Unassociated Document

0001193805-10-002022.txt : 20100727 0001193805-10-002022.hdr.sgml : 20100727 20100727172735 ACCESSION NUMBER: 0001193805-10-002022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100727 DATE AS OF CHANGE: 20100727 GROUP MEMBERS: LAURENCE S. LEVY GROUP MEMBERS: RAND MANAGEMENT LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVY LAURENCE S CENTRAL INDEX KEY: 0001200822 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O HYDE PARK HOLDINGS INC STREET 2: 461 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rand Logistics, Inc. CENTRAL INDEX KEY: 0001294250 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 201195343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80134 FILM NUMBER: 10972413 BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition CORP DATE OF NAME CHANGE: 20040618 FORMER COMPANY: FORMER CONFORMED NAME: Grand Slam Acquisition CORP DATE OF NAME CHANGE: 20040617 SC 13D/A 1 e607319_sc13da-levy.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Rand Logistics, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

752182105

(CUSIP Number)

Todd Emmerman, Esq.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, NY 10022

(212) 940-8873

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 24, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨

Note: Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 752182105

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Laurence S. Levy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY:
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 1,140,134 shares
	8	SHARED VOTING POWER: 0 shares
	9	SOLE DISPOSITIVE POWER: 1,140,134 shares
	10	SHARED DISPOSITIVE POWER: 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,140,134 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.39%
14	TYPE OF REPORTING PERSON IN

Page 2 of 7

SCHEDULE 13D

CUSIP No. 752182105

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rand Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY:
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 789,694 shares
	8	SHARED VOTING POWER: 0 shares
	9	SOLE DISPOSITIVE POWER: 789,694 shares
	10	SHARED DISPOSITIVE POWER: 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 789,694 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.87%
14	TYPE OF REPORTING PERSON OO

Page 3 of 7

SCHEDULE 13D

Item 1. Security and Issuer.

This Amendment No. 2 amends the Schedule 13D filed with the SEC on March 30, 2006, as amended by Amendment No. 1 on November 14, 2008 (collectively, the “Schedule 13D”). Except as specifically amended hereby, the Schedule 13D remains in full force and effect.

Item 3. Source and Amount of Funds or Other Consideration.

Section (i) of Item 3 is hereby amended by adding the following after the final paragraph thereof:

Mr. Levy acquired (i) 30,000 shares of Common Stock in a privately negotiated transaction on September 9, 2009 for an aggregate purchase price of $94,500 and (ii) 7,500 shares of Common Stock in open market transactions on March 9, 2010 for an aggregate purchase price of $33,217.44.

On November 16, 2009, the Company granted Mr. Levy 48,970 shares of Common Stock in lieu of payment in cash of one-half of Mr. Levy’s salary for the fiscal year ended March 31, 2010, or approximately $154,500. The Company also granted Mr. Levy 49,460 shares of Common Stock pursuant to a Restricted Share Award Agreement, dated as of February 24, 2010.

The Company also granted Mr. Levy options to purchase shares of Common Stock on each of February 15, 2008 and July 22, 2008. As such, Mr. Levy beneficially owns 137,118 shares of Common Stock that are issuable upon the exercise of stock options that are presently exercisable or exercisable within 60 days of the date hereof. Such options are described in further detail in Item 6 below.

Item 5. Interest in Securities of the Issuer.

Sections (a) and (b) of Item 5 are hereby amended and restated to read as follows:

(a) (i) Mr. Levy beneficially owns 1,140,134 shares of Common Stock, comprised of 789,694 shares of Common Stock that are held by Management, the sole member of which is a trust of which Mr. Levy is Trustee, 213,322 shares of Common Stock held directly by Mr. Levy and 137,118 shares that are issuable upon the exercise by Mr. Levy of stock options that are presently exercisable or exercisable within 60 days of the date hereof. Such shares constitute approximately 8.39% of the shares of Common Stock outstanding.

