Exhibit 10.5


 


General Maritime
Corporation


Restricted Stock Grant
Agreement


 


THIS AGREEMENT,
made as of the 9th day of February 2005, between GENERAL MARITIME
CORPORATION (the “Company”) and Jeffrey D. Pribor (the “Participant”).


 


WHEREAS, the
Company has adopted and maintains the General Maritime Corporation 2001 Stock
Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative
and efforts the successful conduct of the business of the Company depends, and
who are responsible for the management, growth and protection of the business
of the Company, with incentives to: (a) enter into and remain in the service of
the Company, a Company subsidiary or a Company joint venture, (b) acquire a
proprietary interest in the success of the Company, (c) maximize their
performance and (d) enhance the long-term performance of the Company (whether
directly or indirectly through enhancing the long-term performance of a Company
subsidiary or a Company joint venture);


 


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


 


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


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth,
the parties hereto hereby agree as follows:


 


1.                                       Grant
of Restricted Stock.  Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Committee hereby grants to the
Participant 10,000 restricted shares (the “Restricted Stock”) of common stock
of the Company, par value $0.01 per share (“Common Stock”).


 


2.                                       Grant
Date.  The Grant Date of the Restricted Stock is February 9,
2005.


 


3.                                       Incorporation
of Plan.  All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein.  If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the
Committee, shall govern.  Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such terms in the
Plan.


 


4.                                       Vesting.  Subject to the further provision of this
Agreement, the Restricted Stock shall vest on the earlier to occur of (each
specified date, a “Vesting Date”):


 





















 


(a)                                  The
dates specified in the following table, and


 


	
  Number
  of Shares

  	
   

  	
  Vesting Date

  
	
  2,000 shares

  	
   

  	
  November 16,
  2005

  
	
  2,000 shares

  	
   

  	
  November 16,
  2006

  
	
  2,000 shares

  	
   

  	
  November 16,
  2007

  
	
  2,000 shares

  	
   

  	
  November 16,
  2008

  
	
  2,000 shares

  	
   

  	
  November 16,
  2009

  



 


(b)                                 the
occurrence of a Change in Control, as defined in Section 3.8(a) of the
Plan, as in efect on the date of such occurrence.


 


5.                                       Restrictions
on Transferability.  Until a share of
Restricted Stock vests, the Participant shall not transfer the Participant’s
rights to such share of Restricted Stock or to any rights related thereto.  Any attempt to transfer unvested shares of
Restricted Stock or any rights related thereto, whether by transfer, pledge,
hypothecation or otherwise and whether voluntary or involuntary, by operation
of law or otherwise, shall not vest the transferee with any interest or right
in or with respect to such shares of Restricted Stock or such related rights.


 


6.                                       Termination
of Employment.  In the event that the
Participant’s employment with the Company terminates for any reason, including,
without limitation, the 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 9 hereof, shall be forfeited as of the
date of such termination of employment and the Participant promptly shall
return to the Company any certificates evidencing such shares, together with
any cash dividends or other property received in respect of such shares.


 


7.                                       Issuance
of Certificates.


 


(a)                                  Reasonably
promptly after the Grant Date, the Company shall issue and deliver to the
Participant stock certificates, registered in the name of the Participant,
evidencing the shares of Restricted Stock. 
Each such certificate may bear the following legend:


 


“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION
ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK
INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME
CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE.  NO TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND
RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY
WRITTEN REQUEST MADE


 


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BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY
OF GENERAL MARITIME CORPORATION.”


 


Such legend shall not be removed from such
certificates until such shares of Restricted Stock vest.


 


(b)                                 Reasonably
promptly after any such shares of Restricted Stock vest pursuant to Section 4
hereof, in exchange for the surrender to the Company of the certificates
evidencing such shares of Restricted Stock, delivered to the Participant under Section 7(a)
hereof, and the certificates evidencing any other securities received in
respect of such shares, if any, the Company shall issue and deliver to the
Participant (or the Participant’s legal representative, beneficiary or heir)
certificates evidencing such shares of Restricted Stock and such other
securities, free of the legend provided in Section 7(a) hereof.


