TBS
INTERNATIONAL PLC & SUBSIDIARIESEXHIBIT
10.3





TBS
INTERNATIONAL
  AMENDED
AND RESTATED 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 PLC (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 Amended and Restated 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 Ordinary Share, par value U.S. $0.01 par share (an "Ordinary
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.
     [PARTICIPANT]
                
                
                Name:
      ___________________
                (printed)
              TBS
      INTERNATIONAL PLC
                
                
                By:
                Name:
                Title: