Exhibit 10.2
GENERAL MARITIME CORPORATION
STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), made this 20th day
of May, 2004, between General Maritime Corporation (the "Company") and
(the "Optionee"), a non-employee director of the
Company.
WHEREAS, the Company desires to have Optionee continue to serve on its Board of
Directors and to provide Optionee with an incentive to share in the success of
the Company;
WHEREAS, in order to provide such an incentive to its employees and non-employee
directors, the Company has adopted the General Maritime Corporation 2001 Stock
Incentive Plan (the "Plan");
WHEREAS, the option granted hereby is not intended to qualify as an "incentive
stock option" within the meaning of Section 422 or any successor provision of
the Internal Revenue . Code of 1986, as amended (the "Code"); and
WHEREAS, unless otherwise provided herein, capitalized terms used in this
Agreement shall have the meaning given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants and representations
herein contained and intending to be legally bound, the parties hereto 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
SHARES OF COMMON STOCK OF THE COMPANY,
PAR VALUE $0.01 PER SHARE ("COMMON STOCK"). THE OPTION DOES NOT CONSTITUTE AN
"INCENTIVE STOCK OPTION" WITHIN THE MEANING OF CODE SECTION 422, TO THE EXTENT
ALLOWED UNDER THE PLAN AND APPLICABLE LAW.
2.
GRANT DATE. THE GRANT DATE OF THE
OPTION IS MAY 20, 2004.
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 BECOME
EXERCISABLE WITH RESPECT TO 25% OF THE SHARES OF COMMON STOCK SUBJECT TO THE
OPTION ON EACH OF THE FIRST FOUR ANNIVERSARIES OF THE GRANT DATE.
5.
EXERCISE PRICE. THE EXERCISE
PRICE-PER-SHARE OF EACH SHARE WITH RESPECT TO WHICH THE OPTION IS GRANTED IS
$
, WHICH IS EQUAL TO OR GREATER THAN THE FAIR MARKET VALUE (AS DEFINED
IN SECTION 1.6(A) OF THE PLAN) OF A SHARE OF COMMON STOCK 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 PARTICIPANT CEASES TO
BE A MEMBER OF THE COMPANY'S BOARD OF DIRECTORS FOR ANY REASON OTHER THAN DEATH,
RETIREMENT (AS DEFINED IN SECTION 2.5(C) OF THE PLAN), DISABILITY (AS DEFINED IN
SECTION