**Exhibit10.40**

**General Maritime Corporation**

**Restricted Stock GrantAgreement**

THIS AGREEMENT, made asof May 18, 2006, between GENERAL MARITIME CORPORATION (the “Company”) and REXW. HARRINGTON (the “Participant”).

WHEREAS, the Company hasadopted and maintains the General Maritime Corporation 2001 Stock IncentivePlan (the “Plan”) to provide certain key persons, on whose initiative andefforts the successful conduct of the business of the Company depends, and whoare responsible for the management, growth and protection of the business ofthe Company, with incentives to: (a) enter into and remain in the service ofthe Company, a Company subsidiary or a Company joint venture, (b) acquire aproprietary interest in the success of the Company, (c) maximize their performanceand (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 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 amountand type 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 2,400 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 May 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 earliest of (i) May 18, 2007, (ii) the date of the next annualmeeting of the Company to follow the date hereof and (ii) the occurrence of aChange in Control, as defined in 

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Section 3.8(a) of the Plan, as in effect on the dateof such occurrence (each such date, the “Vesting Date”).

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 Service.  In the event that the Participant’s servicewith the Company terminates before the Vesting Date for any reason other thanthe Participant’s death or disability, the Restricted Stock, together with anyproperty received in respect thereof, as set forth in Section 10 hereof, shallbe forfeited as of the date of such termination of service, and the Participantpromptly shall return to the Company any certificates evidencing the RestrictedStock.  Any cash dividends or otherproperty received in respect of the Restricted Stock also shall be forfeited,unless the Board or the Committee determines otherwise at the time of suchtermination.  For purposes of thisAgreement, the Participant’s service shall terminate only when the Participantis not a director, an employee or a consultant of the Company, as set forth inSection 1.6(c) of the Plan.

7.             Death orDisability.  In the event that theParticipant dies or Participant’s service with the Company terminates due toParticipant’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 ofthe date of such death or termination of service.

8.             Issuance ofCertificates.

(a)           Reasonablypromptly after the Grant Date, the Company shall issue and deliver to theParticipant a stock certificate, 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, HYPOTHECATIONENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATEARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCKINCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIMECORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THISCERTIFICATE.  NO TRANSFER OF THESECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN ANDRESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED BYWRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THESECRETARY OF GENERAL MARITIME CORPORATION.”

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

(c)           TheCompany may require as a condition of the delivery of stock certificates or thelifting or removal of any electronic coding or stop order with respect to bookentry shares pursuant to Section 8(b) hereof that the Participant remit to theCompany an amount sufficient in the opinion of the Company to satisfy anyfederal, state and other governmental tax withholding requirements related tothe vesting of the shares represented by such certificate.  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 8(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.

9.             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 state laws.  TheCompany shall not be obligated to cause to be issued or delivered anycertificates or to cause to be made any book entries on the books of thetransfer agent evidencing shares of Common Stock pursuant hereto unless anduntil the Company is advised by its counsel that the issuance and delivery ofsuch certificates or the making of such book entries is in compliance with allapplicable laws, regulations of governmental authority and the requirements ofany securities exchange on which shares of Common Stock aretraded.  The Committee may require, as a condition of the issuanceand delivery of certificates or the making of book entries on the books of thetransfer 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 bookentries bear such legends, or be subject to electronic coding or stop orders,as the Committee, in its sole discretion, deems necessary ordesirable.  The Participant specifically understands and agrees thatthe 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, theParticipant may be required to hold the shares indefinitely unless they areregistered under such Act or an exemption from such registration is available.

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

11.           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.

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

13.           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,supersedes all prior agreements and understandings between the parties withrespect to its subject matter.

14.           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.

15.           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.

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16.           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 hisor her tax advisor to determine the tax consequences of acquiring theRestricted Stock and the advantages and disadvantages of filing the Section83(b) election.  The Participantacknowledges 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 requeststhe Company or its representatives to make this filing on his or her behalf.

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.

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/ 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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