Restricted Stock Grant Agreement (2008)Full Document 

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General Maritime Corporation

Restricted Stock Grant Agreement


THIS AGREEMENT is made as of May 14, 2008, between GENERAL MARITIME CORPORATION (the “Company”) and JOHN O. HATAB (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 (iii) 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

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