Exhibit 10.52
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 John P. Tavlarios (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 15,581
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 (each specified date, a “Vesting Date”):
(a)
The dates specified in the following table, and
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Number of Shares
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Vesting Date
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3,117 shares
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November 15, 2007
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3,116 shares
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November 15, 2008
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3,116 shares
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November 15, 2009
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3,116 shares
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November 15, 2010
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3,116 shares
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November 15, 2011
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(b)
the occurrence of a Change in Control, as defined in
Section 3.8(a) of the Plan, as in effect 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 . In the event that the
Participant’s employment with the Company terminates for any
reason other than the Participant’s death or disability, all
unvested 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. In the event of the Participant’s termination
of employment due to death or disability, any shares of Restricted
Stock that would have vested pursuant to Section 4(a), but for
such termination, during the one-year period following such
termination, shall become vested immediately prior to such
termination of employment and all unvested shares of Restricted
Stock that did not vest on such date, 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.
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
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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 CERTIFICATE. NO TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND
RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST
MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF
GENERAL MARITIME CORPORATION.”
If the Restricted Stock
is in book entry form, it shall be subject to electronic coding or
stop order i
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