Exhibit 10.61


 


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 Jeffrey D. Pribor (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 53,600 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 earlier to occur of (each
specified date, a “Vesting Date”):


 

















 


(a)   The dates specified in the
following table, and


 




	
  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 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:


 


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“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
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.


 


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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.


 


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.


 


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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 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
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 behalf.


 


16.           Reimbursement
for Excise Tax.  In the event that
the Participant incurs any Excise Tax (as defined in the Participant’s
Employment Agreement with the Company dated as of April 22, 2005 or any
successor agreement (such agreement or any successor agreement, the “Employment
Agreement”)) on any payments or benefits under this Agreement, the Company
shall gross-up the Participant the amount of such Excise Tax incurred in
accordance with the provisions of Section 5(f) (or any similar
provision with respect to a successor agreement) of the Employment Agreement
(such provisions to apply irrespective of whether the Employment Agreement or
its Term continues in effect at the time of such Excise Tax) and such Section 5(f) of
the Employment Agreement relating to the Gross-Up Payment (as defined in the
Employment Agreement) shall be incorporated with full effect into this
Agreement, provided that any reference to “you” and to “this Agreement” in such
Section 5(f) shall be deemed to refer to the “Participant” and this
Restricted Stock Grant Agreement, respectively.


 


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.


 


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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/ Jeffrey D. Pribor

  	
   

  
	
   

  	
   

  	
  JEFFREY D. PRIBOR

  



 


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