Exhibit 10.46


 


General Maritime Corporation


Incentive Stock Option Grant Certificate


 


THIS
AGREEMENT, made as of the 26th day of November 2002, between GENERAL MARITIME
CORPORATION (the “Company”) and John C. Georgiopoulos (the “Participant”).


 


WHEREAS,
the Company has adopted and maintains the General Maritime Corporation 2001
Stock Incentive Plan (the “Plan”) to provide certain key persons, on whose
initiative and efforts the successful conduct of the business 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 a Company joint venture,
(b) acquire a proprietary interest in the success of the Company, (c) maximize
their performance and (d) enhance the long-term performance of the Company
(whether directly or indirectly through enhancing the long-term performance of
a Company subsidiary or a Company joint venture);


 


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


 


WHEREAS,
the Committee has determined that the purposes of the Plan would be furthered
by granting the Participant an award under the Plan as set forth in this
Agreement;


 


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


 


1.                                       Grant
of Option.  Pursuant to, and subject to, the terms and conditions
set forth herein and in the Plan, the Committee hereby grants to the
Participant an incentive stock option (the “Option”) with respect to 40,000
shares of common stock of the Company, par value $0.01 per share (“Common Stock”).  The
Option is intended to constitute an “incentive stock option” within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),
to the extent allowed under the Plan and applicable law.


 


2.                                       Grant
Date.  The Grant Date of the Option is November 26, 2002.


 


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.


 


(a)  Subject to Section 4(b) hereof, the Option
shall first 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.


 


(b)  In the event of a Change in Control (as
defined in the Plan on the date hereof) the Option shall become exercisable in
full on the date of such Change in Control, and, notwithstanding anything in
the Plan to the contrary, this Agreement may not be amended in a manner adverse
to the Participant without the Participant’s explicit written consent to such
amendment.


 


5.                                       Exercise
Price.  The exercise price-per-share
of each share with respect to which the Option is granted is $6.06, the fair
market value of a share of Common Stock as of the Grant Date.


 


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 employment of the Participant with the Company terminates
for any reason other than death, Retirement, Disability or Cause (as each such
term is defined in the Plan or, if the Company and the Participant enter into
an employment agreement after the date hereof which defines either or both of
such terms, as such term is defined in the most recent such employment
agreement as of the date of the determination): (i) the Option, to the extent
that it was exercisable at the time of such termination, shall 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 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 employment of the Participant with the Company and its
Affiliates shall be terminated 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 employment of the Participant with the Company and its
Affiliates shall be terminated by reason of the Participant’s death or
Disability: (i) the Option, to the extent that it was exercisable at the date
of such termination or would have become exercisable within 12 months after the
date of such termination, but for such termination, shall, to the extent
applicable, become exercisable as of the date of such termination and shall
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 during
the one-year or three-year periods under Sections 6(b), 6(c) or 6(d) hereof 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; provided, however,
that the Option shall not be exercisable after the expiration of its term.


 


(f)  In
the event that the employment of the Participant with the Company and its
Affiliates shall be terminated for Cause, 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.


 


(g)  The
Option shall not qualify as an incentive stock option under Section 422 of the
Code if it is exercised more than three months following the Participant’s
termination of employment for any reason other than death or Disability (unless
death occurs within the three months following termination of employment), 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 beneficiary, as the case may be, and delivered to the Participant or his
beneficiary, as the case may be, as soon as practicable following the effective
date on which the Option is exercised.


 


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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 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) hereof 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.


 


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12.                                 Right
of Discharge Preserved.  Nothing in
this Agreement shall confer upon the Participant the right to continue in the
employ or other service of the Company, or affect any right which the Company
may have to terminate such employment or service.


 


13.                                 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.


 


14.                                 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.


 


15.                                 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.


 


16.                                 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.


 


17.                                 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.


 


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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/ Peter
  C. Georgiopoulos

  	
   

  
	
   

  	
    Name:

  	
    Peter C.
  Georgiopoulos

  	
   

  
	
   

  	
    Title:

  	
    Chairman /
  CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    /s/ John C.
  Georgiopoulos

  	
   

  
	
   

  	
    John C.
  Georgiopoulos

  	
   

  
					



 


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