Exhibit 10.2


	
  

 
	 

 








COSTAMARE INC.


- and -


KONSTANTINOS KONSTANTAKOPOULOS


	
  

 
	 

 


FORM OF RESTRICTIVE COVENANT AGREEMENT


	
  

 
	 

 






	
  

 
	 

 







RESTRICTIVE COVENANT AGREEMENT


                                   (this
“Agreement”) is made on [ ], 2010,  


                    BY
AND BETWEEN: 


                    (1)          COSTAMARE
INC., a Marshall Islands corporation (the “Company”); and  


                    (2)          KONSTANTINOS
KONSTANTAKOPOULOS (“KK”). 


                    WHEREAS,
the Company wishes to limit the activities of KK, because of his capacity as a
director or officer of the Company, on the terms and conditions set out in this
Agreement to prohibit certain activities that may compete with the business of
the Company. 


                    NOW,
THEREFORE, in consideration of the terms and conditions set forth below and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the parties hereto agree as follows: 


ARTICLE I


INTERPRETATION


                    SECTION
1.1. In this Agreement, unless the context otherwise requires: 


	
  

 	
  

 
	
  

 	
                         (a)
 “Affirmative Response” shall have the meaning set forth in Section
 4.1(b). 

 
	
  

 	
  

 
	
  

 	
                         (b)
 “Agreement” shall have the meaning set forth in the preamble. 

 
	
  

 	
  

 
	
  

 	
                         (c)
 “Board of Directors” means the board of directors of the Company as
 the same may be constituted from time to time. 

 
	
  

 	
  

 
	
  

 	
                         (d)
 “Break Up Costs” means the aggregate amount of any and all costs
 including any taxes, registration fees, administrative expenses, severance
 costs, and other similar costs and expenses that would be required to
 transfer Container Vessels or any related portion of a Container Vessel
 Business that also owns non-Container Vessel assets to the Company separately
 from its other assets.

 
	
  

 	
  

 
	
  

 	
                         (e)
 “Business Day” means a day (excluding Saturdays and Sundays) on which
 banks are open for business in Athens, Greece and New York, New York. 

 
	
  

 	
  

 
	
  

 	
                         (f)
 “Company” shall have the meaning set forth in the preamble. 

 













	
  

 	
  

 
	
  

 	
                         (g)
 “Competitive Activities” shall have the meaning set forth in Section
 3.1. 

 
	
  

 	
  

 
	
  

 	
                         (h)
 “Conflicts Committee” shall have the meaning set forth in Section
 4.1(b). 

 
	
  

 	
  

 
	
  

 	
                         (i)
 “Container Vessel” means any ocean-going vessel (whether in its
 construction phase or operational) that is intended to be used primarily to
 transport containerized cargoes. 

 
	
  

 	
  

 
	
  

 	
                         (j)
 “Container Vessel Business” means any business involved in the
 ownership of Container Vessels. 

 
	
  

 	
  

 
	
  

 	
                         (k)
 “Container Vessel Opportunity” shall have the meaning set forth in
 Section 4.1(a). 

 
	
  

 	
  

 
	
  

 	
                         (l)
 “Effective Date” means the date upon which the initial public offering
 of the Company is consummated. 

 
	
  

 	
  

 
	
  

 	
                         (m)
 “Independent Directors” means those members of the Board of Directors
 that qualify as independent directors within the meaning of Rule 10A-3
 promulgated under the U.S. Securities Exchange Act of 1934, as amended and
 the listing criteria of the New York Stock Exchange. 

 
	
  

 	
  

 
	
  

 	
                         (n)
 “KK” shall have the meaning set forth in the preamble. 

 
	
  

 	
  

 
	
  

 	
                         (o)
 “Management Agreement” means the management agreement dated [ ] 2010
 between the Company and Costamare Shipping Company S.A. 

 
	
  

 	
  

 
	
  

 	
                         (p)
 “Negative Response” shall have the meaning set forth in Section
 4.1(b). 

 
	
  

 	
  

 
	
  

 	
                         (q)
 “Restricted Period” shall mean the period commencing on the Effective
 Date and ending six months following the later of (i) the termination of KK’s
 service with the Company as a director and (ii) the termination of KK’s
 service with the Company as an officer. 