(ii) Management beneficially owns 789,694 shares of Common Stock, constituting approximately 5.87% of the shares of Common Stock outstanding.

(b) (i) Mr. Levy has sole voting and dispositive power over the 213,322 shares of Common Stock he owns directly and 137,118 shares that are issuable upon the exercise by Mr. Levy of stock options that are presently exercisable or exercisable within 60 days of the date hereof.

Page 4 of 7

(ii) Management has sole voting and dispositive power over the 789,694 shares owned by it, which power is exercisable by Mr. Levy as Trustee of Management’s sole member.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following after the final paragraph thereof:

The options to purchase shares of Common Stock (the “Stock Options”) referenced in Item 3 above are each governed by Non-Qualified Stock Option Agreements (the “Option Agreements”), each dated as of their respective grant date. The Stock Options vest in equal amounts on each of the first three anniversaries of their respective grant dates and expire on the tenth anniversary of their respective grant dates.

The Option Agreements provide that if Mr. Levy’s employment with the Company is terminated for any reason, all unvested options shall be forfeited and cancelled by the Company. If Mr. Levy’s employment with the Company is terminated for any reason other than death or disability, Mr. Levy may exercise the vested portion of such Stock Options for a period of ninety days following his termination. If Mr. Levy’s employment is terminated due to death or disability, 100% of such Stock Option shall immediately vest and Mr. Levy’s estate, designated beneficiary or other legal representative may exercise such Stock Option within one year following such termination, but not beyond the expiration of such Stock Option. The Company’s board of directors or compensation committee may determi ne that all or any portion of each Stock Option, to the extent exercisable prior to Mr. Levy’s termination of employment, shall remain exercisable for an additional period of time following the limits set forth above. In the event of a “change of control” of the Company (as such term is defined in the Option Agreements), the Stock Options shall become fully exercisable. Copies of the Option Agreements are attached hereto as Exhibits 7 and 8 and are incorporated by reference herein.

The Common Stock (the “Restricted Shares”) granted pursuant to the Restricted Stock Award Agreement (the “Award Agreement”) described in Item 3 vest and become freely tradable in amounts equal to 1/3 of such award on each of the first three anniversaries of their grant.

If Mr. Levy’s employment with the Company is terminated for "cause" as defined in the Award Agreement, or Mr. Levy terminates his employment with the Company without "good reason" as defined in the Award Agreement, any Restricted Shares not vested prior to the date of any such termination shall immediately be canceled, with any rights or interests in and with respect to such Restricted Shares forfeited. The compensation committee of the Company’s board of directors may, at its sole discretion, determine prior to or within ninety days after the date of any such termination that all or a portion of such unvested Restricted Shares shall not be so canceled and forfe ited.

If Mr. Levy's employment with the Company is terminated by the Company without cause, by Mr. Levy for good reason, or as a result of death or permanent disability, 100% of the Restricted Shares awarded pursuant to the Award Agreement shall become fully vested as of the date of such termination.

Page 5 of 7

In the event of a "change of control" of the Company as defined in the Award Agreement, all restrictions, terms and conditions applicable to the Restricted Shares shall be deemed lapsed and satisfied as of the date of such change of control. A copy of the Award Agreement is attached hereto as Exhibit 9 and is incorporated by reference herein.

The Stock Options and the Restricted Shares were granted pursuant to the Company’s 2007 Long-Term Incentive Plan, a copy of which is attached hereto as Exhibit 10 and is incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit 7. Non-Qualified Stock Option Agreement by and between Rand Logistics, Inc. and Laurence S. Levy, dated February 15, 2008.*

Exhibit 8. Non-Qualified Stock Option Agreement by and between Rand Logistics, Inc. and Laurence S. Levy, dated July 22, 2008.*

Exhibit 9. Restricted Share Award Agreement, by and between Rand Logistics, Inc. and Laurence S. Levy, dated February 24, 2010.*

Exhibit 10. Rand Logistics, Inc. 2007 Long-Term Incentive Plan, filed as Exhibit A to the Company’s Proxy Statement for the Annual Meeting of Stockholders held on September 11, 2007, filed with the Securities and Exchange Commission on July 30, 2007.

