RESTRICTED STOCK AGREEMENT

Exhibit 10.3

RESTRICTED STOCK AGREEMENT

      THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of                      , 200___, between QUINTANA MARITIME LIMITED , a Marshall Islands company (the “Company”), and                                                              (the “Employee”). The parties agree as follows:

     1.  Award . Pursuant to the QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE PLAN (the “Plan”), as of the date of this Agreement,                      shares (the “Restricted Shares”) of the Company’s common stock shall be issued as hereinafter provided in the Employee’s name subject to certain restrictions thereon. The Restricted Shares shall be issued upon acceptance hereof by Employee and upon satisfaction of the conditions of this Agreement. The Employee acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof.

     2.  Restricted Shares . The Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

     (a) Forfeiture Restrictions . The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions, and in the event of termination of the Employee’s employment with the Company for any reason other than as provided in Section 2(b), the Employee shall, for no consideration, forfeit to the Company all Restricted Shares then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.

     (b) Lapse of Forfeiture Restrictions . The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date:

     Notwithstanding the foregoing, if the Employee’s employment with the Company is terminated by reason of his death or disability (within the meaning of section 22(e)(3) of the Code), the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions. The Employee is entitled to receive cash dividends paid on the Restricted Shares in the same amounts paid with respect to the Company’s common stock until the Forfeiture Restrictions lapse (at which time the Restricted Shares will no longer be subject to this Agreement and will be treated the same as other shares of the Company’s common stock) or the Restricted Shares are forfeited (after which time the Employee will no longer be entitled to dividends with respect to any of the forfeited Restricted Shares).

     (c) Book Entry . A book entry evidencing the Restricted Shares shall be made in your name in the books of the Company maintained by its transfer agent, pursuant to which you shall have all of the rights of a shareholder of the Company (except with respect to distributions as provided above) with respect to the Restricted Shares, including, without limitation, voting rights. The book entry shall reflect the restrictions on transfer set forth in Section 2(a) above. Upon vesting, the Company shall cause the book entry to be amended to remove any restrictions (except for any restrictions required pursuant to applicable securities laws or any other agreement to which you are a party) with respect to the Restricted Shares that have vested.

     (d) Corporate Acts . The existence of the Restricted Shares shall not affect in any way the right or power of the Board of Directors of the Company or the shareholders of the Company to make or authorize any adjustment, recapit