**Exhibit 10.51**

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**General Maritime Corporation**

**Restricted Stock Grant Agreement**

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THIS AGREEMENT, made asof the 2nd day of April 2007, between GENERAL MARITIME CORPORATION (the “Company”)and Peter C. Georgiopoulos (the “Participant”).

 

WHEREAS, the Company hasadopted and maintains the General Maritime Corporation 2001 Stock IncentivePlan (as amended, effective December 18, 2006) (the “Plan”) to providecertain key persons, on whose initiative and efforts the successful conduct ofthe business of the Company depends, and who are responsible for themanagement, growth and protection of the business of the Company, withincentives to: (a) enter into and remain in the service of the Company, aCompany subsidiary or a Company joint venture, (b) acquire a proprietaryinterest in the success of the Company, (c) maximize their performance and(d) enhance the long-term performance of the Company (whether directly orindirectly through enhancing the long-term performance of a Company subsidiaryor a Company joint venture);

 

WHEREAS, the Participanthas elected to surrender his right to future receipt of a special dividend of$15.00 with respect to each share of restricted stock of the Company granted tothe Participant on December 18, 2006 (the “December 2006 Grant”) andin return receive a grant of additional shares of restricted stock of theCompany, which additional shares will be subject to substantially the sameterms as the December 2006 Grant, including without limitation vesting;

 

WHEREAS, the Planprovides that the Compensation Committee (the “Committee”) of the Board ofDirectors (or the Board of Directors if it so elects) shall administer the Planand determine the key persons to whom awards shall be granted and the amountand type of such awards; and

 

WHEREAS, the Committeeand the Board of Directors have determined that the purposes of the Plan wouldbe furthered by granting the Participant an award under the Plan as set forthin this Agreement;

 

NOW, THEREFORE, inconsideration of the premises and the mutual covenants hereinafter set forth,the parties hereto hereby agree as follows:

 

1.             Grant of Restricted Stock.  Pursuantto, and subject to, the terms and conditions set forth herein and in the Plan,the Committee hereby grants to the Participant 77,908 restricted shares (the “RestrictedStock”) of common stock of the Company, par value $0.01 per share (“CommonStock”).

 

2.             Grant Date.  TheGrant Date of the Restricted Stock is April 2, 2007.

 

3.             Incorporation of Plan.  Allterms, conditions and restrictions of the Plan are incorporated herein and madepart hereof as if stated herein.  If there is any conflict betweenthe terms and conditions of the Plan and this Agreement, the terms andconditions of the Plan, as 

 

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interpreted by the Committee, shall govern.  Except asotherwise provided herein, all capitalized terms used herein shall have themeaning given to such terms in the Plan.

 

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

 

(a)           November 15, 2016, and

 

(b)           the occurrence of a Change inControl, as defined in Section 3.8(a) of the Plan on the date of suchoccurrence.

 

5.             Restrictions on Transferability.  Until a share of Restricted Stock vests, theParticipant shall not transfer the Participant’s rights to such share ofRestricted Stock or to any rights related thereto.  Any attempt to transfer unvested shares ofRestricted Stock or any rights related thereto, whether by transfer, pledge,hypothecation or otherwise and whether voluntary or involuntary, by operationof law or otherwise, shall not vest the transferee with any interest or rightin 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’semployment with the Company is terminated by the Company for Cause or by theParticipant without Good Reason prior to the Vesting Date, all shares ofRestricted Stock, together with any property received in respect of suchshares, as set forth in Section 9 hereof, shall be forfeited as of thedate of such termination of employment and the Participant promptly shallreturn to the Company any certificates evidencing such shares, together withany cash dividends or other property received in respect of such shares.

 

(b)           Without Cause/For Good Reason.  In the event that the Participant’semployment with the Company is terminated by the Company without Cause or bythe Participant with Good Reason prior to the Vesting Date, a portion of theRestricted Stock shall become vested immediately prior to such termination ofemployment and all other shares of Restricted Stock, which have not becomevested, together with any property received in respect of such shares, as setforth in Section 9 hereof, shall be forfeited as of the date of suchtermination of employment and the Participant promptly shall return to theCompany any certificates evidencing such shares, together with any cashdividends or other property received in respect of such shares.  The number of shares to become vestedimmediately prior to such termination of employment shall be equal to 77,908multiplied by a fraction, the denominator of which is 115 and the numerator ofwhich is the number of completed months between April 15, 2007 and theeffective date of such termination of employment.

 

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

 

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(d)           Definitions of Certain Terms.  The terms “Cause,” “Disability” and “Good Reason”shall have the meaning set forth in the most recent employment agreementbetween the Participant and the Company which defines such term as of the dateof determination.

 

7.             Issuance ofShares.

 

(a)           Reasonably promptly after the GrantDate, the Company shall issue and deliver to the Participant stockcertificates, registered in the name of the Participant, evidencing the sharesof Restricted Stock or shall instruct its transfer agent to issue shares ofRestricted Stock which shall be maintained in book entry form on the books ofthe transfer agent.  The RestrictedStock, if certificated, shall bear the following legend:

 

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

 

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

 

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

 

(c)           The Company may require as acondition of the delivery of stock certificates or the removal of anyelectronic coding or stop order, pursuant to Section 7(b) hereof,that the Participant remit to the Company an amount sufficient in the opinionof the Company to satisfy any federal, state and other governmental taxwithholding requirements related to the vesting of the applicable shares.  The Committee, in its sole discretion, maypermit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the 

 

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Company to withhold from delivery shares of Common Stock, in either case valued at theirFair Market Value on the Vesting Date with fractional shares being settled incash.

