Attached files
| file | filename |
|---|---|
| 8-K - PRESS RELEASE 1/7/10 - TBS INTERNATIONAL LTD | press_release010710.htm |
| EX-10.1 - DEED POLL OF ASSUMPTION - TBS INTERNATIONAL LTD | ex_10-1.htm |
| EX-99.1 - PRESS RELEASE 1/7/10 - TBS INTERNATIONAL LTD | press_release0107.htm |
Exhibit
10.2
DATED January
7, 2010
TBS
INTERNATIONAL PUBLIC LIMITED COMPANY
______________________________________________________________
DEED
POLL OF ASSUMPTION
relating
to
TBS
International Amended and Restated 2005 Equity Incentive Plan
______________________________________________________________
DEED
POLL OF ASSUMPTION
OF
TBS
INTERNATIONAL PUBLIC LIMITED COMPANY
This Deed
Poll relating to the TBS International Amended and Restated 2005 Equity
Incentive Plan (the “Plan”) is made
on January 7, 2010 by TBS INTERNATIONAL PUBLIC LIMITED
COMPANY, a company established in Ireland with registered number 476578
having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2
(“TBS
Ireland”).
WHEREAS on December 11, 2009,
TBS International Limited, a company incorporated in Bermuda, received approval
from the Supreme Court of Bermuda for a scheme of arrangement pursuant to
section 99 of the Companies Act of 1981 under Bermuda law (the “Scheme of Arrangement”) that
effected a transaction that resulted in the Class A common shareholders and
Class B common shareholders of TBS International Limited becoming Class A
ordinary shareholders and Class B ordinary shareholders, respectively, of TBS
Ireland and TBS International Limited becoming a wholly-owned subsidiary of TBS
Ireland (the “Transaction”), such
Transaction becoming effective on January 7, 2010 upon the filing of the court
order sanctioning the Scheme of Arrangement with the Bermuda Registrar of
Companies;
WHEREAS in connection with and
contingent upon the consummation of the Transaction, TBS Ireland proposed to
assume the Plan and any outstanding awards issued thereunder (the “Assumption”);
WHEREAS in connection with and
contingent upon the consummation of the Transaction and the Assumption, TBS
Ireland adopted the Plan amended as necessary or appropriate to give effect to
the Transaction and the Assumption, such amendments principally providing (1)
for the appropriate substitution of TBS Ireland for TBS International Limited in
such plan; and (2) that ordinary shares of TBS Ireland will be issued, held
available or used, as appropriate, to measure benefits under such Plan, in lieu
of the common shares of TBS International Limited; and
WHEREAS as a result of the
Transaction becoming effective, TBS Ireland desires to assume sponsorship of the
Plan, the terms of which are contained in Schedule 1.
NOW
THIS DEED POLL WITNESSES AS FOLLOWS:
TBS
Ireland hereby declares, undertakes and agrees for the benefit of each
participant in the Plan that, with effect from January 7, 2010, it
shall:
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1.
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undertake
and discharge all of the rights and obligations of TBS International
Limited under the Plan;
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2.
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exercise
all of the powers of TBS International Limited as provided for in the
Plan;
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3.
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be
bound by the terms of the Plan so that TBS Ireland will be bound by the
requirements, without limitation, as in effect immediately prior to the
effective date of this Deed Poll, save for such changes as are necessary
to effectuate and reflect the assumption by TBS Ireland of the Plan and
the rights and obligations of TBS International Limited. thereunder;
and
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4.
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TBS
Ireland hereby assumes and adopts, for the time being, the form of
Agreement adopted by TBS International Limited for the issuance of Awards
on and after January 7, 2010, with such amendments and
modifications thereto as may be necessary or appropriate to effectuate and
reflect the assumption by TBS Ireland of the Plan and the form of
Agreement and the rights and obligations of TBS International Limited
thereunder.
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This Deed
Poll may be executed in any number of counterparts each of which when executed
and delivered shall be an original, but all the counterparts together shall
constitute one and the same instrument.
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This
Deed Poll shall be governed and construed in accordance with the laws of
Ireland.
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IN WITNESS WHEREOF this Deed
Poll has been executed by TBS Ireland on the date first above
written.
GIVEN
under the common seal of
TBS
INTERNATIONAL PUBLIC LIMITED COMPANY
/s/ Joseph E. Royce
Director:
Joseph E. Royce
/s/ Gregg L.
McNelis
Director:
Gregg L. McNelis