**Exhibit 10.45**

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**General Maritime Corporation**

**Restricted Stock Grant Agreement**

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THIS AGREEMENT, made asof the 26th day of November 2002, between GENERAL MARITIME CORPORATION (the “Company”)and John Tavlarios (the “Participant”).

 

WHEREAS, the Company hasadopted and maintains the General Maritime Corporation 2001 Stock IncentivePlan (the “Plan”) to provide certain key persons, on whose initiative andefforts the successful conduct of the business of the Company depends, and whoare responsible for the management, growth and protection of the business ofthe Company, with incentives to: (a) enter into and remain in the service ofthe Company, a Company subsidiary or a Company joint venture, (b) acquire aproprietary interest in the success of the Company, (c) maximize theirperformance and (d) enhance the long-term performance of the Company (whetherdirectly or indirectly through enhancing the long-term performance of a Companysubsidiary or a Company joint venture);

 

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 Committeehas determined that the purposes of the Plan would be furthered by granting theParticipant an award under the Plan as set forth in this Agreement;

 

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

 

1.                                       Grantof Restricted Stock.  Pursuant to, and subject to, the terms andconditions set forth herein and in the Plan, the Committee hereby grants to theParticipant 125,000 restricted shares (the “Restricted Stock”) of common stockof the Company, par value $0.01 per share (“Common Stock”).

 

2.                                       GrantDate.  The Grant Date of the Restricted Stock is November 26,2002.

 

3.                                       Incorporationof Plan.  All terms, conditions and restrictions of the Plan areincorporated herein and made part hereof as if stated herein.  Ifthere is any conflict between the terms and conditions of the Plan and thisAgreement, the terms and conditions of the Plan, as interpreted by theCommittee, shall govern.  Except as otherwise provided herein, allcapitalized terms used herein shall have the meaning given to such terms in thePlan.

 

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

 

(a)                                  November26, 2009, the seventh anniversary of the Grant Date, and

 

(b)                                 theoccurrence of an event that causes a Change in Control, as defined in Section3.8(a) of the Plan on the date hereof.

 

5.                                       Restrictionson Transferability.  Until a share ofRestricted Stock vests, the Participant shall not transfer the Participant’srights to such share of Restricted Stock or to any rights related thereto.  Any attempt to transfer unvested shares ofRestricted Stock or any rights related thereto, whether by transfer, pledge, hypothecationor otherwise and whether voluntary or involuntary, by operation of law orotherwise, shall not vest the transferee with any interest or right in or withrespect to such shares of Restricted Stock or such related rights.

 

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6.                                       Terminationof Employment.

 

(a)                                  ForCause/Without Good Reason.  In theevent that the Participant’s employment with the Company is terminated by theCompany for Cause or by the Participant without Good Reason prior to theVesting Date, all shares of Restricted Stock, together with any property inrespect of such shares held by the custodian pursuant to Section 9 hereof,shall be forfeited as of the date of such termination of employment and theParticipant promptly shall return to the Company any certificates evidencing suchshares.

 

(b)                                 WithoutCause/For Good Reason.  In the eventthat the Participant’s employment with the Company is terminated by the Companywithout Cause or by the Participant with Good Reason prior to the Vesting Date,a portion of the Restricted Stock shall become vested immediately prior to suchtermination of employment and all other shares of Restricted Stock, which havenot become vested, together with any property in respect of such unvestedshares held by the custodian pursuant to Section 9 hereof, shall be forfeitedas of the date of such termination of employment and the Participant promptlyshall return to the Company any certificates evidencing such unvestedshares.  The number of shares to becomevested immediately prior to such termination of employment shall be equal to125,000 multiplied by a fraction, the denominator of which is 84 and thenumerator of which is the number of completed months between the Grant Date andthe effective date of such termination of employment.

 

(c)                                  Terminationfor Death or Disability.  In theevent that the Participant’s employment with the Company is terminated forreason of the Participant’s death or Disability, all shares of Restricted Stockshall become vested immediately prior to such termination of employment.

 

(d)                                 Definitionsof Certain Terms.  The terms “Cause”and “Disability” shall have the meaning set forth in the most recent employmentagreement between the Participant and the Company or any of its affiliateswhich employ Participant which defines such term as of the date of thedetermination.  The term “Good Reason”shall mean (i) the definition set forth in the most recent employment agreementbetween the Participant and the Company or any of its affiliates which employParticipant which defines such term as of the date of the determination, (ii)any lowering of the Participant’s base salary and (iii) any other substantiveadverse change to the terms of Participant’s employment with the Company or itsaffiliates, provided that in the case of (ii) and (iii) above the Participantgives the Company written notice of such circumstance and 30 days in which tocure the circumstance constituting Good Reason.