 

(d)           The Participant shall not be deemedfor any purpose to be, or have rights as, a shareholder of the Company byvirtue of the grant of Restricted Stock, except to the extent a stockcertificate is issued therefor or an appropriate book entry is made on thebooks 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 ismade.  Upon the issuance of a stockcertificate or the making of an appropriate book entry on the books of thetransfer agent, the Participant shall have the rights of a shareholder withrespect 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 toeffect 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 beissued thereunder or to effect similar compliance under any statelaws.  The Company shall not be obligated to cause to be issued anyshares, whether by means of stock certificates or appropriate book entries,unless and until the Company is advised by its counsel that the issuance ofsuch shares is in compliance with all applicable laws, regulations ofgovernmental authority and the requirements of any securities exchange on whichshares of Common Stock are traded.  The Committee may require, as acondition of the issuance of shares of Common Stock pursuant to the termshereof, that the recipient of such shares make such covenants, agreements andrepresentations, and that any certificates bear such legends and any bookentries be subject to such electronic coding or stop order, as the Committee,in its sole discretion, deems necessary or desirable.  TheParticipant specifically understands and agrees that the shares of CommonStock, if and when issued, may be “restricted securities,” as that term isdefined in Rule 144 under the 1933 Act and, accordingly, the Participantmay be required to hold the shares indefinitely unless they are registeredunder such Act or an exemption from such registration is available.

 

9.             Dividends, etc.  Any cash dividends or other property (but notincluding securities) received by a Participant with respect to a share of RestrictedStock 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 bythe Company until such dividends or other property vest.  Any such cash dividends or other propertyshall be forfeited and returned to the Company in the event the underlyingshare of Restricted Stock is forfeited. Any securities received by a Participant with respect to a share ofRestricted Stock as a result of any dividend, recapitalization, merger,consolidation, combination, exchange of shares or otherwise will not vest untilsuch share of Restricted Stock vests and shall be forfeited if such share ofRestricted Stock is forfeited.  Unlessthe Committee otherwise determines, such securities shall bear the legend or besubject to the electronic coding or stop order set forth in Section 7(a) hereof.

 

10.           Delays or Omissions.  Nodelay or omission to exercise any right, power or remedy accruing to any partyhereto upon any breach or default of any party under this Agreement, shallimpair any such right, power or remedy of such party, nor shall it be construedto be a waiver of any such breach or default, or an acquiescence therein, or ofor in any similar 

 

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breach or default thereafter occurring, nor shall any waiver of anysingle breach or default be deemed a waiver of any other breach or defaulttheretofore or thereafter occurring.  Any waiver, permit, consent orapproval of any kind or character on the part of any party of any breach ordefault under this Agreement, or any waiver on the part of any party or anyprovisions or conditions of this Agreement, must be in a writing signed by suchparty and shall be effective only to the extent specifically set forth in suchwriting.

 

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

 

12.           Integration.  ThisAgreement contains the entire understanding of the parties with respect to itssubject matter.  There are no restrictions, agreements, promises,representations, warranties, covenants or undertakings with respect to thesubject matter hereof other than those expressly set forthherein.  This Agreement, including, without limitation, the Plan,supersedes all prior agreements and understandings between the parties withrespect to its subject matter.

 

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

 

14.           Governing Law.  ThisAgreement shall be governed by and construed and enforced in accordance withthe laws of the State of New York, without regard to the provisions governingconflict of laws.

 

15.           Obligation to Notify.  If the Participant makes the electionpermitted 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 oftransfer the amounts specified in Section 83(b)), the Participant shallnotify the Company of such election within 10 days of filing notice of theelection with the Internal Revenue Service and shall within the same 10-dayperiod remit to the Company an amount sufficient in the opinion of the Companyto satisfy any federal, state and other governmental tax withholdingrequirements related to such inclusion in Participant’s income. The Participantshould consult with his tax advisor to determine the tax consequences ofacquiring the Restricted Stock and the advantages and disadvantages of filingthe Section 83(b) election. The Participant acknowledges that it is his sole responsibility, and notthe Company’s, to file a timely election under Section 83(b), even if theParticipant requests the Company or its representatives to make this filing onhis behalf.

 

16.           Excise Tax.  In the event that the Participant incurs anyExcise Tax (as defined in the Participant’s Employment Agreement with theCompany dated as of April 5, 2005 (the “Employment Agreement”)) on anypayments or benefits under this Agreement, the Company shall gross-up theParticipant the amount of such Excise Tax incurred in accordance with theprovisions of Section 5(f) of the Employment Agreement (suchprovisions to apply irrespective of whether the Employment Agreement or itsTerm continues in effect at the time of such Excise Tax) and such Section 5(f) ofthe Employment Agreement relating to the Gross-Up Payment (as defined in theEmployment Agreement) shall be incorporated with full effect into 

 

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this Agreement, provided that any reference to “you” and to “thisAgreement” in such Section 5(f) shall be deemed to refer to the “Participant”and this Restricted Stock Grant Agreement, respectively.

 

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

 

INWITNESS WHEREOF, the Company has caused this Agreement to be duly executed byits duly authorized officer, and the Participant has hereunto signed thisAgreement on his own behalf, thereby representing that he has carefully readand understands this Agreement and the Plan as of the day and year firstwritten above.

 

 
|   |   | GENERAL  MARITIME CORPORATION |
|--------|--------|-------------------------------|
|   |   |                          |
|   |   |                          |   |   |
|   |   | By:                           | /s/ John C.  Georgiopoulos |
|   |   | Name:                         | John C.  Georgiopoulos |
|   |   | Title:                        | Chief Administrative  Officer |
|   |   |                          |   |   |
|   |   | /s/ Peter C.  Georgiopoulos   |
|   |   | Peter C. Georgiopoulos        |

 

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