**Exhibit10.58**

 

**GENERALMARITIME CORPORATION**

 

**STOCKOPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS**

 

THIS NON-QUALIFIED STOCKOPTION AGREEMENT (the “Agreement”), made this 20th day of May, 2004, betweenGeneral Maritime Corporation (the “Company”) and REX W. HARRINGTON (the“Optionee”), a non-employee director of the Company.

 

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

 

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

 

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

 

WHEREAS, unless otherwiseprovided herein, capitalized terms used in this Agreement shall have themeaning given them in the Plan.

 

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

 

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

 

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

 

3.                                       Incorporationof Plan. All terms, conditions and restrictions of the Plan areincorporated herein and made part hereof as if stated herein. If there is anyconflict between the terms and conditions of the Plan and this Agreement, theterms and conditions of the Plan, as interpreted by the Committee, shall govern.Except as otherwise provided herein, all capitalized terms used herein shallhave the meaning given to such terms in the Plan.

 

4.                                       VestingDate. The Option shall become exercisable with respect to 25% of the sharesof Common Stock subject to the Option on each of the first four anniversariesof the Grant Date.

 

5.                                       ExercisePrice. The exercise price-per-share of each share with respect to which theOption is granted is $22.57, which is equal to or greater than the Fair MarketValue (as defined in Section 1.6(a) of the Plan) of a share of CommonStock as of the Grant Date.

 

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6.                                       ExpirationDate; Effect of Termination of Employment.

 

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

 

(b)                       In theevent that the Participant ceases to be a member of the Company’s Board ofDirectors 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 extentthat it was exercisable at the time of such termination, shall remainexercisable until the expiration of 90 days (one year in the case ofDisability, as defined in the Plan) after such termination, on which date theOption shall expire; and (ii) the Option, to the extent that it was notexercisable 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 theexpiration of its term.

 

(c)                        In theevent that the Participant ceases to be a member of the Company’ Board ofDirectors by reason of the Participant’s retirement: (i) the Option, to theextent that it was exercisable at the time of such termination, shall remainexercisable until the expiration of three years after such termination, onwhich date the Option shall expire; and (ii) the Option, to the extent that itwas not exercisable at the time of such termination, shall expire at the closeof business on the date of such termination and thereafter shall be null andvoid and of no further force or effect;*provided, however,*that the Optionshall not be exercisable after the expiration of its term.

 

(d)                       In theevent that the Participant ceases to be a member of the Company’s Board ofDirectors 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 wouldhave become exercisable within 12 months after the time of such termination,but for such termination, shall become and remain exercisable until theexpiration of one year after such termination, on which date the Option shallexpire; 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 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 theexpiration of its term.

 

(e)                        In theevent that the Participant dies while a member of the Company’s Board ofDirectors or during the 90-day, one-year or three-year periods under Sections6(b), 6(c) or 6(d) hereof: (i) the Option, to the extent that it was exercisableat the time of such death, shall remain exercisable until the expiration of oneyear after such death, on which date the Option shall expire; and (ii) theOption, 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 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.

 

(f)                          In theevent that the Participant ceases to be a member of the Company’s Board ofDirectors for cause or resignation without the Company’s prior consent, theOption, to the extent not exercised, shall expire as of the start of businesson the date of such termination and thereafter shall be null and void and of nofurther force or effect.

 

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

 

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

 

8.                                       Tax Withholding. The Participant is obligated to remit tothe Company 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 in its solediscretion, the Participant may satisfy this obligation by directing theCompany 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.                                       Securities Matters.

 

(a)    The Company shall be underno obligation to effect the registration pursuant to the Securities Act of1933, as amended (the “1933 Act”) of any interests in the Plan or any shares ofCommon Stock to be issued thereunder or to effect similar compliance under anystate 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,regulations of governmental authority and the requirements of any securitiesexchange on which shares of Common Stock are traded. The Committee may require,as a condition of the issuance and delivery of certificates evidencing sharesof Common 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“restricted securities,” as that term is defined in Rule 144 under the 1933 Actand, 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 the Optionshall be effective only at such time as counsel to the Company shall havedetermined that the issuance and delivery of shares of Common Stock pursuant tosuch exercise is in compliance with all applicable laws, regulations ofgovernmental authority and the requirements of any securities exchange on whichshares 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 theissuance of shares of Common Stock pursuant thereto to be made pursuant toregistration or an exemption from registration or other methods for complianceavailable under federal or state securities laws. The Committee shall informthe Participant in writing of its decision to defer the effectiveness of theexercise of the Option. During the period that the effectiveness of theexercise of the Option has been deferred, the Participant may, by writtennotice, withdraw such exercise and obtain the refund of any amount paid withrespect thereto.

 

10.                                 Transferability/Exercise After Death. During the lifetime of the Participant, theOption may 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’s death, theOption may be exercised pursuant to Section 6(d) or 6(e) hereof, as thecase may be, by the Participant’s executor or administrator or other dulyappointed representative reasonably acceptable to the Committee, unless theParticipant’s will specifically disposes of the Option, in which case theOption may be exercised only by the recipient of such specific disposition. Anysuch individual or entity that exercises the Option after the participant’sdeath shall be bound by all the terms and conditions of the Plan and thisAgreement.

 

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 anyparty under this Agreement, shall impair any such right, power or remedy ofsuch party, nor shall it be construed to be a waiver of any such breach ordefault, 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 or character onthe part of any party of any breach or default under this Agreement, or anywaiver on the part of any party or any provisions or conditions of thisAgreement, must be in a writing signed by such party and shall be effectiveonly to the extent specifically set forth in such writing.

 

12.                                 Integration. This Agreement contains the entire understanding of the parties withrespect to its 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 ormore counterparts, each of which shall be deemed an original, but all of whichshall constitute one and the same instrument.

 

14.                                 Governing Law.  ThisAgreement shall be governed by and construed and enforced in accordance withthe laws of the State of New York, without regard to the provisions governingconflict of laws.

 

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15.                                 Noticeof Certain Dispositions. In the event that the Participant disposes of anyshares of Common Stock acquired upon the exercise of the Option (i) prior tothe expiration 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, 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/ John C.  Georgiopoulos |
|   |                               |   |
|   | Name:                              |  John C.  Georgiopoulos |
|   |                               |   |
|   | Title:                             |  Vice President |
|   |                               |   |
|   |                               |   |
|   |   /s/ Rex W.  Harrington |
|   |   Rex W.  Harrington     |

 

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