 

7.                                       Issuanceof Certificates.

 

(a)                                  Reasonablypromptly after the Grant Date, the Company shall issue and deliver to theParticipant stock certificates, registered in the name of the Participant,evidencing the shares of Restricted Stock. Each such certificate may bear the following legend:

 

“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATIONENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATEARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCKINCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIMECORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THISCERTIFICATE.  NO TRANSFER OF THESECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN ANDRESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED BYWRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THESECRETARY OF GENERAL MARITIME CORPORATION.”

 

Such legend shall not be removed from suchcertificates until such shares of Restricted Stock vest.

 

(b)                                 Reasonablypromptly after any such shares of Restricted Stock vest pursuant to Section 4hereof, in exchange for the surrender to the Company of the certificatesevidencing such shares of Restricted Stock delivered to the Participant underSection 7(a) hereof, the Company shall issue and deliver to the Participant (orthe Participant’s legal representative, beneficiary or heir) certificatesevidencing such shares of Restricted Stock, free of 

 

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the legend provided inSection 7(a) hereof, together with any property in respect of such shares heldby the custodian pursuant to Section 9 hereof.

 

(c)                                  TheCompany may require as a condition of the delivery of stock certificatespursuant to Section 7(b) hereof that the Participant remit to the Company anamount sufficient in the opinion of the Company to satisfy any federal, stateand other governmental tax withholding requirements related to the vesting ofthe shares represented by such certificate. To the extent permitted by applicable law, the Participant may satisfysuch obligation by delivering shares ofCommon Stock or by directing the Company to withhold from deliveryshares of Common Stock, in either casevalued at their Fair Market Value on the Vesting Date with fractional sharesbeing settled in cash.

 

(d)                                 TheParticipant shall not be deemed for any purpose to be, or have rights as, ashareholder of the Company by virtue of the grant of Restricted Stock, exceptto the extent a stock certificate is issued therefor pursuant to Section 7(a)hereof, and then only from the date such certificate is issued.  Upon the issuance of a stock certificate, theParticipant shall have the rights of a shareholder with respect to theRestricted Stock, including the right to vote the shares, subject to the restrictionson transferability, the forfeiture provisions and the requirement thatdividends be held in escrow until the shares vest, as set forth in thisAgreement.

 

8.                                       SecuritiesMatters.  The Company shall be underno obligation to effect the registration pursuant to the Securities Act of1933, as amended (the “1933 Act”) of any interests in the Plan or any shares ofCommon Stock to be issued thereunder or to effect similar compliance under anystate laws.  The Company shall not be obligated to cause to be issuedor delivered any certificates evidencing shares of Common Stock pursuant heretounless and until the Company is advised by its counsel that the issuance anddelivery of such certificates is in compliance with all applicable laws,regulations of governmental authority and the requirements of any securitiesexchange on which shares of Common Stock are traded.  The Committeemay require, as a condition of the issuance and delivery of certificatesevidencing shares of Common Stock pursuant to the terms hereof, that therecipient of such shares make such covenants, agreements and representations,and that such certificates bear such legends, as the Committee, in its solediscretion, deems necessary or desirable.  The Participantspecifically understands and agrees that the shares of Common Stock, if andwhen issued, may be “restricted securities,” as that term is defined in Rule144 under the 1933 Act and, accordingly, the Participant may be required tohold the shares indefinitely unless they are registered under such Act or anexemption from such registration is available.

 

9.                                       Dividends,etc.  Unless the Committee otherwisedetermines, any property, including cash dividends, (but not includingsecurities) received by a Participant with respect to a share of RestrictedStock as a result of any dividend, recapitalization, merger, consolidation,combination, exchange of shares or otherwise and for which the Grant Dateoccurs prior to such event but which has not vested as of the date of suchevent, will not vest until such share of Restricted Stock vests, and shall bepromptly deposited with the Company or a custodian designated by theCompany.  The Company shall or shallcause such custodian to issue to the Participant a receipt evidencing theproperty held by it in respect of the Restricted Stock.

 

10.                                 Delaysor Omissions.  No delay or omission to exercise any right, poweror remedy accruing to any party hereto upon any breach or default of any partyunder this Agreement, shall impair any such right, power or remedy of suchparty, 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 defaultthereafter occurring, nor shall any waiver of any single breach or default bedeemed a waiver of any other breach or default theretofore or thereafteroccurring.  Any waiver, permit, consent or approval of any kind orcharacter on the part of any party of any breach or default under thisAgreement, or any waiver on the part of any party or any provisions orconditions of this Agreement, must be in a writing signed by such party andshall be effective only to the extent specifically set forth in such writing.

 

11.                                 Rightof Discharge Preserved.  Nothing inthis Agreement shall confer upon the Participant the right to continue in theemploy or other service of the Company, or affect any right which the Companymay have to terminate such employment 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 

 

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undertakings with respect to the subject matter hereofother than those expressly set forth herein.  This Agreement,including, without limitation, the Plan, supersedes all prior agreements andunderstandings between the parties with respect 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 sameinstrument.

