Exhibit 10(iii)(z)


 


OVERSEAS SHIPHOLDING GROUP, INC.

ENHANCED SEVERANCE PLAN

FOR EMPLOYEES LEVEL 21-23


 


Effective January 1, 2009


 


INTRODUCTION


 


The
purpose of the Overseas Shipholding Group, Inc. Enhanced Severance Plan
for Employees Level 21-23 (the “Plan”)
is to enable Overseas Shipholding Group, Inc. (the “Company”) and its Affiliates (as defined
herein, and collectively with the Company, the “Employers” and, each with respect to an Eligible Employee (as
defined herein), as applicable, the “Employer”)
to offer a form of protection for a possible loss of income to an Eligible
Employee who suffers a loss of employment under the terms and conditions set
forth in the Plan, including enhanced protection if the Eligible Employee is (i) in
good standing with the Employer on the date of a Change in Control (as defined
herein) and (ii) suffers a loss of employment with the Employer under the
terms and conditions set forth in the Plan within the twenty-four (24) month
period following a Change in Control. 
Accordingly, to accomplish this purpose, the Company’s Board of
Directors has adopted the Plan, effective January 1, 2009, in an effort to
assist Eligible Employees in replacing the loss of income caused by a
termination of employment under the circumstances described herein.  The Plan amends and supersedes any severance,
termination, change in control or similar plans, policies and/or practices of
the Employers in effect for Eligible Employees with respect to the subject matter
of the Plan.  An Eligible Employee covered
by the Plan shall not be eligible to participate in any other severance,
termination, change in control or similar plan, policy or practice of the
Employers which would otherwise apply under the circumstances described herein.  For the avoidance of doubt, (i) an
employee of an Employer covered by an Individual Severance Agreement (as
defined herein) shall not be eligible to become a Participant under the Plan in
accordance with Section 2.1 of the Plan and the Plan does not amend or
supersede any Individual Severance Agreement, and (ii) an employee of an
Employer covered by an Individual Change in Control Severance Agreement (as
defined herein) shall not be eligible to become a Participant under the Plan in
accordance with Section 2.2 of the Plan and the Plan does not amend or
supersede any Individual Change in Control Severance Agreement.  Capitalized terms and phrases used herein
shall have the meanings ascribed thereto in Article I.


 


ARTICLE I




Definitions


 


1.1          “Affiliate” shall mean any entity
affiliated with the Company within the meaning of Code Section 414(b) with
respect to a controlled group of corporations, Code Section 414(c) with
respect to trades or businesses under common control with the Company, Code Section 414(m) with
respect to affiliated service groups and any other entity required to be
aggregated with 


 

















 


the Company under Code Section 414(o).  No entity shall be treated as an Affiliate
for any period during which it is not part of the controlled group, under
common control or otherwise required to be aggregated under Code Section 414.


 


1.2          “Annual
Salary” shall mean with regard to a Participant, the annual rate
of pay for services paid by the Employer to the Participant at the time of his
or her Termination of Employment from the Employer, as reflected in the
Employer’s payroll records.  Annual
Salary shall not include commissions, bonuses, overtime pay, incentive
compensation, benefits paid under any qualified plan, any group medical, dental
or other welfare benefit plan, non-cash compensation or any other additional
compensation but, shall include any salary reduction contributions to a plan
maintained pursuant to Code Section 401(k), 125 or 132(f) and amounts
reduced pursuant to a nonqualified elective deferred compensation arrangement,
if any, to the extent that in each such case the reduction is to base salary.


 


1.3          “Board” shall mean the Board
of Directors of the Company.


 


1.4          “Bonus” shall mean, as
applicable:


 


(i)    If the Participant is
entitled to receive the Severance Benefit, the Participant’s annual bonus for
the fiscal year in which the Participant suffers a Termination of Employment,
as in effect immediately prior to the Termination of Employment, as set forth
under the Participant’s individual employment agreement with the Employer or in
any written bonus plan, program or arrangement approved by the Board or the
Compensation Committee of the Board. 
With respect to any such Bonus that is based on a range and/or subject
to the achievement of a performance goal(s), the Bonus shall be deemed to be
the Participant’s target level bonus without regard to the actual level of
performance (whether individual performance or company performance)
achieved.  Notwithstanding the foregoing,
such Bonus shall not include any bonus to be paid upon the completion of any
specified milestone or project or upon the occurrence of a specified event.


 


(ii)   If the Participant is
entitled to receive the Enhanced Severance Benefit, the Participant’s highest
annual target bonus in effect within one hundred eighty (180) days prior to, or
at any time after, the Change in Control, or if no annual target bonus is in
effect for the Participant during such period, then such Bonus shall be deemed
to be 50% of the Participant’s Annual Salary in effect immediately prior to his
or her termination (or if such termination is by the Participant pursuant to Section 1.16(i),
Participant’s Annual Salary rate in effect immediately prior to such reduction
of the rate of his Annual Salary),


 


1.5          “Cause” shall mean with regard
to any Eligible Employee, the Eligible Employee’s: (i) negligence or
misconduct with regard to the Company or the Employer or it or their assets; (ii) misappropriation
or fraud with regard to the Company or the Employer or its or their assets; (iii) conviction
of, or the pleading of guilty or nolo
contendere to, a felony or other crime involving moral turpitude; (iv) material
violation of, or a failure to follow, the Company’s or the Employer’s
established policies and procedures; (v) repeated failure to perform the
duties of the employment position held by the Eligible Employee; (vi) a violation
of the Company’s or the


 


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Employer’s Code of Conduct; or (vii) willful
misconduct which the Company or the Employer believes may negatively impact the
Company or the Employee, respectively, or its or their reputation.  A Termination of Employment for Cause shall
mean a termination by the Employer effected by written notice given to the
Eligible Employee as a result of the Cause event.


