Exhibit 10.9



		

			Form of Agreement for Executive Officers

		




		
			Exhibit 10.9
		

		
			INCENTIVE AGREEMENT
		

		
			FOR THE GRANT OF RESTRICTED STOCK UNITS
		

		
			UNDER THE
		

		
			INTERNATIONAL SHIPHOLDING CORPORATION 2011 STOCK INCENTIVE PLAN 
		

		
			 
		

		
			 
		

		
			 
		

		
			This INCENTIVE AGREEMENT (this “Agreement”) is entered into as of [•] by and between International Shipholding Corporation, a Delaware corporation (“ISH”), and ________________ (the “Award Recipient”).
		

		
			WHEREAS, ISH maintains the 2011 Stock Incentive Plan (the “Plan”), under which the Compensation Committee of the Board of Directors of ISH (the “Committee”) may, among other things, grant restricted stock units payable in shares of ISH’s common stock, $1.00 par value per share (the “Common Stock”), to, among others, key employees, officers, and directors of ISH or its subsidiaries (collectively, the “Company”), subject to the Plan and such other terms, conditions, or restrictions as it may deem appropriate; and
		

		
			WHEREAS, pursuant to the Plan, the Committee has awarded to the Award Recipient restricted stock units payable in shares of Common Stock on the terms and conditions specified below.
		

		
			NOW, THEREFORE, in consideration of these premises, the parties agree as follows:
		

			
	
			
				I.
			
Restricted Stock Units




			
	
			
				 1.1
			Restricted Stock Units.  Subject to the terms, conditions, restrictions, and performance criteria set forth in the Plan and in this Agreement, effective on [•]  (the “Date of Grant”), ISH hereby grants to the Award Recipient an award of [•] restricted stock units (the “Performance-Based RSUs”) under the Plan, which shall vest based upon continued employment and the satisfaction of certain specified performance criteria as provided in Sections 1.3 and 1.4 below.




			
	
			
				 1.2
			Award Restrictions.  The Performance-Based RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily.  The Award Recipient shall have no rights, including, but not limited to, voting and dividend rights, in the shares of Common Stock underlying the Performance-Based RSUs unless and until such shares are issued to the Award Recipient, or as otherwise provided in the Plan or this Agreement. 




			
	
			
				 1.3
			Vesting of Absolute Performance-Based RSUs.  The vesting of _______ of the Performance-Based RSUs (the “Absolute Performance-Based RSUs”) is subject to the following terms and conditions:




			
	
			
				 (a)
			Performance-Based Vesting.  Upon vesting under the terms and conditions of the Plan and this Agreement, each Absolute Performance-Based RSU represents the right to 
		

		 


		

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			receive from the Company a maximum of one-and-a-half shares of Common Stock, free of any restrictions except as otherwise provided in the Plan or this Agreement, and all amounts, securities, and property notionally credited to the Award Recipient’s Account with respect to such Absolute Performance-Based RSU.




			
	
			
				 (b)
			Vesting Schedule.  Except as otherwise provided in Section 1.5, depending on Company’s fiscal [•] earnings per share as measured against the targets established in Section 1.3(b)(i) below (the “Absolute Measure”), the Absolute Performance-Based RSUs shall vest and the Award Recipient shall be entitled to receive a number of shares of Common Stock, determined in accordance with, and subject to, the following terms and conditions: 




			
	
			
				 (i)
			The number of Absolute Performance-Based RSUs granted under this Section 1.3 represents the target award.  The Award Recipient may receive a greater or lesser number of shares of Common Stock under the Plan than the number of Absolute Performance-Based RSUs granted under this Section 1.3, depending on the Company’s performance as measured against the Absolute Measure, determined as follows:




			
					
						Performance Level

					
					
						Company’s Fiscal [•] Earnings Per Share

					
					
						Share Payout as a % of Absolute Performance-Based RSU Award

				
	
					
						Maximum

					
					
						≥ $ [•]

					
150% 
				
	
					
						Target

					
					
						$  [•]

					
100% 
				
	
					
						Threshold

					
					
						$  [•]

					
50% 
				
	
					
						Below Threshold

					
					
						< $ [•]

					
0% 
				



		
			 
		

		
			The number of shares vesting shall be prorated if the Company’s fiscal [•]  earnings per share falls between the threshold and target or the target and the maximum amounts.  At performance below the threshold performance level, all Absolute Performance-Based RSUs will be forfeited.  
		

