Exhibit
10.46


General Maritime Corporation


Restricted Stock Grant
Agreement


THIS AGREEMENT, made as
of the 18th day of December 2006, between GENERAL MARITIME CORPORATION (the “Company”)
and John C. Georgiopoulos (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 10,000 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 18, 2006.


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 earlier to occur of (each specified date, a “Vesting Date”):



  
  
 









 


(a)           The dates specified in the following
table, and


	
   

  	
  Number
  of Shares

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
  2,000 shares

  	
   

  	
  November 15,
  2007

  	
   

  
	
   

  	
  2,000 shares

  	
   

  	
  November 15,
  2008

  	
   

  
	
   

  	
  2,000 shares

  	
   

  	
  November 15, 2009

  	
   

  
	
   

  	
  2,000 shares

  	
   

  	
  November 15,
  2010

  	
   

  
	
   

  	
  2,000 shares

  	
   

  	
  November 15,
  2011

  	
   

  



(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, 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, 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 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



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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)           The
Company may require as a condition of the delivery of stock certificates or the
removal of any electronic coding or stop order , pursuant to Section 7(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 applicable shares.  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 7(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.



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8.             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 any
shares, whether by means of stock certificates or appropriate book entries,
unless and until the Company is advised by its counsel that the issuance of such
shares 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 of shares of Common Stock pursuant to the terms hereof, that
the recipient of such shares make such covenants, agreements and
representations, and that any certificates bear such legends and any book
entries be subject to such electronic coding or stop order, 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.


9.             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 not vest
until the underlying share of Restricted Stock vests, and, if the Committee or
the Board of Directors so elects in their sole discretion, shall be held by the
Company or such other custodian as may be designated by the Company until such
dividends or other property vest.  Any
such cash dividends or other property shall be forfeited and returned to the
Company in the event the underlying 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 shall be
forfeited if such share of Restricted Stock is forfeited.  Unless the Committee otherwise determines,
such securities shall bear the legend or be subject to the electronic coding or
stop order set forth in Section 7(a) hereof.


10.           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.


11.           Right of Discharge Preserved.  Nothing in this Agreement shall confer upon
the Participant the right to continue in the employ or other service of the
Company, or affect any right which the Company may have to terminate such
employment or service.


12.           Integration.  This
Agreement contains the entire understanding of the parties with respect to its
subject matter.  There are no restrictions, agreements, promises,



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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.


13.           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.


14.           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.


15.           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
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
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 behalf.


16.           Reimbursement for Excise Tax.  In the event that the Participant incurs any
Excise Tax (as defined in the Participant’s Employment Agreement with the
Company dated as of April 22, 2005 (the “Employment Agreement”)) on any
payments or benefits under this Agreement, the Company shall gross-up the
Participant the amount of such Excise Tax incurred in accordance with the
provisions of Section 5(f) of the Employment Agreement (such provisions to
apply irrespective of whether the Employment Agreement or its Term continues in
effect at the time of such Excise Tax) and such Section 5(f) of the Employment
Agreement relating to the Gross-Up Payment (as defined in the Employment
Agreement) shall be incorporated with full effect into this Agreement, provided
that any reference to “you” and to “this Agreement” in such Section 5(f) shall
be deemed to refer to the “Participant” and this Restricted Stock Grant
Agreement, respectively.


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.



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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/ Peter C.
  Georgiopoulos

  
	
   

  	
  Name:

  	
  Peter C.
  Georgiopoulos

  
	
   

  	
  Title:

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John C.
  Georgiopoulos

  
	
   

  	
  John C.
  Georgiopoulos

  



 



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