**Exhibit 10.65**

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**General Maritime Corporation**

**Restricted Stock Grant Agreement**

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THISAGREEMENT, made as of the 21st day of December, 2007, between GENERAL MARITIMECORPORATION (the “Company”) and John C. Georgiopoulos (the “Participant”).

 

WHEREAS,the Company has adopted and maintains the General Maritime Corporation 2001Stock Incentive Plan (as amended, effective December 18, 2006) (the “Plan”)to provide certain key persons, on whose initiative and efforts the successfulconduct of the business of the Company depends, and who are responsible for themanagement, growth and protection of the business of the Company, withincentives to: (a) enter into and remain in the service of the Company, aCompany subsidiary or a Company joint venture, (b) acquire a proprietaryinterest in the success of the Company, (c) maximize their performance and(d) enhance the long-term performance of the Company (whether directly orindirectly through enhancing the long-term performance of a Company subsidiaryor a Company joint venture);

 

WHEREAS,the Plan provides that the Compensation Committee (the “Committee”) of theBoard of Directors (or the Board of Directors if it so elects) shall administerthe Plan and determine the key persons to whom awards shall be granted and theamount and type of such awards; and

 

WHEREAS,the Committee and the Board of Directors have determined that the purposes ofthe Plan would be furthered by granting the Participant an award under the Planas set forth in this Agreement;

 

NOW,THEREFORE, in consideration of the premises and the mutual covenantshereinafter set forth, the parties hereto hereby agree as follows:

 

1.             Grantof Restricted Stock.  Pursuant to, and subject to, the terms andconditions set forth herein and in the Plan, the Committee hereby grants to theParticipant 15,000 restricted shares (the “Restricted Stock”) of common stockof the Company, par value $0.01 per share (“Common Stock”).

 

2.             GrantDate.  The Grant Date of the Restricted Stock is December 21,2007.

 

3.             Incorporationof Plan.  All terms, conditions and restrictions of the Plan areincorporated herein and made part hereof as if stated herein.  Ifthere is any conflict between the terms and conditions of the Plan and thisAgreement, the terms and conditions of the Plan, as interpreted by theCommittee, shall govern.  Except as otherwise provided herein, allcapitalized terms used herein shall have the meaning given to such terms in thePlan.

 

4.             Vesting.  Subject to the further provision of thisAgreement, the Restricted Stock shall vest on the earlier to occur of (eachspecified date, a “Vesting Date”):

 

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(a)           Thedates specified in the following table, and

 
| **Number  of Shares** | ** ** | **Vesting  Date**      | ** ** |
|-----------------------|------------|------------------------|------------|
| 3,000  shares         |       | November 15, 2008 |       |
| 3,000  shares         |       | November 15, 2009 |       |
| 3,000  shares         |       | November 15, 2010 |       |
| 3,000  shares         |       | November 15, 2011 |       |
| 3,000  shares         |       | November 15, 2012 |       |

 

(b)           the occurrence of a Change inControl, as defined in Section 3.8(a) of the Plan, as in effect onthe date of such occurrence.

 

5.             Restrictionson Transferability.  Until a share ofRestricted Stock vests, the Participant shall not transfer the Participant’srights to such share of Restricted Stock or to any rights related thereto.  Any attempt to transfer unvested shares ofRestricted Stock or any rights related thereto, whether by transfer, pledge,hypothecation or otherwise and whether voluntary or involuntary, by operationof law or otherwise, shall not vest the transferee with any interest or rightin or with respect to such shares of Restricted Stock or such related rights.

 

6.             Terminationof Employment.  In the event that theParticipant’s employment with the Company terminates for any reason other thanthe Participant’s death or disability, all unvested shares of Restricted Stock,together with any property received in respect of such shares, subject to and asset forth in Section 9 hereof, shall be forfeited as of the date of suchtermination of employment and the Participant promptly shall return to theCompany any certificates evidencing such shares, together with any cashdividends or other property received in respect of such shares.  In the event of the Participant’s terminationof employment due to death or disability, any shares of Restricted Stock thatwould have vested pursuant to Section 4(a), but for such termination,during the one-year period following such termination, shall become vestedimmediately prior to such termination of employment and all unvested shares ofRestricted Stock that did not vest on such date, together with any property receivedin respect of such shares, subject to and as set forth in Section 9hereof, shall be forfeited as of the date of such termination of employment andthe Participant promptly shall return to the Company any certificatesevidencing such shares, together with any cash dividends or other propertyreceived in respect of such shares.

