**Exhibit 10.56**

** **

**General Maritime Corporation**

**Restricted Stock Grant Agreement**

** **

THIS AGREEMENT, made asof the 2nd day of April 2007, between GENERAL MARITIMECORPORATION (the “Company”) and Milton Gonzales (the “Participant”).

 

WHEREAS, the Company hasadopted and maintains the General Maritime Corporation 2001 Stock IncentivePlan (as amended, effective December 18, 2006) (the “Plan”) to providecertain key persons, on whose initiative and efforts the successful conduct ofthe 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 Participanthas elected to surrender the Participant’s right to future receipt of a specialdividend of $15.00 with respect to each share of restricted stock of theCompany 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 providesthat the Compensation Committee (the “Committee”) of the Board of Directors (orthe Board of Directors if it so elects) shall administer the Plan and determinethe key persons to whom awards shall be granted and the amount and type of suchawards; 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 3,895 restricted shares (the “RestrictedStock”) of common stock of the Company, par value $0.01 per share (“CommonStock”).

 

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

 

3.             Incorporation of Plan.  Allterms, conditions and restrictions of the Plan are incorporated herein and madepart hereof as if stated herein. If there is any conflict between the terms andconditions of the Plan and this Agreement, the terms and conditions of thePlan, as

 

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interpreted by theCommittee, shall govern. Except as otherwise provided herein, all capitalizedterms used herein shall have the meaning given to such terms in the Plan.

 

4.             Vesting.

 

(a)           Subject to Section 4(b) hereofand the further provision of this Agreement, a number of whole shares of RestrictedStock as close as possible to the following percentage of the total number ofshares granted hereunder shall vest on the following dates (each specifieddate, a “Vesting Date”):

 
| **Percentage of Total  Shares** | ** ** | **Vesting Date**  | ** ** |
|-------------------------------------------|------------|------------------------|------------|
| 25%                                       |       | November 15, 2007 |       |
| 25%                                       |       | November 15, 2008 |       |
| 25%                                       |       | November 15, 2009 |       |
| 25%                                       |       | November 15, 2010 |       |

 

(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.             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.  In the event that the Participant’semployment with the Company terminates for any reason other than theParticipant’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 property receivedin respect of such shares.

 

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7.             Issuance of 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 the sharesof Restricted Stock or shall instruct its transfer agent to issue shares ofRestricted Stock which shall be maintained in book entry form on the books ofthe transfer agent. The Restricted Stock, if certificated, shall bear thefollowing legend:

 

“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OROTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TOTHE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND ARESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THEHOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFEROF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLANAND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OFSUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OFRECORD OF 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 of RestrictedStock 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.

 

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(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 stock certificateis issued therefor or an appropriate book entry is made on the books of thetransfer 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 certificate or the making of an appropriatebook entry on the books of the transfer agent, the Participant shall have therights of a shareholder with respect to the Restricted Stock, including theright to vote the shares, subject to the restrictions on transferability andthe 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 state laws. TheCompany shall not be obligated to cause to be issued any shares, whether bymeans of stock certificates or appropriate book entries, unless and until theCompany is advised by its counsel that the issuance of such shares is incompliance with all applicable laws, regulations of governmental authority andthe requirements of any securities exchange on which shares of Common Stock aretraded. The Committee may require, as a condition of the issuance of shares ofCommon Stock pursuant to the terms hereof, that the recipient of such sharesmake such covenants, agreements and representations, and that any certificatesbear such legends and any book entries be subject to such electronic coding orstop order, as the Committee, in its sole discretion, deems necessary ordesirable. The Participant specifically understands and agrees that the sharesof Common Stock, if and when issued, may be “restricted securities,” as thatterm is defined in Rule 144 under the 1933 Act and, accordingly, theParticipant may be required to hold the shares indefinitely unless they areregistered under such Act 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 not vest until the underlying share of Restricted Stockvests, and, if the Committee or the Board of Directors so elects in their solediscretion, shall be held by the Company or such other custodian as may bedesignated by the Company until such dividends or other property vest. Any suchcash dividends or other property shall be forfeited and returned to the Companyin the event the underlying share of Restricted Stock is forfeited. Anysecurities 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 will not vest until such share ofRestricted Stock vests and shall be forfeited if such share of Restricted Stockis forfeited. Unless the Committee otherwise determines, such securities shallbear the legend or be subject to the electronic coding or stop order set forthin Section 7(a) hereof.