*Filed herewith.

Page 6 of 7

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 27, 2010

		/s/ Laurence S. Levy
		Laurence S. Levy


		RAND MANAGEMENT LLC By: Laurence Levy Irrevocable Trust, as sole member

		/s/ Laurence S. Levy
		By: Laurence S. Levy Title: Trustee

Page 7 of 7

EX-99.7 2 e607319_ex99-7.htm Unassociated Document

NON-QUALIFIED STOCK OPTION AGREEMENT

pursuant to the

RAND LOGISTICS, INC.

2007 LONG-TERM INCENTIVE PLAN

* * * * *

Optionee: Laurence S. Levy

Grant Date: February 15, 2008

Per Share Exercise Price: $5.81

Number of Option Shares subject to this Option: 104,255

* * * * *

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Rand Logistics, Inc., a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the Rand Logistics, Inc. 2007 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”); and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the non-qualified stock option provided for herein to the Optionee.

NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the option hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto under the Plan. The Optionee hereby acknowledges receipt of a true copy of the Plan and that the Optionee has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Option. The Company hereby grants to the Optionee, as of the Grant Date specified above, a non-qualified stock option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above the aggregate number of shares of the Common Stock specified above (the “Option Shares”). This Option is not to be treated as (and is not intended to qualify as) an incentive stock option within the meaning of Section 422 of the Code.

3. No Dividends Equivalents. The Optionee shall not be entitled to receive a cash payment in respect of the Option Shares underlying this Option on any dividend payment date for the Common Stock.

4. Exercise of this Option.

4.1 This Option shall become exercisable as follows:

33 1/3%, on the first anniversary of the Grant Date, provided the Optionee is then employed by or performing services at such time for the Company and/or one of its Subsidiaries;

66 2/3%, on the second anniversary of the Grant Date, provided the Optionee is then employed by or performing services at such time for the Company and/or one of its Subsidiaries; and

100%, on the third anniversary of the Grant Date, provided the Optionee is then employed by or performing services at such time for the Company and/or one of its Subsidiaries.

4.2 Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, this Option shall expire and shall no longer be exercisable after the expiration of ten years from the Grant Date (the “Option Period”).

4.3 In no event shall this Option be exercisable for a fractional share of Common Stock.

4.4 Upon an Optionee’s death or disability (as determined under the Company’s long-term disability plan), this Option shall become 100% exercisable under this Agreement as of such date.

- 2 - -

5. Method of Exercise and Payment. This Option shall be exercised by the Optionee by delivering to the Secretary of the Company or his designated agent on any business day (the “Exercise Date”) a written notice, in such manner and form as may be required by the Company, specifying the number of the Option Shares the Optionee then desires to acquire (the “Exercise Notice”). The Exercise Notice shall be accompanied by payment of the aggregate Per Share Exercise Price for such number of the Option Shares to be acquired upon such exercise. Such payment shall be made in the manner set forth in Section 6.5 of the Plan.

6. Termination.

6.1 If the Optionee's employment with the Company and/or one of its Subsidiaries terminates for any reason, any then unexercisable portion of this Option shall be forfeited and cancelled by the Company.

6.2 If the Optionee’s employment with the Company and/or its Subsidiaries terminates for any reason other than due to the Optionee's death or disability (as defined and determined by the Company), the Optionee’s rights, if any, to exercise any then exercisable portion of this Option, shall terminate ninety (90) days after the date of such termination, but not beyond the expiration of the Option Period, and thereafter such Option shall be forfeited and cancelled by the Company.

6.3 If Optionee's termination of employment with the Company and/or its Subsidiaries is due to the Optionee's death or disability, the Optionee (or the Optionee's estate, designated beneficiary or other legal representative, as the case may be and as determined by the Committee) shall have the right to exercise this Option at any time within the one (1) year period following such termination due to death or disability, but not beyond the expiration of the Option Period, and thereafter such Option shall be forfeited and cancelled by the Company.