 


(c)                                  The
Company may require as a condition of the delivery of stock certificates
pursuant to Section 7(b) hereof that the Participant remit to the Company
an amount sufficient in the opinion of the Company to satisfy any federal,
state and other governmental tax withholding requirements related to the
vesting of the shares represented by such certificate.  To the extent permitted by applicable law,
the Participant may satisfy such obligation by
delivering shares of Common Stock or by directing the Company to withhold
from delivery shares of Common Stock, in
either case valued at their Fair Market Value on the Vesting Date with
fractional shares being settled in cash.


 


(d)                                 The
Participant shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company by virtue of the grant of Restricted Stock, except
to the extent a stock certificate is issued therefor pursuant to Section 7(a)
hereof, and then only from the date such certificate is issued.  Upon the issuance of a stock certificate, the
Participant shall have the rights of a shareholder with respect to the
Restricted Stock, including the right to vote the shares, subject to the
restrictions on transferability and the forfeiture provisions, as set forth in
this Agreement.


 


8.                                       Securities
Matters.  The Company shall be under
no obligation to effect 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 be issued thereunder or to effect similar compliance under any
state laws.  The Company shall not be obligated to cause to be issued
or delivered any certificates evidencing shares of Common Stock pursuant hereto
unless and until the Company is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which shares of Common Stock are traded.  The Committee
may require, as a condition of the issuance and delivery of certificates
evidencing shares of Common Stock pursuant to the terms hereof, that the
recipient of such shares make such covenants, agreements and representations,
and that such certificates bear such legends, as the Committee, in its sole
discretion, deems necessary or desirable.  The Participant
specifically understands and agrees that the shares of Common Stock, if and
when issued, may be “restricted securities,” as that term is defined in Rule
144 under the 1933 Act and, accordingly, the Participant may be required to
hold the shares indefinitely unless they are registered under such Act or an
exemption from such registration is available.


 


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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 be returned to the Company in the event
such share of Restricted Stock is forfeited. 
Any securities received by a Participant with respect to a share of
Restricted Stock as a result of any dividend, recapitalization, merger,
consolidation, combination, exchange of shares or otherwise will not vest until
such share of Restricted Stock vests and shall be forfeited if such share of
Restricted Stock is forfeited.  Unless
the Committee otherwise determines, such securities shall bear the legend set
forth in Section 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 any party
under this Agreement, shall impair any such right, power or remedy of such
party, 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 default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
conditions of this Agreement, must be in a writing signed by such party and
shall be effective only to the extent specifically set forth in such writing.


 


11.                                 Right
of Discharge Preserved.  Nothing in
this Agreement shall confer upon the Participant the right to continue in the
employ or other service of the Company, or affect any right which the Company
may have to terminate such employment or service.


 


12.                                 Integration.  This
Agreement contains the entire understanding of the parties with respect to its
subject matter.  There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth
herein.  This Agreement, including, without limitation, the Plan,
supersedes all prior agreements and understandings between the parties with
respect to its subject matter.


 


13.                                 Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.


 


14.                                 Governing
Law.  This Agreement shall be governed by and construed 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 election permitted 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 the amounts specified in Section 83(b)), the Participant shall
notify the Company of such election within 10 days of filing notice of the
election with the Internal Revenue Service and shall within the same 10-day
period remit to the Company an amount sufficient in the opinion of the Company
to satisfy any federal, state and other governmental tax withholding
requirements related to such inclusion in Participant’s income. The Participant
should consult with his tax advisor to determine the tax consequences of


 


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acquiring the Restricted
Stock and the advantages and disadvantages of filing the Section 83(b)
election.  The Participant acknowledges
that it is his sole responsibility, and not the Company’s, to file a timely
election under Section 83(b), even if the Participant requests the Company
or its representatives to make this filing on his behalf.


 


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


 


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


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Participant has hereunto signed this
Agreement on his own behalf, thereby representing that he has carefully read
and understands this Agreement and the Plan as of the day and year first
written above.


 


 


	
   

  	
  GENERAL MARITIME
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
    /s/
  John C. Georgiopoulos

  	
   

  
	
   

  	
   Name:

  	
    John
  C. Georgiopoulos

  	
   

  
	
   

  	
   Title:

  	
    Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/
  Jeffrey D. Pribor

  	
   

  
	
   

  	
   Jeffrey D.
  Pribor

  



 


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