Exhibit
10.56


 


GENERAL
MARITIME CORPORATION


 


STOCK
OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS


 


THIS NON-QUALIFIED STOCK
OPTION AGREEMENT (the “Agreement”), made this 20th day of May, 2004, between
General Maritime Corporation (the “Company”) and ANDREW M. L. CAZALET (the “Optionee”),
a non-employee director of the Company.


 


WHEREAS, the Company
desires to have Optionee continue to serve on its Board of Directors and to
provide Optionee with an incentive to share in the success of the Company;


 


WHEREAS, in order to
provide such an incentive to its employees and non-employee directors, the
Company has adopted the General Maritime Corporation 2001 Stock Incentive Plan
(the “Plan”);


 


WHEREAS, the option
granted hereby is not intended to qualify as an “incentive stock option” within
the meaning of Section 422 or any successor provision of the Internal
Revenue Code of 1986, as amended (the “Code”); and


 


WHEREAS, unless otherwise
provided herein, capitalized terms used in this Agreement shall have the
meaning given them in the Plan.


 


NOW, THEREFORE, in
consideration of the mutual covenants and representations herein contained and
intending to be legally bound, the parties hereto agree as follows:


 


1.                                       Grant
of Option.  Pursuant to, and subject
to, the terms and conditions set forth herein and in the Plan, the Board of
Directors hereby grants to the Participant an incentive stock option (the “Option”)
with respect to 5,000 shares of common stock of the Company, par value $0.01
per share (“Common Stock”). The Option does not constitute an “incentive stock
option” within the meaning of Code section 422, to the extent allowed
under the Plan and applicable law.


 


2.                                       Grant
Date. The Grant Date of the Option is May 20, 2004.


 


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
Date. The Option shall become exercisable with respect to 25% of the shares
of Common Stock subject to the Option on each of the first four anniversaries
of the Grant Date.


 


5.                                       Exercise
Price. The exercise price-per-share of each share with respect to which the
Option is granted is $22.57, which is equal to or greater than the Fair Market
Value (as defined in Section 1.6(a) of the Plan) of a share of Common
Stock as of the Grant Date.


 


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6.                                       Expiration
Date; Effect of Termination of Employment.


 


(a)                        Subject to
the provisions of the Plan and this Agreement, the Option shall expire and
terminate on the tenth anniversary of the Grant Date.


 


(b)                       In the
event that the Participant ceases to be a member of the Company’s Board of
Directors for any reason other than death, retirement (as defined in Section 2.5(c)
of the Plan), disability (as defined in Section 2.5(d) of the Plan), cause
(as defined in Section 2.5(b) of the Plan) or resignation (as defined in Section 2.5(b)
of the Plan) without the Company’s prior consent: (i) the Option, to the extent
that it was exercisable at the time of such termination, shall remain
exercisable until the expiration of 90 days (one year in the case of
Disability, as defined in the Plan) after such termination, on which date the
Option shall expire; and (ii) the Option, to the extent that it was not
exercisable at the time of such termination, shall expire at the close of
business on the date of such termination and thereafter shall be null and void
and of no further force or effect; provided,
however, that the Option shall not be exercisable after the
expiration of its term.


 


(c)                        In the
event that the Participant ceases to be a member of the Company’ Board of
Directors by reason of the Participant’s retirement: (i) the Option, to the
extent that it was exercisable at the time of such termination, shall remain
exercisable until the expiration of three years after such termination, on
which date the Option shall expire; and (ii) the Option, to the extent that it
was not exercisable at the time of such termination, shall expire at the close
of business on the date of such termination and thereafter shall be null and
void and of no further force or effect; provided,
however, that the Option shall not be exercisable after the
expiration of its term,


 


(d)                       In the
event that the Participant ceases to be a member of the Company’s Board of
Directors by reason of the Participant’s death or disability: (i) the Option,
to the extent that it was exercisable at the time of such termination or would
have become exercisable within 12 months after the time of such termination,
but for such termination, shall become and remain exercisable until the
expiration of one year after such termination, on which date the Option shall
expire; and (ii) the Option, to the extent that it was not, and did not become,
exercisable at the time of such termination, shall expire at the close of
business on the date of such termination and thereafter shall be null and void and
of no further force or effect; provided,
however,, that the
Option shall not be exercisable after the expiration of its term.


 


(e)                        In the
event that the Participant dies while a member of the Company’s Board of
Directors or during the 90-day, one-year or three-year periods under Sections
6(b), 6(c) or 6(d) hereof: (i) the Option, to the extent that it was exercisable
at the time of such death, shall remain exercisable until the expiration of one
year after such death, on which date the Option shall expire; and (ii) the
Option, to the extent that it was not exercisable at the time of such death,
shall expire at the close of business on the date of such death and thereafter
shall be null and void and of no further force or effect; provided, however, that the Option shall
not be exercisable after the expiration of its term.


