**Exhibit10.57**

 

**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 William J. Crabtree (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, shallgovern. Except as otherwise provided herein, all capitalized terms used hereinshall have 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)                        Subjectto the provisions of the Plan and this Agreement, the Option shall expire andterminate on the tenth anniversary of the Grant Date.

 

(b)                       Inthe event that the Participant ceases to be a member of the Company’s Board ofDirectors for any reason other than death, retirement (as defined inSection 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) orresignation (as defined in Section 2.5(b) of the Plan) without theCompany’s prior consent: (i) the Option, to the extent that it was exercisable atthe time of such termination, shall remain exercisable until the expiration of90 days (one year in the case of Disability, as defined in the Plan) after suchtermination, on which date the Option shall expire; and (ii) the Option, to theextent that it was not 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.

 

(c)                        Inthe event 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)                       Inthe event 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 beexercisable after the expiration of its term.

 

(e)                        Inthe event 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)                          Inthe event 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)                       TheOption shall not qualify as an incentive stock option under Codesection 422 if it is exercised more than three months following theParticipant’s termination of employment for any reason other than death ordisability, or for more than one year following the Participant’s terminationof 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 theexercise 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.                                       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 withholdfrom the shares of Common Stock to be issued to the Participant upon theexercise of the Option a number of whole shares of Common Stock having a FairMarket Value (determined as of the date on which the amount of required taxwithholding is determined) as close as possible to the minimum amount of suchobligation, with any additional amount to be paid by the Participant 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 obligated to cause tobe issued or delivered any certificates evidencing shares of Common Stockpursuant hereto unless and until the Company is advised by its counsel that theissuance and delivery of such certificates is in compliance with all applicablelaws, regulations of governmental authority and the requirements of anysecurities exchange on which shares of Common Stock are traded. The Committeemay require, as a condition of the issuance and delivery of certificatesevidencing shares of Common Stock pursuant to the terms hereof, that therecipient of such shares make such covenants, agreements and representations,and that such certificates bear such legends, as the Committee, in its solediscretion, deems necessary or desirable. The Participant specificallyunderstands and agrees that the shares of Common Stock, if and when issued uponexercise of the Option, may be “restricted securities,” as that term is definedin Rule 144 under the 1933 Act and, accordingly, the Participant may berequired to hold the

 

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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 the Companyshall have 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 beexercised pursuant to Section 6(d) or 6(e) hereof, as the case may be, bythe 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.                                 Delaysor Omissions. No delay or omission to exercise any right, power or remedyaccruing to any party hereto upon any breach or default of any party under thisAgreement, shall impair any such right, power or remedy of such party, nor shallit 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 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/ William  J. Crabtree |
|   |   William J.  Crabtree     |

 

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