**Exhibit10.56**

 

**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 ANDREW M. L. CAZALET (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, par value $0.01per share (“Common Stock”). The Option does not constitute an “incentive stockoption” within the meaning of Code section 422, to the extent allowedunder 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 are incorporatedherein and made part hereof as if stated herein. If there is any conflictbetween the terms and conditions of the Plan and this Agreement, the terms andconditions of the Plan, as interpreted by the Committee, shall govern. Exceptas otherwise provided herein, all capitalized terms used herein shall have themeaning 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 Option shall not be exercisable after theexpiration 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 void andof no further force or effect; *provided,however,*, that theOption shall not be exercisable after the expiration 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, the Option,to the extent not exercised, shall expire as of the start of business on thedate 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 Common Stockbeing purchased 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.                                       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 minimum amountof such obligation, with any additional amount to be paid by the Participant incash.

 

9.                                       Securities Matters.

 

(a)                        The Company shall be under no obligation toeffect 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 beissued thereunder or to effect similar compliance under any state laws. TheCompany shall not be obligated to cause to be issued or delivered anycertificates evidencing shares of Common Stock pursuant hereto unless and untilthe Company is advised by its counsel that the issuance and delivery of suchcertificates 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 require, as a condition ofthe issuance and delivery of certificates evidencing shares of Common Stock pursuantto 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. 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

 

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

 

(b)                       The exercise of the Option shall be effectiveonly at such time as counsel to the Company shall have determined that theissuance and delivery of shares of Common Stock pursuant to such exercise is incompliance with all applicable laws, regulations of governmental authority andthe requirements of any securities exchange on which shares of Common Stock aretraded. The Committee may, in its sole discretion, defer the effectiveness ofany exercise of the Option in order to allow the issuance of shares of CommonStock pursuant thereto to be made pursuant to registration or an exemption fromregistration or other methods for compliance available under federal or statesecurities laws. The Committee shall inform the Participant in writing of itsdecision to defer the effectiveness of the exercise of the Option. During theperiod that the effectiveness of the exercise of the Option has been deferred,the Participant may, by written notice, withdraw such exercise and obtain therefund of any amount paid with respect 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 the casemay be, by the Participant’s executor or administrator or other duly appointedrepresentative reasonably acceptable to the Committee, unless the Participant’swill specifically disposes of the Option, in which case the Option may beexercised only by the recipient of such specific 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.                                 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 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 respectto 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 governing conflictof laws.

 

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15.                                 Noticeof Certain Dispositions.  In theevent that the Participant disposes of any shares of Common Stock acquired uponthe exercise of the Option (i) prior to the expiration of two years after theGrant 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, orany successor provision, the Participant hereby agrees to notify the Company ofsuch disposition within 10 days thereof.

 

16.                                 ParticipantAcknowledgment.  The Participanthereby acknowledges receipt of a copy of the Plan. The Participant herebyacknowledges that all decisions, determinations and interpretations of theCommittee in respect of the Plan, this Agreement and the Option shall be finaland 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/ Andrew  M. L. Cazalet |
|   | Andrew M. L. Cazalet                  |

 

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