 


(f)                          In the
event that the Participant ceases to be a member of the Company’s Board of
Directors for cause or resignation without the Company’s prior consent, the Option,
to the extent not exercised, shall expire as of the start of business on the
date of such termination and thereafter shall be null and void and of no
further force or effect.


 


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(g)                       The Option shall not qualify as an incentive
stock option under Code section 422 if it is exercised more than three
months following the Participant’s termination of employment for any reason
other than death or disability, or for more than one year following the
Participant’s termination of employment by reason of disability.


 


7.                                       Method of Exercise. The Option shall be exercisable in whole or
in part. The partial exercise of the Option shall not cause the expiration,
termination or cancellation of the remaining portion thereof. The Option shall
be exercised by delivering notice to the Company in the form and manner
specified by the Committee, accompanied by payment for the shares of Common Stock
being purchased upon the exercise of the Option. Payment shall be made: (i) by
certified or official bank check (or the equivalent thereof acceptable to the
Company or its exchange agent) for the full exercise price; or (ii) with the
consent of the Committee, by delivery of shares of Common Stock having a Fair
Market Value (determined as of the exercise date) equal to all or part of the exercise
price and a certified or official bank check (or the equivalent thereof acceptable
to the Company or its exchange agent) for any remaining portion of the full
exercise price; or (iii) at the discretion of the Committee and to the extent
permitted by law, by such other provision, consistent with the terms of the
Plan, as the Committee may from time to time prescribe (whether directly or
indirectly through the exchange agent). Certificates for shares of Common Stock
purchased upon the exercise of the Option shall be issued in the name of the
Participant or his/her beneficiary, as the case may be, and delivered to the
Participant or his/her beneficiary, as the case may be, as soon as practicable
following the effective date on which the Option is exercised.


 


8.                                       Tax Withholding. The Participant is obligated to remit to
the Company an amount sufficient to satisfy any federal, state or local tax
withholding and other taxes due or potentially payable in connection with the
exercise of the Option. To the extent permitted by the Committee in its sole
discretion, the Participant may satisfy this obligation by directing the
Company to withhold from the shares of Common Stock to be issued to the
Participant upon the exercise of the Option a number of whole shares of Common
Stock having a Fair Market Value (determined as of the date on which the amount
of required tax withholding is determined) as close as possible to the minimum amount
of such obligation, with any additional amount to be paid by the Participant in
cash.


 


9.                                       Securities Matters.


 


(a)                        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 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 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 evidencing shares of Common Stock pursuant
to the terms hereof, that the recipient of such shares make such covenants,
agreements and representations, and that such certificates bear such legends,
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 upon exercise of the Option, 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


 


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shares
indefinitely unless they are registered under such Act or an exemption from
such registration is available.


 


(b)                       The exercise of the Option shall be effective
only at such time as counsel to the Company shall have determined that the
issuance and delivery of shares of Common Stock pursuant to such exercise 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, in its sole discretion, defer the effectiveness of
any exercise of the Option in order to allow the issuance of shares of Common
Stock pursuant thereto to be made pursuant to registration or an exemption from
registration or other methods for compliance available under federal or state
securities laws. The Committee shall inform the Participant in writing of its
decision to defer the effectiveness of the exercise of the Option. During the
period that the effectiveness of the exercise of the Option has been deferred,
the Participant may, by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto.


 


10.                                 Transferability/Exercise After Death. During the lifetime of the Participant, the
Option may be exercised only by the Participant or the Participant’s legal
representative and is not assignable or transferable otherwise than by will or
by the laws of descent and distribution. After the Participant’s death, the
Option may be exercised pursuant to Section 6(d) or 6(e) hereof, as the case
may be, by the Participant’s executor or administrator or other duly appointed
representative reasonably acceptable to the Committee, unless the Participant’s
will specifically disposes of the Option, in which case the Option may be
exercised only by the recipient of such specific disposition. Any such
individual or entity that exercises the Option after the participant’s death
shall be bound by all the terms and conditions of the Plan and this Agreement.


 


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.                                 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.


 


13.                                 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.


 


14.                                 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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15.                                 Notice
of Certain Dispositions.  In the
event that the Participant disposes of any shares of Common Stock acquired upon
the exercise of the Option (i) prior to the expiration of two years after the
Grant Date or prior to one year after the date the shares were acquired or (ii)
under any other circumstances described in Section 422(a) of the Code, or
any successor provision, the Participant hereby agrees to notify the Company of
such disposition within 10 days thereof.


 


16.                                 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 Option 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:

  	
   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ Andrew
  M. L. Cazalet

  
	
   

  	
  Andrew M. L. Cazalet

  



 


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