			
	
			
				 (ii)
			Prior to the vesting of any Absolute Performance-Based RSUs and the payout of any shares of Common Stock under the Plan and this Agreement, the Committee shall certify in writing, by resolution or otherwise, the Company’s performance as measured against the Absolute Measure, whether and to what extent the Absolute Performance-Based RSUs have vested, and how many shares of Common Stock will be issuable to the Award Recipient as determined by Section 1.3(b)(i), rounded to the nearest whole share.  




			
	
			
				 (iii)
			The Absolute Performance-Based RSUs shall vest and be paid out in the number of shares, if any, as determined under this Section 1.3, on [•], provided that the Award Recipient remains employed with the Company on such date.  




		 


		

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				 1.4
			Vesting Terms of Relative Performance-Based RSUs.  The vesting of _______ of the Performance-Based RSUs (the “Relative Performance-Based RSUs”) is subject to the following terms and conditions:




			
	
			
				 (a)
			Performance-Based Vesting.  Upon vesting under the terms and conditions of the Plan and this Agreement, each Relative Performance-Based RSU represents the right to receive from the Company a maximum of one-and-a-half shares of Common Stock, free of any restrictions except as otherwise provided in the Plan or this Agreement, and all amounts, securities, and property notionally credited to the Award Recipient’s Account with respect to such Relative Performance-Based RSU.




			
	
			
				 (b)
			Vesting Schedule.  Except as otherwise provided in Section 1.5, depending on the [•]-year total stockholder return of ISH during the period from [•] to [•] (the “Relative Performance Period”) as measured against peer performance over the same period as specified further below, the Relative Performance-Based RSUs shall vest and the Award Recipient shall be entitled to receive a number of shares of Common Stock, determined in accordance with, and subject to, the following terms and conditions:  




			
	
			
				 (i)
			The number of Relative Performance-Based RSUs granted under this Section 1.4 represents the target award.  At the end of the Relative Performance Period, the Award Recipient may receive a greater or lesser number of shares of Common Stock under the Plan than the number of Relative Performance-Based RSUs granted under this Section 1.4, depending on ISH’s Total Stockholder Return (as defined in Section 1.4(b)(iv)) ranked in terms of a percentile in relation to that of the companies comprising the Russell 2000 Index (the “Index”), which shall be determined as follows:




		
			 
		

			
					
						Performance Level

					
					
						ISH’s Percentile Rank

					
					
						Share Payout as a % of Relative Performance-Based RSU Award

				
	
					
						Maximum

					
					
						≥ 70th percentile

					
150% 
				
	
					
						Target

					
					
						60th percentile

					
100% 
				
	
					
						Threshold

					
					
						25th percentile

					
50% 
				
	
					
						Below Threshold

					
					
						< 25th percentile

					
0% 
				



		
			 
		

		
			The number of shares vesting shall be prorated if ISH’s TSR rank falls between the threshold and target or the target and the maximum amounts.  At performance below the threshold performance level, all Relative Performance-Based RSUs will be forfeited.  
		

			
	
			
				 (ii)
			Prior to the vesting of any Relative Performance-Based RSUs and the payout of any shares of Common Stock under the Plan and this Agreement, the Committee shall certify in writing, by resolution or otherwise, ISH’s Total Stockholder Return level achieved as compared to that of the Index, whether and to what extent the Relative Performance-
		

		 


		

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			Based RSUs have vested, and how many shares of Common Stock are to be issued to the Award Recipient as determined by Section 1.4(b)(i), rounded to the nearest whole share.  




