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**Exhibit 10.62**

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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 John C. Georgiopoulos (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 theamount and 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 26,800 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.  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 the followingtable, 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 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.             Issuanceof Shares.

 

(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 Stock which shall be maintained in book entry form on the books ofthe transfer agent.  The RestrictedStock, 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 is in book entry form,it shall be subject to electronic coding or stop order indicating that suchshares of Restricted Stock are restricted by the terms of this Agreement andthe Plan.  Such legend, electronic codingor stop order shall not be removed until such shares of Restricted Stock vest.

 

(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 stockcertificate or the making of an appropriate book entry on the books of thetransfer agent, the Participant shall have the rights of a shareholder withrespect 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.

 

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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 Common Stock,if and when issued, may be “restricted securities,” as that term is defined in Rule 144under the 1933 Act and, accordingly, the Participant may be required to holdthe shares indefinitely unless they are registered under such Act or anexemption 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 underlyingshare 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 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 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.

 

11.           Right ofDischarge Preserved.  Nothing in thisAgreement shall confer upon the Participant the right to continue in the employor other service of the Company, or affect any right which the Company may haveto 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.           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 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 forExcise Tax.  In the event that theParticipant incurs any Excise Tax (as defined in the Participant’s EmploymentAgreement with the Company dated as of April 22, 2005 or any successoragreement (such agreement or any successor agreement, the “Employment Agreement”))on any payments or benefits under this Agreement, the Company shall gross-upthe Participant 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.           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 P. Tavlarios |   |
|   |   | Name:                        | John P. Tavlarios |   |
|   |   | Title:                       | President |   |
|   |   |                         |
|   |   |                         |
|   |   | /s/ John C. Georgiopoulos    |   |
|   |   | JOHN C. GEORGIOPOULOS        |   |
|        |        |                              |  |  |  |

 

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