SECOND AMENDED AND RESTATED CHANGE OF CONTROL PROTECTION AGREEMENTChange of Control • October 18th, 2011 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware
This Second Amended and Restated Change of Control Protection Agreement (this “Agreement”) is made and entered into as of October 12, 2011, (the “Effective Date”) by and between Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 666 Third Avenue, New York, New York 10017 (the “Company”) and Morten Arntzen (the “Executive”).
OVERSEAS SHIPHOLDING GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Pursuant to the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan)Nonqualified Stock Option Agreement • October 18th, 2011 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), is made as of the 12th day of October, 2011 by and between Overseas Shipholding Group, Inc. (the “Company”) and Morten Arntzen (the “Optionee”).
OVERSEAS SHIPHOLDING GROUP, INC. New York, NY 10017Stock Option Agreement • October 18th, 2011 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • New York
This letter, when countersigned by you, will confirm our agreement as to your continuing employment as President and Chief Executive Officer (“CEO”) of Overseas Shipholding Group, Inc. (together with its Successors and Assigns as defined in Section 7(d) hereof, the “Company”) commencing on October 12, 2011 (the “Effective Date”) in accordance with the terms and conditions of this letter agreement (this “Agreement”). This Agreement shall be effective upon it being executed by the parties and shall supersede and replace the letter agreement between you and the Company dated January 19, 2004, as subsequently amended (the “Prior Agreement”), other than Exhibit B of the Prior Agreement, which shall continue in full force and effect and is attached as Exhibit B to this Agreement.
