**Exhibit 10.59**

 

**GENERALMARITIME CORPORATION**

 

**STOCKOPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS**

 

THIS NON-QUALIFIED STOCK OPTION AGREEMENT(the “Agreement”), made this 20th day of May, 2004, between General MaritimeCorporation (the “Company”) and Peter S. Shaerf (the “Optionee”), anon-employee director of the Company.

 

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

 

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

 

WHEREAS, the option granted hereby is notintended to qualify as an “incentive stock option” within the meaning ofSection 422 or any successor provision of the Internal Revenue Code of 1986, asamended (the “Code”); and

 

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

 

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

 

1.             Grant of Option.  Pursuant to, and subject to, the terms andconditions set forth herein and in the Plan, the Board of Directors herebygrants to the Participant an incentive stock option (the “Option”) with respectto 5,000 shares of common stock of the Company, par value $0.01 per share (“CommonStock”). The Option does not constitute an “incentive stock option” within themeaning of Code section 422, to the extent allowed under the Plan andapplicable law.

 

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

 

3.             Incorporation of Plan. Allterms, conditions and restrictions of the Plan are incorporated herein and madepart hereof as if stated herein. If there is any conflict between the terms andconditions of the Plan and this Agreement, the terms and conditions of thePlan, as interpreted by the Committee, shall govern. Except as otherwiseprovided herein, all capitalized terms used herein shall have the meaning givento such terms in the Plan.

 

4.             Vesting Date. The Optionshall become exercisable with respect to 25% of the shares of Common Stocksubject to the Option on each of the first four anniversaries of the Grant Date.

 

5.             Exercise Price. The exerciseprice-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 Section1.6(a) of the Plan) of a share of Common Stock as of the Grant Date.

 

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6.             Expiration Date; Effect ofTermination of Employment.

 

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

 

(b)        In the event that theParticipant ceases to be a member of the Company’s Board of Directors for anyreason 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 inSection 2.5(b) of the Plan) or resignation (as defined in Section 2.5(b) of thePlan) without the Company’s prior consent: (i) the Option, to the extent thatit was exercisable at the time of such termination, shall remain exercisableuntil the expiration of 90 days (one year in the case of Disability, as definedin 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 thereaftershall be null and void and of no further force or effect; *provided, however,*that the Option shallnot be exercisable after the expiration of its term.

 

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

 

(d)        In the event that theParticipant ceases to be a member of the Company’s Board of Directors by reasonof the Participant’s death or disability: (i) the Option, to the extent that itwas exercisable at the time of such termination or would have become exercisablewithin 12 months after the time of such termination, but for such termination, shallbecome 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 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 shallnot be exercisable after the expiration of its term.

 

(e)        In the event that theParticipant dies while a member of the Company’s Board of Directors or duringthe 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 ofsuch death, shall remain exercisable until the expiration of one year aftersuch death, on which date the Option shall expire; and (ii) the Option, to theextent that it was not exercisable at the time of such death, shall expire atthe close of business on the date of such death and thereafter shall be nulland void and of no further force or effect; *provided,however,*that the Option shall not be exercisable after theexpiration of its term.

 

(f)         In the event that theParticipant ceases to be a member of the Company’s Board of Directors for causeor resignation without the Company’s prior consent, the Option, to the extentnot exercised, shall expire as of the start of business on the date of such terminationand thereafter shall be null and void and of no further force or effect.

 

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(g)        The Option shall notqualify as an incentive stock option under Code section 422 if it is exercisedmore than three months following the Participant’s termination of employmentfor any reason other than death or disability, or for more than one yearfollowing the Participant’s termination of employment by reason of disability.

 

7.             Methodof Exercise. The Option shall be exercisable in whole or in part. The partialexercise of the Option shall not cause the expiration, termination orcancellation of the remaining portion thereof. The Option shall be exercised bydelivering notice to the Company in the form and manner specified by theCommittee, accompanied by payment for the shares of Common Stock beingpurchased upon the exercise of the Option. Payment shall be made: (i) bycertified or official bank check (or the equivalent thereof acceptable to theCompany or its exchange agent) for the full exercise price; or (ii) with theconsent of the Committee, by delivery of shares of Common Stock having a FairMarket Value (determined as of the exercise date) equal to all or part of the exerciseprice and a certified or official bank check (or the equivalent thereof acceptableto the Company or its exchange agent) for any remaining portion of the fullexercise price; or (iii) at the discretion of the Committee and to the extentpermitted by law, by such other provision, consistent with the terms of thePlan, as the Committee may from time to time prescribe (whether directly orindirectly through the exchange agent). Certificates for shares of Common Stockpurchased upon the exercise of the Option shall be issued in the name of theParticipant or his/her beneficiary, as the case may be, and delivered to theParticipant or his/her beneficiary, as the case may be, as soon as practicablefollowing the effective date on which the Option is exercised.

