Exhibit 10.54


 


GENERAL MARITIME CORPORATION

RESTRICTED STOCK AGREEMENT


 


THIS AGREEMENT, made as of this 12 day of November 2003, between
GENERAL MARITIME CORPORATION (the “Company”) and Steinar Ropeid (the “Participant”).


 


WHEREAS, the Company has adopted and maintains the General
Maritime Corporation 2001 Stock Incentive Plan (as amended and restated,
effective December 12, 2002) (the “Plan”) to provide certain key persons, on
whose initiative and efforts the successful conduct of the business of the
Company depends, and who are responsible for the management, growth and
protection of the business of the Company, with incentives to: (a) enter into
and remain in the service of the Company, a Company subsidiary or a Company
joint venture, (b) acquire a proprietary interest in the success of the
Company, (c) maximize their performance, and (d) enhance the long-term
performance of the Company (whether directly or indirectly through enhancing
the long-term performance of a Company subsidiary or a Company joint venture);


 


WHEREAS, the Plan provides that the Compensation Committee (the
“Committee”) of the Board of Directors (or the Board of Directors if it so
elects) shall administer the Plan and determine the key persons to whom awards
shall be granted and the amount and type of such awards; and


 


WHEREAS, the Board of Directors has determined that the
purposes of the Plan would, be furthered by granting the Participant an award
under the Plan as set forth in this Agreement;


 


NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:


 


1.                                       Grant
of Restricted Stock.  Pursuant to,
and subject to, the terms and conditions set forth herein and in the Plan, the
Board of Directors hereby grants to the Participant 5,000 shares of restricted
stock of the Company (the “Shares”).


 


2.                                       Certificate.  Promptly after the execution of this
Agreement, a certificate representing the number of Shares shall be registered
in the Participant’s name but shall be held by the Company for the account of
the Participant subject to the terms and conditions of this Agreement. The
Shares shall be issued from the Company’s common stock reserved for issuance
pursuant to the Plan.


 


3.                                       Vesting
Schedule.  The Shares shall be
subject to the restrictions described in Section 4 below (the “Restrictions”).
The Restrictions shall lapse with respect to 25% of the Shares on November 12,
2004 and each of the three anniversaries thereafter, conditioned upon the
Participant’s continued employment with the Company from the date of this
Agreement until the date such Restrictions lapse (the “Restricted Period”). In
the event the Participant’s employment with the Company terminates for any
reason before the end of the Restricted Period, the Participant shall forfeit
all rights to the Shares.


 


4.                                       Restrictions.  The Participant shall have the right to
receive dividends and the right to vote the Shares, subject to the following
restrictions: (a) the Participant shall not be entitled to delivery of the
stock certificate until the expiration of the Restricted Period; (b) none of
the Shares may be sold, transferred, assigned, pledged, or otherwise encumbered
or disposed of during the Restricted Period.


 


5.                                       Changes
in Stock.  In the event of any change
in the Company’s common stock through the declaration of extraordinary
dividends, stock dividends, recapitalization, stock splits, or combinations or
exchanges of Common Stock, or in the event of a sale of all or substantially
all of the assets of the Company or the merger or consolidation of the Company
with or into another corporation, or in the event of other similar
transactions, there shall be an appropriate adjustment to the number of Shares
and, if applicable, to the price thereof.


 


6.                                       Taxes.  The Participant shall be liable for any and
all taxes, including withholding taxes, arising out of this Agreement. The
Participant may elect to satisfy applicable withholding tax obligations by
having the Company retain Shares having a Fair Market Value equal to the
Company’s minimum withholding obligation.


 





















 


7.                                       Miscellaneous.


 


(a)                                  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and the successors and assigns of the Company and the heirs and personal
representatives of the Participant.


 


(b)                                 This
Agreement shall be governed by the laws of the State of New York applicable to
agreements made and to be performed entirely within such State.


 


(c)                                  This
Agreement may not be altered, modified, changed or discharged, except by a writing
signed by or on behalf of both the Company and the Participant.


 


(d)                                 Neither
the Plan nor this Agreement nor any provisions under either shall be construed
so as to grant the Participant any right to remain in the employ of the
Company.


 


IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its duly authorized officer, and the Participant has hereunto
signed this Agreement on his own behalf, thereby representing that he has
carefully read and understands this Agreement and the Plan as of the day and
year first written above.


 


 


	
   

  	
    GENERAL
  MARITIME CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
    /s/ John C.
  Georgiopoulos

  
	
   

  	
   

  	
   

  
	
   

  	
    Name:

  	
    John C.
  Georgiopoulos

  
	
   

  	
   

  	
   

  
	
   

  	
    Title:

  	
    Chief
  Administrative Officer

  
	
   

  	
   

  	
    Corporate
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Steinar
  Ropeid

  
	
   

  	
    Steinar
  Ropeid

  



 


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