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Exhibit 10.3 General Maritime Corporation
299 Park Avenue, Second Floor
New York, New York 10171 December 15, 2008 John C.
Georgiopoulos
207 McKinley Place
Ridgewood, New Jersey 07450 Dear John:
Reference
is hereby made to that certain letter agreement, dated
April 22, 2005 (the " Previous Agreement "), between
you and General Maritime Corporation, a Marshall Islands
corporation (" Historic General Maritime "). As you know,
Historic General Maritime has entered into an Agreement and Plan of
Merger and Amalgamation, dated as of August 5, 2008 (as
amended from time to time, the " Merger Agreement "), with
Arlington Tankers Ltd., Galileo Holding Corporation, Archer
Amalgamation Limited and Galileo Merger Corporation (" Merger
Sub "). Pursuant to the Merger Agreement, among other things,
subject to the terms and conditions thereof, Merger Sub will merge
with and into Historic General Maritime, with Historic General
Maritime continuing as the surviving corporation and a wholly-owned
subsidiary of Galileo Holding Corporation, with Galileo Holding
Corporation to be renamed "General Maritime Corporation" (which we
refer to herein as " New General Maritime " or the "
Company "). New General Maritime will continue to be a
Marshall Islands corporation with its principal place of business
in New York, New York.
The
Company desires to employ you as Executive Vice President,
Treasurer and Secretary of the Company or such other position(s) of
a senior executive nature as the Board of Directors of the Company
(the " Board of Directors ") may from time to time assign to
you, and you desire to be so employed by the Company, subject to
the terms and conditions set forth in this letter agreement (this "
Agreement "). Therefore, the Company and you are entering
into this Agreement to be effective as of the date on which the
effective time of the transactions contemplated by the Merger
Agreement (collectively, the " Merger ") occurs (the "
Effective Date "), and contingent upon and subject to the
consummation of the Merger. Contingent upon and subject to the
consummation of the Merger, the Previous Agreement shall be
terminated as described herein upon the Effective Date.
As used
in this Agreement, the term " General Maritime Group " means
and includes the Company and each of its subsidiaries and
controlled affiliates and joint ventures from time to time.
Accordingly,
in consideration of the mutual covenants hereinafter set forth and
intending to be legally bound, the Company and you hereby agree as
follows: 1. Employment;
Term; Effect of this Agreement .
(a) The
Company hereby employs you, and you hereby accept such employment
and agree to serve the Company and the other members of the General
Maritime
John C. Georgiopoulos
December 15, 2008
Page 2 Group, upon the terms and conditions hereinafter set forth,
for a term commencing on the Effective Date and (unless sooner
terminated as hereinafter provided) expiring on the one-year
anniversary of the Effective Date (the " Term ").
Thereafter, the Term shall automatically renew for successive
one-year terms, unless either the Company or you gives notice to
the other not less than 120 days prior to the expiration of
such Term that the Term will not be extended. In any event, the
Term shall terminate if either the Company or you terminates your
employment hereunder in accordance with the provisions of
Section 4 hereof, in which event the Term shall
terminate on the Termination Date. An election not to renew shall
be deemed "termination" of your employment for purposes of
Section 5 hereof.
(b) Upon
the Effective Date, and contingent upon and subject to the
consummation of the Merger, the Previous Agreement shall be
terminated and superseded by this Agreement. The parties hereto
agree that the termination of the Previous Agreement shall not be
construed or considered an early termination of said Previous
Agreement, and you hereby specifically waive any and all right and
entitlement to any termination payment or benefit provided for
under the Previous Agreement.
(c) In
the event that the Merger has not been consummated by
March 31, 2009 or the Merger Agreement is terminated in
accordance with its terms, this Agreement shall be null and void
and of no force or effect, and the Previous Agreement shall
continue in full force and effect in accordance with the terms
thereof. 2. Position;
Duties .