			
	
			
				 (iii)
			The Relative Performance-Based RSUs shall vest and be paid out in the number of shares, if any, as determined under this Section 1.4, on [•], provided that the Award Recipient remains employed with the Company on such date. 




			
	
			
				 (iv)
			For purposes of this Agreement, “Total Stockholder Return” or “TSR” for ISH and each company in the Index means stock price appreciation from the beginning to the end of the Relative Performance Period, including dividends and distributions made or declared (calculated based on the assumption that such dividends or distributions are reinvested in the common stock of ISH or any company in the Index) during the Relative Performance Period, expressed as a percentage return, using the following formula:




		
			TSR = (Ending Stock Price (including dividends paid)/Beginning Stock Price) – 1
		

		
			where the “Ending Stock Price” is equal to the volume-weighted average closing price of the relevant stock during the final month of the Relative Performance Period, and the “Beginning Stock Price” is equal to the volume-weighted average closing price of the relevant stock during the last calendar month prior to the commencement of the Relative Performance Period.  The TSR of ISH or any company in the Index shall be equitably adjusted to reflect any spin-off, stock split, reverse stock split, stock dividend, recapitalization, or reclassification or other similar change in the number of outstanding shares of common stock.  
		

			
	
			
				 1.5
			Effect of a Change of Control and Certain Terminations.  




			
	
			
				 (a)
			Upon the earlier to occur of a Change of Control of ISH (as defined in the Plan) or the date the Award Recipient’s employment terminates due to death or disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended:




			
	
			
				 (i)
			any remaining outstanding and unvested Performance-Based RSUs shall immediately vest and pay out at the target levels of shares specified in Sections 1.3 and 1.4 above, without regard to the attainment of performance targets; and




			
	
			
				 (ii)
			any amounts, securities, and property notionally credited to the Award Recipient’s Account with respect to such vesting Performance-Based RSUs shall vest and pay out in accordance with Section 2.1.




			
	
			
				 (b)
			In the event that the Award Recipient’s employment terminates due to retirement on or after age 65:




			
	
			
				 (i)
			the Award Recipient shall retain the rights to all Performance-Based RSUs granted under this Agreement, provided that the vesting and payout of such Performance-Based RSUs shall nonetheless remain subject to the terms and conditions of this Agreement, including the payment dates and the opportunity to earn a greater or lesser number of shares of Common Stock as specified in Sections 1.3 and 1.4; and 




		 


		

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				 (ii)
			any amounts, securities, and property notionally credited to the Award Recipient’s Account with respect to such vesting Performance-Based RSUs shall vest and pay out in accordance with Section 2.1.




			
	
			
				 (c)
			Except as otherwise expressly provided in this Section 1.5 or as otherwise determined by the Committee in its sole discretion, termination of employment shall result in forfeiture of all unvested Performance-Based RSUs.  




			
	
			
				II.
			
Dividend Equivalents and the Issuance of Shares Upon Vesting




			
	
			
				 2.1
			Restricted Stock Unit Account and Dividend Equivalents.  The Company shall maintain an account (the “Account”) on its books in the name of the Award Recipient.  Such Account shall reflect the number of Performance-Based RSUs awarded to the Award Recipient, as such number may be adjusted under the terms of the Plan and this Agreement, as well as any additional restricted stock units or cash credited as a result of dividend equivalents, administered as follows:




			
	
			
				 (a)
			The Account shall be for recordkeeping purposes only, and no assets or other amounts shall be set aside from the Company’s general assets with respect to such Account.  




			
	
			
				 (b)
			If ISH declares a cash dividend payable any time between the Date of Grant and the date immediately preceding the date the Performance-Based RSUs vest and pay out under this Agreement (the “Vesting Period”), the Company shall credit the Award Recipient’s Account with the amount of any cash that would have been received as a dividend had the Award Recipient’s outstanding Performance-Based RSUs been shares of Common Stock on the applicable record date for such cash dividend.




