Exhibit 10.59


 


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 Peter S. Shaerf (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/ Peter S. Shaerf

  
	
   

  	
    Peter
  S. Shaerf

  



 


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