Exhibit
10.12


 


Genco Shipping & Trading Limited


Restricted Stock Grant Agreement


 


THIS
AGREEMENT, made as of March 5, 2010, between GENCO SHIPPING &
TRADING LIMITED (the “Company”) and Peter  C. Georgiopoulos (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 (including without limitation Section 17
hereof) and in the Plan, the Board of Directors hereby grants to the Participant
seventy-five thousand (75,000)
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 March 5, 2010.


 


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, seven thousand five hundred (7,500)
shares of Restricted Stock shall vest on each of the first ten (10) anniversaries
of November 15, 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 on the date of such Change in Control.


 

















 


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 (including without
limitation the Participant’s death or disability as defined in the Plan) other than
(i) removal as a Director for cause (as defined in Article III, Section 4
of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant’s
voluntary termination of his Service, all shares of Restricted Stock shall
become vested immediately prior to such termination of Service.  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 terminates before all the shares of Restricted Stock are vested (i) due
to removal as a Director for cause (as defined in Article III, Section 4 of the
Amended and Restated By-laws of the Company) or (ii) due to the Participant’s
voluntary termination of his Service, all unvested shares of Restricted Stock,
together with any property received in respect of such shares, subject to and 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.


 


7.             Issuance
of Shares.


 


(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 or shall instruct its transfer agent to issue shares of
Restricted Stock which shall be maintained in book entry form on the books of
the transfer agent.  The Restricted
Stock, if certificated, shall 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


 


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RECORD OF THE
CERTIFICATE TO THE SECRETARY OF GENCO SHIPPING & TRADING LIMITED.”


 


If the Restricted Stock is in book entry form, it
shall be subject to electronic coding or stop order indicating that such shares
of Restricted Stock are restricted by the terms of this Agreement and the
Plan.  Such legend, electronic coding or
stop order shall not be removed until such shares of Restricted Stock vest.


 


(b)           Reasonably promptly after any such
shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in
the case of certificated shares, in exchange for the surrender to the Company
of the certificates evidencing the 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
and (ii) in the case of book entry shares, the Company shall cause to be
lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof.


 


(c)           The Company may require as a
condition of the delivery of stock certificates or the removal of any
electronic coding or stop order, 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 applicable shares.  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 or an appropriate book entry is made on the
books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof,
and then only from the date such certificate is issued or such book entry is
made.  Upon the issuance of a stock
certificate or the making of an appropriate book entry on the books of the
transfer agent, 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.


 


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
any shares, whether by means of stock certificates or appropriate book entries,
unless and until the Company is advised by its counsel that the issuance of
such shares 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 of shares of Common Stock pursuant to
the terms hereof, that the recipient of such shares make such covenants,
agreements and representations, and that any


 


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certificates bear such legends and any book entries be
subject to such electronic coding, 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, subject to Section 2.7(e) of
the Plan.  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, subject
to Section 2.7(e) of the Plan. 
Unless the Board of Directors otherwise determines, such securities
shall bear the legend or be subject to the electronic coding or stop order 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.


 


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.


 


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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
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 behalf.


 


16.             Reimbursement for Excise Tax.


 


(a)           Anything in this Agreement to the
contrary notwithstanding, in the event it shall be determined (as hereafter
provided) that any payment, benefit or distribution to or for the Participant’s
benefit under this Agreement (a “Payment”), would be subject to the excise tax
imposed by Section 4999 of the Code (or any successor provision thereto),
or any interest or penalties with respect to such excise tax (such tax,
together with any such interest and penalties, hereafter collectively referred
to as the “Excise Tax”), then the Participant shall be entitled to receive an
additional payment or payments (a “Gross-Up Payment”) in an amount such that,
after payment by the Participant of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, the Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.  For purposes of determining the amount of the
Gross-Up Payment, the Participant shall be deemed to pay federal income taxes
at the highest marginal rates of federal income taxation applicable to individuals
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rates of taxation applicable to
individuals as are in effect in the state and locality of the Participant’s
residence in the calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in federal income taxes that can be obtained from
deduction of such state and local taxes, taking into account any limitations
applicable to individuals subject to federal income tax at the highest marginal
rates.


 


(b)           All determinations required to be
made under this Section 16, including whether an Excise Tax is payable by
the Participant, the amount of such Excise Tax, whether a Gross-Up Payment is
required, and the amount of such Gross-Up Payment, shall be made by an
independent auditor (the “Firm”) selected by the Participant and the
Company.  The Firm shall be a
nationally-recognized United States public accounting firm which has not,
during the two years preceding the date of its selection, acted in any way for
the Company or any affiliate thereof. 
Either the Company or the Participant may request that a determination
be made.  The Firm shall submit its
determination and detailed supporting calculations to the Participant and the
Company as promptly as practicable.  If
the Firm determines that any Excise Tax is payable by the Participant and that
a Gross-Up Payment is required, the Company shall pay the Participant the
required Gross-Up Payment within thirty (30) days of receipt of such
determination and calculations.  In no
event shall the Gross-Up Payment be paid later than December 31 of the
year following the year in which the Participant pays the applicable Excise
Tax.  If the Firm


 


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determines that no Excise Tax is payable by the
Participant, it shall, at the same time it makes such determination, furnish
the Participant with an opinion that the Participant has substantial authority
not to report any Excise Tax on the Participant’s federal income tax
return.  Any determination by the Firm as
to the amount of the Gross-Up Payment shall be binding upon the Participant and
the Company.


 


(c)           As a result of the uncertainty in the
application of Section 4999 of the Code (or any successor provision
thereto) at the time of the initial determination by the Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Company
should have been made (an “Underpayment”). 
If the Participant thereafter is required to make a payment of any
Excise Tax, the Firm shall determine the amount of the Underpayment (if any)
that has occurred and submit its determination and detailed supporting
calculations to the Participant and the Company as promptly as possible.  Any such Underpayment shall be promptly paid
by the Company to the Participant, or for the Participant’s benefit, within
thirty (30) days of receipt of such determination and calculations, but in no
event later than December 31 of the year following the year in which the
Participant pays the applicable Excise Tax.


 


(d)           In the event that the Internal
Revenue Service makes any claim, gives notice of any potential claim or
institutes a proceeding against the Participant asserting that any Excise Tax
or additional Excise Tax is due in respect of the Payments, the Participant
shall promptly give the Company notice of any such claim, potential claim or
proceeding.  The Company shall have the
right to conduct all discussions, negotiations, defenses, actions and proceedings,
to the extent reasonably requested by the Company.  The Participant will not settle any claim or
proceeding relating solely to the Excise Tax payable in respect of the Payments
without the consent of the Company, which consent shall not be unreasonably
withheld.  The Participant shall file, at
the Company’s expense, all requests for refunds of the Gross-Up Amount, or any
portion thereof, paid to any taxing authority as shall be reasonably requested
by the Company and shall pay over to the Company (net of any tax payable
thereon) any such refunds, together with any interest thereon, when and as such
refunds and interest are received by the Participant.  All fees and expenses for services in
connection with the determinations and calculations contemplated by this Section 5(f)(ii),
including without limitation the costs of the Participant’s own counsel, shall
be borne by the Company and shall be paid not later than December 31 of
the year following the year in which any such Internal Revenue Service audit is
completed or there is a final and nonappealable settlement or other resolution.


 


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.


 


[Signature page follows.]


 


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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/ John C. Wobensmith

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  John C. Wobensmith

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Peter C.
  Georgiopoulos

  
	
   

  	
  PETER C. GEORGIOPOULOS

  



 


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