Common use of Performance-Based Restricted Stock Clause in Contracts

Performance-Based Restricted Stock. At the effective time, each Eagle performance-based restricted share outstanding as of immediately prior to the effective time of the merger, will be cancelled and converted into Star Bulk restricted shares with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle performance-based restricted share based on the actual level of performance achieved as of the end of the applicable performance period or, if the effective time of the merger occurs prior to the end of the applicable performance period, then the actual level of performance achieved as of immediately prior to the effective time of the merger, in each case as determined by the Eagle Board in accordance with the applicable plans and agreements (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle performance-based restricted share), and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle performance-based restricted share immediately prior to the effective time of the merger (except that such Star Bulk Restricted Share will no longer be subject to performance-based vesting conditions and except for any ministerial changes).

Performance-Based Restricted Stock. At the effective time, each Eagle performance-based restricted share outstanding as of immediately prior to the effective time of the merger, merger will be cancelled and converted into Star Bulk restricted shares with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle performance-based restricted share based on the actual level of performance achieved as of the end of the applicable performance period or, if the effective time of the merger occurs prior to the end of the applicable performance period, then the actual level of performance achieved as of immediately prior to the effective time of the merger, in each case as determined by the Eagle Board in accordance with the applicable plans and agreements (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle performance-based restricted share), and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle performance-based restricted share immediately prior to the effective time of the merger (except that such Star Bulk Restricted Share will no longer be subject to performance-based vesting conditions and except for any ministerial changes).