Exhibit 10.45


 


General Maritime Corporation


Restricted Stock Grant Agreement


 


THIS AGREEMENT, made as
of the 26th day of November 2002, between GENERAL MARITIME CORPORATION (the “Company”)
and John Tavlarios (the “Participant”).


 


WHEREAS, the Company has
adopted and maintains the General Maritime Corporation 2001 Stock Incentive
Plan (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 Committee
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 Committee hereby grants to the
Participant 125,000 restricted shares (the “Restricted Stock”) of common stock
of the Company, par value $0.01 per share (“Common Stock”).


 


2.                                       Grant
Date.  The Grant Date of the Restricted Stock is November 26,
2002.


 


3.                                       Incorporation
of Plan.  All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein.  If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the
Committee, shall govern.  Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such terms in the
Plan.


 


4.                                       Vesting.  Subject to the further provision of this
Agreement, the Restricted Stock shall vest on the earlier to occur of (the “Vesting
Date”):


 


(a)                                  November
26, 2009, the seventh anniversary of the Grant Date, and


 


(b)                                 the
occurrence of an event that causes a Change in Control, as defined in Section
3.8(a) of the Plan on the date hereof.


 


5.                                       Restrictions
on Transferability.  Until a share of
Restricted Stock vests, the Participant shall not transfer the Participant’s
rights to such share of Restricted Stock or to any rights related thereto.  Any attempt to transfer unvested shares of
Restricted Stock or any rights related thereto, whether by transfer, pledge, hypothecation
or otherwise and whether voluntary or involuntary, by operation of law or
otherwise, shall not vest the transferee with any interest or right in or with
respect to such shares of Restricted Stock or such related rights.


 





















 


6.                                       Termination
of Employment.


 


(a)                                  For
Cause/Without Good Reason.  In the
event that the Participant’s employment with the Company is terminated by the
Company for Cause or by the Participant without Good Reason prior to the
Vesting Date, all shares of Restricted Stock, together with any property in
respect of such shares held by the custodian pursuant to Section 9 hereof,
shall be forfeited as of the date of such termination of employment and the
Participant promptly shall return to the Company any certificates evidencing such
shares.


 


(b)                                 Without
Cause/For Good Reason.  In the event
that the Participant’s employment with the Company is terminated by the Company
without Cause or by the Participant with Good Reason prior to the Vesting Date,
a portion of the Restricted Stock shall become vested immediately prior to such
termination of employment and all other shares of Restricted Stock, which have
not become vested, together with any property in respect of such unvested
shares held by the custodian pursuant to Section 9 hereof, shall be forfeited
as of the date of such termination of employment and the Participant promptly
shall return to the Company any certificates evidencing such unvested
shares.  The number of shares to become
vested immediately prior to such termination of employment shall be equal to
125,000 multiplied by a fraction, the denominator of which is 84 and the
numerator of which is the number of completed months between the Grant Date and
the effective date of such termination of employment.


 


(c)                                  Termination
for Death or Disability.  In the
event that the Participant’s employment with the Company is terminated for
reason of the Participant’s death or Disability, all shares of Restricted Stock
shall become vested immediately prior to such termination of employment.


 


(d)                                 Definitions
of Certain Terms.  The terms “Cause”
and “Disability” shall have the meaning set forth in the most recent employment
agreement between the Participant and the Company or any of its affiliates
which employ Participant which defines such term as of the date of the
determination.  The term “Good Reason”
shall mean (i) the definition set forth in the most recent employment agreement
between the Participant and the Company or any of its affiliates which employ
Participant which defines such term as of the date of the determination, (ii)
any lowering of the Participant’s base salary and (iii) any other substantive
adverse change to the terms of Participant’s employment with the Company or its
affiliates, provided that in the case of (ii) and (iii) above the Participant
gives the Company written notice of such circumstance and 30 days in which to
cure the circumstance constituting Good Reason.


 


7.                                       Issuance
of Certificates.


 


(a)                                  Reasonably
promptly after the Grant Date, the Company shall issue and deliver to the
Participant stock certificates, registered in the name of the Participant,
evidencing the shares of Restricted Stock. 
Each such certificate may bear the following legend:


 


“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION
ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK
INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME
CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE.  NO TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND
RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE
SECRETARY OF GENERAL MARITIME CORPORATION.”


 


Such legend shall not be removed from such
certificates until such shares of Restricted Stock vest.


