**Exhibit 10.54**

 

**GENERAL MARITIME CORPORATIONRESTRICTED STOCK AGREEMENT**

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**THIS AGREEMENT,** made as of this 12 day of November 2003, betweenGENERAL MARITIME CORPORATION (the “Company”) and Steinar Ropeid (the “Participant”).

 

**WHEREAS,** the Company has adopted and maintains the GeneralMaritime Corporation 2001 Stock Incentive Plan (as amended and restated,effective December 12, 2002) (the “Plan”) to provide certain key persons, onwhose initiative and efforts the successful conduct of the business of theCompany depends, and who are responsible for the management, growth andprotection of the business of the Company, with incentives to: (a) enter intoand remain in the service of the Company, a Company subsidiary or a Companyjoint venture, (b) acquire a proprietary interest in the success of theCompany, (c) maximize their performance, and (d) enhance the long-termperformance of the Company (whether directly or indirectly through enhancingthe 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 soelects) shall administer the Plan and determine the key persons to whom awardsshall be granted and the amount and type of such awards; and

 

**WHEREAS,** the Board of Directors has determined that thepurposes of the Plan would, be furthered by granting the Participant an awardunder the Plan as set forth in this Agreement;

 

**NOW, THEREFORE,** in consideration of the premises and the mutualcovenants hereinafter set forth, the parties hereto hereby agree as follows:

 

# 1.                                       Grantof Restricted Stock.  Pursuant to,and subject to, the terms and conditions set forth herein and in the Plan, theBoard of Directors hereby grants to the Participant 5,000 shares of restrictedstock of the Company (the “Shares”).

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# 2.                                       Certificate.  Promptly after the execution of thisAgreement, a certificate representing the number of Shares shall be registeredin the Participant’s name but shall be held by the Company for the account ofthe Participant subject to the terms and conditions of this Agreement. TheShares shall be issued from the Company’s common stock reserved for issuancepursuant to the Plan.

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# 3.                                       VestingSchedule.  The Shares shall besubject to the restrictions described in Section 4 below (the “Restrictions”).The Restrictions shall lapse with respect to 25% of the Shares on November 12,2004 and each of the three anniversaries thereafter, conditioned upon theParticipant’s continued employment with the Company from the date of thisAgreement until the date such Restrictions lapse (the “Restricted Period”). Inthe event the Participant’s employment with the Company terminates for anyreason before the end of the Restricted Period, the Participant shall forfeitall rights to the Shares.

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# 4.                                       Restrictions.  The Participant shall have the right toreceive dividends and the right to vote the Shares, subject to the followingrestrictions: (a) the Participant shall not be entitled to delivery of thestock certificate until the expiration of the Restricted Period; (b) none ofthe Shares may be sold, transferred, assigned, pledged, or otherwise encumberedor disposed of during the Restricted Period.

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# 5.                                       Changesin Stock.  In the event of any changein the Company’s common stock through the declaration of extraordinarydividends, stock dividends, recapitalization, stock splits, or combinations orexchanges of Common Stock, or in the event of a sale of all or substantiallyall of the assets of the Company or the merger or consolidation of the Companywith or into another corporation, or in the event of other similartransactions, there shall be an appropriate adjustment to the number of Sharesand, if applicable, to the price thereof.

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# 6.                                       Taxes.  The Participant shall be liable for any andall taxes, including withholding taxes, arising out of this Agreement. TheParticipant may elect to satisfy applicable withholding tax obligations byhaving the Company retain Shares having a Fair Market Value equal to theCompany’s minimum withholding obligation.

 

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# 7.                                       Miscellaneous.

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## (a)                                  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand the successors and assigns of the Company and the heirs and personalrepresentatives of the Participant.

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## (b)                                 ThisAgreement shall be governed by the laws of the State of New York applicable toagreements made and to be performed entirely within such State.

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## (c)                                  ThisAgreement may not be altered, modified, changed or discharged, except by a writingsigned by or on behalf of both the Company and the Participant.

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## (d)                                 Neitherthe Plan nor this Agreement nor any provisions under either shall be construedso as to grant the Participant any right to remain in the employ of theCompany.

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**IN WITNESS WHEREOF,** the Company has caused this Agreement to be dulyexecuted by its duly authorized officer, and the Participant has hereuntosigned this Agreement on his own behalf, thereby representing that he hascarefully read and understands this Agreement and the Plan as of the day andyear first written above.

 

 
|   |   GENERAL  MARITIME CORPORATION |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |   |
|   |   By:                           |   /s/ John C.  Georgiopoulos |
|   |                                      |   |
|   |   Name:                         |   John C.  Georgiopoulos |
|   |                                      |   |
|   |   Title:                        |   Chief  Administrative Officer |
|   |                                      |   Corporate  Secretary |
|   |                                      |   |
|   |   /s/ Steinar  Ropeid           |
|   |   Steinar  Ropeid               |

 

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