**Exhibit10.49**

**FORM**

**General Maritime Corporation**

**Restricted Stock GrantAgreement**

THIS AGREEMENT, made asof                                         ,between GENERAL MARITIME CORPORATION (the “Company”) and **[Participant]**(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 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, in considerationof the premises and the mutual covenants hereinafter set forth, the partieshereto 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 **[Number ofShares]** restricted shares (the “Restricted Stock”) of common stockof the Company, par value $0.01 per share (“Common Stock”).

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.

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4.             Vesting.

(a)           Subject to Section 4(b) hereof andthe further provision of this Agreement, a number of whole shares of RestrictedStock as close as possible to the following percentage of the total number ofshares granted hereunder shall vest on the following dates (each specifieddate, a “Vesting Date”):
| Percentage of Total Shares | ** ** | ** ** | **Vesting Date**   |
|----------------------------|------------|------------|--------------------|
| 25%                        |       |       | November 15,  2007 |
| 25%                        |       |       | November 15,  2008 |
| 25%                        |       |       | November 15,  2009 |
| 25%                        |       |       | November 15,  2010 |

(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 any certificatesevidencing such shares, together with any cash dividends or other propertyreceived in respect of such shares.  Inthe event of the Participant’s termination of employment due to death ordisability, any shares of Restricted Stock that would have vested pursuant toSection 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 on suchdate, together with any property received in respect of such shares, as setforth 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 

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Stock which shall be maintained in book entry form onthe books of the transfer agent.  TheRestricted 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 STOCK INCENTIVEPLAN 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.”

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 legal representative,beneficiary or heir) a certificate evidencing the Restricted Stock and suchother 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 andremoved any electronic coding or stop order established pursuant to Section7(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, the

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Participant shall have the rights of a shareholderwith 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.

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 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 Participant may berequired to hold the shares indefinitely unless they are registered under suchAct 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 notvest until the underlying share of Restricted Stock vests, and, if theCommittee or the Board of Directors so elects in their sole discretion, shallbe held by the Company or such other custodian as may be designated by theCompany until such dividends or other property vest.  Any such cash dividends or other propertyshall be forfeited and returned to the Company in the event the underlyingshare of Restricted Stock is forfeited. Any securities received by a Participant with respect to a share ofRestricted Stock 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 shall be forfeited if such share of Restricted Stockis forfeited.  Unless the Committeeotherwise determines, such securities shall bear the legend or be subject tothe electronic coding or stop 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.

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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,representations, warranties, covenants or undertakings with respect to thesubject matter hereof other than those expressly set forth herein.  ThisAgreement, including, without limitation, the Plan, supersedes all prioragreements and understandings between the parties with respect to its subjectmatter.

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 hisor her tax advisor to determine the tax consequences of acquiring the RestrictedStock and the advantages and disadvantages of filing the Section 83(b)election.  The Participant acknowledgesthat it is his or her sole responsibility, and not the Company’s, to file atimely election under Section 83(b), even if the Participant requests theCompany or its representatives to make this filing on his or her behalf.

16.           Reduction in Benefits.  In the event that the Participant would incuran Excise Tax on any payments or benefits under this Agreement as a result of aChange of Control (or any other change described in Section 280G(b)(2) of theCode), the amount paid to or granted to Participant hereunder shall be theamount that yields the Participant the greatest after-tax amount of benefitsunder this Agreement after taking into account any Excise Tax imposed onParticipant, whether due to payments and benefits under this Agreement orotherwise.  To the extent necessary toaccomplish the foregoing, the Company shall reduce the payments or benefits tobe paid to or granted to Participant hereunder to the maximum amount payable tothe Participant without the imposition of any Excise Tax with respect to theRestricted Stock.  “Excise Tax” means thetax imposed by Section 4999 of the Code and any successor tax.  The determination of whether the Participantspayments and benefits should be reduced and the amount of any such reductionshall be made by counsel selected by the Company (“Counsel”).  For purposes of such determination, (x) thetotal amount of payments and benefits received by the Participant as a resultof such Change in Control (or such other change) shall be treated as “parachutepayments” within the meaning of Section 280G(b)(2) of the Code, and all “excess

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parachute payments” within the meaning of Section280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except tothe extent that, in the opinion of Counsel, a payment or benefit hereunder (inwhole or in part) does not constitute a “parachute payment” within the meaningof Section 280G(b)(2) of the Code and the Treasury Regulations (includingproposed Treasury Regulations) under Section 280G of the Code (the “Regulations”),or such “excess parachute payments” (in whole or in part) are not subject tothe Excise Tax; (y) the amount of the payments and benefits hereunder thatshall be treated as subject to the Excise Tax shall be equal to the lesser of(A) the total amount of such payments and benefits or (B) the amount of “excessparachute payments” within the meaning of Section 280G(b)(1) of the Code (afterapplying clause (x) hereof); and (z) the value of any noncash benefits or anydeferred payment or benefit shall be determined by Counsel in accordance withthe principles of Sections 280G(d)(3) and (4) of the Code.  All fees and expenses of Counsel shall beborne by the Company.

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:                          |   |   |
|   | Name:                        | John C. Georgiopoulos |
|   | Title:                       | Chief Administrative Officer |
|   |                         |
|   |                         |
|   |                         |   |
| **[**  | **Participant]**             |

 

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