Exhibit 10.2
General Maritime
Corporation
Restricted Stock Grant
Agreement
THIS AGREEMENT is made as of
May 14, 2008, between GENERAL MARITIME CORPORATION (the
“Company”) and PETER S. SHAERF (the
“Participant”).
WHEREAS, the Company has adopted and
maintains the General Maritime Corporation 2001 Stock Incentive
Plan, as amended (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 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 Board of Directors has
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 3,250
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 May 14, 2008.
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 earliest of
(i) May 14, 2009, (ii) the date of the next annual
meeting of the
Company to follow the date hereof and
(ii) 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 (each such date, the “Vesting
Date”).
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 Service . In the event that the
Participant’s service with the Company terminates before the
Vesting Date for any reason other than the Participant’s
death or disability, the Restricted Stock, together with any
property received in respect thereof, as set forth in
Section 10 hereof, shall be forfeited as of the date of such
termination of service, and the Participant promptly shall return
to the Company any certificates evidencing the Restricted
Stock. Any cash dividends or other property received in
respect of the Restricted Stock also shall be forfeited, unless the
Board or the Committee determines. For purposes of this
Agreement, the Participant’s service shall terminate only
when the Participant is not a director, an employee or a consultant
of the Company, as set forth in Section 1.6(c) of the
Plan.
7.
Death or Disability . In the event that the
Participant dies or the Participant’s service with the
Company terminates due to the Participant’s disability
(within the meaning of Section 2.5(d) of the Plan) before
the Vesting Date, the Restricted Stock shall become vested in full
as of the date of such death or termination of service.
8.
Issuance of Certificates .
(a)
Reasonably promptly after the Grant Date, the Company shall issue
and deliver to the Participant a stock certificate, 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 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.”
2
If the Restricted Stock is in book entry form,
it shall be subject to electronic coding or stop order indicating
that such shares of Restricted Stock are restricted