 



                    SECTION
1.2. The headings of this Agreement are for ease of reference and do not limit
or otherwise affect the meaning hereof. 


                    SECTION
1.3. All the terms of this Agreement, whether or not so expressed, shall be
binding upon the parties hereto and their respective successors and assigns.


                    SECTION
1.4. Unless the context otherwise requires, words in the singular include the
plural and vice versa. 





ARTICLE II


PRIORITY CHARTERING


                    SECTION
2.1. KK acknowledges and agrees that during the Restricted Period, if a
Container Vessel owned, directly or indirectly, by the Company meets the
criteria for a charter being made available to a Container Vessel majority
owned, directly or indirectly, by KK, the Company’s Container Vessel shall be
offered such charter and the Company shall have 48 hours from such offer being
received to accept such offer, failing which such charter shall be then offered
to the relevant Container Vessel. 


ARTICLE III


NON-COMPETITION


                    SECTION
3.1. During the Restricted Period, KK shall not, subject to Section 3.2 hereof,
directly or indirectly, engage in (a) the ownership of any Container Vessels
other than through the Company or (b) the acquisition of any shareholding in
any Container Vessel Business other than through the Company (together, (a) and
(b) are defined as the “Competitive Activities”).


                    SECTION
3.2. Notwithstanding the foregoing, KK may engage in Competitive Activities in
the following circumstances: 


	
  

 	
  

 
	
  

 	
                         (a)
 with respect to the Container Vessel Reunion
 with IMO Number [ ]; 

 
	
  

 	
  

 
	
  

 	
                         (b)
 with respect to any Container Vessel Opportunity, in compliance with the
 right of first refusal procedures set forth in Section 4.1; and 

 
	
  

 	
  

 
	
  

 	
                         (c)
 passive ownership of up to 19.99% of the outstanding voting securities of any
 publicly traded company which is a Container Vessel Business. 

 


ARTICLE IV


RIGHT OF FIRST REFUSAL PROCEDURES


                    SECTION
4.1. Set forth below are the right of first refusal procedures applicable to a
Container Vessel Opportunity.


	
  

 	
  

 
	
  

 	
                         (a)
 Prior to finalizing any contract to acquire or construct any Container Vessel
 or to acquire control of any Container Vessel Business (any of the foregoing
 a “Container Vessel Opportunity”), KK shall (i) deliver a notice to
 the Company advising it of the details of the Container Vessel Opportunity,
 including its terms and conditions and (ii) offer to the Company, which offer
 may be subject to the finalization of the terms and conditions and the
 closing of any such Container Vessel Opportunity, (1) such Container Vessel
 or Container 

 













	
  

 	
  

 
	
  

 	
 Vessel
 Business on such terms and conditions or (2) in the case of a Container
 Vessel Business that owns non-Container Vessel assets, the Container Vessels
 and such related portion of the business for fair market value plus any Break
 Up Costs.

 
	
  

 	
  

 
	
  

 	
                         (b)
 Within three Business Days after receipt of the notice referred to in Section
 4.1(a), a committee composed of Independent Directors (the “Conflicts
 Committee”) shall deliver a notice to KK that the Company (i) intends to
 pursue the Container Vessel Opportunity (an “Affirmative Response”) or
 (ii) declines to pursue the Container Vessel Opportunity and consents to KK
 pursuing the Container Vessel Opportunity within 180 days on terms and
 conditions materially not more favorable than those offered to the Company (a
 “Negative Response”).

 
	
  

 	
  

 
	
  

 	
                         (c)
 In the event of an Affirmative Response, the Company and KK shall negotiate
 in good faith the terms and conditions of an agreement for the consummation
 of the Container Vessel Opportunity based on the terms and conditions set
 forth in the notice referred to in Section 4.1(a). 

 
	
  

 	
  

 
	
  

 	
                         (d)
 In the event of a Negative Response or in the event the Company and KK are
 unable to agree on the terms and conditions of an agreement for the
 consummation of the Container Vessel Opportunity, then KK may consummate the
 Container Vessel Opportunity within 180 days after date of the Negative
 Response on terms and conditions materially not more favorable than those
 offered to the Company. If such Container Vessel Opportunity is not
 consummated within 180 days after the date of the Negative Response then KK
 shall not thereafter engage in such Container Vessel Opportunity without
 first offering it to the Company in the manner provided above. 