 


(b)                                 Reasonably
promptly after any such shares of Restricted Stock vest pursuant to Section 4
hereof, in exchange for the surrender to the Company of the certificates
evidencing such shares of Restricted Stock delivered to the Participant under
Section 7(a) hereof, the Company shall issue and deliver to the Participant (or
the Participant’s legal representative, beneficiary or heir) certificates
evidencing such shares of Restricted Stock, free of 


 


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the legend provided in
Section 7(a) hereof, together with any property in respect of such shares held
by the custodian pursuant to Section 9 hereof.


 


(c)                                  The
Company may require as a condition of the delivery of stock certificates
pursuant to Section 7(b) hereof that the Participant remit to the Company an
amount sufficient in the opinion of the Company to satisfy any federal, state
and other governmental tax withholding requirements related to the vesting of
the shares represented by such certificate. 
To the extent permitted by applicable law, the Participant may satisfy
such obligation by delivering shares of
Common Stock or by directing the Company to withhold from delivery
shares of Common Stock, in either case
valued at their Fair Market Value on the Vesting Date with fractional shares
being settled in cash.


 


(d)                                 The
Participant shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company by virtue of the grant of Restricted Stock, except
to the extent a stock certificate is issued therefor pursuant to Section 7(a)
hereof, and then only from the date such certificate is issued.  Upon the issuance of a stock certificate, the
Participant shall have the rights of a shareholder with respect to the
Restricted Stock, including the right to vote the shares, subject to the restrictions
on transferability, the forfeiture provisions and the requirement that
dividends be held in escrow until the shares vest, as set forth in this
Agreement.


 


8.                                       Securities
Matters.  The Company shall be under
no obligation to effect the registration pursuant to the Securities Act of
1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of
Common Stock to be issued thereunder or to effect similar compliance under any
state laws.  The Company shall not be obligated to cause to be issued
or delivered any certificates evidencing shares of Common Stock pursuant hereto
unless and until the Company is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which shares of Common Stock are traded.  The Committee
may require, as a condition of the issuance and delivery of certificates
evidencing shares of Common Stock pursuant to the terms hereof, that the
recipient of such shares make such covenants, agreements and representations,
and that such certificates bear such legends, as the Committee, in its sole
discretion, deems necessary or desirable.  The Participant
specifically understands and agrees that the shares of Common Stock, if and
when issued, may be “restricted securities,” as that term is defined in Rule
144 under the 1933 Act and, accordingly, the Participant may be required to
hold the shares indefinitely unless they are registered under such Act or an
exemption from such registration is available.


 


9.                                       Dividends,
etc.  Unless the Committee otherwise
determines, any property, including cash dividends, (but not including
securities) received by a Participant with respect to a share of Restricted
Stock as a result of any dividend, recapitalization, merger, consolidation,
combination, exchange of shares or otherwise and for which the Grant Date
occurs prior to such event but which has not vested as of the date of such
event, will not vest until such share of Restricted Stock vests, and shall be
promptly deposited with the Company or a custodian designated by the
Company.  The Company shall or shall
cause such custodian to issue to the Participant a receipt evidencing the
property held by it in respect of the Restricted Stock.


 


10.                                 Delays
or Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any party hereto upon any breach or default of any party
under this Agreement, shall impair any such right, power or remedy of such
party, nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
conditions of this Agreement, must be in a writing signed by such party and
shall be effective only to the extent specifically set forth in such writing.


 


11.                                 Right
of Discharge Preserved.  Nothing in
this Agreement shall confer upon the Participant the right to continue in the
employ or other service of the Company, or affect any right which the Company
may have to terminate such employment or service.


 


12.                                 Integration.  This
Agreement contains the entire understanding of the parties with respect to its
subject matter.  There are no restrictions, agreements, promises,
representations, warranties, covenants or 


 


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undertakings with respect to the subject matter hereof
other than those expressly set forth herein.  This Agreement,
including, without limitation, the Plan, supersedes all prior agreements and
understandings between the parties with respect to its subject matter.


 


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


 


14.                                 Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard
to the provisions governing conflict of laws.


