**Exhibit 10.67**

 

**General Maritime Corporation**

**Restricted Stock Grant Agreement**

 

THIS AGREEMENT, made as of the 21st day of December,2007, between GENERAL MARITIME CORPORATION (the “Company”) and Milton Gonzales (the “Participant”).

 

WHEREAS, the Company has adopted and maintains theGeneral Maritime Corporation 2001 Stock Incentive Plan (as amended, effective December 18,2006) (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 serviceof the Company, a Company subsidiary or a Company joint venture, (b) acquirea proprietary interest in the success of the Company, (c) maximize theirperformance and (d) enhance the long-term performance of the Company(whether directly or indirectly through enhancing the long-term performance ofa Company subsidiary or a Company joint venture);

 

WHEREAS, the Plan provides that the CompensationCommittee (the “Committee”) of the Board of Directors (or the Board ofDirectors if it so elects) shall administer the Plan and determine the keypersons to whom awards shall be granted and the amount and type of such awards;and

 

WHEREAS, the Committee and the Board of Directors havedetermined 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, in consideration of the premises andthe mutual covenants hereinafter set forth, the parties hereto hereby agree asfollows:

 

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 8,000 restricted shares (the “RestrictedStock”) of common stock of the Company, par value $0.01 per share (“CommonStock”).

 

2.             GrantDate.  The Grant Date of the Restricted Stock is December 21,2007.

 

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

 

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4.             Vesting.

 

(a)           Subjectto Section 4(b) hereof and the further provision of this Agreement, anumber of whole shares of Restricted Stock as close as possible to thefollowing percentage of the total number of shares granted hereunder shall veston the following dates (each specified date, a “Vesting Date”):

 
| **Percentage  of Total Shares** | ** ** | **Vesting  Date**       | ** ** |
|---------------------------------|------------|-------------------------|------------|
| 25%                             |       | November 15,  2008 |       |
| 25%                             |       | November 15,  2009 |       |
| 25%                             |       | November 15,  2010 |       |
| 25%                             |       | November 15,  2011 |       |

 

(b)           theoccurrence of a Change in Control, as defined in Section 3.8(a) ofthe Plan, as in effect on the 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, subject to andas 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.  In the event of the Participant’s terminationof employment due to death or disability, any shares of Restricted Stock thatwould have vested pursuant to Section 4(a), but for such termination,during the one-year period following such termination, shall become vestedimmediately prior to such termination of employment and all unvested shares ofRestricted Stock that did not vest on such date, together with any propertyreceived in respect of such shares, subject to and 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)           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 or shall instruct its transfer agentto issue shares of Restricted 

 

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Stock which shall be maintained in book entry form on the books of thetransfer agent.  The Restricted Stock, ifcertificated, 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)           Reasonablypromptly after any such shares of Restricted Stock vest pursuant to Section 4hereof, (i) in the case of certificated shares, in exchange for thesurrender to the Company of the certificate evidencing the Restricted Stock,delivered to the Participant under Section 7(a) hereof, and thecertificates 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) a certificateevidencing the Restricted Stock and such other securities, free of the legendprovided in Section 7(a) hereof and (ii) in the case of bookentry shares, the Company shall cause to be lifted and removed any electroniccoding or stop order established pursuant to Section 7(a) hereof.

 

(c)           TheCompany may require as a condition of the delivery of stock certificates or theremoval of any electronic 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 with fractionalshares being 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 or an appropriate bookentry is made on the books of the transfer agent reflecting the issuancethereof pursuant to Section 7(a) hereof, and then only from the datesuch certificate is issued or such book entry is made.  Upon the issuance of a stock certificate orthe making of an appropriate book entry on the books of the transfer agent, the

 

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Participant 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 bookentries be subject to such electronic coding or stop order, as the Committee,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 Participantmay be required to hold the shares indefinitely unless they are registeredunder such Act or an exemption from such registration 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 soelects in their sole discretion, shall be held by the Company or such othercustodian as may be designated by the Company until such dividends or otherproperty vest.  Any such cash dividendsor other property shall be forfeited and returned to the Company in the eventthe underlying share of Restricted Stock is forfeited, subject to Section 2.7(f) ofthe Plan.  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, subjectto Section 2.7(f) of the Plan. Unless the Committee otherwise determines, such securities shall bearthe legend or be subject 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 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.

 

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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 norestrictions, agreements, promises, representations, warranties, covenants orundertakings with respect to the subject matter hereof other than thoseexpressly 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.  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 or her tax advisor to determine the taxconsequences of acquiring the Restricted Stock and the advantages anddisadvantages of filing the Section 83(b) election.  The Participant acknowledges that it is hisor her sole responsibility, and not the Company’s, to file a timely electionunder Section 83(b), even if the Participant requests the Company or itsrepresentatives to make this filing on his or her behalf.

 

16.           Reductionin Benefits.  In the event that theParticipant would incur an Excise Tax on any payments or benefits under thisAgreement as a result of a Change 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 toaccomplish the foregoing, the Company shall reduce the payments or benefits tobe paid to or granted to Participant hereunder to the maximum amount payable tothe Participant without the imposition of any Excise Tax with respect to theRestricted Stock.  “Excise Tax” means thetax imposed by Section 4999 of the Code and any successor tax.  The determination of whether the Participantspayments and benefits should be reduced and the amount of any such reductionshall be made by counsel selected by the Company (“Counsel”).  For purposes of such determination, (x) thetotal amount of payments and benefits received by the Participant as a resultof such Change in Control (or such other change) shall be treated as “parachutepayments” within the meaning of Section 280G(b)(2) of the Code, andall “excess 

 

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parachute payments” within the meaning of Section 280G(b)(1) ofthe Code shall be treated as subject to the Excise Tax, except to the extentthat, in the opinion of Counsel, a payment or benefit hereunder (in whole or inpart) does not constitute 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 fees and expenses of Counsel shall beborne by the Company.

 

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, the Company has caused thisAgreement to be duly executed by its duly authorized officer, and theParticipant has hereunto signed this Agreement on his own behalf, therebyrepresenting that he has carefully read and understands this Agreement and thePlan 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 |
|   |                          |   |
|   | /s/ Milton  Gonzales          |
|   | **MILTON  GONZALES**          |

 

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