 



                    SECTION
4.2. KK and the Company acknowledge that all potential transfers pursuant to
this Article IV are subject to obtaining any and all written consents of
governmental authorities and non-affiliated third parties. 


ARTICLE V


NOTICES


                    SECTION
5.1. All notices, consents and other communications hereunder, or necessary to
exercise any rights granted hereunder, shall be in writing, sent either by
prepaid registered mail or telefax, and will be validly given if delivered on a
Business Day to a party at its respective address set forth below: 


	
  

 	
  

 
	
  

 	
 Costamare
 Inc.

 
	
  

 	
 60 Zephyrou
 Street & Syngrou Avenue

 
	
  

 	
 Athens,
 Greece

 
	
  

 	
 Attention:
 [ ]

 
	
  

 	
 Telefax:
 [ ]

 













	
  

 	
  

 
	
  

 	
 Konstantinos
 Konstantakopoulos

 
	
  

 	
 [ ]

 
	
  

 	
 Athens,
 Greece

 
	
  

 	
 Attention:
 [ ]

 


ARTICLE VI


APPLICABLE LAW AND JURISDICTION


                    SECTION
6.1. This Agreement and any non-contractual obligations connected with it shall
be governed by, and construed in accordance with, the laws of England.


ARTICLE VII


ARBITRATION


                    SECTION
7.1. Any dispute arising out of or in connection with this Agreement and any non-contractual
obligations connected with it shall be referred to arbitration in London in
accordance with the Arbitration Act 1996 or any statutory modification or
re-enactment thereof save to the extent necessary to give effect to the
provisions of this Article VII. The arbitration shall be conducted in
accordance with the London Maritime Arbitrators Association (the “LMAA”) Terms
current at the time when the arbitration proceedings are commenced. 


                    SECTION
7.2. The reference shall be to three arbitrators. One arbitrator is to be
appointed by each party and a third arbitrator shall be appointed by the two
arbitrators so appointed, failing which the third arbitrator shall be appointed
by the President of the LMAA at the time. A party wishing to refer a dispute to
arbitration shall appoint its arbitrator and send notice of such appointment in
writing to the other party, requiring the other party to appoint its own
arbitrator within 14 calendar days of that notice and stating that it will
appoint its arbitrator as sole arbitrator unless the other party appoints its
own arbitrator and gives notice that it has done so within the 14 days
specified. If the other party does not appoint its own arbitrator and give
notice that it has done so within the 14 days specified, the party referring a
dispute to arbitration may, without the requirement of any further prior notice
to the other party, appoint its arbitrator as sole arbitrator and shall advise
the other party accordingly. The award of a sole arbitrator shall be binding on
both parties as if he had been appointed by agreement. When all three
arbitrators have been appointed, their decision or that of any two of them
shall be final and binding on both parties. For the purpose of enforcing any
award, this Agreement may be made a rule of the court. Nothing herein shall
prevent the parties agreeing in writing to vary these provisions to provide for
the appointment of a sole arbitrator.





ARTICLE VIII


MISCELLANEOUS


                    SECTION
8.1. This Agreement constitutes the sole understanding and agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements or understandings, written or oral, with respect thereto, with
the exception of the Management Agreement. This Agreement may not be amended,
waived or discharged except by an instrument in writing executed by the party
against whom enforcement of such amendment, waiver or discharge is sought. 


                    SECTION
8.2. It is the desire and intent of the parties hereto that the provisions of
this Agreement be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement is adjudicated to be
invalid or unenforceable, such provision will be deemed amended to delete
therefrom the portion thus adjudicated as invalid or unenforceable, such
deletion to apply only with respect to the operation of such provision in the
particular jurisdiction in which such adjudication is made. 


                    SECTION
8.3. This Agreement may be executed in one or more written counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one instrument. 


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                    IN
WITNESS whereof the undersigned have executed this Agreement as of the date
first above written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COSTAMARE
 INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 KONSTANTINOS
 KONSTANTAKOPOULOS

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 



[SIGNATURE PAGE TO THE KONSTANTINOS KONSTANTAKOPOULOS RESTRICTIVE COVENANT AGREEMENT]