 


15.                                 Obligation
to Notify.  If the Participant makes
the election permitted under section 83(b) of the Internal Revenue Code of
1986, as amended (that is, an election to include in gross income in the year
of transfer the amounts specified in Section 83(b)), the Participant shall
notify the Company of such election within 10 days of filing notice of the
election with the Internal Revenue Service and shall within the same 10-day
period remit to the Company an amount sufficient in the opinion of the Company
to satisfy any federal, state and other governmental tax withholding
requirements related to such inclusion in Participant’s income. The Participant
should consult with his or her tax advisor to determine the tax consequences of
acquiring the Restricted Stock and the advantages and disadvantages of filing
the Section 83(b) election.  The
Participant acknowledges that it is his or her sole responsibility, and not the
Company’s, to file a timely election under Section 83(b), even if the
Participant requests the Company or its representatives to make this filing on
his or her behalf.


 


16.                                 Reimbursement
for Excise Tax. In the event that the Participant incurs any Excise Tax on
any payments or benefits under this Agreement as a result of a Change of
Control (or any other change described in Section 280G(b)(2) of the Code), the
Company shall reimburse the Participant the amount of such Excise Tax incurred,
but without duplicating any other reimbursement payment available to the
Participant in connection with such tax (whether pursuant to the Participant’s
employment agreement or otherwise) and without any “gross up” pursuant to this
Agreement for taxes owed by Participant for any reimbursement under this
paragraph.  Such reimbursement shall be
subject to applicable withholding requirements and shall be paid upon the
imposition upon the Participant of any Excise Tax.  “Excise Tax” means the tax imposed by Section
4999 of the Code and any successor tax. 
For purposes of determining whether any payment or benefit is subject to
the Excise Tax and the amount of such Excise Tax, (x) the total amount of
payments and benefits received by the Participant as a result of such Change in
Control (or such other change) shall be treated as “parachute payments” within
the meaning of section 280G(b)(2) of the Code, and all “excess parachute
payments” within the meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax, except to the extent that, in the opinion of
independent counsel selected by the Company and reasonably acceptable to the
Participant (“Independent Counsel”), a payment or benefit hereunder (in whole
or in part) does not constitute a “parachute payment” within the meaning of
section 280G(b)(2) of the Code and the Treasury Regulations (including proposed
Treasury Regulations) under Section 280G of the Code (the “Regulations”), or
such “excess parachute payments” (in whole or in part) are not subject to the
Excise Tax; (y) the amount of the payments and benefits hereunder that shall be
treated as subject to the Excise Tax shall be equal to the lesser of (A) the
total amount of such payments and benefits or (B) the amount of “excess
parachute payments” within the meaning of section 280G(b)(1) of the Code (after
applying clause (x) hereof); and (z) the value of any noncash benefits or any
deferred payment or benefit shall be determined by Independent Counsel in
accordance with the principles of sections 280G(d)(3) and (4) of the Code.  If it is established pursuant to a final
determination of a court or an Internal Revenue Service proceeding or the
opinion of Independent Counsel that the Excise Tax exceeds the amount
previously taken into account hereunder (including by reason of any payment the
existence or amount of which cannot be determined at the time of the initial
payment hereunder), the Company shall make an additional payment in the amount
of such excess and any interest and penalties in respect of such excess within
thirty (30) days of the Company’s receipt of notice of such final determination
or opinion.  In the event that the
Internal Revenue Service makes any claim, gives notice of any potential claim
or institutes a proceeding against the Participant asserting that any Excise
Tax or additional Excise Tax is due in respect of the payments or benefits
hereunder, the Participant shall promptly give the Company notice of any such
claim, potential claim or proceeding. 
The Participant will cooperate with the Company in connection with all
discussions, negotiations, defenses, actions and proceedings solely to the
extent relating to any Excise Tax payable in respect of payments or benefits
hereunder, to the extent reasonably requested by the Company.  All fees and expenses of Independent Counsel
shall be borne by the Company.


 


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17.                                 Participant
Acknowledgment.  The Participant hereby acknowledges receipt of a
copy of the Plan.  The Participant hereby acknowledges that all
decisions, determinations and interpretations of the Committee in respect of
the Plan, this Agreement and the Restricted Stock shall be final and
conclusive.


 


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/ Peter
  C. Georgiopoulos

  	
   

  
	
   

  	
    Name:

  	
    Peter
  C. Georgiopoulos

  	
   

  
	
   

  	
    Title:

  	
    Chairman /
  CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ John
  Tavlarios

  	
   

  
	
   

  	
    John
  Tavlarios

  	
   

  
					



 


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