exv10w2



 






Exhibit 10.2




PHANTOM STOCK AGREEMENT




     THIS PHANTOM STOCK AGREEMENT (this “Agreement”) is made as of August 24, 2005 (“Grant
Date”), between QUINTANA MARITIME LIMITED, a Marshall Islands company (the “Company”), and
(“Employee”). The parties agree as follows:



     1. Award of Phantom Shares. Pursuant to the QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE
PLAN, as amended (the “Plan”), the Company hereby awards to
Employee a total of phantom
shares of the Company (the “Phantom Shares”), subject to the following terms and restrictions.
Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Phantom Shares
shall be subject to all of the terms and provisions of the Plan, including future amendments
thereto, if any, pursuant to the terms thereof. In the event of any conflict between the terms of
this Agreement and the Plan, the Plan shall control. The Plan is incorporated herein by reference
as a part of this Agreement.



     2. Vesting and Forfeiture of Phantom Shares.




     (a) The Phantom Shares shall vest in accordance with Exhibit A to this Agreement,
provided that Employee has been continuously employed by the Company from the date of this
Agreement through the applicable vesting date. Notwithstanding the foregoing, all unvested
Phantom Shares shall become fully vested on the date Employee’s employment with the Company
is terminated by reason of death or “Disability” (which shall mean that Employee has become
disabled within the meaning of section 409A(a)(2)(C) of the Internal Revenue Code of 1986,
as amended (the “Code”), and any regulations or administrative guidance issued thereunder).




     (b) In the event of the termination of Employee’s employment with the Company for any
reason other than death or Disability, Employee shall, for no consideration, forfeit to the
Company all unvested Phantom Shares.



     3. Payment of Vested Phantom Shares. As soon as reasonably practicable after each vesting
date, the Company shall pay Employee with respect to the Phantom Shares that become vested on such
date, if any, an amount of cash equal to the product of: (a) the Company’s required tax
withholding rate and (b) the fair market value of the shares then vested. The fair market value
means the average of the last reported sales prices for the 20 consecutive Trading Days before the
date in question. The last reported sales price for each day shall be the last reported sale price
regular way on the Nasdaq National Market or any other national securities exchange on which the
shares are listed. In the event there is no sale of shares on the Nasdaq National Market or any
other national securities exchange on which the Units are listed for the 20 consecutive Trading
Days preceding such date, the determination of fair market value shall be made in good faith by the
Committee. As used
herein, the term “Trading Days” with respect to Units means if the Units are listed or admitted for
trading on the Nasdaq National Market or any national securities exchange, days on which the Nasdaq
National Market or such national securities exchange is open for business.Notwithstanding the
foregoing however, any payment of cash to Employee may not be made pursuant to this Agreement prior
to the first day such payment would not be subject to the additional tax imposed by Section 409A of
the Code.



 









 





     4. Nontransferability of Phantom Shares. Employee may not sell, transfer, pledge,
exchange, hypothecate or dispose of the Phantom Shares, other than by will or the laws of descent
and distribution or pursuant to a “qualified domestic relations order.” A breach of these terms of
this Agreement shall cause a forfeiture of the Phantom Shares.



     5. Employment Relationship. For purposes of this Agreement, Employee shall be
considered to be in the employment of the Company as long as Employee remains an employee of either
the Company or an Affiliate (as defined in the Plan). Nothing in the adoption of the Plan, nor the
award of Phantom Shares thereunder pursuant to this Agreement, shall confer upon Employee the right
to continued employment by the Company or affect in any way the right of the Company to terminate
such employment at any time. Unless otherwise provided in a written employment agreement or by
applicable law, Employee’s employment by the Company shall be on an at-will basis, and the
employment relationship may be terminated at any time by either Employee or the Company for any
reason whatsoever, with or without cause. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be determined by the
Committee, and its determination shall be final.



     6. Amendment. Except as provided below, this Agreement may not be modified in any
respect by any verbal statement, representation or agreement made by Employee or by any employee,
officer, or representative of the Company or by any written agreement unless signed by Employee and
by an officer of the Company who is expressly authorized by the Company to execute such document.
Notwithstanding anything in the Plan, this Agreement or any employment and/or severance agreement
between the Company and Employee to the contrary, if the Committee determines that the terms of
this grant do not, in whole or in part, satisfy the requirements of Section 409A of the Code, the
Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it
deems appropriate to comply with such section and any regulations or administrative guidance issued
thereunder.



     7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Employee.



     8. Controlling Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the Marshall Islands without regard to conflicts of laws principles thereof.



2









 





     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and Employee has executed this Agreement, all as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	QUINTANA MARITIME LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





3









 






Exhibit A




VESTING SCHEDULE




	 	 	 
	Vesting Date
	 	Phantom Shares Vesting