Exhibit 10.5


General Maritime Corporation


Restricted Stock Grant Agreement


THIS
AGREEMENT, made as of June 29, 2007, 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
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 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
June 29, 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 earliest of (i) June 29,
2008, (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.”


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 the
Restricted Stock vests 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 8(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 8(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 8(a) hereof.


(c)           The Company may require as a
condition of the delivery of stock certificates or the lifting or removal of
any electronic coding or stop order with respect to book entry shares pursuant
to Section 8(b) hereof that the Participant remit to the Company an amount
sufficient in the opinion of the Company to satisfy any federal, state and
other governmental tax withholding requirements related to the vesting of the
shares represented by such certificate. 
The Committee, in its sole discretion, may permit the Participant to
satisfy such obligation by delivering shares of Common Stock or by directing
the Company to withhold from delivery shares of Common Stock, in either case
valued at their Fair Market Value on the Vesting Date with fractional shares
being settled in cash.


(d)           The Participant shall not be deemed
for any purpose to be, or have rights as, a shareholder of the Company by
virtue of the grant of Restricted Stock, except to the extent a stock
certificate is issued therefor or an appropriate book entry is made on the
books of the transfer agent reflecting the issuance thereof pursuant to Section
8(a) hereof, and then only from the date such certificate is issued or such
book entry is made.  Upon the issuance of
a stock certificate or the making of an appropriate book entry on the books of
the transfer agent, the Participant shall have the rights of a shareholder with
respect to the Restricted Stock, including the right to vote the shares,
subject to the restrictions on transferability and the forfeiture provisions,
as set forth in this Agreement.


9.             Securities Matters.  The Company shall be under no obligation to
effect the registration pursuant to the Securities Act of 1933, as amended (the
“1933 Act”) of any interests in the Plan or any shares of Common Stock to be
issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause
to be issued or delivered any certificates or to cause to be made any book
entries on the books of the transfer agent evidencing shares of Common Stock
pursuant hereto unless and until the Company is advised by its counsel that the
issuance and delivery of such certificates or the making of such book entries
is in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which shares of
Common Stock are traded.  The Committee
may require, as a condition of the issuance and delivery of certificates or the
making of book entries on the books of the transfer agent evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient of such shares
make such covenants, agreements and representations, and that such certificates
or book entries bear such legends, or be subject to electronic coding or stop
orders, as the Committee, in its sole discretion, deems necessary or desirable.  The Participant specifically understands and
agrees that the shares of Common Stock, if and when issued, may be “restricted
securities,” as that term is defined in Rule 144 under the 1933 Act and,
accordingly, the Participant may be required to hold the shares indefinitely
unless they are registered under such Act or an exemption from such
registration is available.


10.           Dividends, etc.  Any cash dividends or other property (but not
including securities) received by a Participant with respect to a share of
Restricted Stock shall be returned to the Company in the event such share of
Restricted Stock is forfeited.  Any
securities received by a Participant with respect to a share of Restricted
Stock as a result of any dividend, recapitalization, merger, consolidation,
combination, exchange of shares or otherwise will not vest until such share of
Restricted Stock vests and, subject to a Board or Committee determination
otherwise pursuant to Section 6 hereof, shall be forfeited if such share of
Restricted Stock is forfeited.  Unless
the Committee otherwise determines, such securities shall bear the legend set
forth in Section 8(a) hereof.


11.           Delays or Omissions.  No delay or omission to exercise any right,
power or remedy accruing to any party hereto upon any breach or default of any
party under this Agreement, shall impair any such right, power or remedy of
such party, nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent
or approval of any kind or character on the part of any party of any breach or
default under this Agreement, or any waiver on the part of any party or any
provisions or conditions of this Agreement, must be in a writing signed by such
party and shall be effective only to the extent specifically set forth in such
writing.











12.           Right of Discharge Preserved.  Nothing in this Agreement shall confer upon
the Participant the right to continue as a member of the Board of Directors, or
affect any right which the Company may have to terminate such service.


13.           Integration.  This Agreement contains the entire understanding
of the parties with respect to its subject matter.  There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect
to the subject matter hereof other than those expressly set forth herein.  This Agreement, including, without
limitation, the Plan, supersedes all prior agreements and understandings
between the parties with respect to its subject matter.


14.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.


15.           Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without regard to the provisions governing conflict of laws.


16.           Obligation to Notify.  If the Participant makes the election
permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended
(that is, an election to include in gross income in the year of transfer the
amounts specified in Section 83(b)), the Participant shall notify the Company
of such election within 10 days of filing notice of the election with the
Internal Revenue Service and shall within the same 10-day period remit to the
Company an amount sufficient in the opinion of the Company to satisfy any
federal, state and other governmental tax withholding requirements related to
such inclusion in Participant’s income. The Participant should consult with his
or her tax advisor to determine the tax consequences of acquiring the
Restricted Stock and the advantages and disadvantages of filing the Section
83(b) election.  The Participant
acknowledges that it is his or her sole responsibility, and not the Company’s,
to file a timely election under Section 83(b), even if the Participant requests
the Company or its representatives to make this filing on his or her behalf.


17.           Participant
Acknowledgment.  The Participant hereby
acknowledges receipt of a copy of the Plan. 
The Participant hereby acknowledges that all decisions, determinations
and interpretations of the Committee in respect of the Plan, this Agreement and
the Restricted Stock shall be final and conclusive.


IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Participant has hereunto signed this
Agreement on his own behalf, thereby representing that he has carefully read
and understands this Agreement and the Plan as of the day and year first
written above.


	
  

  	
  GENERAL
  MARITIME CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John C. Georgiopoulos

  	
   

  
	
   

  	
  Name:

  	
  John
  C. Georgiopoulos

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief

  Administrative Officer, Treasurer

  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/
  Peter S. Shaerf

  	
   

  
	
   

  	
  PETER
  S. SHAERF