**Exhibit10.46**

**General Maritime Corporation**

**Restricted Stock GrantAgreement**

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

WHEREAS, the Company hasadopted and maintains the General Maritime Corporation 2001 Stock IncentivePlan (as amended, effective December 18, 2006) (the “Plan”) to provide certainkey persons, on whose initiative and efforts the successful conduct of thebusiness 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 aCompany joint venture, (b) acquire a proprietary interest in the success of theCompany, (c) maximize their performance and (d) enhance the long-termperformance of the Company (whether directly or indirectly through enhancingthe long-term performance of a Company subsidiary or a Company joint venture);

WHEREAS, the Planprovides that the Compensation Committee (the “Committee”) of the Board ofDirectors (or the Board of Directors if it so elects) shall administer the Planand determine the key persons to whom awards shall be granted and the amount andtype of such awards; and

WHEREAS, the Committeeand the Board of Directors have determined that the purposes of the Plan wouldbe furthered by granting the Participant an award under the Plan as set forthin this Agreement;

NOW, THEREFORE, inconsideration of the premises and the mutual covenants hereinafter set forth,the parties hereto hereby agree as follows:

1.             Grant of Restricted Stock.  Pursuantto, 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 “RestrictedStock”) of common stock of the Company, par value $0.01 per share (“CommonStock”).

2.             Grant Date.  The Grant Date of theRestricted Stock is December 18, 2006.

3.             Incorporation of Plan.  All terms,conditions and restrictions of the Plan are incorporated herein and made parthereof as if stated herein.  If there is any conflict between theterms and conditions of the Plan and this Agreement, the terms and conditionsof the Plan, as interpreted by the Committee, shall govern.  Exceptas otherwise provided herein, all capitalized terms used herein shall have themeaning given to such terms in the Plan.

4.             Vesting. Subject to the further provision of this Agreement, the Restricted Stockshall vest on the earlier to occur of (each specified date, a “Vesting Date”):

 

 

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(a)           The dates specified in the followingtable, 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 inControl, as defined in Section 3.8(a) of the Plan, as in effect on the date ofsuch occurrence.

5.             Restrictions on Transferability.  Until a share of Restricted Stock vests, theParticipant shall not transfer the Participant’s rights to such share ofRestricted 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.             Termination of Employment.  In the event that the Participant’semployment with the Company terminates for any reason other than theParticipant’s death or disability, all unvested shares of Restricted Stock,together with any property received in respect of such shares, as set forth inSection 9 hereof, shall be forfeited as of the date of such termination ofemployment and the Participant promptly shall return to the Company anycertificates evidencing such shares, together with any cash dividends or otherproperty received in respect of such shares. In the event of the Participant’s termination of employment due to deathor disability, any shares of Restricted Stock that would have vested pursuantto Section 4(a), but for such termination, during the one-year period followingsuch termination, shall become vested immediately prior to such termination ofemployment and all unvested shares of Restricted Stock that did not vest onsuch date, together with any property received in respect of such shares, 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.

7.             Issuance ofShares.

(a)           Reasonablypromptly after the Grant Date, the Company shall issue and deliver to theParticipant stock certificates, registered in the name of the Participant,evidencing the shares of Restricted Stock or shall instruct its transfer agentto issue shares of Restricted Stock which shall be maintained in book entryform 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 BYTHIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEENGENERAL 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 MAYBE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATETO THE SECRETARY OF GENERAL MARITIME CORPORATION.”

If the Restricted Stockis in book entry form, it shall be subject to electronic coding or stop orderindicating that such shares of Restricted Stock are restricted by the terms ofthis Agreement and the Plan.  Suchlegend, electronic coding or stop order shall not be removed until such sharesof Restricted Stock vest.

(b)           Reasonablypromptly after any such shares of Restricted Stock vest pursuant to Section 4hereof, (i) in the case of certificated shares, in exchange for the surrenderto the Company of the certificate evidencing the Restricted Stock, delivered tothe Participant under Section 7(a) hereof, and the certificates evidencing anyother securities received in respect of such shares, if any, the Company shallissue 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)hereof and (ii) in the case of book entry shares, the Company shall cause to belifted and removed any electronic coding or stop order established pursuant toSection 7(a) hereof.

