Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2021, Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”), and its subsidiary, Eagle Shipping International (USA) LLC, a Marshall Islands limited liability company (“Eagle Shipping”), entered into a new employment agreement (the “Amended Employment Agreement”) with Gary Vogel, the Company’s Chief Executive Officer, which amended Mr. Vogel’s prior employment agreement, dated as of July 6, 2015, with the Company and Eagle Shipping (the “Prior Employment Agreement”). Pursuant to the Amended Employment Agreement, Mr. Vogel will receive an annual base salary of $695,000 (“Annual Base Salary”), which will be reviewed for increase at such time and in the manner as salaries of senior officers of the Company are reviewed generally.
During the term of Mr. Vogel’s employment, he will receive annual equity-incentive compensation with a target value of 175% of the Annual Base Salary, which will consist of the Company’s common stock with the terms thereof, including the type of award, vesting periods, and performance criteria, if any, being determined by the Compensation Committee, and subject to the terms and conditions set forth in the applicable plan and agreements as determined by the Compensation Committee (each such award, an “Equity Award”). Pursuant to the Amended Employment Agreement, if the Company terminates Mr. Vogel’s employment other than for cause, death or disability or Mr. Vogel's employment is terminated for good reason, then all unvested Equity Awards in the Company held by Mr. Vogel will vest and any performance criteria relating to an Equity Award will be deemed satisfied at the target level. Mr. Vogel’s will continue to receive other severance payments consistent with his Prior Employment Agreement, as well as be eligible for a discretionary cash bonus consistent with the terms of his Prior Employment Agreement. Other than set forth herein, Mr. Vogel’s Amended Employment Agreement is substantially similar to his Prior Employment Agreement.
The foregoing description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Employment Agreement, which is filed as Exhibit 10.1 hereto and are incorporated into this report by reference.