TBS
INTERNATIONAL PLC & SUBSIDIARIESEXHIBIT
10.2




TBS
INTERNATIONAL
 AMENDED
AND RESTATED 2005 EQUITY INCENTIVE PLAN
 
 FORM
OF BONUS SHARE AWARD AGREEMENT
 
 BONUS
SHARE AWARD AGREEMENT (this “Agreement”) dated as
of ___________, _____ (the “Issue 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 bonus
shares of Class A Ordinary Shares, par value U.S. $0.01 per share, of the
Company (the “Shares”);
and
 
 WHEREAS,
the Participant desires to accept such bonus share 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.           Issue of Bonus
Shares. On the Issue Date, the Company hereby issues to Participant an
Award of ____________ Shares (the “Award”) in accordance with Section 9 of the
Plan and subject to the conditions set forth in this Agreement and the Plan (as
amended from time to time). 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.
Participant’s rights in and to the Shares subject to the Award shall be fully
vested as of the Issue Date.
 
 4.           Status of
Participant. From and after the Issue Date, Participant will have all
rights of a shareholder of the Company with respect to the Shares subject to the
Award.
 
 5.           Withholding and Disposition
of Shares.
 
 (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 issue or vesting of the Award or the
subsequent sale of 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. Prior to any event in connection with the Award (e.g.,
issue/vesting of the Award) that the Company determines may result in any
domestic or foreign tax withholding obligation, whether national, federal, state
or local, including any social tax obligation (the “Tax Withholding
Obligation”), Participant is required to arrange for the satisfaction of
the amount of such Tax Withholding Obligation in a manner acceptable to the
Company.
 
 (i)           By Tendering Shares.
Unless Participant elects to satisfy the Tax Withholding Obligation by an
alternative means in accordance with Paragraph 7(b)(ii), Participant’s
acceptance of this Award constitutes Participant’s instruction and authorization
to tender to the Company for repurchase the number of Shares from those Shares
already issued to Participant at or about the time when the Award becomes vested
as the Company determines to be sufficient to satisfy the Tax Withholding
Obligation.
 
 (ii)           By Other Payment. At
any time not less than five (5) business days before any Tax Withholding
Obligation arises. Participant may notify the Company of Participant’s election
to pay Participant’s Tax Withholding Obligation by wire transfer, cashier’s
check or other means permitted by the Company. In such case, Participant shall
satisfy his or her tax withholding obligation by paying to the Company on such
date as it shall specify an amount that the Company determines is sufficient to
satisfy the expected Tax Withholding Obligation by (i) wire transfer to
such account as the Company may direct, (ii) delivery of a cashier’s check
payable to the Company, Attn: _______________, at the Company’s principal
executive offices, or such other address as the Company may from time to time
direct, or (iii) such other means as the Company may establish or permit.
Participant agrees and acknowledges that prior to the date the Tax Withholding
Obligation arises, the Company will be required to estimate the amount of the
Tax Withholding Obligation and accordingly may require the amount paid to the
Company under this Paragraph 6(b)(ii) to be more than the minimum amount
that may actually be due and that, if Participant has not delivered payment of a
sufficient amount to the Company to satisfy the Tax Withholding Obligation
(regardless of whether as a result of the Company underestimating the required
payment or Participant failing to timely make the required payment), the
additional Tax Withholding Obligation amounts shall be satisfied in the manner
specified in Paragraph 6(b)(i).]
 
 6.           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.
 
 7.           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 is 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.
 
 8.           No Right to Continued
Employment. Nothing in the Plan, in this Agreement or 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.
 
 9.           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.
 
 10.           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.
 
 11.           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.
 
 12.           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
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.
 
 13.           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.
 [signature page
follows]
  
  
 
 
 The
parties hereto have executed this Agreement as of the date first above
written.
 
 
 [PARTICIPANT]
                
                
                Name:
      ___________________
                (printed)
              TBS
      INTERNATIONAL PLC
                
                
                By:    _________________________
                Name:
                Title: