Exhibit 10.64


 


General Maritime Corporation


Restricted Stock Grant Agreement


 


THIS
AGREEMENT, made as of the 23rd day of December, 2008, between GENERAL MARITIME
CORPORATION (the “Company”) and Milton H. Gonzales, Jr. (the “Participant”).


 


WHEREAS,
the Company has adopted and maintains the General Maritime Corporation 2001
Stock Incentive Plan (as amended, effective December 18, 2006) (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 and the Board of Directors have 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 16,080 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 December 23, 2008.


 


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.  The Restricted Stock shall vest as follows
(each specified date, a “Vesting Date”):


 

















 


(a)           Subject to Section 4(b) hereof
and the further provision of this Agreement, a number of whole shares of
Restricted Stock as close as possible to the following percentage of the total
number of shares granted hereunder shall vest on the following dates:


 




	
  Percentage of Total Shares

  	
   

  	
  Vesting Date

  
	
  20%

  	
   

  	
  November 15, 2009

  
	
  20%

  	
   

  	
  November 15, 2010

  
	
  20%

  	
   

  	
  November 15, 2011

  
	
  20%

  	
   

  	
  November 15, 2012

  
	
  20%

  	
   

  	
  November 15,
  2013

  






 


(b)           the occurrence of a Change in
Control, as defined in Section 3.8(a) of the Plan, as in effect on
the date of such occurrence.


 


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.  In the event that the
Participant’s employment with the Company terminates for any reason other than
the Participant’s death or disability, all unvested shares of Restricted Stock,
together with any property received in respect of such shares, subject to and
as set forth in 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, together with any cash
dividends or other property received in respect of such shares.  In the event of the Participant’s termination
of employment due to death or disability, any shares of Restricted Stock that
would have vested pursuant to Section 4(a), but for such termination,
during the one-year period following such termination, shall become vested
immediately prior to such termination of employment and all unvested shares of
Restricted Stock that did not vest on such date, together with any property
received in respect of such shares, subject to and as set forth in 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, together with any cash dividends or other property
received in respect of such shares.


 


7.             Issuance of
Shares.


 


(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 or shall instruct its transfer agent to issue shares of
Restricted


 


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Stock
which shall be maintained in book entry form on the books of the transfer
agent.  The Restricted Stock, if
certificated, shall 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.”


 


If the Restricted Stock is in book entry
form, it shall be subject to electronic coding or stop order indicating that
such shares of Restricted Stock are restricted by the terms of this Agreement
and the Plan.  Such legend, electronic
coding or stop order shall not be removed until such shares of Restricted Stock
vest.


 


(b)           Reasonably promptly after any such
shares of Restricted Stock vest pursuant to Section 4 hereof, (i) in
the case of certificated shares, in exchange for the surrender to the Company
of the certificate evidencing the Restricted Stock, delivered to the
Participant under Section 7(a) hereof, and the certificates
evidencing any other securities received in respect of such shares, if any, the
Company shall issue and deliver to the Participant (or the Participant’s legal
representative, beneficiary or heir) a certificate evidencing the Restricted
Stock and such other securities, free of the legend provided in Section 7(a) hereof
and (ii) in the case of book entry shares, the Company shall cause to be
lifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof.


 


(c)           The Company may require as a
condition of the delivery of stock certificates or the removal of any
electronic coding or stop order, 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 applicable shares.  The Committee, in its sole discretion, may
permit the Participant to 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 or an appropriate book entry is made on the
books of the transfer agent reflecting the issuance thereof pursuant to Section 7(a) hereof,
and then only from the date such certificate is issued or such book entry is
made.  Upon the issuance of a stock certificate
or the making of an appropriate book entry on the books of the transfer agent,
the


 


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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 and the forfeiture provisions, 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 any
shares, whether by means of stock certificates or appropriate book entries,
unless and until the Company is advised by its counsel that the issuance of
such shares 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 of shares of Common Stock pursuant to the terms
hereof, that the recipient of such shares make such covenants, agreements and
representations, and that any certificates bear such legends and any book
entries be subject to such electronic coding or stop order, 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.  Any cash dividends or other property (but not
including securities) received by a Participant with respect to a share of
Restricted Stock shall not vest until the underlying share of Restricted Stock
vests, and, if the Committee or the Board of Directors so elects in their sole
discretion, shall be held by the Company or such other custodian as may be
designated by the Company until such dividends or other property vest.  Any such cash dividends or other property
shall be forfeited and returned to the Company in the event the underlying share
of Restricted Stock is forfeited, subject to Section 2.7(f) of the
Plan.  Any 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 will not vest until such share of Restricted Stock vests
and shall be forfeited if such share of Restricted Stock is forfeited, subject
to Section 2.7(f) of the Plan. 
Unless the Committee otherwise determines, such securities shall bear
the legend or be subject to the electronic coding or stop order set forth in Section 7(a) hereof.


 


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.


 


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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 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.           Reduction in
Benefits.  In the event that the
Participant would incur an 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 amount paid to or granted to Participant hereunder shall be the
amount that yields the Participant the greatest after-tax amount of benefits
under this Agreement after taking into account any Excise Tax imposed on
Participant, whether due to payments and benefits under this Agreement or
otherwise.  To the extent necessary to
accomplish the foregoing, the Company shall reduce the payments or benefits to
be paid to or granted to Participant hereunder to the maximum amount payable to
the Participant without the imposition of any Excise Tax with respect to the
Restricted Stock.  “Excise Tax” means the
tax imposed by Section 4999 of the Code and any successor tax.  The determination of whether the Participants
payments and benefits should be reduced and the amount of any such reduction
shall be made by counsel selected by the Company (“Counsel”).  For purposes of such determination, (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 


 


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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 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 Counsel in accordance with
the principles of Sections 280G(d)(3) and (4) of the Code.  All fees and expenses of Counsel shall be
borne by the Company.


 


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/ John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  Treasurer and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Milton H. Gonzales, Jr.

  	
   

  
	
   

  	
   

  	
  MILTON H. GONZALES, JR.

  	
   

  
						






 


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