6.4 The Board or the Committee, in its sole discretion, may determine that all or any portion of this Option, to the extent exercisable immediately prior to the Optionee's termination of employment with the Company and/or its Subsidiaries for any reason, may remain exercisable for an additional specified time period after the period specified above in this Section 6 expires (subject to any other applicable terms and provisions of the Plan and this Agreement), but not beyond the expiration of the Option Period.

6.5 If the Optionee's employer ceases to be a Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 6.2 above.

7. Change of Control.

7.1 In the event of a Change of Control, this option shall become fully exercisable.

7.2 "Change of Control" shall mean (A) the consummation of a merger, reorganization, consolidation or other transaction involving the Company, or sale of voting stock by the shareholders of the Company, in each case following which the holders of voting stock of the Company immediately prior to the consummation of such transaction do not hold at least 50.1% of the voting stock of the surviving entity, (B) the sale of all or substantially all the assets of the Company, or (C) a series of related transactions which has the effects referred to in clause (A) or (B) of this sentence.

- 3 - -

8. Transferability.

8.1 Except as provided in Section 8.2, this Option, and any rights or interests therein, shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Optionee (or any beneficiary(ies) of the Optionee), other than by testamentary disposition by the Optionee or the laws of descent and distribution. This Option shall not be pledged, encumbered or otherwise hypothecated in any way at any time by the Optionee (or any beneficiary(ies) of the Optionee) and shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of or hypothecate this Option, or the levy of any execution, attachment or similar legal process upon this Option, contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal force or effect. This Option shall be exercisable during the Optionee’s lifetime only by the Optionee.

8.2 During the Optionee's lifetime, the Optionee may, with the consent of the Committee, transfer without consideration all or any portion of this Option to one or more members of his or her Immediate Family, to a trust established for the exclusive benefit of one or more members of his or her Immediate Family, to a partnership in which all the partners are members of his or her Immediate Family, or to a limited liability company in which all the members are members of his or her Immediate Family. For purposes of this Agreement, "Immediate Family" means the Optionee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brothers and half-sisters), in-laws, and all such relationships arising because of legal adoption; provided, however, that any such Immediate Family, and any such trust, partnership and limited liability company, shall agree to be and shall be bound by the terms and provisions of the Plan, and by the terms and provisions of any applicable outstanding award agreements or other agreements covering the Options or the shares subject to the Options.

9. Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Board or the Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan; provided, however, that no such modification or amendment shall materially adversely affect the rights of the Optionee under this Option without the consent of the Optionee. The Company shall give written notice to the Optionee of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof. This Agreement may also be modified or amended by a writing signed by both the Company and the Optionee.

10. Notices. Any Exercise Notice or other notice which may be required or permitted under this Agreement shall be in writing, and shall be delivered in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows.

- 4 - -

10.1 If such notice is to the Company, to the attention of the Secretary of Rand Logistics, Inc., 461 Fifth Avenue, 25th Floor, New York, New York 10017 or at such other address as the Company, by notice to the Optionee, shall designate in writing from time to time.

10.2 If such notice is to the Optionee, at his or her address as shown on the Company’s records, or at such other address as the Optionee, by notice to the Company, shall designate in writing from time to time.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

12. Compliance with Laws. The issuance of this Option (and the Option Shares upon exercise of this Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.

13. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Optionee shall not assign any part of this Agreement without the prior express written consent of the Company.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

15. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

16. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

17. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

- 5 - -

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Optionee has hereunto set his hand, all as of the Grant Date specified above.

RAND LOGISTICS, INC.

By:	/s/ Edward Levy
	Name:	Edward Levy
	Title:	President


/s/ Laurence S. Levy
Laurence S. Levy

- 6 - -

EX-99.8 3 e607319_ex99-8.htm Unassociated Document

NON-QUALIFIED STOCK OPTION AGREEMENT

pursuant to the

RAND LOGISTICS, INC.

