**Exhibit 10.46**

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**General Maritime Corporation**

**Incentive Stock Option Grant Certificate**

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THISAGREEMENT, made as of the 26th day of November 2002, between GENERAL MARITIMECORPORATION (the “Company”) and John C. Georgiopoulos (the “Participant”).

 

WHEREAS,the Company has adopted and maintains the General Maritime Corporation 2001Stock Incentive Plan (the “Plan”) to provide certain key persons, on whoseinitiative and efforts the successful conduct of the business of the Companydepends, and who are responsible for the management, growth and protection ofthe business of the Company, with incentives to: (a) enter into and remain inthe service of the Company, a Company subsidiary or a Company joint venture,(b) acquire a proprietary interest in the success of the Company, (c) maximizetheir performance and (d) enhance the long-term performance of the Company(whether directly or indirectly through enhancing the long-term performance ofa Company subsidiary or a Company joint venture);

 

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

 

WHEREAS,the Committee has determined that the purposes of the Plan would be furtheredby granting the Participant an award under the Plan as set forth in thisAgreement;

 

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

 

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

 

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

 

3.                                       Incorporationof Plan.  All terms, conditions and restrictions of the Plan areincorporated herein and made part hereof as if stated herein.  Ifthere is any conflict between the terms and conditions of the Plan and thisAgreement, the terms and conditions of the Plan, as interpreted by theCommittee, shall govern.  Except as otherwise provided herein, allcapitalized terms used herein shall have the meaning given to such terms in thePlan.

 

4.                                       VestingDate.

 

(a)  Subject to Section 4(b) hereof, the Optionshall first become exercisable with respect to 25% of the shares of CommonStock subject to the Option on each of the first four anniversaries of theGrant Date.

 

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

 

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

 

6.                                       ExpirationDate; Effect of Termination of Employment.

 

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

 

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(b)  Inthe event that the employment of the Participant with the Company terminatesfor any reason other than death, Retirement, Disability or Cause (as each suchterm is defined in the Plan or, if the Company and the Participant enter intoan employment agreement after the date hereof which defines either or both ofsuch terms, as such term is defined in the most recent such employmentagreement as of the date of the determination): (i) the Option, to the extentthat it was exercisable at the time of such termination, shall remainexercisable until the expiration of one year after such termination, on whichdate the Option shall expire; and (ii) the Option, to the extent that it wasnot exercisable at the time of such termination, shall expire at the close ofbusiness on the date of such termination and thereafter shall be null and voidand of no further force or effect; *provided, however*,that the Option shall not be exercisable after the expiration of its term.

 

(c)  Inthe event that the employment of the Participant with the Company and itsAffiliates shall be terminated by reason of the Participant’s Retirement: (i)the Option, to the extent that it was exercisable at the time of suchtermination, shall remain exercisable until the expiration of three years aftersuch 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 andthereafter shall be null and void and of no further force or effect; *provided, however*, that the Option shall not be exercisableafter the expiration of its term.

 

(d)  Inthe event that the employment of the Participant with the Company and itsAffiliates shall be terminated by reason of the Participant’s death orDisability: (i) the Option, to the extent that it was exercisable at the dateof such termination or would have become exercisable within 12 months after thedate of such termination, but for such termination, shall, to the extentapplicable, become exercisable as of the date of such termination and shallremain exercisable until the expiration of one year after such termination, onwhich date the Option shall expire; and (ii) the Option, to the extent that itwas not, and did not become, exercisable at the time of such termination, shallexpire at the close of business on the date of such termination and thereaftershall be null and void and of no further force or effect; *provided,however*, that the Option shall not be exercisable after theexpiration of its term.

 

(e)  In the event that the Participant dies duringthe one-year or three-year periods under Sections 6(b), 6(c) or 6(d) hereof theOption, to the extent that it was exercisable at the time of such death, shallremain exercisable until the expiration of one year after such death, on whichdate the Option shall expire; *provided, however*,that the Option shall not be exercisable after the expiration of its term.

 

(f)  Inthe event that the employment of the Participant with the Company and itsAffiliates shall be terminated for Cause, the Option, to the extent notexercised, shall expire as of the start of business on the date of suchtermination and thereafter shall be null and void and of no further force oreffect.

 

(g)  TheOption shall not qualify as an incentive stock option under Section 422 of theCode if it is exercised more than three months following the Participant’stermination of employment for any reason other than death or Disability (unlessdeath occurs within the three months following termination of employment), orfor more than one year following the Participant’s termination of employment byreason of Disability.