 

14.                                 GoverningLaw.  This Agreement shall be governed by and construed andenforced in accordance with the laws of the State of New York, without regardto the provisions governing conflict of laws.

 

15.                                 Obligationto Notify.  If the Participant makesthe election permitted under section 83(b) of the Internal Revenue Code of1986, as amended (that is, an election to include in gross income in the yearof transfer 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 or her tax advisor to determine the tax consequences ofacquiring the Restricted Stock and the advantages and disadvantages of filingthe Section 83(b) election.  TheParticipant acknowledges that it is his or her sole responsibility, and not theCompany’s, to file a timely election under Section 83(b), even if theParticipant requests the Company or its representatives to make this filing onhis or her behalf.

 

16.                                 Reimbursementfor Excise Tax. In the event that the Participant incurs any Excise Tax onany payments or benefits under this Agreement as a result of a Change ofControl (or any other change described in Section 280G(b)(2) of the Code), theCompany shall reimburse the Participant the amount of such Excise Tax incurred,but without duplicating any other reimbursement payment available to theParticipant in connection with such tax (whether pursuant to the Participant’semployment agreement or otherwise) and without any “gross up” pursuant to thisAgreement for taxes owed by Participant for any reimbursement under thisparagraph.  Such reimbursement shall besubject to applicable withholding requirements and shall be paid upon theimposition upon the Participant of any Excise Tax.  “Excise Tax” means the tax imposed by Section4999 of the Code and any successor tax. For purposes of determining whether any payment or benefit is subject tothe Excise Tax and the amount of such Excise Tax, (x) the total amount ofpayments and benefits received by the Participant as a result of such Change inControl (or such other change) shall be treated as “parachute payments” withinthe meaning of section 280G(b)(2) of the Code, and all “excess parachutepayments” within the meaning of section 280G(b)(1) of the Code shall be treatedas subject to the Excise Tax, except to the extent that, in the opinion ofindependent counsel selected by the Company and reasonably acceptable to theParticipant (“Independent Counsel”), a payment or benefit hereunder (in wholeor in part) does not constitute a “parachute payment” within the meaning ofsection 280G(b)(2) of the Code and the Treasury Regulations (including proposedTreasury Regulations) under Section 280G of the Code (the “Regulations”), orsuch “excess parachute payments” (in whole or in part) are not subject to theExcise Tax; (y) the amount of the payments and benefits hereunder that shall betreated as subject to the Excise Tax shall be equal to the lesser of (A) thetotal amount of such payments and benefits or (B) the amount of “excessparachute payments” within the meaning of section 280G(b)(1) of the Code (afterapplying clause (x) hereof); and (z) the value of any noncash benefits or anydeferred payment or benefit shall be determined by Independent Counsel inaccordance with the principles of sections 280G(d)(3) and (4) of the Code.  If it is established pursuant to a finaldetermination of a court or an Internal Revenue Service proceeding or theopinion of Independent Counsel that the Excise Tax exceeds the amountpreviously taken into account hereunder (including by reason of any payment theexistence or amount of which cannot be determined at the time of the initialpayment hereunder), the Company shall make an additional payment in the amountof such excess and any interest and penalties in respect of such excess withinthirty (30) days of the Company’s receipt of notice of such final determinationor opinion.  In the event that theInternal Revenue Service makes any claim, gives notice of any potential claimor institutes a proceeding against the Participant asserting that any ExciseTax or additional Excise Tax is due in respect of the payments or benefitshereunder, the Participant shall promptly give the Company notice of any suchclaim, potential claim or proceeding. The Participant will cooperate with the Company in connection with alldiscussions, negotiations, defenses, actions and proceedings solely to theextent relating to any Excise Tax payable in respect of payments or benefitshereunder, to the extent reasonably requested by the Company.  All fees and expenses of Independent Counselshall be borne by the Company.

 

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17.                                 ParticipantAcknowledgment.  The Participant hereby acknowledges receipt of acopy of the Plan.  The Participant hereby acknowledges that alldecisions, determinations and interpretations of the Committee in respect ofthe Plan, this Agreement and the Restricted Stock shall be final andconclusive.

 

IN WITNESS WHEREOF, theCompany has caused this Agreement to be duly executed by its duly authorizedofficer, and the Participant has hereunto signed this Agreement on his ownbehalf, thereby representing that he has carefully read and understands thisAgreement and the Plan as of the day and year first written above.

 

 
|   | GENERAL MARITIME  CORPORATION   |
|--------|---------------------------------|
|   |                            |
|   |                            |   |
|   |   By:                 |   /s/ Peter  C. Georgiopoulos |   |
|   |   Name:               |   Peter  C. Georgiopoulos |   |
|   |   Title:              |   Chairman /  CEO |   |
|   |                            |   |
|   |   /s/ John  Tavlarios |   |
|   |   John  Tavlarios     |   |
|        |                                 |  |  |  |

 

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