Exhibit 10.68


 


CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT entered into as of January 1, 2009 (the “Effective
Date”), between Edward Terino (the “Consultant”) and General Maritime
Corporation, a Marshall Islands corporation formerly known as Galileo Holding
Corporation (the “Company”).


 


WHEREAS, the Company desires to retain the Consultant to provide
certain services and to compensate the Consultant for his performance of these
services;


 


NOW THEREFORE, in order to effect the foregoing, the Company and the
Consultant wish to enter into a consulting agreement upon the terms and subject
to the conditions set forth below. 
Accordingly, in consideration of the premises and the respective
covenants and agreements of the parties set forth herein, and intending to be
legally bound hereby, the parties hereto agree as follows:


 


1.             Engagement;
Term.            The
Company hereby engages the Consultant, and the Consultant hereby accepts such
engagement and agrees to serve as a consultant to the Company, upon the terms
and conditions hereinafter set forth, for a term commencing on the Effective
Date and expiring three months following the Effective Date (the “Term”),
subject to Section 6 hereof.


 


2.             Services
to Be Provided.  The  Consultant will provide consulting services to the Company
on an as-needed basis consisting of assisting the General Maritime Group (as
defined below) in the integration of Arlington Tankers Ltd. and its
subsidiaries (collectively, “Arlington”) into the operations of the General
Maritime Group and such other services as the Company may reasonably
request.  As used in this Agreement, the
term “General Maritime Group” means and includes the Company and each of its
subsidiaries and controlled affiliates and joint ventures from time to
time.  Such services will be performed at
reasonably convenient and mutually acceptable times, with consideration for the
Consultant’s other business and personal obligations.  In order to provide such services, the
Consultant will continue to use equipment previously provided by the Company to
complete such services. The Consultant shall be permitted to engage in other
business activities, provided that such activities do not otherwise violate the
terms of this Agreement or materially impair his ability to perform his duties
hereunder.


 


3.             Fees
Payable to the Consultant.  In
consideration of the Consultant’s services hereunder, the Company shall pay the
Consultant a consulting fee in the amount of $25,000 per month of the Term (the
“Consulting Fees”).  The Consulting Fees
will be paid monthly in arrears.  In
addition, the Company shall reimburse the Consultant for reasonable
out-of-pocket expenses related to the services to be provided for (i) travel
to the Westport, Connecticut and New York City offices of the General Maritime
Group, (ii) other travel approved in advance by the Company in writing, or
(iii) other items approved by the Company in writing.


 


4.             Consultant’s
Independent Contractor Status.


 


(a)          In performing the
consulting services hereunder, the Consultant shall be an independent
contractor.  Nothing contained herein
shall be construed to constitute the parties hereto as partners or joint
venturers, or either as an agent of the other. 
The Consultant shall not be considered as having an employee status
during his consulting engagement and shall not be entitled to participate in
any employee plans, arrangements or distributions by the Company during such
period.  The Consultant shall not provide
any services under the Company’s name or act as an agent of the Company and shall
not hold himself out as an employee of the Company.  Under no circumstances shall the Consultant (i) enter
into any agreements on behalf of the Company, (ii) incur any obligations
on behalf of the Company, (iii) act for or to bind the Company in any way,
(iv) sign the name of the Company, (v) represent that the Company is
in any way responsible for the acts or omissions of the Consultant or (vi) refer
to the Company as a customer in any manner or format.


 


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(b)         Except as otherwise
required by law, the Company shall not withhold any sums from the Consulting
Fees for Social Security or other federal, state or local tax liabilities or
contributions, and all such withholdings, liabilities, and contributions shall
be solely the Consultant’s responsibility.


 


(c)          As an independent
contractor during his consulting engagement, the Consultant shall be solely
responsible for determining the means and methods by which he shall perform the
services described herein.  All of the
Consultant’s activities during his consulting engagement will be at his own
risk, and he shall have sole responsibility for arrangements to guard against
physical, financial, and other risks, as appropriate.


