Exhibit 10.54
GENERAL MARITIME CORPORATION
INCENTIVE STOCK OPTION GRANT CERTIFICATE
THIS AGREEMENT, made as of this ___ day of June 2001, between
GENERAL MARITIME CORPORATION (the "Company") and Xxxxx X. Xxxxxxxxxxxxx (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 80,000 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 initial underwritten public offering of the Common Stock.
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.
(a) Subject to Section 4(b) hereof, the Option shall first
become vested and exercisable with respect to 16,000 shares of Common Stock on
each of (i) the date on which the initial underwritten public offering of the
Common Stock is closed and (ii) the first four anniversaries of such date.
(b) In the event of a Change in Control (as defined in the
Plan on the date hereof) the Option shall become exercisable in full on the date
of such Change in Control, and, notwithstanding anything in the Plan to the
contrary, this Agreement may not be amended in a manner adverse to the
Participant without the Participant's explicit written consent to such
amendment.
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), Disability (as defined in the employment agreement dated June __,
2001, between the Participant and the Company (the "Employment Agreement")) or
Cause (as defined in the Employment Agreement): (i) the Option, to the extent
that it was exercisable at the time of such termination, shall remain
exercisable until the expiration of one year 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 employment of the Participant with
the Company and its Affiliates shall be terminated 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 would have become exercisable
within 12 months after the time of such termination, but for such termination,
shall become and remain exercisable until the expiration of one year after such
termination, on which date the Option shall expire; and (ii) the Option, to the
extent that it was not, and did not become,
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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.
(e) In the event that the Participant dies while employed by
the Company or during the one-year or three-year periods under Sections 6(b),
6(c) or 6(d) 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.
(f) 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.
(g) 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
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(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 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.
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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
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
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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:
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Name:
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Title:
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Xxxxx X. Xxxxxxxxxxxxx
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