(c)           TheCompany may require as a condition of the delivery of stock certificates or theremoval of any electronic coding or stop order , pursuant to Section 7(b)hereof, that the Participant remit to the Company an amount sufficient in theopinion of 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)           TheParticipant shall not be deemed for any purpose to be, or have rights as, ashareholder of the Company by virtue of the grant of Restricted Stock, exceptto the extent a stock certificate is issued therefor or an appropriate bookentry is made on the books of the transfer agent reflecting the issuancethereof pursuant to Section 7(a) hereof, and then only from the date suchcertificate is issued or such book entry is made.  Upon the issuance of a stock certificate orthe making of an appropriate book entry on the books of the transfer agent, theParticipant shall have the rights of a shareholder with respect to theRestricted Stock, including the right to vote the shares, subject to therestrictions on transferability and the forfeiture provisions, as set forth inthis Agreement.

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8.             Securities Matters.  The Company shall be under no obligation toeffect 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 beissued thereunder or to effect similar compliance under any statelaws.  The Company shall not be obligated to cause to be issued anyshares, whether by means of stock certificates or appropriate book entries,unless and until the Company is advised by its counsel that the issuance of suchshares is in compliance with all applicable laws, regulations of governmentalauthority and the requirements of any securities exchange on which shares ofCommon Stock are traded.  The Committee may require, as a conditionof the issuance of shares of Common Stock pursuant to the terms hereof, thatthe 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, inits sole discretion, deems necessary or desirable.  The Participantspecifically understands and agrees that the shares of Common Stock, if andwhen issued, may be “restricted securities,” as that term is defined in Rule144 under the 1933 Act and, accordingly, the Participant may be required tohold the shares indefinitely unless they are registered under such Act or anexemption from such registration is available.

9.             Dividends, etc. Any cash dividends or other property (but not including securities) receivedby a Participant with respect to a share of Restricted Stock shall not vestuntil the underlying share of Restricted Stock vests, and, if the Committee orthe Board of Directors so elects in their sole discretion, shall be held by theCompany or such other custodian as may be designated by the Company until suchdividends or other property vest.  Anysuch cash dividends or other property shall be forfeited and returned to theCompany in the event the underlying share of Restricted Stock is forfeited.  Any securities received by a Participant withrespect to a share of Restricted Stock as a result of any dividend,recapitalization, merger, consolidation, combination, exchange of shares orotherwise will not vest until such share of Restricted Stock vests and shall beforfeited 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 orstop order set forth in Section 7(a) hereof.

10.           Delays or Omissions.  Nodelay or omission to exercise any right, power or remedy accruing to any partyhereto upon any breach or default of any party under this Agreement, shallimpair any such right, power or remedy of such party, nor shall it be construedto be a waiver of any such breach or default, or an acquiescence therein, or ofor in any similar breach or default thereafter occurring, nor shall any waiverof any single breach or default be deemed a waiver of any other breach ordefault theretofore or thereafter occurring.  Any waiver, permit,consent or approval of any kind or character on the part of any party of anybreach or default under this Agreement, or any waiver on the part of any partyor any provisions or conditions of this Agreement, must be in a writing signedby such party and shall be effective only to the extent specifically set forthin such writing.

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

12.           Integration.  ThisAgreement contains the entire understanding of the parties with respect to itssubject matter.  There are no restrictions, agreements, promises,

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representations,warranties, covenants or undertakings with respect to the subject matter hereofother than those expressly set forth herein.  This Agreement,including, without limitation, the Plan, supersedes all prior agreements andunderstandings between the parties with respect to its subject 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.           Governing Law.  ThisAgreement shall be governed by and construed and enforced in accordance withthe laws of the State of New York, without regard to the provisions governingconflict of laws.

15.           Obligation to Notify.  If the Participant makes the electionpermitted 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 theamounts specified in Section 83(b)), the Participant shall notify the Companyof such election within 10 days of filing notice of the election with theInternal Revenue Service and shall within the same 10-day period remit to theCompany an amount sufficient in the opinion of the Company to satisfy anyfederal, state and other governmental tax withholding requirements related tosuch inclusion in Participant’s income. The Participant should consult with histax advisor to determine the tax consequences of acquiring the Restricted Stockand the advantages and disadvantages of filing the Section 83(b) election.  The Participant acknowledges that it is hissole responsibility, and not the Company’s, to file a timely election underSection 83(b), even if the Participant requests the Company or itsrepresentatives to make this filing on his behalf.

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

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

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IN WITNESS WHEREOF, the Company has caused thisAgreement to be duly executed by its duly authorized officer, and theParticipant has hereunto signed this Agreement on his own behalf, therebyrepresenting that he has carefully read and understands this Agreement and thePlan 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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