(a) During
the Term, you will hold the title and office of, and serve in the
position of, Executive Vice President, Treasurer and Secretary, and
such other position(s) of a senior executive nature as the Board of
Directors shall from time to time assign to you. You shall report
to the Chief Financial Officer of the Company (the " CFO ")
and/or such senior executive designee as the Board of Directors may
name and shall have such authorities and duties consistent with
your positions in a company the size and nature of the Company. You
shall also perform such specific duties and services of a senior
executive nature (including service as an officer, director or
equivalent position of any subsidiary, affiliated company or
venture of the General Maritime Group, without additional
compensation) as the CFO shall reasonably request, provided such
duties and services are consistent with your position(s).
(b) During
the Term, you shall (i) devote your full business time and
attention to the business and affairs of the Company (and the other
members of the General Maritime Group, to the extent requested
pursuant to Section 2(a) above) and use your reasonable
best efforts to faithfully perform your duties and responsibilities
and (ii) abide by all applicable policies of the Company and
the other members of the General Maritime Group from time to time
in effect known to you or provided to you electronically or in
writing. To the extent consistent with your duties and
responsibilities hereunder, you may (A) engage in charitable,
educational and community affairs, including serving on the board
of directors of any charitable, educational or community
organization, (B) manage your personal passive investments,
(C) upon approval of the CFO, serve as a director of another
company and (D) engage in activities approved by the Board of
Directors.
John C. Georgiopoulos
December 15, 2008
Page 3
(c) Without
limiting any obligation of the Company to you, your service
hereunder shall be for the benefit of the members of the General
Maritime Group and the Company shall allocate the cost of these
arrangements among such members of the General Maritime Group as it
determines is appropriate. 3.
Salary; Additional Compensation; Perquisites and Benefits .
(a) During
the Term, the Company will pay you a base salary at an annual rate
of not less than Three Hundred Twenty-Five Thousand Dollars
($325,000) (" Base Salary "), subject to annual review by
the Compensation Committee of the Board of Directors (the "
Compensation Committee ") and, in the discretion of the
Compensation Committee, increase, but not decrease, from time to
time. After any such increase, the term " Base Salary " as
utilized in this Agreement shall thereafter refer to the increased
amount. Such Base Salary shall be paid in installments in
accordance with the Company’s standard practice, but not less
frequently than monthly.
(b) For
each fiscal year throughout the Term, you will be eligible to earn
a bonus as determined by the Compensation Committee. The terms and
conditions of this bonus opportunity will be in the discretion of
the Compensation Committee. Bonuses that are based upon achievement
of specific performance targets will be paid on February 1 of the
year following the year for which the bonus is payable or such
other date as the Compensation Committee may specify at such time
as it determines the applicable target. Discretionary bonuses that
are to be paid after the calendar year during which their amount is
determined by the Compensation Committee will be paid on February 1
of the calendar year following such determination or such other
date as the Compensation Committee may specify at the time of such
determination. In no event shall the Company be in breach of this
provision so long as payment is made at a time that is considered
timely for purposes of Section 409A of the Internal Revenue
Code of 1986, as amended (the " Code ").
(c) During
the Term, you will be eligible to participate in all benefit
programs as are from time to time made generally available to other
senior executives of the General Maritime Group. The Company
intends to consider obtaining (i) Company-paid life insurance
and (ii) long-term disability insurance for your benefit but
any such program will depend upon the Company’s assessment of
the availability and cost of such a program. It is anticipated that
the Company will obtain such coverage so long as it provides
benefits the Company reasonably determines are appropriate for a
cost per executive of no more than $10,000 per annum. To the extent
the Company does not obtain such coverage for you, it shall
reimburse you for your cost of obtaining such coverage up to
$10,000 per annum.
(d) The
Company will reimburse you, in accordance with its standard
policies from time to time in effect, for such reasonable and
necessary out-of-pocket business expenses as may be incurred by you
during the Term in the performance of your duties and
responsibilities for any member of the General Maritime Group. You
will provide documentation of such expenses as reasonably required
under standard Company policies from time to time.