 

10.           Delays or Omissions.  Nodelay or omission to exercise any right, power or remedy accruing to any partyhereto upon any breach or default of any party under this Agreement, shallimpair any such right, power or remedy of such party, nor shall it be construedto be a waiver of any such breach or default, or an acquiescence therein, or ofor in any similar breach or default thereafter occurring, nor shall any waiverof any single breach or default be deemed a waiver of any other breach ordefault theretofore or thereafter occurring. Any waiver, permit, consent orapproval of any kind or character on the part of any party of any breach or

 

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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.           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.  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.           Governing Law.  ThisAgreement shall be governed by and construed and enforced in accordance withthe laws of the State of New York, without regard to the provisions governingconflict 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 oftransfer 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. The Participant acknowledges that it ishis or her sole responsibility, and not the Company’s, to file a timelyelection under Section 83(b), even if the Participant requests the Companyor its representatives to make this filing on his or her behalf.

 

16.           Reduction in Benefits.  In the event that the Participant would incuran Excise Tax on any payments or benefits under this Agreement as a result of aChange of Control (or any other change described in Section 280G(b)(2) ofthe Code), the amount paid to or granted to Participant hereunder shall be theamount that yields the Participant the greatest after-tax amount of benefitsunder this Agreement after taking into account any Excise Tax imposed onParticipant, whether due to payments and benefits under this Agreement orotherwise. To the extent necessary to accomplish the foregoing, the Companyshall reduce the payments or benefits to be paid to or granted to Participanthereunder to the maximum amount payable to the Participant without theimposition of any Excise Tax with respect to the Restricted Stock. “Excise Tax”means the tax imposed by Section 4999 of the Code and any successor tax. Thedetermination of whether the Participants payments and benefits should bereduced and the

 

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amount of any suchreduction shall be made by counsel selected by the Company (“Counsel”). Forpurposes of such determination, (x) the total amount of payments andbenefits received by the Participant as a result of such Change in Control (orsuch other change) shall be treated as “parachute payments” within the meaningof Section 280G(b)(2) of the Code, and all “excess parachute payments”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 ofCounsel, a payment or benefit hereunder (in whole or in part) does notconstitute a “parachute payment” within the meaning of Section 280G(b)(2) ofthe Code and the Treasury Regulations (including proposed Treasury Regulations)under Section 280G of the Code (the “Regulations”), or such “excessparachute payments” (in whole or in part) are not subject to the Excise Tax; (y) theamount of the payments and benefits hereunder that shall be treated as subjectto the Excise Tax shall be equal to the lesser of (A) the total amount ofsuch payments and benefits or (B) the amount of “excess parachute payments”within the meaning of Section 280G(b)(1) of the Code (after applyingclause (x) hereof); and (z) the value of any noncash benefits or anydeferred payment or benefit shall be determined by Counsel in accordance withthe principles of Sections 280G(d)(3) and (4) of the Code. All feesand expenses of Counsel shall be borne by the Company.

 

17.           Participant Acknowledgment.  TheParticipant hereby acknowledges receipt of a copy of the Plan. The Participanthereby acknowledges that all decisions, determinations and interpretations ofthe Committee in respect of the Plan, this Agreement and the Restricted Stockshall be final and conclusive.

 

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 first writtenabove.

 

 
|       | GENERAL MARITIME  CORPORATION |
|------------|-------------------------------|
|       |
|       |                          |
|       | By:                           | /s/ John C.  Georgiopoulos |
|       | Name:                         | John C.  Georgiopoulos |
|       | Title:                        | Chief  Administrative Officer |
|       |                          |
|       | /s/ Milton  Gonzales          |
| ** ** | Milton Gonzales               |
|            |                               |  |  |

 

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