 

8.             TaxWithholding. The Participant is obligated to remit to the Company an amountsufficient to satisfy any federal, state or local tax withholding and othertaxes due or potentially payable in connection with the exercise of the Option.To the extent permitted by the Committee in its sole discretion, theParticipant may satisfy this obligation by directing the Company to withhold fromthe shares of Common Stock to be issued to the Participant upon the exercise ofthe 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 isdetermined) as close as possible to the minimum amount of such obligation, withany additional amount to be paid by the Participant in cash.

 

9.             Securities Matters.

 

(a)        The Company shall beunder no obligation to effect the registration pursuant to the Securities Actof 1933, as amended (the “1933 Act”) of any interests in the Plan or any sharesof Common Stock to be issued thereunder or to effect similar compliance underany state laws. The Company shall not be obligated to cause to be issued ordelivered any certificates evidencing shares of Common Stock pursuant heretounless and until the Company is advised by its counsel that the issuance anddelivery of such certificates is in compliance with all applicable laws, regulationsof governmental authority and the requirements of any securities exchange onwhich shares of Common Stock are traded. The Committee may require, as acondition of the issuance and delivery of certificates evidencing shares ofCommon Stock pursuant to the terms hereof, that the recipient of such sharesmake such covenants, agreements and representations, and that such certificatesbear such legends, as the Committee, in its sole discretion, deems necessary ordesirable. The Participant specifically understands and agrees that the sharesof Common Stock, 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

 

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sharesindefinitely unless they are registered under such Act or an exemption fromsuch registration is available.

 

(b)        The exercise of theOption shall be effective only at such time as counsel to the Company shallhave determined that the issuance and delivery of shares of Common Stockpursuant to such exercise is in compliance with all applicable laws,regulations of governmental authority and the requirements of any securitiesexchange on which shares of Common Stock are traded. The Committee may, in itssole discretion, defer the effectiveness of any exercise of the Option in orderto allow the issuance of shares of Common Stock pursuant thereto to be madepursuant to registration or an exemption from registration or other methods forcompliance available under federal or state securities laws. The Committeeshall inform the Participant in writing of its decision to defer theeffectiveness of the exercise of the Option. During the period that the effectivenessof the exercise of the Option has been deferred, the Participant may, bywritten notice, withdraw such exercise and obtain the refund of any amount paidwith respect thereto.

 

10.           Transferability/ExerciseAfter Death. During the lifetime of the Participant, the Option may beexercised only by the Participant or the Participant’s legal representative andis not assignable or transferable otherwise than by will or by the laws ofdescent and distribution. After the Participant’s death, the Option may be exercisedpursuant to Section 6(d) or 6(e) hereof, as the case may be, by the Participant’sexecutor or administrator or other duly appointed representative reasonablyacceptable to the Committee, unless the Participant’s will specificallydisposes of the Option, in which case the Option may be exercised only by therecipient of such specific disposition. Any such individual or entity thatexercises the Option after the participant’s death shall be bound by all theterms and conditions of the Plan and this Agreement.

 

11.           Delaysor Omissions. No delay or omission to exercise any right, power or remedy accruingto any party hereto upon any breach or default of any party under thisAgreement, shall impair any such right, power or remedy of such party, norshall it be construed to be a waiver of any such breach or default, or anacquiescence therein, or of or in any similar breach or default thereafteroccurring, nor shall any waiver of any single breach or default be deemed awaiver of any other breach or default theretofore or thereafter occurring. Anywaiver, permit, consent or approval of any kind or character on the part of anyparty of any breach or default under this Agreement, or any waiver on the partof any party or any provisions or conditions of this Agreement, must be in awriting signed by such party and shall be effective only to the extentspecifically set forth in such writing.

 

12.           Integration.This Agreement contains the entire understanding of the parties with respect toits subject 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.This Agreement may be executed in two or more counterparts, each of which shallbe deemed an original, but all of which shall constitute one and the sameinstrument.

 

14.           GoverningLaw.  This Agreement shall begoverned by and construed and enforced in accordance with the laws of the Stateof New York, without regard to the provisions governing conflict of laws.

 

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

 

16.           ParticipantAcknowledgment. The Participant hereby acknowledges receipt of a copy ofthe 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 causedthis Agreement 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:                             |  /s/ John C.  Georgiopoulos |
|   |                            |   |
|   | Name:                           |  John C.  Georgiopoulos |
|   |                            |   |
|   | Title:                          |  Vice President |
|   |                            |   |
|   |                            |   |
|   |   /s/ Peter S. Shaerf |
|   |   Peter  S. Shaerf    |

 

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