**Exhibit 10.55**

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**General Maritime Corporation**

**Restricted Stock Grant Agreement**

** **

THISAGREEMENT, made as of the 2nd day of April 2007, between GENERAL MARITIMECORPORATION (the “Company”) and Peter S. Bell (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. If there is anyconflict between the terms and conditions of the Plan and this Agreement, theterms 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. Anyattempt to transfer unvested shares of Restricted Stock or any rights relatedthereto, whether by transfer, pledge, hypothecation or otherwise and whethervoluntary or involuntary, by operation of law or otherwise, shall not vest thetransferee with any interest or right in or with respect to such shares ofRestricted 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. In the event of the Participant’stermination of employment due to death or disability, any shares of RestrictedStock that would have vested pursuant to Section 4(a), but for suchtermination, during the one-year period following such termination, shallbecome 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 OFTHE SECURITIES 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 THESECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN ANDRESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCHAGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORDOF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.”

 

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 order shall not be removed until such shares ofRestricted 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. TheCommittee, in its sole discretion, may permit the Participant to satisfy suchobligation by delivering shares of CommonStock or by directing the 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 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 a condition ofthe issuance of shares of Common Stock pursuant to the terms hereof, that therecipient of such shares make such covenants, agreements and representations,and that any certificates bear such legends and any book entries be subject tosuch electronic coding or stop order, as the Committee, in its sole discretion,deems necessary or desirable. The Participant specifically understands andagrees that the shares of Common Stock, if and when issued, may be “restrictedsecurities,” as that term is defined in Rule 144 under the 1933 Act and,accordingly, the Participant may be required to hold the shares indefinitelyunless they are registered under such Act or an exemption from suchregistration is available.

 

9.             Dividends,etc.  Any cash dividends or otherproperty (but not including securities) received by a Participant with respectto a share of Restricted Stock shall not vest until the underlying share ofRestricted Stock vests, and, if the Committee or the Board of Directors so electsin their sole discretion, shall be held by the Company or such other custodianas may be designated by the Company until such dividends or other propertyvest. Any such cash dividends or other property shall be forfeited and returnedto the Company in the event the underlying share of Restricted Stock isforfeited. 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. Unless the Committee otherwise determines, suchsecurities shall bear the legend or be subject to the electronic coding or stoporder 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 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 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 makesthe election permitted under Section 83(b) of the Internal RevenueCode of 1986, as amended (that is, an election to include in gross income inthe year of transfer the amounts specified in Section 83(b)), theParticipant shall notify the Company of such election within 10 days of filingnotice of the election with the Internal Revenue Service and shall within thesame 10-day period remit to the Company an amount sufficient in the opinion ofthe 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 thatthe Participant incurs any Excise Tax (as defined in the Participant’sEmployment Agreement with the Company dated as of April 22, 2005 (the “EmploymentAgreement”)) on any payments or benefits under this Agreement, the Companyshall gross-up the Participant the amount of such Excise Tax incurred inaccordance with the provisions of Section 5(f) of the EmploymentAgreement (such provisions to apply irrespective of whether the EmploymentAgreement or its Term continues in effect at the time of such Excise Tax) andsuch Section 5(f) of the Employment Agreement relating to theGross-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 tothe “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/ John C.  Georgiopoulos |
|   | Name:                         | John C.  Georgiopoulos |
|   | Title:                        | Chief  Administrative Officer |
|   |                          |
|   | /s/ Peter S.  Bell            |
|   | Peter S. Bell                 |

 

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