 

7.             Issuanceof Shares.

 

(a)           Reasonably promptly after the GrantDate, the Company shall issue and deliver to the Participant stockcertificates, registered in the name of the Participant, evidencing the sharesof Restricted Stock or shall instruct its transfer agent to issue shares ofRestricted Stock which shall be maintained in book entry form on the books ofthe transfer agent.  The RestrictedStock, if certificated, shall bear the following legend:

 

“THE SALE, TRANSFER,ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE 

 

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SECURITIESREPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIMECORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENTBETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIESREPRESENTED BY THIS CERTIFICATE.  NOTRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OFSUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OREFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BEOBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TOTHE SECRETARY OF GENERAL MARITIME CORPORATION.”

 

If the Restricted Stock is in book entry form, it shall be subject toelectronic coding or stop order indicating that such shares of Restricted Stockare restricted by the terms of this Agreement and the Plan.  Such legend, electronic coding or stop ordershall not be removed until such shares of Restricted Stock vest.

 

(b)           Reasonably promptly after any suchshares of Restricted Stock vest pursuant to Section 4 hereof, (i) inthe case of certificated shares, in exchange for the surrender to the Companyof the certificate evidencing the Restricted Stock, delivered to theParticipant under Section 7(a) hereof, and the certificatesevidencing any other securities received in respect of such shares, if any, theCompany shall issue and deliver to the Participant (or the Participant’s legalrepresentative, beneficiary or heir) a certificate evidencing the RestrictedStock and such other securities, free of the legend provided in Section 7(a) hereofand (ii) in the case of book entry shares, the Company shall cause to belifted and removed any electronic coding or stop order established pursuant to Section 7(a) hereof.

 

(c)           The Company may require as acondition of the delivery of stock certificates or the removal of anyelectronic coding or stop order, pursuant to Section 7(b) hereof,that the Participant remit to the Company an amount sufficient in the opinionof the Company to satisfy any federal, state and other governmental taxwithholding requirements related to the vesting of the applicable shares.  The Committee, in its sole discretion, maypermit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withholdfrom delivery shares of Common Stock, ineither case valued at their Fair Market Value on the Vesting Date withfractional shares being settled in cash.

 

(d)           The Participant shall not be deemedfor any purpose to be, or have rights as, a shareholder of the Company byvirtue of the grant of Restricted Stock, except to the extent a stock certificateis issued therefor or an appropriate book entry is made on the books of thetransfer 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 ismade.  Upon the issuance of a stockcertificate or the making of an appropriate book entry on the books of thetransfer agent, the Participant shall have the rights of a shareholder withrespect 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.             SecuritiesMatters.  The Company shall be underno obligation to effect the registration pursuant to the Securities Act of1933, as amended (the “1933 Act”) of any interests in the Plan or any shares ofCommon Stock to be issued thereunder or to effect similar compliance under anystate laws.  The Company shall not be obligated to cause to be issuedany shares, whether by means of stock certificates or appropriate book entries,unless and until the Company is advised by its counsel that the issuance ofsuch shares is in compliance with all applicable laws, regulations ofgovernmental authority and the requirements of any securities exchange on whichshares of Common Stock are traded.  The Committee may require, as acondition of the issuance of shares of Common Stock pursuant to the termshereof, that the recipient of such shares make such covenants, agreements andrepresentations, and that any certificates bear such legends and any bookentries be subject to such electronic coding or stop order, as the Committee,in its sole discretion, deems necessary or desirable.  TheParticipant specifically understands and agrees that the shares of CommonStock, if and when issued, may be “restricted securities,” as that term isdefined in Rule 144 under the 1933 Act and, accordingly, the Participantmay be required to hold the shares indefinitely unless they are registered undersuch Act or an exemption from such registration is available.

