This excerpt taken from the DRYS 6-K filed Jan 24, 2008.
Grant of Phantom Stock Units
Phantom Stock Unit Grants. The Administrator may grant phantom stock units to such Key Persons, in such amounts, and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. Each phantom stock unit shall represent a notional share of Common Stock. No grantee of a phantom stock unit shall have any rights of stockholder of the Company with respect to such Award unless and until the Award is cancelled in exchange for shares of Common Stock, which issuance of shares shall be subject to Sections 3.2, 3.4 and 3.13. Holders of phantom stock units shall not (i) be entitled to any voting rights with respect to any phantom stock units and (ii) be entitled, by reason of holding any phantom stock unit, to any distributions payable to shareholders of Common Stock; provided, however, that the Administrator may provide that the phantom stock unit shall be entitled to receive dividend equivalent rights, on such terms and conditions as the Administrator shall determine. The Administrator may determine that the phantom stock unit may be cancelled on such terms and conditions as set forth in the applicable Award Agreement, including (1) for no payment, (2) in exchange for a cash payment or (3) in exchange for shares of Common Stock.
Other Provisions. Phantom stock units may be made independently of or in connection with any other Award under the Plan. A grantee of a phantom stock unit Award shall have no rights with respect to such Award unless such grantee accepts the Award within such period as the Administrator shall specify by accepting delivery of a phantom stock unit Award Agreement in such form as the Administrator shall determine.
Nontransferability. Phantom stock units may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable phantom stock unit Award Agreement.
Grants to U.S. Taxpayers. No grant of a phantom stock unit Award to an individual who is then subject to the requirements of Section 409A of the Code shall be made under the Plan unless the Award, by its terms, is exempt from Section 409A of the Code or otherwise complies with Section 409A.