the appropriate number to reflect such
      withholding.

    5.  Forfeiture.
      Nothing in this Agreement will limit the Company's rights pursuant to Section
      15, Section 11 or Section 9 of the Plan.

    6.  Right
      to Shares.  Participant shall not have any right in, to or with
      respect to any of the Shares (including any voting rights or rights with respect
      to dividends paid on the Common Shares) issuable under the Award until the
      Award
      is settled by the issuance of the Shares to Participant.

    7.  Restriction
      on Transferability.  This Award may not be sold, transferred,
      pledged, assigned or otherwise alienated at any time.  Any attempt to
      do so contrary to the provisions hereof shall be null and void.

    8.  Committee
      Authority.  Any question concerning the interpretation of this
      Agreement or the Plan, any adjustments required to be made under this Agreement
      or the Plan, and any controversy that may arise under this Agreement or the
      Plan
      shall be determined by the Committee in its sole and absolute discretion. All
      decisions by the Committee shall be final and binding.

    9.  Application
      of the Plan.  The terms of this Agreement are governed by the
      terms of the Plan, as it exists on the date hereof and as the Plan may be
      amended from time to time. In the event of any conflict between the provisions
      of this Agreement and the provisions of the Plan, the terms of the Plan shall
      control, except as expressly stated otherwise herein. As used herein, the term
      “Section” generally refers to provisions within the Plan, and the term
“Paragraph” refers to provisions of this Agreement.  By entering into
      this Agreement and accepting the Award, Participant acknowledges that (i) the
      grant of the Award is a one-time benefit and does not create any contractual
      or
      other right to receive future grants of awards or benefits in lieu of awards;
      (ii) all determinations with respect to any such future grants, including,
      but
      not limited to, the times when awards will be granted, the number of shares
      subject to each award, the award price, if any, and the time or times when
      each
      award will be settled, will be at the sole discretion of the Company; (iii)
      Participant's participation in the Plan is voluntary; (iv) the value of the
      Award is an extraordinary item which is outside the scope of Participant's
      employment contract, if any; (v) the Award is not part of normal or expected
      compensation for any purpose, including, without limitation, for calculating
      any
      benefits, severance, resignation, termination, redundancy or end of service
      payments, bonuses, long-service awards, pension or retirement benefits or
      similar payments; and (vi) the future value of the Shares is unknown and cannot
      be predicted with certainty.

    10.  No
      Right to Continued Employment.  Nothing in the Plan, in this
      Agreement or in any other instrument executed pursuant thereto or hereto shall
      confer upon the Participant any right to continued employment with the Company
      or any of its subsidiaries or affiliates, or interfere in any way with the
      right
      of the Company or any of its subsidiaries to terminate the Participant’s
      employment or other service relationship for any reason at any
      time.

    11.  Further
      Assurances. Each party hereto shall cooperate with each other party, shall
      do and perform or cause to be done and performed all further acts and things,
      and shall execute and deliver all other agreements, certificates, instruments,
      and documents as any other party hereto reasonably may request in order to
      carry
      out the intent and accomplish the purposes of this Agreement and the
      Plan.

    12.  Entire
      Agreement. This Agreement and the Plan together set forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and supersede all prior oral and written and all contemporaneous or subsequent
      oral discussions, agreements and understandings of any kind or
      nature.

    13.  Binding
      on Transferees. The provisions of the Plan and this Agreement will inure to
      the benefit of, and be binding on, the Company and its transferees and assigns
      and the Participant and Participant’s executor, administrator and permitted
      transferees and beneficiaries, whether or not any such person will have become
      a
      party to this Agreement and agreed in writing to join herein and be bound by
      the
      terms and conditions hereof.

    14.  Securities
      Law Compliance. The Company may impose such restrictions, conditions or
      limitations as it determines appropriate as to the timing and manner of any
      resales by Participant or other subsequent transfers by Participant of any
      of
      the Shares issued as a result of or under this Award, including, without
      limitation, (i) restrictions under an insider trading policy, (ii) restrictions
      that may be necessary in the absence of an effective registration statement
      under the Securities Act of 1933, as amended, covering the Award and/or the
      shares underlying the Award and (iii) restrictions as to the use of a specified
      brokerage firm or other agent for such resales or other transfers. Any sale
      of
      the Shares must also comply with other applicable laws and regulations governing
      the sale of such Shares.

    15.  Applicable
      Law.  The validity, construction, interpretation and effect of
      this instrument shall be governed by and construed in accordance with the laws
      of Delaware without giving effect to the conflicts of laws provisions
      thereof.

     

    The
      parties hereto have executed this Agreement as of the date first above
      written.

     

    TBS
      INTERNATIONAL LIMITED

     

     

    By:
      ___________________________

    Name:

    Title:

     

    Name:  [PARTICIPANT]

    ______________________________

    (printed)