Exhibit 10.51
General Maritime Corporation
Restricted Stock Grant Agreement
THIS AGREEMENT, made as of the 2nd day of
April 2007, between GENERAL MARITIME CORPORATION (the
“Company”) and Peter C. Georgiopoulos (the
“Participant”).
WHEREAS, the Company has adopted and maintains
the General Maritime Corporation 2001 Stock Incentive Plan (as
amended, effective December 18, 2006) (the “Plan”)
to provide certain key persons, on whose initiative and efforts the
successful conduct of the business of the Company depends, and who
are responsible for the management, growth and protection of the
business of the Company, with incentives to: (a) enter into
and remain in 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) maximize their performance and
(d) enhance the long-term performance of the Company (whether
directly or indirectly through enhancing the long-term performance
of a Company subsidiary or a Company joint venture);
WHEREAS, the Participant has elected to
surrender his right to future receipt of a special dividend of
$15.00 with respect to each share of restricted stock of the
Company granted to the Participant on December 18, 2006 (the
“December 2006 Grant”) and in return receive a
grant of additional shares of restricted stock of the Company,
which additional shares will be subject to substantially the same
terms as the December 2006 Grant, including without limitation
vesting;
WHEREAS, the Plan provides that the
Compensation Committee (the “Committee”) of the Board
of Directors (or the Board of Directors if it so elects) shall
administer the Plan and determine the key persons to whom awards
shall be granted and the amount and type of such awards;
and
WHEREAS, the Committee and the Board of
Directors have determined that the purposes of the Plan would be
furthered by granting the Participant an award under the Plan as
set forth in this Agreement;
NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter set forth, the
parties hereto hereby agree as follows:
1.
Grant of Restricted Stock . Pursuant to, and
subject to, the terms and conditions set forth herein and in the
Plan, the Committee hereby grants to the Participant 77,908
restricted shares (the “Restricted Stock”) of common
stock of the Company, par value $0.01 per share (“Common
Stock”).
2.
Grant Date . The Grant Date of the Restricted
Stock is April 2, 2007.
3.
Incorporation of Plan . All terms, conditions and
restrictions of the Plan are incorporated herein and made part
hereof as if stated herein. If there is any conflict
between the terms and conditions of the Plan and this Agreement,
the terms and conditions of the Plan, as
interpreted by the
Committee, shall govern. Except as otherwise provided
herein, all capitalized terms used herein shall have the meaning
given to such terms in the Plan.
4.
Vesting . Subject to the further provision of this
Agreement, the Restricted Stock shall vest on the earlier to occur
of (the “Vesting Date”):
(a)
November 15, 2016, and
(b)
the occurrence of a Change in Control, as defined in
Section 3.8(a) of the Plan on the date of such
occurrence.
5.
Restrictions on Transferability . Until a share of
Restricted Stock vests, the Participant shall not transfer the
Participant’s rights to such share of Restricted Stock or to
any rights related thereto. Any attempt to transfer unvested
shares of Restricted Stock or any rights related thereto, whether
by transfer, pledge, hypothecation or otherwise and whether
voluntary or involuntary, by operation of law or otherwise, shall
not vest the transferee with any interest or right in or with
respect to such shares of Restricted Stock or such related
rights.
6.
Termination of Employment .
(a)
For Cause/Without Good Reason . In the event that the
Participant’s employment with the Company is terminated by
the Company for Cause or by the Participant without Good Reason
prior to the Vesting Date, all shares of Restricted Stock, together
with any property received in respect of such shares, as set forth
in Section 9 hereof, shall be forfeited as of the date of such
termination of employment and the Participant promptly shall return
to the Company any certificates evidencing such shares, together
with any cash dividends or other property received in respect of
such shares.
(b)
Without Cause/For Good Reason . In the event that the
Participant’s employment with the Company is terminated by
the Company without Cause or by the Participant with Good Reason
prior to the Vesting Date, a portion of the Restricted Stock shall
become vested immediately prior to such termination of employment
and all other shares of Restricted Stock, which have not become
vested, together with any property received in respect of such
shares, as set forth in Section 9 hereof, shall be forfeited
as of the date of such termination of employment and the
Participant promptly shall return to the Company any certificates
evidencing such shares, together with any cash dividends or other
property received in respect of such shares. The number of
shares to become vested immediately prior to such termination of
employment shall be equal to 77,908 multiplied by a fraction, the
denominator of which is 115 and the numerator of which is the
number of completed months between April 15, 2007 and the
effective date of such termination of employment.
(c)
Termination for Death or Disability . In the event
that the Participant’s employment with the Company is
terminated for reason of the Participant’s death or
Disability, all shares of Restricted Stock shall become vested
immediately prior to such termination of employment.
2
(d)
Definitions of Certain Terms . The terms
“Cause,” “Disability” and “Good
Reason” shall have the meaning set forth in the most recent
employment agreement between the Participant and the Company which
defines such term as of the date of determination.
7.
Issuance of Shares .
(a)
Reasonably promptly after the Grant Date, the Company shall issue
and deliver to the Participant stock certificates, registered in
the name of the Participant, evidencing the shares of Restricted
Stock or shall instruct its transfer agent to issue shares of
Restricted Stock which shall be maintained in book entry form on
the books of the transfer agent. The Restricted Stock, if
certificated, shall bear the following legend:
“THE SALE,
TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER
DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK
INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN
GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE
SECURITIES REPRESENTED BY THIS C
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