**Exhibit 10.68**

 

**CONSULTING AGREEMENT**

 

THIS CONSULTING AGREEMENT entered into as of January 1, 2009 (the “EffectiveDate”), between Edward Terino (the “Consultant”) and General MaritimeCorporation, a Marshall Islands corporation formerly known as Galileo HoldingCorporation (the “Company”).

 

WHEREAS, the Company desires to retain the Consultant to providecertain services and to compensate the Consultant for his performance of theseservices;

 

NOW THEREFORE, in order to effect the foregoing, the Company and theConsultant wish to enter into a consulting agreement upon the terms and subjectto the conditions set forth below. Accordingly, in consideration of the premises and the respectivecovenants and agreements of the parties set forth herein, and intending to belegally bound hereby, the parties hereto agree as follows:

 

**1.             Engagement;Term.**            TheCompany hereby engages the Consultant, and the Consultant hereby accepts suchengagement and agrees to serve as a consultant to the Company, upon the termsand conditions hereinafter set forth, for a term commencing on the EffectiveDate and expiring three months following the Effective Date (the “Term”),subject to Section 6 hereof.

 

**2.             Servicesto Be Provided. **The****Consultant will provide consulting services to the Companyon an as-needed basis consisting of assisting the General Maritime Group (asdefined below) in the integration of Arlington Tankers Ltd. and itssubsidiaries (collectively, “Arlington”) into the operations of the GeneralMaritime Group and such other services as the Company may reasonablyrequest.  As used in this Agreement, theterm “General Maritime Group” means and includes the Company and each of itssubsidiaries and controlled affiliates and joint ventures from time totime.  Such services will be performed atreasonably convenient and mutually acceptable times, with consideration for theConsultant’s other business and personal obligations.  In order to provide such services, theConsultant will continue to use equipment previously provided by the Company tocomplete such services. The Consultant shall be permitted to engage in otherbusiness activities, provided that such activities do not otherwise violate theterms of this Agreement or materially impair his ability to perform his dutieshereunder.

 

**3.             FeesPayable to the Consultant. **Inconsideration of the Consultant’s services hereunder, the Company shall pay theConsultant a consulting fee in the amount of $25,000 per month of the Term (the“Consulting Fees”).  The Consulting Feeswill be paid monthly in arrears.  Inaddition, the Company shall reimburse the Consultant for reasonableout-of-pocket expenses related to the services to be provided for (i) travelto the Westport, Connecticut and New York City offices of the General MaritimeGroup, (ii) other travel approved in advance by the Company in writing, or(iii) other items approved by the Company in writing.

 

**4.             Consultant’sIndependent Contractor Status.**

 

(a)          In performing theconsulting services hereunder, the Consultant shall be an independentcontractor.  Nothing contained hereinshall be construed to constitute the parties hereto as partners or jointventurers, or either as an agent of the other. The Consultant shall not be considered as having an employee statusduring his consulting engagement and shall not be entitled to participate inany employee plans, arrangements or distributions by the Company during suchperiod.  The Consultant shall not provideany services under the Company’s name or act as an agent of the Company and shallnot hold himself out as an employee of the Company.  Under no circumstances shall the Consultant (i) enterinto any agreements on behalf of the Company, (ii) incur any obligationson behalf of the Company, (iii) act for or to bind the Company in any way,(iv) sign the name of the Company, (v) represent that the Company isin any way responsible for the acts or omissions of the Consultant or (vi) referto the Company as a customer in any manner or format.

 

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(b)         Except as otherwiserequired by law, the Company shall not withhold any sums from the ConsultingFees for Social Security or other federal, state or local tax liabilities orcontributions, and all such withholdings, liabilities, and contributions shallbe solely the Consultant’s responsibility.

 

(c)          As an independentcontractor during his consulting engagement, the Consultant shall be solelyresponsible for determining the means and methods by which he shall perform theservices described herein.  All of theConsultant’s activities during his consulting engagement will be at his ownrisk, and he shall have sole responsibility for arrangements to guard againstphysical, financial, and other risks, as appropriate.

