**Exhibit10.35**

 

**General Maritime Corporation**

**Restricted Stock Grant Agreement**

** **

THISAGREEMENT, made as of the 21st day of December 2005, between GENERAL MARITIMECORPORATION (the “Company”) and [                   ](the “Participant”).

 

WHEREAS,the Company has adopted and maintains the General Maritime Corporation 2001Stock Incentive Plan (as amended and restated, effective on December 21, 2005)(the “Plan”) to provide certain key persons, on whose initiative and effortsthe successful conduct of the business of the Company depends, and who areresponsible for the management, growth and protection of the business of theCompany, with incentives to: (a) enter into and remain in the service of theCompany, a Company subsidiary or a Company joint venture, (b) acquire aproprietary interest in the success of the Company, (c) maximize theirperformance and (d) enhance the long-term performance of the Company (whetherdirectly or indirectly through enhancing the long-term performance of a Companysubsidiary or a Company joint venture);

 

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.             Grant of Restricted Stock.  Pursuant to, and subject to, the terms andconditions set forth herein and in the Plan, the Committee hereby grants to theParticipant [           ]restricted shares (the “Restricted Stock”) of common stock of the Company, parvalue $0.01 per share (“Common Stock”).

 

2.             Grant Date.  The Grant Date of the Restricted Stock isDecember 21, 2005.

 

3.             Incorporation of Plan.  All terms, conditions and restrictions of thePlan are incorporated herein and made part hereof as if statedherein.  If there is any conflict between the terms and conditions ofthe Plan and this Agreement, the terms and conditions of the Plan, asinterpreted by the Committee, shall govern.  Except as otherwiseprovided herein, all capitalized terms used herein shall have the meaning givento 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”):

 

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(a)           The dates specified in the followingtable, and

 

| **Number  of Shares**                                                              | ** ** | **Vesting  Date** | ** ** |
|------------------------------------------------------------------------------------|------------|-------------------|------------|
| [            ]  shares |       | November 15, 2006 |       |
| [            ]  shares |       | November 15, 2007 |       |
| [            ]  shares |       | November 15, 2008 |       |
| [            ]  shares |       | November 15, 2009 |       |
| [            ]  shares |       | November 15, 2010 |       |

 

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

 

5.             Restrictions on Transferability. Until a share of Restricted Stock vests,the Participant 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’s employmentwith the Company terminates for any reason, including, without limitation, theParticipant’s death or disability, all unvested shares of Restricted Stock,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.

 

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:

 

“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 RECORD OFTHE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIESREPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTEDSTOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAYBE OBTAINED BY WRITTEN

 

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REQUEST MADE BYTHE 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) certificates evidencingsuch shares of Restricted Stock and such other securities, free of the legendprovided 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 fractional sharesbeing 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, subjectto the restrictions on transferability and the forfeiture provisions, as setforth 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 the Company is advised by its counsel that the issuance anddelivery of such certificates is in compliance with all applicable laws,regulations of governmental authority and the requirements of any securities exchangeon which shares of Common Stock are traded.  The Committee mayrequire, as a condition of the issuance and delivery of certificates evidencingshares of Common Stock pursuant to the terms hereof, that the recipient of suchshares make such covenants, agreements and representations, and that suchcertificates bear such legends, as the Committee, in its sole discretion, deemsnecessary 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.

 

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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 inSection 7(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 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.  This Agreement contains the entireunderstanding of the parties with respect to its subjectmatter.  There are no restrictions, agreements, promises,representations, warranties, covenants or undertakings with respect to thesubject matter hereof other than those expressly set forthherein.  This Agreement, including, without limitation, the Plan,supersedes all prior agreements and understandings between the parties withrespect 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.

 

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

 

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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 requests theCompany or its representatives to make this filing on his behalf.

 

16.           Reimbursement for 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 22, 2005 (the “Employment Agreement”)) on anypayments or benefits under this Agreement, the Company shall gross-up theParticipant the amount of such Excise Tax incurred in accordance with theprovisions of Section 5(f) of the Employment Agreement (such provisions toapply irrespective of whether the Employment Agreement or its Term continues ineffect at the time of such Excise Tax) and such Section 5(f) of the EmploymentAgreement relating to the Gross-Up Payment (as defined in the EmploymentAgreement) shall be incorporated with full effect into this Agreement, providedthat any reference to “you” and to “this Agreement” in such Section 5(f) shallbe deemed to refer to the “Participant” and this Restricted Stock GrantAgreement, respectively.

 

17.           Participant Acknowledgment.  The Participant hereby acknowledges receipt ofa 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:                         |   |   |
|   |   Name:                       |
|   |   Title:                      |
|   |                                    |
|   |                                    |   |
|   |   [Senior  Executive Officer] |
|        |                                         |  |  |  |

 

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