Exhibit 10.55


 


GENERAL MARITIME CORPORATION

RESTRICTED STOCK AGREEMENT


 


THIS AGREEMENT, made as of this 12 day of November 2003, between GENERAL MARITIME
CORPORATION (the “Company”) and Brian Kerr (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/ Brian Kerr

  
	
   

  	
    Brian Kerr

  



 


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