**Exhibit 10.60**

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**General Maritime Corporation**

**Restricted Stock GrantAgreement**

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THIS AGREEMENT, made as ofthe 23rd day of December, 2008, between GENERAL MARITIME CORPORATION (the “Company”)and John P. Tavlarios (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 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 Committee andthe Board of Directors have determined that the purposes of the Plan would befurthered by granting the Participant an award under the Plan as set forth inthis Agreement;

 

NOW, THEREFORE, in considerationof the premises and the mutual covenants hereinafter set forth, the partieshereto 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 80,400 restricted shares (the “RestrictedStock”) of common stock of the Company, par value $0.01 per share (“CommonStock”).

 

2.             Grant Date.  The Grant Date of theRestricted Stock is December 23, 2008.

 

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

 

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

 

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

 

| **Percentage of Total Shares** | ** ** | **Vesting Date**       |
|--------------------------------|------------|------------------------|
| 20%                            |       | November 15, 2009 |
| 20%                            |       | November 15, 2010 |
| 20%                            |       | November 15, 2011 |
| 20%                            |       | November 15, 2012 |
| 20%                            |       | November 15, 2013 |

 

(b)           the occurrence of a Change in Control, as defined in Section 3.8(a) ofthe Plan, as in effect on the 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 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.             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, subject to and asset forth in Section 9 hereof, shall be forfeited as of the date of suchtermination 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.             Issuance of 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 Stock which shall be maintained in book entryform on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend:

 

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“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE,HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BYTHIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEENGENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIESREPRESENTED BY THIS CERTIFICATE.  NOTRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OFSUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OREFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BEOBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TOTHE SECRETARY OF GENERAL MARITIME CORPORATION.”

 

If the Restricted Stock isin book entry form, it shall be subject to electronic coding or stop orderindicating that such shares of Restricted Stock are restricted by the terms ofthis Agreement and the Plan.  Suchlegend, electronic coding or stop order shall not be removed until such sharesof 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 withfractional shares 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, 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.

 

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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 anyshares, 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 other property (but not including securities)received by a Participant with respect to a share of Restricted Stock shall notvest until the underlying share of Restricted Stock vests, and, if the Committeeor the Board of Directors so elects in their sole discretion, shall be held bythe Company or such other custodian as may be designated by the Company untilsuch dividends or other property vest. Any such cash dividends or other property shall be forfeited andreturned to the Company in the event the underlying share of Restricted Stockis forfeited, subject to Section 2.7(f) of the Plan.  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, subject to Section 2.7(f) ofthe Plan.  Unless the Committee otherwisedetermines, such securities shall bear the legend or be subject to theelectronic coding or stop order set forth in Section 7(a) hereof.

 

10.           Delays or Omissions.  No delay oromission to exercise any right, power or remedy accruing to any party heretoupon any breach or default of any party under this Agreement, shall impair anysuch right, power or remedy of such party, nor shall it be construed to be awaiver of any such breach or default, or an acquiescence therein, or of or inany similar breach or default thereafter occurring, nor shall any waiver of anysingle breach or default be deemed a waiver of any other breach or defaulttheretofore or thereafter occurring.  Any waiver, permit, consent orapproval of any kind or character on the part of any party of any breach ordefault under this Agreement, or any waiver on the part of any party or anyprovisions or conditions of this Agreement, must be in a writing signed by suchparty and shall be effective only to the extent specifically set forth in suchwriting.

 

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.

 

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12.           Integration.  This Agreement contains theentire understanding 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 beexecuted in two or more counterparts, each of which shall be deemed anoriginal, but all of which shall constitute one and the same instrument.

 

14.           Governing Law.  This Agreement shall begoverned by and construed and enforced in accordance with the laws of the Stateof 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 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 withholding requirementsrelated to such inclusion in Participant’s income. The Participant shouldconsult with his tax advisor to determine the tax consequences of acquiring theRestricted Stock and the advantages and disadvantages of filing the Section 83(b) election.  The Participant acknowledges that it is hissole 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 makethis 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 or any successor agreement (suchagreement or any successor agreement, 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) (or any similar provision with respect toa successor agreement) of the Employment Agreement (such provisions to applyirrespective of whether the Employment Agreement or its Term continues ineffect at the time of such Excise Tax) and such Section 5(f) of theEmployment Agreement relating to the Gross-Up Payment (as defined in theEmployment Agreement) shall be incorporated with full effect into thisAgreement, provided that any reference to “you” and to “this Agreement” in suchSection 5(f) shall be deemed to refer to the “Participant” and thisRestricted Stock Grant Agreement, respectively.

 

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

 

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

 

 

 
|   |   | GENERAL MARITIME CORPORATION |
|--------|--------|------------------------------|
|   |   |                         |   |   |
|   |   |                         |   |   |
|   |   | By:                          | /s/ John C. Georgiopoulos |   |
|   |   | Name:                        | John C. Georgiopoulos |   |
|   |   | Title:                       | Executive Vice President, 

Treasurer and Secretary |   |
|   |   |                         |   |   |
|   |   |                         |   |   |
|   |   |                         |   |   |
|   |   | /s/ John P. Tavlarios        |   |
|   |   | JOHN P. TAVLARIOS            |

 

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