Exhibit
10.40


General Maritime Corporation


Restricted Stock Grant
Agreement


THIS AGREEMENT, made as
of May 18, 2006, between GENERAL MARITIME CORPORATION (the “Company”) and REX
W. HARRINGTON (the “Participant”).


WHEREAS, the Company has
adopted and maintains the General Maritime Corporation 2001 Stock Incentive
Plan (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 2,400 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 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 earliest of (i) May 18, 2007, (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 otherwise at the time of such
termination.  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 Participant’s service with the Company terminates due to
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.”



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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 



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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.



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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/ Rex W. Harrington

  	
   

  
	
   

  	
  REX W.
  HARRINGTON

  
						



 



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