**Exhibit 10.100**

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**General Maritime Corporation**

**Restricted Stock Grant Agreement**

** **

THIS AGREEMENT, made as of the 24th day of December, 2009, between GENERALMARITIME CORPORATION (the “Company”) and John P. Tavlarios (the “Participant”).

 

WHEREAS, the Company has adopted and maintains theGeneral Maritime Corporation 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 CompensationCommittee (the “Committee”) of the Board of Directors (or the Board ofDirectors if it so elects) shall administer the Plan and determine the keypersons to whom awards shall be granted and the amount and type of such awards;and

 

WHEREAS, the Committee and the Board of Directorshave determined that the purposes of the Plan would be furthered by grantingthe Participant an award under the Plan as set forth in this Agreement;

 

NOW, THEREFORE, in consideration of the premises andthe mutual covenants hereinafter set forth, the parties hereto hereby agree asfollows:

 

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 90,400 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 24, 2009.

 

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)           Thedates specified in the following table, and

 
| **Percentage of Total  Shares** | ** ** | **Vesting Date**       | ** ** |
|---------------------------------|------------|------------------------|------------|
| 25%                             |       | November 15, 2010 |       |
| 25%                             |       | November 15, 2011 |       |
| 25%                             |       | November 15, 2012 |       |
| 25%                             |       | November 15, 2013 |       |

 

(b)           theoccurrence 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 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 of 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:

 

“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, 

HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE

 

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SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OFTHE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTEDSTOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OFRECORD OF 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 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 the booksof 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.             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, unlessand until the Company is advised by its counsel that the issuance of suchshares is in compliance with all applicable laws, regulations of governmentalauthority and the requirements of any securities exchange on which shares ofCommon Stock are traded.  The Committee may require, as a conditionof the issuance of shares of Common Stock pursuant to the terms hereof, thatthe 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 theCommittee or the Board of Directors so elects in their sole discretion, shallbe held by the Company or such other custodian as may be designated by theCompany 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 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 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 such employmentor 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 withholdingrequirements related to such inclusion in Participant’s income. The Participantshould consult with his 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 sole responsibility, and notthe Company’s, to file a timely election under Section 83(b), even if theParticipant requests the Company or its representatives to make this filing onhis 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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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/  John P. Tavlarios        |
|   | JOHN  P. TAVLARIOS            |

 

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