**Exhibit 10.61**

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**General Maritime Corporation**

**Restricted Stock GrantAgreement**

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THIS AGREEMENT, made as of the 23rd day of December, 2008, betweenGENERAL MARITIME CORPORATION (the “Company”) and Jeffrey D. Pribor (the “Participant”).

 

WHEREAS, the Company has adopted and maintains the General MaritimeCorporation 2001 Stock Incentive Plan (as amended, effective December 18,2006) (the “Plan”) to provide certain key persons, on whose initiative andefforts the successful conduct of the business of the Company depends, and whoare responsible for the management, growth and protection of the business ofthe Company, with incentives to: (a) enter into and remain in the serviceof the Company, a Company subsidiary or a Company joint venture, (b) acquirea proprietary interest in the success of the Company, (c) maximize theirperformance and (d) enhance the long-term performance of the Company(whether directly or indirectly through enhancing the long-term performance ofa 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) shalladminister the Plan and determine the key persons to whom awards shall begranted and the amount and type of such awards; and

 

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

 

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

 

1.             Grantof Restricted Stock.  Pursuant to, and subject to, the terms andconditions set forth herein and in the Plan, the Committee hereby grants to theParticipant 53,600 restricted shares (the “Restricted Stock”) of common stockof the Company, par value $0.01 per share (“Common Stock”).

 

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

 

3.             Incorporationof Plan.  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.  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 thefollowing 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 Changein Control, as defined in Section 3.8(a) of the Plan, as in effect onthe date of such occurrence.

 

5.             Restrictionson Transferability.  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.             Terminationof Employment.  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 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.             Issuanceof 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 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 RECORDOF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.  NO TRANSFER OF THE SECURITIES REPRESENTED BYTHIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANTAGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BYTHE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIMECORPORATION.”

 

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.             SecuritiesMatters.  The Company shall be underno obligation to effect the registration pursuant to the Securities Act of1933, as amended (the “1933 Act”) of any interests in the Plan or any shares ofCommon Stock to be issued thereunder or to effect similar compliance under anystate laws.  The Company shall not be obligated to cause to be issuedany shares, 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 otherproperty (but not including securities) received by a Participant with respectto a share of Restricted Stock shall not vest until the underlying share ofRestricted Stock vests, and, if the Committee or the Board of Directors soelects in their sole discretion, shall be held by the Company or such othercustodian as may be designated by the Company until such dividends or otherproperty vest.  Any such cash dividendsor other property shall be forfeited and returned to the Company in the eventthe underlying share of Restricted Stock is forfeited, subject to Section 2.7(f) ofthe Plan.  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.           Delaysor Omissions.  No delay or omission to exercise any right, poweror remedy 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.

 

11.           Rightof Discharge Preserved.  Nothing inthis Agreement shall confer upon the Participant the right to continue in theemploy or other service of the Company, or affect any right which the Companymay have to terminate such employment or service.

 

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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.           GoverningLaw.  This Agreement shall be governed by and construed andenforced in accordance with the laws of the State of New York, without regardto the provisions governing conflict of laws.

 

15.           Obligationto Notify.  If the Participant makesthe election permitted under Section 83(b) of the Internal RevenueCode of 1986, as amended (that is, an election to include in gross income inthe year of transfer the amounts specified in Section 83(b)), theParticipant shall notify the Company of such election within 10 days of filingnotice of the election with the Internal Revenue Service and shall within thesame 10-day period remit to the Company an amount sufficient in the opinion ofthe Company to satisfy any federal, state and other governmental taxwithholding requirements related to such inclusion in Participant’s income. TheParticipant should consult with his tax advisor to determine the taxconsequences of acquiring the Restricted Stock and the advantages anddisadvantages 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.           Reimbursementfor Excise Tax.  In the event thatthe Participant incurs any Excise Tax (as defined in the Participant’sEmployment Agreement with the Company dated as of April 22, 2005 or anysuccessor agreement (such agreement or any successor agreement, the “EmploymentAgreement”)) on any payments or benefits under this Agreement, the Companyshall gross-up the Participant the amount of such Excise Tax incurred inaccordance with the provisions of Section 5(f) (or any similarprovision with respect to a successor agreement) of the Employment Agreement(such provisions to apply irrespective of whether the Employment Agreement orits Term continues in effect at the time of such Excise Tax) and such Section 5(f) ofthe Employment 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.           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.

 

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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/ Jeffrey D. Pribor        |   |
|   |   | JEFFREY D. PRIBOR            |

 

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