John C. Georgiopoulos
December 15, 2008
Page 4
(e) You
shall be entitled to a vacation period to be credited and taken in
accordance with General Maritime Group policy, from time to time in
effect, of four weeks per annum.
(f) You
shall be eligible to receive stock option and other equity grants
from time to time pursuant to the Company’s Stock Incentive
Plan, as amended from time to time, or any successor employee stock
incentive plan in accordance with the terms and conditions thereof.
4. Termination .
(a) The
Company may terminate your employment under this Agreement at any
time for Cause in accordance herewith. As used herein, the term "
Cause " means:
(i) any
act or failure to act by you involving fraud, material theft or
embezzlement;
(ii)
conviction of (or a plea of nolo contendere to) a
crime that constitutes a felony or other crime involving moral
turpitude, in either case within the meaning of applicable law;
(iii)
in carrying out your duties for the Company, you engage in conduct
that constitutes willful gross neglect or willful gross misconduct
resulting, in either case, in material economic harm to the
Company; or
(iv)
your failure or refusal to perform or observe any of your material
duties, responsibilities or obligations set forth in this Agreement
or your failure to follow the directions of an officer of the
General Maritime Group to whom you report or of the Board of
Directors.
Notwithstanding
anything herein to the contrary, your employment shall not be
terminated for Cause under Section 4(a)(i) ,
(iii) or (iv) above unless you are given notice by
the Company of circumstances constituting the basis for such
termination and, if such circumstances are curable, for
30 days after receipt of such notice you have failed to cure
them.
(b) Your
employment hereunder will terminate forthwith upon your death or,
at the Company’s option, 30 days after the Company gives
notice terminating your employment for Disability. As used herein,
the term " Disability " means your inability to perform your
duties and responsibilities as contemplated under this Agreement
for a period of more than 180 consecutive days, or for a period
aggregating more than 240 days, whether or not continuous,
during any 360-day period, due to physical or mental incapacity or
impairment as determined in accordance herewith. A determination of
Disability will be made by a physician satisfactory to both you and
the Company; provided that if you and the Company cannot agree as
to a physician, then each will select a physician and these two
together will select a third physician, whose determination as to
Disability will be binding on you and the Company. You, your legal
representative or any adult member of your immediate family shall
have the right to present to
John C. Georgiopoulos
December 15, 2008
Page 5 the Company and such physician such information and
arguments on your behalf as you or they deem appropriate, including
the opinion of your personal physician. Should your employment be
terminated due to Disability, all base salary and other
compensation otherwise due to you hereunder shall be continued
through the date on which your employment is terminated for
Disability.
(c) You
may terminate your employment voluntarily or for Good Reason (as
defined below) and a termination of your employment by you for any
reason shall not be deemed to be a breach of this Agreement.
