Executive Officer Restricted Stock Grant Agreement


    
      

    

     

                                                                        Exhibit
      10.17

     

     

    Genco
      Shipping & Trading Limited

    Executive
      Officer Restricted Stock Grant Agreement

     

    THIS
      AGREEMENT, made as of December 21, 2005, between GENCO SHIPPING
      & TRADING LIMITED (the
      “Company”) and JOHN C. WOBENSMITH (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 and in the Plan,
      the Board of Directors hereby grants to the Participant 15,000 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 21, 2005.

     

    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, a number
      of
      whole shares of Restricted Stock as close as possible to 25% of the total number
      of shares granted hereunder shall vest on each of November 15, 2006, 2007,
      2008
      and 2009 (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.

     

    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 other than a termination
      by
      the Company without cause (as defined in the Plan) or the Participant’s death or
      disability (as defined in the Plan), all unvested shares of Restricted Stock,
      together with any property received in respect of such shares, 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. 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 is terminated before all
      the shares of Restricted Stock are vested by the Company without cause (as
      defined in the Plan) or for reason of the Participant’s death or disability (as
      defined in the Plan), a portion of the shares of Restricted Stock shall become
      vested immediately prior to the date such Service terminates, and all other
      shares of Restricted Stock which are not and have not become vested, together
      with any property received in respect of such shares, 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. The number of shares to become vested immediately prior
      to the date such Service terminates shall be as follows:

     

    (i)  If
      the
      termination occurs prior to November 15, 2006, 25% of the number of shares
      set
      forth in Section 1 hereof multiplied by a fraction, the denominator of which
      is
      11 and the numerator of which is the number of completed months between the
      date
      hereof and the date such Service terminates. For the purposes of this paragraph,
      a month shall be deemed completed on the 15th of such month. 

     

    (ii)  If
      the
      termination occurs on or after November 15, 2006, 25% of the number of shares
      set forth in Section 1 hereof multiplied by a fraction, the denominator of
      which
      is 12 and the numerator of which is the number of completed months between
      the
      date hereof and the date such Service terminates. For the purposes of this
      paragraph, a month shall be deemed completed on the 15th of such month.


     

     

    
      
        
        

      

      
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    7.  Issuance
      of Certificates.

     

    (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. Each such certificate may 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 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.”

     

    Such
      legend shall not be removed from such certificates until such shares of
      Restricted Stock vest.

     

    (b) Reasonably
      promptly after any such shares of Restricted Stock vest pursuant to Section
      4
      hereof, in exchange for the surrender to the Company of the certificates
      evidencing such shares of 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. 

     

    (c) The
      Company may require as a condition of the delivery of stock certificates
      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 shares represented by such certificate. 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 pursuant to Section 7(a)
      hereof, and then only from the date such certificate is issued. Upon the
      issuance of a stock certificate, 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.

     

     

    
      
        
        

      

      
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    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 or delivered any certificates evidencing shares of Common
      Stock pursuant hereto unless and until the Company is advised by its counsel
      that the issuance and delivery of such certificates is in compliance with all
      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 and delivery of certificates evidencing shares of Common Stock pursuant
      to the terms hereof, that the recipient of such shares make such covenants,
      agreements and representations, and that such certificates bear such legends,
      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. 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. Unless the Board of Directors otherwise determines, such securities
      shall bear the legend 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.

     

     

    
      
        
        

      

      
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    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.

     

    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 or
      her
      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 or her behalf.

     

    16.  Reduction
      in Benefits.
      Unless
      the Participant and the Company agree otherwise in writing, in the event that
      the Participant would incur an Excise Tax on any payments or benefits under
      this
      Agreement as a result of a Change of Control (or any other change described
      in
      Section 280G(b)(2) of the Code), the Company shall reduce the payments or
      benefits to be paid to or granted to Participant hereunder to the greater of
      (i)
      the maximum amount payable to the Participant without the imposition of any
      Excise Tax with respect to the Restricted Stock and (ii) the amount that yields
      the Participant the greatest after-tax amount of benefits under this Agreement
      after taking into account any Excise Tax imposed on Participant, whether due
      to
      payments and benefits under this Agreement or otherwise. “Excise Tax” means the
      tax imposed by Section 4999 of the Code and any successor tax. The determination
      of whether the Participants payments and benefits should be reduced and the
      amount of any such reduction shall be made by independent counsel selected
      by
      the Participant and reasonably acceptable to the Company (“Independent
      Counsel”). For purposes of such determination, (x) the total amount of payments
      and benefits received by the Participant as a result of such Change in Control
      (or such other change) shall be treated as “parachute payments” within the
      meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments”
within the meaning of Section 280G(b)(1) of the Code shall be treated as subject
      to the Excise Tax, except to the extent that, in the opinion of Independent
      Counsel, a payment or benefit hereunder (in whole or in part) does not
      constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the
      Code and the Treasury Regulations under Section 280G of the Code (the
“Regulations”), or such “excess parachute payments” (in whole or in part) are
      not subject to the Excise Tax; (y) the amount of the payments and benefits
      hereunder that shall be treated as subject to the Excise Tax shall be equal
      to
      the lesser of (A) the total amount of such payments and benefits or (B) the
      amount of “excess parachute payments” within the meaning of Section 280G(b)(1)
      of the Code (after applying clause (x) hereof); and (z) the value of any noncash
      benefits or any deferred payment or benefit shall be determined by Independent
      Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of
      the
      Code. All fees and expenses of Independent Counsel shall be borne by the
      Company.

     

     

    
      
        
        

      

      
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    17.  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.

     

    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/
      Robert
      Gerald
      Buchanan                     


                                Name:
      Robert Gerald Buchanan

                                Title:  President

     

                   
      /s/ John C.
      Wobensmith                                

            
                      John
      C. Wobensmith

     

    
 

     

     

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