Exhibit 10.65


 


General Maritime Corporation


Restricted Stock Grant Agreement


 


THIS AGREEMENT is made as
of December 23, 2008, between GENERAL MARITIME CORPORATION (the “Company”)
and E. Grant Gibbons (the “Participant”).


 


WHEREAS, the Company has
adopted and maintains the General Maritime Corporation 2001 Stock Incentive
Plan, as amended (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 Committee hereby grants to the Participant 3,200 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.  Subject to the further provision of this
Agreement, the Restricted Stock shall vest on the earliest of (i) May 14,
2009, (ii) the date of the next annual meeting of the Company to follow
the date hereof and (ii) 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 (each such date, the “Vesting
Date”).


 


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 Service.  In the event that the Participant’s service
with the Company terminates before the Vesting Date for any reason other than
the Participant’s death or disability, the Restricted Stock, together with any
property received in respect thereof, as set forth in Section 10 hereof,
shall be forfeited as of the date of such termination of service, and the
Participant promptly shall return to the Company any certificates evidencing
the Restricted Stock.  Any cash dividends
or other property received in respect of the Restricted Stock also shall be
forfeited.  For purposes of this
Agreement, the Participant’s service shall terminate only when the Participant
is not a director, an employee or a consultant of the Company, as set forth in Section 1.6(c) of
the Plan.


 


7.             Death or Disability.  In the event that the Participant dies or the
Participant’s service with the Company terminates due to the Participant’s
disability (within the meaning of Section 2.5(d) of the Plan) before
the Vesting Date, the Restricted Stock shall become vested in full as of the
date of such death or termination of service.


 


8.             Issuance of
Certificates.


 


(a)           Reasonably promptly after the Grant
Date, the Company shall issue and deliver to the Participant a stock
certificate, registered in the name of the Participant, evidencing the shares
of Restricted Stock or shall instruct its transfer agent to issue shares of
Restricted 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.”


 


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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 the
Restricted Stock vests 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 8(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 8(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 8(a) hereof.


 


(c)           The Company may require as a
condition of the delivery of stock certificates or the lifting or removal of
any electronic coding or stop order with respect to book entry shares pursuant
to Section 8(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 8(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 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.


 


9.             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 


 


 


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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.


 


10.           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 8(a) hereof.


 


11.           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.


 


12.           Right of Discharge Preserved.  Nothing in this Agreement shall confer upon
the Participant the right to continue as a member of the Board of Directors, or
affect any right which the Company may have to terminate such service.


 


13.           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.


 


14.           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.


 


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15.           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.


 


16.           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.


 


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/ E. Grant
  Gibbons

  	
   

  
	
   

  	
   

  	
  E. GRANT GIBBONS

  	
   

  






 


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