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**Exhibit 10.64**

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**General Maritime Corporation**

**Restricted Stock Grant Agreement**

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THISAGREEMENT, made as of the 23rd day of December, 2008, between GENERAL MARITIMECORPORATION (the “Company”) and Milton H. Gonzales, Jr. (the “Participant”).

 

WHEREAS,the Company has adopted and maintains the General Maritime Corporation 2001Stock Incentive Plan (as amended, effective December 18, 2006) (the “Plan”)to provide certain key persons, on whose initiative and efforts the successfulconduct of the 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 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 the amountand 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 ofRestricted Stock.  Pursuant to, and subject to, the terms andconditions set forth herein and in the Plan, the Committee hereby grants to theParticipant 16,080 restricted shares (the “Restricted Stock”) of common stockof the Company, par value $0.01 per share (“Common Stock”).

 

2.             Grant Date.  TheGrant Date of the Restricted Stock is December 23, 2008.

 

3.             Incorporation ofPlan.  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.

 

4.             Vesting.  The Restricted Stock shall vest as follows(each specified date, a “Vesting Date”):

 

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(a)           Subject to Section 4(b) hereofand the further provision of this Agreement, a number of whole shares ofRestricted Stock as close as possible to the following percentage of the totalnumber of shares granted hereunder shall vest on the following dates:

 

| **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 inControl, as defined in Section 3.8(a) of the Plan, as in effect onthe date of such occurrence.

 

5.             Restrictions onTransferability.  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.             Termination ofEmployment.  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.             Issuance ofShares.

 

(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

 

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Stockwhich shall be maintained in book entry form on the books of the transferagent.  The Restricted Stock, ifcertificated, shall bear the following legend:

 

“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 OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINEDBY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THESECRETARY OF GENERAL MARITIME CORPORATION.”

 

If the Restricted Stock is in book entryform, it shall be subject to electronic coding or stop order indicating thatsuch shares of Restricted Stock are restricted by the terms of this Agreementand the Plan.  Such legend, electroniccoding or stop order shall not be removed until such shares of Restricted Stockvest.

 

(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.  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)           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 or an appropriate book entry is made on thebooks of the transfer 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 certificateor the making of an appropriate book entry on the books of the transfer agent,the

 

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Participantshall have the rights of a shareholder with respect to the Restricted Stock,including the right to vote the shares, subject to the restrictions ontransferability and the 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 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 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 such cash dividends or other propertyshall be forfeited and returned to the Company in the event the underlying shareof Restricted Stock is forfeited, subject to Section 2.7(f) of thePlan.  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.           Delays orOmissions.  No delay or omission to exercise any right, power orremedy 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.           Right of DischargePreserved.  Nothing in this Agreementshall confer upon the Participant the right to continue in the employ or otherservice of the Company, or affect any right which the Company may have toterminate such employment 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 forthherein.  This Agreement, including, without limitation, the Plan,supersedes all prior agreements and understandings between the parties withrespect 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.           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 toNotify.  If the Participant makes theelection permitted under Section 83(b) of the Internal Revenue Codeof 1986, as amended (that is, an election to include in gross income in theyear of transfer the amounts specified in Section 83(b)), the Participantshall notify the Company of such election within 10 days of filing notice ofthe election 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 is his or her sole responsibility,and not the Company’s, to file a timely election under Section 83(b), evenif the Participant requests the Company or its representatives to make thisfiling on his or her behalf.

 

16.           Reduction inBenefits.  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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parachutepayments” within the meaning of Section 280G(b)(1) of the Code shallbe treated as subject to the Excise Tax, except to the extent that, in theopinion of Counsel, a payment or benefit hereunder (in whole or in part) doesnot 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.

 

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 firstwritten above.

 

|   |   | GENERAL MARITIME CORPORATION |
|--------|--------|------------------------------|
|   |   |                         |
|   |   |                         |
|   |   | By:                          | /s/ John C. Georgiopoulos |   |
|   |   | Name:                        | John C. Georgiopoulos |   |
|   |   | Title:                       | Executive Vice President,  Treasurer and Secretary |   |
|   |   |                         |
|   |   |                         |
|   |   | /s/ Milton H. Gonzales, Jr.  |   |
|   |   | MILTON H. GONZALES, JR.      |   |
|        |        |                              |  |  |  |

 

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