			
	
			
				 (c)
			If dividends are declared and paid in the form of shares of Common Stock rather than cash, then the Award Recipient’s Account will be credited with one additional restricted stock unit for each share of Common Stock that would have been received as a dividend had the Award Recipient’s outstanding Performance-Based RSUs been shares of Common Stock on the applicable record date for such stock dividend.




			
	
			
				 (d)
			All such cash and any additional restricted stock units credited via dividend equivalents shall vest or be forfeited at the same time and on the same terms as the Performance-Based RSUs to which they relate.  




			
	
			
				 (e)
			In addition, if, pursuant to Section 1.3(b)(i) or Section 1.4(b)(i), the Award Recipient receives a number of shares of Common Stock in excess of the number of Performance-Based RSUs granted under either such section (the “Additional Shares”), the Award Recipient also shall be entitled to receive, simultaneous with the issuance of the Additional Shares, all dividends and distributions, whether payable in cash or Common Stock, that were payable during the Vesting Period and that the Award Recipient would have received had he owned the Additional Shares on the applicable record date for such dividend or distribution.  




		 


		

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				 2.2
			Issuance of Shares of Common Stock.  As soon as practicable following the date any Performance-Based RSUs vest under this Agreement, but no later than 30 days after such date, the number of shares of Common Stock to which the Award Recipient is entitled under this Agreement, rounded to the next whole share, shall be transferred to the Award Recipient or his nominee via book entry or, upon the Award Recipient’s request, ISH shall cause a stock certificate to be issued in the name of the Award Recipient or his nominee.  Upon issuance of such shares, the Award Recipient is free to hold or dispose of such shares, subject to applicable securities laws and any internal Company policy then in effect and applicable to the Award Recipient, including, but not limited to, ISH’s Insider Trading Policy and Executive Stock Ownership Guidelines.  Notwithstanding anything in this Agreement to the contrary, no fractional shares shall be issued in settlement of any Performance-Based RSUs granted hereunder.




			
	
			
				 2.3
			Additional Conditions to Issuance of Shares.  Anything in this Agreement to the contrary notwithstanding, if, at any time prior to the vesting or settlement of the Performance-Based RSUs granted hereby, the Company further determines, in its sole discretion, that the listing, registration, or qualification (or any updating of any such document) of the shares of Common Stock issuable pursuant hereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in whole or in part, or the restrictions thereon removed, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.  The Company agrees to use commercially reasonable efforts to issue all shares of Common Stock issuable hereunder on the terms provided herein.




			
	
			
				III.
			
Defined Terms




		
			The definition of all capitalized terms used herein and not otherwise defined herein shall be as provided in the Plan.
		

			
	
			
				IV.
			
Recoupment Policy




		
			This Award is subject to (1) any recoupment of compensation, or “clawback,” policies that (a) the Company has in place as of the Date of Grant or (b) apply to the Award Recipient under federal securities laws as in effect on the Date of Grant and (2) any such policies that the Company may adopt in order to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any resulting rules issued by the Securities and Exchange Commission or the national securities exchange on which the Common Stock trades.  All determinations regarding the applicability of these provisions to this Award shall be in the discretion of the Committee. 
		

		 


		

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				V.
			
Withholding Taxes




		
			At any time that the Award Recipient is required to pay to the Company an amount required to be withheld under the applicable employment and income tax laws in connection with the vesting and payout of the Performance-Based RSUs, the Award Recipient must deliver to ISH the amount of withholding required by law.  With respect to any required income tax withholding, the Award Recipient shall have the right to fully satisfy this tax withholding obligation by requesting ISH to withhold, from the shares the Award Recipient otherwise would receive upon vesting of the Performance-Based RSUs, that number of shares of Common Stock having an aggregate value (as determined under the Plan) equal to the minimum amount required to be withheld; provided, however, that to prevent the issuance of fractional shares and the under-withholding of taxes, the Award Recipient agrees that the number of shares withheld shall be rounded up to the next whole number of shares.  The Committee does not have the right to disapprove of an election by the Award Recipient to have shares withheld in satisfaction of the withholding tax obligation.  With respect to applicable employment taxes, the Award Recipient expressly agrees that unless he has delivered such amount to the Company, the Company has the right to withhold such amount from any other amounts payable to the Award Recipient by the Company.  
		