 

(d)         Notwithstanding theparties’ intention and agreement that the Consultant be an independentcontractor and not be an employee of the Company during his consultingengagement, the parties recognize that the applicable law and properapplication thereof is not always clear. The Consultant understands and agrees that if he should be classified asan employee under any such law, the Consultant shall remain ineligible toparticipate in any Company bonus, pension, profit-sharing (including 401(k)),health, life, and all other employee benefit plans, and the Consultantexpressly waives any right to any such benefits.  The Consulting Fees to be paid to theConsultant under this Agreement take into account the fact that the Consultantis ineligible in all events to participate in such plans.  In addition, the Consultant acknowledges thatpolicies and practices of the Company with respect to its employees do notapply to the Consultant, and the terms of his consulting engagement by theCompany are governed solely by the express provisions of this Agreement.

 

**5.             ConfidentialInformation. **Consultantacknowledges and agrees that (i) in the performance of his dutieshereunder, the General Maritime Group will from time to time disclose to himand entrust him with, non-public, confidential and/or proprietary informationof the General Maritime Group (“Confidential Information”).  The parties hereto therefore agree that Section 9of the Release dated as of December 31, 2008 by and between the Consultantand Arlington Tankers Ltd. (the “Release”) is incorporated herein by reference,that references to the “Company” in such Section 9 shall be deemed torefer to the General Maritime Group, and that the obligations of Consultantunder such Section 9 shall apply to Confidential Information which mayhave been or be disclosed to him before, on, or after the date hereof.

 

**6.**             **Termination. **The Company may terminateConsultant’s consulting engagement hereunder prior to the expiration of theTerm at any time for (i) any act or failure to act by Consultant involvingfraud, material theft or embezzlement involving the Company or any other memberof the General Maritime Group; (ii) conviction of (or a plea of nolocontendere to) a crime by Consultant that constitutes a felony or other crimeinvolving moral turpitude, in either case within the meaning of applicable law;(iii) Consultant’s breach of Section 5 hereof, or (iv) Consultant’sfailure or refusal to perform the consulting services under Section 2hereunder.

 

**7.             EntireAgreement; Modifications.** This Agreement constitutes the entire agreement between the partieshereto with regard to the subject matter hereof, superseding all priorunderstandings and agreements between such parties, whether written or oral,with respect to such subject matter. This Agreement shall not supersede but shall coexist with any agreemententered into prior to the date hereof to which the Consultant and any entitythat is currently a member of the General Maritime Group is a party withrespect to the subject matter of Section 5 hereof, including, withoutlimitation, the Release.  This Agreementmay not be amended or revised except by a writing signed by the parties.

 

No waiver of any provision of this Agreement or the performance thereofshall be effective unless in writing signed by the party making such wavier orshall be deemed to be a waiver of any other provision or the performancethereof or of any future performance.

 

**8.             Successorsand Assigns.**  ThisAgreement is a personal contract calling for the provision of unique servicesby the Consultant, and the Consultant’s rights and obligations hereunder maynot be sold, transferred, assigned, pledged or hypothecated by theConsultant.  The rights and obligationsof the Company hereunder will be binding upon and run in favor of the successorsand assigns of the Company.

 

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**9.             Captions.**  Captions have been inserted solely for theconvenience of reference and in no way define, limit or describe the scope orsubstance of any provisions of this Agreement.

 

**10.          Severability.**  The provisions of this Agreement areseverable, and the invalidity of any provision shall not affect the validity ofany other provision. Any invalid or unenforceable provision shall not bedeleted but shall be reformed and construed in a manner to enable it to beenforced to the extent compatible with applicable law.

 

**11.          GoverningLaw.**  This Agreementshall be construed under and governed by (both as to validity and performance)and enforced in accordance with the internal laws of the State of New Yorkapplicable to agreements made and to be performed wholly within suchjurisdiction, without regard to the principles of conflicts of law or where theparties are located at the time a dispute arises.  The Company and the Consultant consent andsubmit themselves to the jurisdiction of the State and Federal Courts locatedin the City, County, and State of New York over any dispute arising out of orrelated to this Agreement.

 

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as ofthe date first set forth above.

 

 
| EDWARD TERINO                                 |   |   |
|-----------------------------------------------|--------|--------|
|                                          |   |   |
| _/s/ Edward  Terino                           |   | Date:  | _December 30,  2008 |
|                                          |   |   |   |
|                                          |   |   |   |
| GENERAL MARITIME  CORPORATION                 |   |   |   |
|                                          |   |   |   |
|                                          |   |   |   |
| _/s/ John C.  Georgiopoulos                   |   | Date:  | _December 31,  2008 |
| By:                                           |   |   |   |
| Name:  John  C. Georgiopoulos            |   |   |   |
| Title:     Executive Vice President |   |   |   |

 

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