**Exhibit 10.54**

 

**General Maritime Corporation**

**Restricted Stock Grant Agreement**

** **

THISAGREEMENT, made as of the 2nd day of April 2007, between GENERAL MARITIMECORPORATION (the “Company”) and John C. Georgiopoulos (the “Participant”).

 

WHEREAS,the Company has adopted and maintains the General Maritime Corporation 2001Stock Incentive Plan (as amended, effective December 18, 2006) (the “Plan”)to provide 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 Participant has elected to surrender his right to future receipt of aspecial dividend of $15.00 with respect to each share of restricted stock ofthe Company granted to the Participant on December 18, 2006 (the “December 2006Grant”) and in return receive a grant of additional shares of restricted stockof the Company, which additional shares will be subject to substantially thesame terms as the December 2006 Grant, including without limitation vesting;

 

WHEREAS,the Plan provides that the Compensation Committee (the “Committee”) of theBoard of Directors (or the Board of Directors if it so elects) shall administerthe Plan and determine the key persons to whom awards shall be granted and theamount and type of such awards; and

 

WHEREAS,the Committee and the Board of Directors have determined that the purposes ofthe Plan would be furthered by granting the Participant an award under the Planas set forth in this Agreement;

 

NOW,THEREFORE, in consideration of the premises and the mutual covenantshereinafter 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 5,193 restricted shares (the “Restricted Stock”) of common stock ofthe Company, par value $0.01 per share (“Common Stock”).

 

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

 

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

 

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interpreted by the Committee, shallgovern.  Except as otherwise provided herein, all capitalized termsused herein shall have the meaning 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 (eachspecified date, a “Vesting Date”):

 

(a)           Thedates specified in the following table, and

 
| **Number of Shares** | ** ** | **Vesting Date**  | ** ** |
|--------------------------------|------------|------------------------|------------|
| 1,039 shares                   |       | November 15, 2007 |       |
| 1,038 shares                   |       | November 15, 2008 |       |
| 1,039 shares                   |       | November 15, 2009 |       |
| 1,038 shares                   |       | November 15, 2010 |       |
| 1,039 shares                   |       | November 15, 2011 |       |

 

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

 

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,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.             Terminationof Employment.  In the event that theParticipant’s employment with the Company terminates for any reason other thanthe Participant’s death or disability, all unvested shares of Restricted Stock,together with any property received in respect of such shares, as set forth in Section 9hereof, shall be forfeited as of the date of such termination of employment andthe Participant promptly shall return to the Company any certificatesevidencing such shares, together with any cash dividends or other propertyreceived in respect of such shares.  Inthe event of the Participant’s termination of employment due to death ordisability, 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 allunvested shares of Restricted Stock that did not vest on such date, togetherwith any property received in respect of such shares, as set forth in Section 9hereof, shall be forfeited as of the date of such termination of employment andthe Participant promptly shall return to the Company any certificatesevidencing such shares, together with any cash dividends or other propertyreceived in respect of such shares.

 

7.             Issuanceof Shares.

 

(a)           Reasonably promptly after the GrantDate, the Company shall issue and deliver to the Participant stockcertificates, registered in the name of the Participant, evidencing

 

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the shares of RestrictedStock or shall instruct its transfer agent to issue shares of Restricted Stockwhich shall be maintained in book entry form on the books of the transferagent.  The Restricted Stock, if certificated,shall bear the following legend:

 

“THE SALE, TRANSFER,ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THESECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THEGENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCKGRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORDOF 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 the Participantunder Section 7(a) hereof, and the certificates evidencing any othersecurities received in respect of such shares, if any, the Company shall issueand deliver to the Participant (or the Participant’s legal representative,beneficiary or heir) a certificate evidencing the Restricted Stock and suchother 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 Company to withholdfrom delivery shares of Common Stock, ineither case valued at their Fair Market Value on the Vesting Date withfractional shares 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 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 stock

 

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certificate or the makingof an appropriate book entry on the books of the transfer agent, theParticipant shall have the rights of a shareholder with respect to theRestricted Stock, including the right to vote the shares, subject to therestrictions on transferability and the forfeiture provisions, as set forth inthis Agreement.

 

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 issuedany shares, 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 book entriesbe subject to such electronic coding or stop order, as the Committee, in itssole discretion, 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 Rule 144under the 1933 Act and, accordingly, the Participant may be required to holdthe shares indefinitely unless they are registered under such Act or anexemption 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 notvest until the underlying share of Restricted Stock vests, and, if theCommittee or the Board of Directors so elects in their sole discretion, shallbe held by the Company or such other custodian as may be designated by theCompany until such dividends or other property vest. Any such cash dividends orother property shall be forfeited and returned to the Company in the event theunderlying share of Restricted Stock is forfeited. Any securities received by aParticipant with respect to a share of Restricted Stock as a result of anydividend, recapitalization, merger, consolidation, combination, exchange ofshares or otherwise will not vest until such share of Restricted Stock vestsand shall be forfeited if such share of Restricted 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.           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 or character onthe part of any party of any breach or default under this Agreement, or anywaiver on the part of any party or any provisions or conditions of thisAgreement, must be in a writing signed by such party and shall be effectiveonly to the extent specifically set forth in such writing.

 

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11.           Rightof Discharge Preserved. Nothing in this Agreement shall confer upon theParticipant 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 forth herein. ThisAgreement, including, without limitation, the Plan, supersedes all prioragreements and understandings between the parties with respect to its subjectmatter.

 

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 makes the election permitted under Section 83(b) ofthe Internal Revenue Code of 1986, as amended (that is, an election to includein 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 offiling notice of the election with the Internal Revenue Service and shallwithin the same 10-day period remit to the Company an amount sufficient in theopinion of the Company to satisfy any federal, state and other governmental taxwithholding requirements related to such inclusion in Participant’s income. TheParticipant should consult with his tax advisor to determine the taxconsequences of acquiring the Restricted Stock and the advantages anddisadvantages of filing the Section 83(b) election. The Participantacknowledges that it is his sole responsibility, and not the Company’s, to filea timely election under Section 83(b), even if the Participant requeststhe Company or its representatives to make this filing on his behalf.

 

16.           Reimbursementfor Excise Tax. In the event that the Participant incurs any Excise Tax (asdefined in the Participant’s Employment Agreement with the Company dated as of April 22,2005 (the “Employment Agreement”)) on any payments or benefits under thisAgreement, the Company shall gross-up the Participant the amount of such ExciseTax incurred in accordance with the provisions of Section 5(f) of theEmployment Agreement (such provisions to apply irrespective of whether theEmployment Agreement or its Term continues in effect at the time of such ExciseTax) and such Section 5(f) of the Employment Agreement relating tothe Gross-Up Payment (as defined in the Employment Agreement) shall beincorporated with full effect into this Agreement, provided that any referenceto “you” and to “this Agreement” in such Section 5(f) shall be deemedto refer to the “Participant” and this Restricted Stock Grant Agreement,respectively.

 

17.           ParticipantAcknowledgment.  The Participant hereby acknowledges receipt of acopy of the Plan. The Participant hereby acknowledges that all decisions,

 

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determinations and interpretations of the Committee inrespect of the Plan, this Agreement and the Restricted Stock shall be final andconclusive.

 

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/ Peter C.  Georgiopoulos |
|   | Name:                         | Peter C.  Georgiopoulos |
|   | Title:                        | Chief Executive  Officer |
|   |                          |
|   | /s/ John C.  Georgiopoulos    |
|   | John C. Georgiopoulos         |

 

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