**Exhibit10.34**

 

**General Maritime Corporation**

**Restricted Stock Grant Agreement**

** **

THIS AGREEMENT, made asof the 21st day of December 2005, 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 and restated, effective on December 21, 2005) (the “Plan”) toprovide certain key persons, on whose initiative and efforts the successfulconduct of the 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 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 250,000 restricted shares (the “RestrictedStock”) of common stock of the Company, par value $0.01 per share (“CommonStock”).

 

2.             Grant Date.  The Grant Date of theRestricted Stock is December 21, 2005.

 

3.             Incorporation of Plan.  All terms,conditions and restrictions of the Plan are incorporated herein and made parthereof as if stated herein.  If there is any conflict between theterms and conditions of the Plan and this Agreement, the terms and conditions ofthe Plan, as 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, 2015, and

 

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

 

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 transferunvested shares of Restricted Stock or any rights related thereto, whether bytransfer, pledge, hypothecation or otherwise and whether voluntary orinvoluntary, by operation of law or otherwise, shall not vest the transfereewith any interest or right in or with respect to such shares of RestrictedStock 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 the date ofsuch termination 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.

 

(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 become vested,together with any property received in respect of such shares, as set forth inSection 9 hereof, shall be forfeited as of the date of such termination ofemployment and the Participant promptly shall return to the Company anycertificates evidencing such shares, together with any cash dividends or otherproperty received in respect of such shares. The number of shares to becomevested immediately prior to such termination of employment shall be equal to 250,000multiplied by a fraction, the denominator of which is 120 and the numerator ofwhich is the number of completed months between the Grant Date 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.

 

(d)           Definitions of Certain Terms.  The terms “Cause,” “Disability” and “GoodReason” shall have the meaning set forth in the most recent employmentagreement between the Participant and the Company which defines such term as ofthe date of determination.

 

7.             Issuance of Certificates.

 

(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. Each such certificate may bear the following legend:

 

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“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 THE SECURITIES REPRESENTED BY THIS CERTIFICATE INCONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALIDOR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADEBY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIMECORPORATION.”

 

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

 

(b)           Reasonably promptly after any suchshares of Restricted Stock vest pursuant to Section 4 hereof, in exchange forthe surrender to the Company of the certificates evidencing such shares ofRestricted Stock, delivered to the Participant under Section 7(a) hereof, andthe certificates evidencing any other securities received in respect of suchshares, if any, the Company shall issue and deliver to the Participant (or theParticipant’s legal representative, beneficiary or heir) certificatesevidencing such shares of Restricted Stock and such other securities, free ofthe legend provided in Section 7(a) hereof.

 

(c)           The Company may require as acondition of the delivery of stock certificates pursuant to Section 7(b) hereofthat 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 shares represented bysuch certificate. To the extent permitted by applicable law, the Participantmay satisfy such obligation by deliveringshares of Common Stock or by directing the Company to withhold fromdelivery shares of Common Stock, in eithercase valued at their Fair Market Value on the Vesting Date with fractionalshares being settled in cash.

 

(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 pursuant to Section 7(a) hereof, and then onlyfrom the date such certificate is issued. Upon the issuance of a stockcertificate, 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 ordelivered any certificates evidencing shares of Common Stock pursuant heretounless and until

 

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the Company is advised by its counsel that theissuance and delivery of such certificates is in compliance with all applicablelaws, regulations of governmental authority and the requirements of anysecurities exchange on which shares of Common Stock are traded.  TheCommittee may require, as a condition of the issuance and delivery ofcertificates evidencing shares of Common Stock pursuant to the terms hereof,that the recipient of such shares make such covenants, agreements andrepresentations, and that such certificates bear such legends, as theCommittee, 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 Participant may berequired to hold the shares indefinitely unless they are registered under suchAct 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 ofRestricted Stock shall be returned to the Company in the event such share ofRestricted Stock is forfeited. Any securities received by a Participant withrespect to a share of Restricted Stock as a result of any dividend,recapitalization, merger, consolidation, combination, exchange of shares orotherwise will not vest until such share of Restricted Stock vests and shall beforfeited if such share of Restricted Stock is forfeited. Unless the Committeeotherwise determines, such securities shall bear the legend set forth in Section7(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 anyparty under this Agreement, shall impair any such right, power or remedy ofsuch party, nor shall it be construed to be a waiver of any such breach ordefault, 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 or conditionsof this Agreement, must be in a writing signed by such party and shall beeffective only to the extent specifically set forth in such writing.

 

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.  This Agreement contains the entireunderstanding of the parties with respect to its subject matter.  Thereare no restrictions, agreements, promises, representations, warranties,covenants or undertakings with respect to the subject matter hereof other thanthose expressly set forth herein.  This Agreement, including, withoutlimitation, the Plan, supersedes all prior agreements and understandingsbetween the parties with respect to its subject matter.

 

13.           Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of which shallconstitute one and the same instrument.

 

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14.           Governing Law.  This Agreement shall be governed by andconstrued 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 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 of transfer theamounts specified in Section 83(b)), the Participant shall notify the Companyof such election within 10 days of filing notice of the election with theInternal Revenue Service and shall within the same 10-day period remit to theCompany an amount sufficient in the opinion of the Company to satisfy anyfederal, state and other governmental tax withholding requirements related tosuch inclusion in Participant’s income. The Participant should consult with histax advisor to determine the tax consequences of acquiring the Restricted Stockand the advantages and disadvantages of filing the Section 83(b) election. TheParticipant acknowledges that it is his 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 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 any paymentsor benefits under this Agreement, the Company shall gross-up the Participantthe amount of such Excise Tax incurred in accordance with the provisions ofSection 5(f) of the Employment Agreement (such provisions to apply irrespectiveof whether the Employment Agreement or its Term continues in effect at the timeof such Excise Tax) and such Section 5(f) of the Employment Agreement relatingto the Gross-Up Payment (as defined in the Employment Agreement) shall be incorporatedwith full effect into this Agreement, provided that any reference to “you” andto “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 receiptof a copy 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/ John C. Georgiopoulos |   |
|   | Name:                         |  John C. Georgiopoulos |
|   | Title:                        |  Chief Administrative Officer |

 

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|   |  /s/ Peter C. Georgiopoulos |   |
|--------|----------------------------------|--------|
|   |  Peter C. Georgiopoulos     |

 

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