 

7.                                       Methodof Exercise.  The Option shall be exercisable in whole or inpart.  The partial exercise of the Option shall not cause theexpiration, termination or cancellation of the remaining portionthereof.  The Option shall be exercised by delivering notice to the Companyin the form and manner specified by the Committee, accompanied by payment forthe shares of Common Stock being purchased upon the exercise of theOption.  Payment shall be made: (i) by certified or official bankcheck (or the equivalent thereof acceptable to the Company or its exchangeagent) 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 asof the exercise date) equal to all or part of the exercise price and a certifiedor official bank check (or the equivalent thereof acceptable to the Company orits 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, bysuch other provision, consistent with the terms of the Plan, as the Committeemay from time to time prescribe (whether directly or indirectly through theexchange agent).  Certificates for shares of Common Stock purchasedupon the exercise of the Option shall be issued in the name of the Participantor his beneficiary, as the case may be, and delivered to the Participant or hisbeneficiary, as the case may be, as soon as practicable following the effectivedate on which the Option is exercised.

 

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

 

9.                                       SecuritiesMatters.

 

(a)  TheCompany shall be under no obligation to effect the registration pursuant to theSecurities Act of 1933, as amended (the “1933 Act”) of any interests in thePlan or any shares of Common Stock to be issued thereunder or to effect similarcompliance under any state laws.  The Company shall not be obligatedto cause to be issued or delivered any certificates evidencing shares of CommonStock pursuant hereto unless and until the Company is advised by its counselthat the issuance and delivery of such certificates 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 evidencing shares of Common Stock pursuant to theterms hereof, that the recipient of such shares make such covenants, agreementsand representations, and that such certificates bear such legends, as theCommittee, in its sole discretion, deems necessary or desirable.  TheParticipant specifically understands and agrees that the shares of CommonStock, if and when issued upon exercise of the Option, may be “restrictedsecurities,” as that term is defined in Rule 144 under the 1933 Act and,accordingly, the Participant may be required to hold the shares indefinitelyunless they are registered under such Act or an exemption from suchregistration is available.

 

(b)  Theexercise of the Option shall be effective only at such time as counsel to theCompany shall have determined that the issuance and delivery of shares ofCommon Stock pursuant to such exercise is in compliance with all applicablelaws, regulations of governmental authority and the requirements of anysecurities exchange on which shares of Common Stock are traded.  TheCommittee may, in its sole discretion, defer the effectiveness of any exerciseof the Option in order to allow the issuance of shares of Common Stock pursuantthereto to be made pursuant to registration or an exemption from registrationor other methods for compliance available under federal or state securitieslaws.  The Committee shall inform the Participant in writing of itsdecision to defer the effectiveness of the exercise of theOption.  During the period that the effectiveness of the exercise ofthe Option has been deferred, the Participant may, by written notice, withdrawsuch exercise and obtain the refund of any amount paid with respect thereto.

 

10.                                 Transferability/ExerciseAfter Death.  During the lifetime of the Participant, the Optionmay be exercised only by the Participant or the Participant’s legalrepresentative and is not assignable or transferable otherwise than by will orby the laws of descent and distribution.  After the Participant’sdeath, the Option may be exercised pursuant to Section 6(d) hereof by the Participant’s executor oradministrator or other duly appointed representative reasonably acceptable tothe Committee, unless the Participant’s willspecifically disposes of the Option, in which case theOption may be exercised only by the recipient of suchspecific disposition.  Any suchindividual or entity that exercises the Option after the Participant’s deathshall be bound by all the terms and conditions of the Plan and this Agreement.

 

11.                                 Delaysor Omissions.  No delay or omission to exercise any right, poweror remedy accruing to any party hereto upon any breach or default of any partyunder this Agreement, shall impair any such right, power or remedy of suchparty, 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 defaultthereafter occurring, nor shall any waiver of any single breach or default bedeemed a waiver of any other breach or default theretofore or thereafteroccurring.  Any waiver, permit, consent or approval of any kind orcharacter on the part of any party of any breach or default under thisAgreement, or any waiver on the part of any party or any provisions orconditions of this Agreement, must be in a writing signed by such party andshall be effective only to the extent specifically set forth in such writing.

 

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12.                                 Rightof Discharge Preserved.  Nothing inthis Agreement shall confer upon the Participant the right to continue in theemploy or other service of the Company, or affect any right which the Companymay have to terminate such employment or 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.                                 GoverningLaw.  This Agreement shall be governed by and construed andenforced in accordance with the laws of the State of New York, without regardto the provisions governing conflict of laws.

 

16.                                 Noticeof Certain Dispositions.  In the event that the Participantdisposes 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 oneyear after the date the shares were acquired or (ii) under any othercircumstances described in Section 422(a) of the Code, or any successorprovision, the Participant hereby agrees to notify the Company of suchdisposition within 10 days thereof.

 

17.                                 ParticipantAcknowledgment.  The Participant hereby acknowledges receipt of acopy of the Plan.  The Participant hereby acknowledges that alldecisions, determinations and interpretations of the Committee in respect ofthe Plan, this Agreement and the Option shall be final and conclusive.

 

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IN WITNESS WHEREOF, theCompany has caused this Agreement to be duly executed by its duly authorizedofficer, and the Participant has hereunto signed this Agreement on his ownbehalf, thereby representing that he has carefully read and understands thisAgreement 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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