(d) For
purposes of this Agreement, " Termination Date " shall mean:
(i) if your employment is terminated by the Company for Cause,
the date of notice of termination from the Company in accordance
with Section 15 , provided that if the termination is
for Cause pursuant to Section 4(a)(i) , (iii) or
(iv) of the definition of Cause and the circumstances
constituting the basis for such termination are curable, then the
Termination Date shall be the date on which the applicable cure
period lapses if you have not cured; (ii) if your employment
is terminated by the Company without Cause or by you without Good
Reason (other than for Disability), the date set forth in the
notice of termination (which in no event shall be earlier than the
date such notice is effective); (iii) if your employment is
terminated by reason of death, the date of death; (iv) if your
employment is terminated upon Disability, 30 days after notice
is given as specified in Section 4(b) above; and
(v) if your employment is terminated by you for Good Reason,
the date indicated in the last sentence of Section 5(b)
. 5. Severance; Consequences
of a Change of Control . In the event that your employment is
terminated, you shall be entitled only to the following
compensation, benefits and entitlements:
(a) In
the event that your employment is terminated for Cause, or if you
resign without Good Reason (as hereinafter defined) (other than for
Disability pursuant to Section 4(b) ), you shall be
entitled to (i) an amount equal to your accrued but unpaid
Base Salary through the Termination Date, (ii) any amounts
owing to you but not yet paid, including without limitation, any
bonus payments awarded for any performance period that has ended
and any business expenses required to be reimbursed under
Section 3(d) , and (iii) other payments,
entitlements and benefits, if any, in accordance with applicable
plans, programs, arrangements of, or any agreement, including this
Agreement, with, the Company or any other member of the General
Maritime Group. All amounts payable to you pursuant to clauses
(i) and (ii) of the preceding sentence shall be paid to
you in a single lump sum no later than 30 days after the
Termination Date, and any payments, entitlements or benefits
referred to in clause (iii) of the preceding sentence shall be
paid or provided to you at the time or times and in the manner
provided for in the applicable plan, program, arrangement or
agreement.
(b) Except
as otherwise provided in Section 5(d) below, in the
event that your employment is terminated (other than upon your
death or Disability) during the Term (i) by the Company other
than for Cause or (ii) by you for Good Reason, then the
Company shall (A) provide you with coverages under any General
Maritime Group medical, dental, long-term disability or life
insurance benefit plan or program in which you participated
existing
John C. Georgiopoulos
December 15, 2008
Page 6 immediately prior to such termination or any replacement
plan or program (so long as such coverage is available under the
Company’s applicable plans or programs and as to long-term
disability and life insurance coverage costs the Company no more
than 120% of the cost per annum prior to termination of your
employment) for a period of 24 months following the
Termination Date, and (B) pay you, in a lump sum no later than
20 days after the Termination Date, an amount equal to two
times (x) Base Salary plus (y) the average of the Annual
Incentive Awards granted to you (whether granted by the Company or
by Historic General Maritime) for each of the three years preceding
the year in which the Termination Date occurs and (C) pay you,
in a lump sum no later than 20 days after the Termination
Date, a pro-rata bonus for the year in which the Termination Date
occurs equal to the amount by which (I) the amount determined
by multiplying the average Annual Incentive Award granted to you
(whether granted by the Company or by Historic General Maritime)
during the three years preceding the year in which the Termination
Date occurs by a fraction, the numerator of which is the number of
days you were employed by the Company during the year of
termination and the denominator of which is 365 exceeds
(II) the value of any Annual Incentive Award granted or paid
to you in respect of the year of termination (" Pro-rata
Bonus "). For purposes of this Agreement, " Annual Incentive
Award " for any year shall mean the cash bonus earned by you
for such year, including any amounts deferred. In addition, with
respect to a termination of your employment by you for Good Reason
or by the Company without Cause upon or within two years of a
Change of Control, your Annual Incentive Award shall also include
the value on the date of grant of any equity awards granted to you
for such year which for stock options shall be the Black-Scholes
value. In addition, the Company agrees that your rights (your "
COBRA " rights) to continued medical coverage pursuant to
Section 4980B of the Code shall be deemed to commence after
the expiration of the period described in clause (A) above, so
long as the Company’s policies allow such a commencement.
Finally, you shall be entitled to receive all amounts, payments,
entitlements and benefits referred to in clauses (i) through
(iii) of Section 5(a) above, at the time or times
and in the manner indicated in Section 5(a) .
For the
purpose of this Agreement, termination of employment hereunder by
you for " Good Reason " shall mean your termination of your
employment by notice to the Company following the occurrence of any
of the following without your prior consent: (1) reduction in
your Base Salary; (2) a material diminution in your positions,
duties or authorities as described in Section 2 ;
(3) your removal from the positions described in
Section 2(a) above; (4) your assignment to an
office more than 25 miles from the location of the Company’s
headquarters as of the Effective Date; (5) a breach by the
Company of any material provision of this Agreement; or
(6) the failure by the Company to obtain the assumption in
writing of its obligation to perform any agreement between you and
the Company by any successor to all or substantially all of the
assets of the Company, within 15 days after a merger,
consolidation, sale or similar transaction involving the Company.
