Exhibit 10.64
General Maritime
Corporation
Restricted Stock Grant
Agreement
THIS AGREEMENT, made as of the 23rd
day of December, 2008, between GENERAL MARITIME CORPORATION (the
“Company”) and Milton H. Gonzales, Jr. (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 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 16,080
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 December 23, 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 . The Restricted Stock shall vest as follows
(each specified date, a “Vesting Date”):
(a)
Subject to Section 4(b) hereof and the further provision
of this Agreement, a number of whole shares of Restricted Stock as
close as possible to the following percentage of the total number
of shares granted hereunder shall vest on the following
dates:
|
Percentage of Total
Shares
|
|
Vesting Date
|
|
20%
|
|
November 15, 2009
|
|
20%
|
|
November 15, 2010
|
|
20%
|
|
November 15, 2011
|
|
20%
|
|
November 15, 2012
|
|
20%
|
|
November 15, 2013
|
(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, subject to and 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, subject to and 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 the shares of Restricted
Stock or shall instruct its transfer agent to issue shares of
Restricted
2
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 indicating
that such shares of Restricted Stock are restricted by the terms of
this Agreement and the Plan. Such legend, electronic coding
or stop order shall not be removed until such shares of Restricted
Stock vest.
(b)
Reasonably promptly after any such shares of Restricted Stock vest
pursuant to Section 4 hereof, (i) in the case of
certificated shares, in exchange for the surrender to the Company
of the certificate evidencing the Restricted Stock, delivered to
the Participant under Section 7(a) hereof, and the
certificates evidencing any other securities received in respect of
such shares, if any, the Company shall issue and deliver to the
Participant (or the Participant’s legal representative,
beneficiary or heir) a certificate evidencing the Restricted Stock
and such other securities, free of the legend provided in
Section 7(a) hereof and (ii) in the case of book
entry shares, the Company shall cause to be lifted and removed any
electronic coding or stop order established pursuant to
Section 7(a) hereof.
(c)
