Exhibit 10.9


 


General Maritime
Corporation


Incentive Stock Option
Grant Certificate


 


THIS AGREEMENT, made as of this 11th day of June 2001,
between GENERAL MARITIME CORPORATION (the “Company”) and John M. Ramistella
(the “Participant”).


 


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


 


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


 


WHEREAS, the Board of Directors has determined that
the purposes of the Plan would be furthered by granting the Participant an
award under the Plan as set forth in this Agreement;


 


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


 


1.  Grant of Option.  Pursuant
to, and subject to, the terms and conditions set forth herein and in the Plan,
the Board of Directors hereby grants to the Participant an incentive stock
option (the “Option”) with respect to 22,500 shares of common stock of the
Company, par value $0.01 per share (“Common Stock”).  The Option is
intended to constitute an “incentive stock option” within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent
allowed under the Plan and applicable law. 
In the event that the Company’s stockholders have not approved the Plan
within one year after the date the Plan was approved by the Board of Directors,
the Option shall not constitute an incentive stock option.


 


2.  Grant Date.  The
Grant Date of the Option is the day before the Company’s initial underwritten
public offering.


 


3.  Incorporation of
Plan.  All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein.  If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the
Committee, shall govern.  Except as otherwise provided herein, all
capitalized terms used herein shall have the meaning given to such terms in the
Plan.


 





















 


4.  Vesting Date.  The
Option shall first become exercisable with respect to 20% of the shares of
Common Stock subject to the Option on each of (i) the date on which the initial
public offering of the Common Stock is closed and (ii) the first four
anniversaries of such date.


 


5.  Exercise
Price.  The exercise price-per-share
of each share with respect to which the Option is granted is the price to the
public in the Company’s initial public offering, which is equal to or greater
than the fair market value of the share as of the Grant Date.


 


6.  Expiration Date;
Effect of Termination of Employment.


 


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


 


(b)  In the event that the employment of the
Participant with the Company terminates for any reason other than death,
Retirement (as defined in the Plan) or Cause (as defined in the Plan): (i) the
Option, to the extent that it was exercisable at the time of such termination,
shall remain exercisable until the expiration of 90 days (one year in the case
of Disability, as defined in 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 thereafter shall be null and void
and of no further force or effect; provided, however,
that the Option shall not be exercisable after the expiration of its term.


 


(c)  In the event that the employment of the
Participant with the Company and its Affiliates shall be terminated by reason
of the Participant’s Retirement: (i) the Option, to the extent that it was
exercisable at the time of such termination, shall remain exercisable until the
expiration of three years 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 thereafter shall be null and void and of no further
force or effect; provided, however, that the
Option shall not be exercisable after the expiration of its term.


 


(d)  In the
event that the Participant dies while employed by the Company or during the
90-day, one-year or three-year periods under Sections 6(b) or 6(c) hereof: (i)
the Option, to the extent that it was exercisable at the time of such death,
shall remain exercisable until the expiration of one year after such death, on
which date the Option shall expire; and (ii) the Option, 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 thereafter shall be null and void and of no
further force or effect; provided, however,
that the Option shall not be exercisable after the expiration of its term.


 


(e)  In the event that the employment of the
Participant with the Company and its Affiliates shall be terminated for Cause,
the Option, to the extent not exercised, shall expire as of the start of
business on the date of such termination and thereafter shall be null and void
and of no further force or effect.


 


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(f)  The Option shall not qualify as an
incentive stock option under Section 422 of the Code if it is exercised
more than three months following the Participant’s termination of employment
for any reason other than death or disability, or for more than one year
following the Participant’s termination of employment by reason of disability.


 


7.  Method of
Exercise.  The Option shall be exercisable in whole or in
part.  The partial exercise of the Option shall not cause the
expiration, termination or cancellation of the remaining portion
thereof.  The Option shall be exercised by delivering notice to the
Company in the form and manner specified by the Committee, accompanied by
payment for the shares of Common Stock being purchased upon the exercise of the
Option.  Payment shall be made: (i) by certified or official bank
check (or the equivalent thereof acceptable to the Company or its exchange
agent) 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 as
of the exercise date) equal to all or part of the exercise price and a
certified or official bank check (or the equivalent thereof acceptable to the
Company or its 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, by such other provision, consistent with the terms of the Plan, as the
Committee may from time to time prescribe (whether directly or indirectly
through the exchange agent).  Certificates for shares of Common Stock
purchased upon the exercise of the Option shall be issued in the name of the
Participant or his beneficiary, as the case may be, and delivered to the
Participant or his beneficiary, as the case may be, as soon as practicable
following the effective date on which the Option is exercised.


