0001144204-16-132565 Sample Contracts

OVERSEAS SHIPHOLDING GROUP, INC. MANAGEMENT INCENTIVE COMPENSATION PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Grant Agreement • November 9th, 2016 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware

THIS AGREEMENT, made as of this [__]th day of [______], 2016 (the “Agreement”), by and between Overseas Shipholding Group, Inc. (the “Company”), and [Name of Officer] (the “Grantee”).

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Amendment No. 2 to James D. Small’s Employment Agreement
S Employment Agreement • November 9th, 2016 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

This Amendment No. 2 (the “Amendment”), dated as of August 3, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and James D. Small (the “Executive”).

Amendment No. 2 to Rick F. Oricchio’s Employment Agreement
S Employment Agreement • November 9th, 2016 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

This Amendment No. 2 (the “Amendment”), dated as of August 3, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and Rick F. Oricchio (the “Executive”).

Amendment No. 2 to Ian T. Blackley’s Employment Agreement
S Employment Agreement • November 9th, 2016 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

This Amendment No. 2 (the “Amendment”), dated as of August 3, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and Ian T. Blackley (the “Executive”).

EMPLOYMENT AGREEMENT
Release Agreement • November 9th, 2016 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Florida

This AGREEMENT, dated as of July 17, 2016 (the “Agreement”), between Overseas Shipholding Group, Inc. (the “Company”) and Samuel H. Norton (the “Executive”).

July 29, 2016 Mr. Henry P. Flinter 15825 Dawson Ridge Drive Tampa, FL 33647 Dear Henry:
Letter Agreement • November 9th, 2016 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Florida

This letter agreement (this “Agreement”) confirms our agreement as to the termination subsidiaries, affiliates, successors and assignees, the “Company”), commencing on July 29, 2016 (the “Separation from Service Date”), in accordance with the terms and conditions of this Agreement. Except as otherwise provided herein, this Agreement shall be effective once executed by the parties hereto.

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