			
	
			
				VI.
			
No Contract of Employment Intended




		
			Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the employment of the Company, or to interfere in any way with the right of the Company to terminate the Award Recipient’s employment relationship with the Company at any time.
		

			
	
			
				VII.
			
Binding Effect




		
			This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, and successors.
		

			
	
			
				VIII.
			
Inconsistent Provisions




		
			The Performance-Based RSUs granted hereby are subject to the provisions of the Plan, as in effect on the date hereof and as it may be amended.  In the event any provision of this Agreement conflicts with such a provision of the Plan, the Plan provision shall control, except with regard to the limitations on the Committee’s discretion as provided in the second sentence of Section 12.1 of this Agreement.  The Award Recipient acknowledges that a copy of the Plan and the Plan prospectus was distributed to the Award Recipient and that the Award Recipient was advised to review such documents prior to entering into this Agreement.  The Award Recipient waives the right to claim that the provisions of the Plan are not binding upon the Award Recipient and the Award Recipient’s heirs, executors, administrators, legal representatives, and successors.
		

		 


		

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				IX.
			
Attorneys’ Fees and Expenses




		
			Should any party to this Agreement retain counsel for the purpose of enforcing, or preventing the breach of, any provision of this Agreement, including but not limited to the institution of any action or proceeding in court (a) to enforce any provision of this Agreement, (b) to obtain monetary or liquidated damages for failure to perform under this Agreement, (c) for a declaration of such parties’ rights or obligations with respect to this Agreement, or (d) for any other judicial remedy, then the prevailing party shall be entitled to be reimbursed by the losing party for all costs and expenses incurred thereby, including, but not limited to, attorneys’ fees (including costs of appeal).  
		

			
	
			
				X.
			
Governing Law




		
			This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
		

			
	
			
				XI.
			
Severability




		
			If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall at any time or to any extent be invalid, illegal or unenforceable in any respect as written, the Award Recipient and the Company intend for any court construing this Agreement to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law.  Any such provision that is not susceptible of such reformation shall be ignored so as to not affect any other term or provision hereof, and the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
		

			
	
			
				XII.
			
Amendment, Modification, and Termination; Entire Agreement




			
	
			
				 12.1
			The Committee may amend, modify, or terminate any Performance-Based RSUs at any time prior to vesting in any manner not inconsistent with the terms of the Plan and this Agreement.  If some or all of the Performance-Based RSUs granted under this Agreement are intended to qualify as performance-based compensation under Section 162(m) of the Code, the Committee may not use its discretion to increase the compensation payable to the Award Recipient hereunder in violation of the “performance-based compensation” requirements of Section 162(m) of the Code.  Notwithstanding the foregoing, no amendment, modification, or termination may materially impair the rights of an Award Recipient hereunder without the written consent of the Award Recipient.




			
	
			
				 12.2
			The Plan and this Agreement contain the entire agreement between the parties with respect to the subject matter contained herein.  Any oral or written agreements, representations, warranties, written inducements, or other communications with respect to the 
		

		 


		

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			subject matter contained herein made prior to the execution of the Agreement shall be void and ineffective for all purposes.




		
			By signature below, the Award Recipient represents that he is familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of those terms and provisions.  The Award Recipient has reviewed the Plan, this Agreement, and the related prospectus in their entirety and fully understands all provisions of each.  The Award Recipient agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.
		

		
			IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the day and year first above written.
		

		
			INTERNATIONAL SHIPHOLDING CORPORATION:
		

		
			 
		

		
			 
		

		
			By:
		

		
			Name:
		

		
			Title:
		

		
			 
		

		
			AWARD RECIPIENT:
		

		
			 
		

		
			 
		

		
			
		

		
			Name:
		

		
			 
		

		 


		

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