 


(d)         Notwithstanding the
parties’ intention and agreement that the Consultant be an independent
contractor and not be an employee of the Company during his consulting
engagement, the parties recognize that the applicable law and proper
application thereof is not always clear. 
The Consultant understands and agrees that if he should be classified as
an employee under any such law, the Consultant shall remain ineligible to
participate in any Company bonus, pension, profit-sharing (including 401(k)),
health, life, and all other employee benefit plans, and the Consultant
expressly waives any right to any such benefits.  The Consulting Fees to be paid to the
Consultant under this Agreement take into account the fact that the Consultant
is ineligible in all events to participate in such plans.  In addition, the Consultant acknowledges that
policies and practices of the Company with respect to its employees do not
apply to the Consultant, and the terms of his consulting engagement by the
Company are governed solely by the express provisions of this Agreement.


 


5.             Confidential
Information.  Consultant
acknowledges and agrees that (i) in the performance of his duties
hereunder, the General Maritime Group will from time to time disclose to him
and entrust him with, non-public, confidential and/or proprietary information
of the General Maritime Group (“Confidential Information”).  The parties hereto therefore agree that Section 9
of the Release dated as of December 31, 2008 by and between the Consultant
and Arlington Tankers Ltd. (the “Release”) is incorporated herein by reference,
that references to the “Company” in such Section 9 shall be deemed to
refer to the General Maritime Group, and that the obligations of Consultant
under such Section 9 shall apply to Confidential Information which may
have been or be disclosed to him before, on, or after the date hereof.


 


6.             Termination.  The Company may terminate
Consultant’s consulting engagement hereunder prior to the expiration of the
Term at any time for (i) any act or failure to act by Consultant involving
fraud, material theft or embezzlement involving the Company or any other member
of the General Maritime Group; (ii) conviction of (or a plea of nolo
contendere to) a crime by Consultant that constitutes a felony or other crime
involving moral turpitude, in either case within the meaning of applicable law;
(iii) Consultant’s breach of Section 5 hereof, or (iv) Consultant’s
failure or refusal to perform the consulting services under Section 2
hereunder.


 


7.             Entire
Agreement; Modifications. 
This Agreement constitutes the entire agreement between the parties
hereto with regard to the subject matter hereof, superseding all prior
understandings and agreements between such parties, whether written or oral,
with respect to such subject matter. 
This Agreement shall not supersede but shall coexist with any agreement
entered into prior to the date hereof to which the Consultant and any entity
that is currently a member of the General Maritime Group is a party with
respect to the subject matter of Section 5 hereof, including, without
limitation, the Release.  This Agreement
may not be amended or revised except by a writing signed by the parties.


 


No waiver of any provision of this Agreement or the performance thereof
shall be effective unless in writing signed by the party making such wavier or
shall be deemed to be a waiver of any other provision or the performance
thereof or of any future performance.


 


8.             Successors
and Assigns.  This
Agreement is a personal contract calling for the provision of unique services
by the Consultant, and the Consultant’s rights and obligations hereunder may
not be sold, transferred, assigned, pledged or hypothecated by the
Consultant.  The rights and obligations
of the Company hereunder will be binding upon and run in favor of the successors
and assigns of the Company.


 


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9.             Captions.  Captions have been inserted solely for the
convenience of reference and in no way define, limit or describe the scope or
substance of any provisions of this Agreement.


 


10.          Severability.  The provisions of this Agreement are
severable, and the invalidity of any provision shall not affect the validity of
any other provision. Any invalid or unenforceable provision shall not be
deleted but shall be reformed and construed in a manner to enable it to be
enforced to the extent compatible with applicable law.


 


11.          Governing
Law.  This Agreement
shall be construed under and governed by (both as to validity and performance)
and enforced in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed wholly within such
jurisdiction, without regard to the principles of conflicts of law or where the
parties are located at the time a dispute arises.  The Company and the Consultant consent and
submit themselves to the jurisdiction of the State and Federal Courts located
in the City, County, and State of New York over any dispute arising out of or
related to this Agreement.


 


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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first set forth above.


 


 


	
  EDWARD TERINO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  _/s/ Edward
  Terino

  	
   

  	
  Date:

  	
  _December 30,
  2008

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GENERAL MARITIME
  CORPORATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  _/s/ John C.
  Georgiopoulos

  	
   

  	
  Date:

  	
  _December 31,
  2008

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:  John
  C. Georgiopoulos

  	
   

  	
   

  	
   

  
	
  Title:
     Executive Vice President

  	
   

  	
   

  	
   

  



 


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