 


8.  Tax Withholding.  The
Participant is obligated to remit to the Company an amount sufficient to
satisfy any federal, state or local tax withholding and other taxes due or
potentially payable in connection with the exercise of the
Option.  To the extent permitted by the Committee in its sole
discretion, the Participant may satisfy this obligation by directing the
Company to withhold from the shares of Common Stock to be issued to the
Participant upon the exercise of the 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 is determined) as close as possible to the minimum
amount of such obligation, with any additional amount to be paid by the
Participant in cash.


 


9.  Securities
Matters.


 


(a)  The Company shall be under no
obligation to effect 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 be issued thereunder or to effect similar compliance under any
state laws.  The Company shall not be obligated to cause to be issued
or delivered any certificates evidencing shares of Common Stock pursuant hereto
unless and until the Company is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which shares of Common Stock are traded.  The Committee
may require, as a condition of the issuance and delivery of certificates
evidencing shares of Common Stock pursuant to 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.  The Participant
specifically understands and agrees that the shares of


 


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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 Act and, accordingly, the
Participant may be required to hold the shares indefinitely unless they are
registered under such Act or an exemption from such registration is available.


 


(b)  The exercise of the Option shall be
effective only at such time as counsel to the Company shall have determined
that the issuance and delivery of shares of Common Stock pursuant to such
exercise is in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which shares 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 the
issuance of shares of Common Stock pursuant thereto to be made pursuant to
registration or an exemption from registration or other methods for compliance
available under federal or state securities laws.  The Committee
shall inform the Participant in writing of its decision to defer the
effectiveness of the exercise of the Option.  During the period that
the effectiveness of the exercise of the Option has been deferred, the
Participant may, by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto.


 


10.  Transferability/Exercise After Death.  During
the lifetime of the Participant, the Option may be exercised only by the
Participant or the Participant’s legal representative and is not assignable or
transferable otherwise than by will or by the laws of descent and
distribution.  After the Participant’s death, the Option may be
exercised pursuant to Section 6(d) hereof by the Participant’s
executor or administrator or other duly appointed
representative reasonably acceptable to the Committee, unless the Participant’s
will specifically disposes of the Option, in which case the Option may be exercised only by the recipient of such specific disposition.  Any such individual or entity that exercises
the Option after the Participant’s death shall 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 any party under this Agreement, shall impair any
such right, power or remedy of such party, 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 default thereafter occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring.  Any waiver, permit, consent or
approval of any kind or character on the part of any party of any breach or
default under this Agreement, or any waiver on the part of any party or any
provisions or conditions of this Agreement, must be in a writing signed by such
party and shall be effective only to the extent specifically set forth in such
writing.


 


12.  Right of
Discharge Preserved.  Nothing in this
Agreement shall confer upon the Participant the right to continue in the employ
or other service of the Company, or affect any right which the Company may have
to terminate such employment or service.


 


13.  Integration.  This
Agreement contains the entire understanding of the parties with respect to its
subject matter.  There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof other than those expressly set forth
herein.  This Agreement, including, without limitation, the


 


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Plan, supersedes all
prior agreements and understandings between the parties with respect to its
subject matter.


 


14.  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.


 


15.  Governing Law.  This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without regard to the provisions governing
conflict of laws.


 


16.  Notice of Certain
Dispositions.  In the event that the Participant disposes 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 one year after the
date the shares were acquired or (ii) under any other circumstances described
in Section 422(a) of the Code, or any successor provision, the Participant
hereby agrees to notify the Company of such disposition within 10 days thereof.


 


17.  Participant
Acknowledgment.  The Participant hereby acknowledges receipt of a
copy of the 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.


 


18. Initial Public Offering. In the event that
the initial underwritten public offering of the Common Stock is not closed
within 180 days of the date hereof, this Agreement shall be null and void and
of no force or effect.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its duly authorized officer, and the Participant has hereunto signed this
Agreement on his own behalf, thereby representing that he has carefully read
and understands this Agreement 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/
  John M. Ramistella

  	
   

  
	
   

  	
  John M.
  Ramistella

  	
   

  



 


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