2007 LONG-TERM INCENTIVE PLAN

* * * * *

Optionee: Laurence S. Levy

Grant Date: July 22, 2008

Per Share Exercise Price: $5.50

Number of Option Shares subject to this Option: 101,420

* * * * *

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the non-qualified stock option provided for herein to the Optionee.

3. No Dividends Equivalents. The Optionee shall not be entitled to receive a cash payment in respect of the Option Shares underlying this Option on any dividend payment date for the Common Stock.

4. Exercise of this Option.

4.1 This Option shall become exercisable as follows:

33 1/3%, on the first anniversary of the Grant Date, provided the Optionee is then employed by or performing services at such time for the Company and/or one of its Subsidiaries;

66 2/3%, on the second anniversary of the Grant Date, provided the Optionee is then employed by or performing services at such time for the Company and/or one of its Subsidiaries; and

100%, on the third anniversary of the Grant Date, provided the Optionee is then employed by or performing services at such time for the Company and/or one of its Subsidiaries.

4.3 In no event shall this Option be exercisable for a fractional share of Common Stock.

4.4 Upon an Optionee’s death or disability (as determined under the Company’s long-term disability plan), this Option shall become 100% exercisable under this Agreement as of such date.

- 2 - -

6. Termination.

6.5 If the Optionee's employer ceases to be a Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 6.2 above.

7. Change of Control.

7.1 In the event of a Change of Control, this option shall become fully exercisable.

- 3 - -

8. Transferability.

- 4 - -

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

15. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

- 5 - -

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Optionee has hereunto set his hand, all as of the Grant Date specified above.

RAND LOGISTICS, INC.

By:	/s/ Joseph W. McHugh, Jr.
	Name:	Joseph W. McHugh, Jr.
	Title:	Chief Financial Officer


/s/ Laurence S. Levy
Laurence S. Levy

- 6 - -

EX-99.9 4 e607319_ex99-9.htm Unassociated Document

RAND LOGISTICS, INC.

RESTRICTED SHARE AWARD AGREEMENT

* * * * *

Participant:

Grant Date:

Number of

Restricted Shares granted:

Laurence Levy

February 24, 2010

88,320

* * * * *

THIS AWARD AGREEMENT (this "Agreement"), dated as of the Grant Date specified above, is entered into by and between Rand Logistics, Inc., a Delaware corporation (the "Company"), and the Participant specified above;

WHEREAS, it has been determined by the Company’s Compensation Committee (the “Committee”) that it would be in the best interests of the Company to grant the Restricted Shares provided herein to the Participant pursuant to the Company’s 2007 Long-Term Incentive Plan (the “Plan”); and

1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the Restricted Shares hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto under the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully under stands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Restricted Share Award. The Company hereby grants to the Participant, as of the Grant Date specified above, an award of the number of shares of the Company’s Common Stock specified above, subject to the terms and conditions contained in this Agreement (the “Restricted Shares”). The Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s stockholder interest in the Company for any reason.

3. Vesting.

3.1 The Restricted Shares subject to this grant shall become unrestricted and vested as follows:

•

44% on the Grant Date (the “Withheld Shares”);

•

62.7% on February 24, 2011 (including any amount previously vested), provided the Participant is then employed by the Company and/or one of its Subsidiaries;

•

81.3% on February 24, 2012 (including any amount previously vested), provided the Participant is then employed by the Company and/or one of its Subsidiaries; and

•

100% on February 24, 2013, provided the Participant is then employed by the Company and/or one of its Subsidiaries.

3.2 If the Participant’s employment with the Company and/or its subsidiaries terminates as a result of (i) the Company terminating the Participant’s employment for Cause (as defined below) or (ii) the Participant terminating his employment without Good Reason (as defined below), in each case, prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, then such unvested Restricted Shares shall immediately be cancelled and the Participant shall forfeit any rights or interests in and with respect to any such unvested Restricted Shares. The Committee may, in its sole discretion, determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited.