 

9.             Dividends,etc.  Any cash dividends or otherproperty (but not including securities) received by a Participant with respectto a share of Restricted Stock shall not vest until the underlying share ofRestricted Stock vests, and, if the Committee or the Board of Directors soelects in their sole discretion, shall be held by the Company or such othercustodian as may be designated by the Company until such dividends or otherproperty vest.  Any such cash dividendsor other property shall be forfeited and returned to the Company in the eventthe underlying share of Restricted Stock is forfeited, subject to Section 2.7(f) ofthe Plan.  Any securities received by aParticipant with respect to a share of Restricted Stock as a result of anydividend, recapitalization, merger, consolidation, combination, exchange ofshares or otherwise will not vest until such share of Restricted Stock vestsand shall be forfeited if such share of Restricted Stock is forfeited, subjectto Section 2.7(f) of the Plan. Unless the Committee otherwise determines, such securities shall bearthe legend or be subject to the electronic coding or stop order set forth in Section 7(a) hereof.

 

10.           Delaysor Omissions.  No delay or omission to exercise any right, poweror remedy accruing to any party hereto upon any breach or default of any partyunder this Agreement, shall impair any such right, power or remedy of suchparty, 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 defaultthereafter occurring, nor shall any waiver of any single breach or default bedeemed a waiver of any other breach or default theretofore or thereafteroccurring.  Any waiver, permit, consent or approval of any kind orcharacter on the part of any party of any breach or default under thisAgreement, or any waiver on the part of any party or any provisions orconditions of this Agreement, must be in a writing signed by such party andshall be effective only to the extent specifically set forth in such writing.

 

11.           Rightof Discharge Preserved.  Nothing inthis Agreement shall confer upon the Participant the right to continue in theemploy or other service of the Company, or affect any right which the Companymay have to terminate such employment or service.

 

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12.           Integration.  ThisAgreement contains the entire understanding of the parties with respect to itssubject matter.  There are no restrictions, agreements, promises,representations, warranties, covenants or undertakings with respect to thesubject matter hereof other than those expressly set forthherein.  This Agreement, including, without limitation, the Plan, supersedesall prior agreements and understandings between the parties with respect to itssubject matter.

 

13.           Counterparts.  ThisAgreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which shall constitute one and the sameinstrument.

 

14.           GoverningLaw.  This Agreement shall be governed by and construed andenforced in accordance with the laws of the State of New York, without regardto the provisions governing conflict of laws.

 

15.           Obligationto Notify.  If the Participant makesthe election permitted under Section 83(b) of the Internal RevenueCode of 1986, as amended (that is, an election to include in gross income inthe year of transfer the amounts specified in Section 83(b)), theParticipant shall notify the Company of such election within 10 days of filingnotice of the election with the Internal Revenue Service and shall within thesame 10-day period remit to the Company an amount sufficient in the opinion ofthe Company to satisfy any federal, state and other governmental taxwithholding requirements related to such inclusion in Participant’s income. TheParticipant should consult with his tax advisor to determine the taxconsequences of acquiring the Restricted Stock and the advantages and disadvantagesof filing the Section 83(b) election. The Participant acknowledges that it is his sole responsibility, and notthe Company’s, to file a timely election under Section 83(b), even if theParticipant requests the Company or its representatives to make this filing onhis behalf.

 

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

 

17.           ParticipantAcknowledgment.  The Participant hereby acknowledges receipt of acopy of the Plan.  The Participant hereby acknowledges that alldecisions, determinations and interpretations of the Committee in respect ofthe Plan, this Agreement and the Restricted Stock shall be final and conclusive.

 

IN WITNESSWHEREOF, the Company has caused this Agreement to be duly executed by its dulyauthorized officer, and the Participant has hereunto signed this Agreement 

 

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on his own behalf,thereby representing that he has carefully read and understands this Agreementand 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 Administrative  Officer |
|   |                          |   |
|   | /s/ John C.  Georgiopoulos    |
|   | John C. Georgiopoulos         |

 

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