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**Exhibit 10.65**

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**General Maritime Corporation**

**Restricted Stock Grant Agreement**

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THIS AGREEMENT is made asof December 23, 2008, between GENERAL MARITIME CORPORATION (the “Company”)and E. Grant Gibbons (the “Participant”).

 

WHEREAS, the Company hasadopted and maintains the General Maritime Corporation 2001 Stock IncentivePlan, as amended (the “Plan”) to provide certain key persons, on whoseinitiative and efforts the successful conduct of the business of the Companydepends, and who are responsible for the management, growth and protection ofthe business of the Company, with incentives to: (a) enter into and remainin the service of the Company, a Company subsidiary or a Company joint venture,(b) acquire a proprietary interest in the success of the Company, (c) maximizetheir performance 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 Planprovides that the Compensation Committee (the “Committee”) of the Board ofDirectors (or the Board of Directors if it so elects) shall administer the Planand determine the key persons to whom awards shall be granted and the amountand type of such awards; and

 

WHEREAS, the Board ofDirectors has determined that the purposes of the Plan would be furthered bygranting the Participant an award under the Plan as set forth in thisAgreement;

 

NOW, THEREFORE, inconsideration of the premises and the mutual covenants hereinafter set forth,the parties hereto hereby agree as follows:

 

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 3,200 restricted shares (the “RestrictedStock”) of common stock of the Company, par value $0.01 per share (“CommonStock”).

 

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

 

3.             Incorporation of Plan.  Allterms, conditions and restrictions of the Plan are incorporated herein and madepart hereof as if stated herein.  If there is any conflict betweenthe terms and conditions of the Plan and this Agreement, the terms andconditions of 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 thisAgreement, the Restricted Stock shall vest on the earliest of (i) May 14,2009, (ii) the date of the next annual meeting of the Company to followthe date hereof and (ii) the occurrence of a Change in Control, as definedin 

 

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Section 3.8(a) ofthe Plan, as in effect on the date of such occurrence (each such date, the “VestingDate”).

 

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 Service.  In the event that the Participant’s servicewith the Company terminates before the Vesting Date for any reason other thanthe Participant’s death or disability, the Restricted Stock, together with anyproperty received in respect thereof, as set forth in Section 10 hereof,shall be forfeited as of the date of such termination of service, and theParticipant promptly shall return to the Company any certificates evidencingthe Restricted Stock.  Any cash dividendsor other property received in respect of the Restricted Stock also shall beforfeited.  For purposes of thisAgreement, the Participant’s service shall terminate only when the Participantis not a director, an employee or a consultant of the Company, as set forth in Section 1.6(c) ofthe Plan.

 

7.             Death or Disability.  In the event that the Participant dies or theParticipant’s service with the Company terminates due to the Participant’sdisability (within the meaning of Section 2.5(d) of the Plan) beforethe Vesting Date, the Restricted Stock shall become vested in full as of thedate of such death or termination of service.

 

8.             Issuance ofCertificates.

 

(a)           Reasonably promptly after the GrantDate, the Company shall issue and deliver to the Participant a stockcertificate, 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 OROTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TOTHE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND ARESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THEHOLDER OF RECORD 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.”

 

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If the Restricted Stock is in book entry form, it shall be subject toelectronic coding or stop order indicating that such shares of Restricted Stockare restricted by the terms of this Agreement and the Plan.  Such legend, electronic coding or stop ordershall not be removed until such shares of Restricted Stock vest.

 

(b)           Reasonably promptly after theRestricted Stock vests pursuant to Section 4 hereof, (i) in the caseof certificated shares, in exchange for the surrender to the Company of thecertificate evidencing the Restricted Stock, delivered to the Participant underSection 8(a) hereof, and the certificates evidencing any othersecurities received in respect of such shares, if any, the Company shall issueand deliver to the Participant (or the Participant’s legal representative,beneficiary or heir) a certificate evidencing the Restricted Stock and suchother securities, free of the legend provided in Section 8(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 8(a) hereof.

 

(c)           The Company may require as acondition of the delivery of stock certificates or the lifting or removal ofany electronic coding or stop order with respect to book entry shares pursuantto Section 8(b) hereof that the Participant remit to the Company anamount sufficient in the opinion of the Company to satisfy any federal, stateand other governmental tax withholding requirements related to the vesting ofthe applicable shares.  The Committee, inits sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or bydirecting the Company to withhold from delivery shares of Common Stock, in either case valued at theirFair Market Value on the Vesting Date with fractional shares being settled incash.

 

(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 8(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.

 

9.             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 

 

 

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specifically understandsand agrees that the shares of Common Stock, if and when issued, may be “restrictedsecurities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly,the Participant may be required to hold the shares indefinitely unless they areregistered under such Act or an exemption from such registration is available.

 

10.           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 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 8(a) hereof.

 

11.           Delays or Omissions.  Nodelay or omission to exercise any right, power or remedy accruing to any partyhereto upon any breach or default of any party under this Agreement, shallimpair any such right, power or remedy of such party, nor shall it be construedto be a waiver of any such breach or default, or an acquiescence therein, or ofor in any similar breach or default thereafter occurring, nor shall any waiverof any single breach or default be deemed a waiver of any other breach ordefault theretofore or thereafter occurring.  Any waiver, permit,consent or approval of any kind or character on the part of any party of anybreach or default under this Agreement, or any waiver on the part of any partyor any provisions or conditions of this Agreement, must be in a writing signedby such party and shall be effective only to the extent specifically set forthin such writing.

 

12.           Right of Discharge Preserved.  Nothing in this Agreement shall confer uponthe Participant the right to continue as a member of the Board of Directors, oraffect any right which the Company may have to terminate such service.

 

13.           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.

 

14.           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.

 

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15.           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.

 

16.           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 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.

 

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.

 

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/ E. Grant  Gibbons         |   |
|   |   | E. GRANT GIBBONS              |   |

 

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