3.3 If the Participant’s employment with the Company and/or its subsidiaries terminates for any reason other than by the Company for Cause or by the Participant without Good Reason (i.e., death, permanent disability, by the Company without Cause, by Participant for Good Reason), then the Participant shall become 100% vested in the Restricted Shares awarded under this Agreement as of the date of any such termination.

3.4 In the event of a Change of Control (as defined below), all restrictions, terms and conditions applicable to the Restricted Shares shall be deemed lapsed and satisfied as of the date of the Change of Control.

3.5 For purposes of this Agreement:

(a) “Cause” shall mean

(i)

the Participant’s conviction of a criminal offence involving fraud, larceny, misappropriation of funds, embezzlement or dishonesty;

(ii)

receipt by or on behalf of Participant or any member of Participant’s immediate family of any personal profit arising out of or in connection with a transaction to which the Company or any affiliate of the Company is party without making full prior disclosure to the Company or such affiliate;

(iii)

any misfeasance, nonfeasance or malfeasance by Participant which causes material harm to the Company or an affiliate;

(iv)

the Participant’s failure to follow and carry out the lawful instructions of his superior;

(v)

the Participant having been under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) or alcohol during the performance of his duties (it being understood that Participant may attend industry functions at which alcohol will be consumed), or while otherwise under the influence of drugs or alcohol the Participant having engaged in inappropriate conduct; or

(vi)

the Participant having engaged in behavior that would constitute grounds for liability for sexual harassment or discrimination.

(b) “Change of Control” shall mean (A) the consummation of a merger, reorganization, consolidation or other transaction involving the Company, or sale of voting stock by the shareholders of the Company, in each case following which the holders of voting stock of the Company immediately prior to the consummation of such transaction do not hold at least 50.1% of the voting stock of the surviving entity, (B) the sale of all or substantially all the assets of the Company, or (C) a series of related transactions which has the effects referred to in clause (A) or (B) of this sentence.

(c) "Good Reason" shall mean the material diminution of the Participant’s titles, duties and authorities or the Company assigning to the Participant duties or responsibilities inconsistent with or inappropriate for his position with the Company, in each case, without the Participant’s written consent and after notice to the Company of, and reasonable opportunity for the Company to cure, such alleged Good Reason;

4. Non-transferability. Prior to the vesting of the Restricted Shares, no voluntary or involuntary sale, transfer, pledge, encumbrance or other disposition or hypothecation of Restricted Shares after issuance thereof to the Participant (or of any shares subsequently issued in respect of such shares, whether as a stock dividend or otherwise), shall or may, be made or suffered by the Participant or such Participant’s estate, designated beneficiary or other legal representative. Following the vesting of the Restricted Shares, the shares may be transferred, sold, pledged, hypothecated or encumbered in accordance with all applicable federal and state securities laws and the rules and r egulations thereunder.

5. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

5.1 If such notice is to the Company, to the attention of the Secretary of Rand Logistics, Inc., 461 Fifth Avenue, 25th Floor, New York, New York, 10017, or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

5.2 If such notice is to the Participant, at his or her address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

7. Compliance with Laws. The issuance of the Restricted Shares or Common Stock pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Shares or Common Stock pursuant to this Agreement if such issuance would violate any such requirements.

8. Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. This Agreement may only be modified or amended by a writing signed by both the Company and the Participant.

9. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express written consent of the Company.

10. Tax Withholding. The Participant has informed the Company that he intends to make an 83(b) election with respect to the Restricted Shares. The Participant and the Company hereby agree that the Company shall withhold the Withheld Shares to satisfy its tax withholding requirements.

11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

12. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

13. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated thereunder.

14. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his hand, all as of the Grant Date specified above.

RAND LOGISTICS, INC.

By:	/s/ Joseph W. McHugh, Jr.
	Name:	Joseph W. McHugh, Jr.
	Title:	Chief Financial Officer


/s/ Laurence Levy
Laurence Levy

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