Any such termination by you for "Good Reason" shall be effective
only upon the following procedure: Within 90 days of the
initial existence of the circumstances constituting "Good Reason"
you shall give the Company 30 days written notice of such
circumstances and of your intention to terminate your employment
for "Good Reason" if the Company fails to cure such circumstances
within such 30-day period. In the event of such failure, your
termination shall be effective on the first day following the
expiration of such 30-day period.
John C. Georgiopoulos
December 15, 2008
Page 7
(c) In
the event that your employment is terminated on account of your
death or Disability, the Company will pay to you (or your estate or
legal representative, as the case may be) in a lump sum within
30 days after the Termination Date an amount equal to the sum
of (i) Base Salary plus a Pro-rata Bonus through the
Termination Date and (ii) one year’s Base Salary and
shall provide you (in the case of Disability) and your eligible
dependents with continued medical coverage, at the Company’s
cost, for 12 months following the Termination Date to the
extent available under the Company’s applicable plans or
programs. In addition, you (or your estate or legal representative,
as the case may be) shall be entitled to receive all amounts
referred to in clauses (i) through (iii) of
Section 5(a) above, at the time or times and in the
manner indicated in Section 5(a) .
(d)
Change of Control . If (i) a Change of Control occurs
and (ii) upon the Change of Control or within 2 years
thereafter you terminate your employment for Good Reason (as
defined above) or the Company terminates your employment without
Cause, you shall be entitled to all the payments, benefits and
entitlements as of the Termination Date as set forth in Section
5(b) , provided, that (x) the multiple in
Section 5(b)(B) shall be three, and (y) the time
period in Section 5(b)(A) shall be for 36 months.
(e) As
used herein, the term " Change of Control " means the
occurrence of any of the following:
(i) any
"person" (as such term is used in Sections 3(a)(9) and 13(d)
of the Securities Exchange Act of 1934, as amended (the "
Exchange Act ")) or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act), other than Peter C.
Georgiopoulos or entities which he directly or indirectly controls
(as defined in Rule 12b-2 under the Exchange Act), acquiring
"beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than fifty percent
(50%) of the Voting Stock of the Company;
(ii)
any "person" (as such term is used in Sections 3(a)(9) and
13(d) of the Exchange Act) or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act), other than Peter C.
Georgiopoulos or entities which he directly or indirectly controls
(as defined in Rule 12b-2 under the Exchange Act), acquiring
within a 12-month period "beneficial ownership" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
thirty percent (30%) or more of the Voting Stock of the Company;
(iii)
the sale of all or substantially all of the Company’s assets
in one or more related transactions within a 12-month period to a
"person" (as such term is used in Sections 3(a)(9) and 13(d)
of the Exchange Act) other than such a sale (A) to a
subsidiary of the Company which does not involve a change in the
equity holdings of the Company or (B) to Peter C. Georgiopoulos or
entities which he directly or indirectly controls;
(iv)
any merger, consolidation, reorganization or similar event of the
Company, as a result of which the holders of the Voting Stock of
the Company immediately prior to such merger, consolidation,
reorganization or similar event do not
John C. Georgiopoulos
December 15, 2008
Page 8 directly or indirectly hold at
least fifty percent (50%) of the Voting Stock of the surviving
entity; or
(v) the
majority of the Board of Directors becomes comprised during a
12-month period of individuals other than members of the Board of
Directors on the Effective Date immediately following the
consummation of the Merger (" Incumbent Directors ");
provided , that any individual becoming a director
subsequent to such date whose election or nominatio
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