 


1.6          “Change in Control” means the occurrence of any of the following events:  (i) any person (as defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as
used in Sections 13(d) and 14(d) thereof), excluding the Company, any
“Subsidiary,” any employee benefit plan sponsored or maintained by the Company,
or any Subsidiary (including any trustee of any such plan acting in his
capacity as trustee), becomes the beneficial owner (as defined in Rule 13(d)-3
under the Exchange Act) of shares of the Company having at least thirty percent
(30%) of the total number of votes that may be cast for the election of
directors of the Company; provided, that no Change in Control will be deemed to
have occurred as a result of an increase in ownership percentage in excess of
thirty percent (30%) resulting solely from an acquisition of securities by the
Company unless and until such person acquires additional shares of the Company;
(ii) there is a merger or other business combination of the Company or a
sale of all or substantially all of the Company’s assets or combination of the
foregoing transactions, (a “Transaction”), other than a Transaction involving
only the Company and one or more of its Subsidiaries, or a Transaction
immediately following which the shareholders of the Company immediately prior
to the Transaction continue to have a majority of the voting power in the
resulting entity in approximately the same proportion as they had in the
Company immediately prior to the Transaction; or (iii) during any period
of twelve (12) consecutive months beginning on or after the date hereof, the
persons who were directors of the Company immediately before the beginning of
such period (the “Incumbent Directors”) shall cease (for any reason other than
death) to constitute at least a majority of the Board or the board of directors
of any successor to the Company, provided that, any director who was not a
director as of the date hereof shall be deemed to be an Incumbent Director if
such director was elected to the Board by, or on the recommendation of or with
the approval of, at least a majority of the directors who then qualified as
Incumbent Directors either actually or by prior operation of the foregoing
unless such election, recommendation or approval occurs as a result of an
actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act or any successor
provision) or other actual or threatened solicitation of proxies or contests by
or on behalf of a person other than a member of the Board.  Only one (1) Change in Control may occur
under the Plan.


 


1.7          “COBRA” shall mean the
Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.


 


1.8          “Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


1.9          “Code
Section 409A” shall mean Section 409A of the Code together with the
treasury regulations and other official guidance promulgated thereunder.


 


1.10        “Committee” shall mean an
administrative committee appointed by the Board to administer the Plan.


 


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1.11        “Disability” shall mean the
inability due to physical or mental illness or injury to carry out job
responsibilities which would qualify the Eligible Employee for benefits under
the Company’s long-term disability plan without regard to any waiting period
thereunder.


 


1.12        Eligible
Employee” shall mean an Employee who on the earlier of the date of
his or her Termination of Employment with the Employer or the date of a
consummation of a Change in Control is classified in the Employer’s records as
a Level 21, 22 or 23 employee.


 


1.13        “Employee” shall mean any active,
regular, full-time or part-time employee of the Employer other than an employee
whose terms and conditions of employment are covered by a collective bargaining
agreement that does not provide for participation in the Plan.  Notwithstanding the preceding sentence, “Employee”
does not include any temporary employees or any employee who works on a per diem basis.  “Employee” also does not include any
individual (i) designated by the Employer as an independent contractor and
not as an employee at the time of any determination, (ii) being paid by or
through a third party agency, or (iii) who is a leased employee (as
defined in Code Section 414(n)); any such individual shall not be an
Eligible Employee even if he or she is later retroactively reclassified as a
common-law or other type of employee of the Employer during all or any part of
such period pursuant to applicable law or otherwise.


 


1.14        “Enhanced Severance Benefit” shall mean an amount
equal to the sum of (i) the Participant’s Annual Salary, plus (ii) the
Participant’s Bonus.


 


1.15        “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.


 


1.16        “Good
Reason” shall mean with regard to any Participant, the occurrence
of any of the following events on or following a Change in Control without the
Participant’s express written consent, provided the Participant gives notice to
the Employer of his or her intent to resign for Good Reason within ninety (90)
days of the occurrence of the Good Reason event and such Good Reason event is
not corrected by the Employer in all material respects within thirty (30) days
following receipt of the Participant’s written notification: (i) a
reduction in the Participant’s Annual Salary (which includes shift
differentials) by more than 10%; (ii) a relocation of the Participant’s
principal business location to an area outside of a fifty (50) mile radius of
the Participant’s then current principal business location; or (iii) a
material reduction in the Participant’s duties. 
A Termination of Employment for Good Reason shall mean a termination by
a Participant effected by written notice given to the Employer within 150 days
following the initial date on which the event Participant claims constitutes
Good Reason occurred and which Good Reason event has not been cured during the
period set forth above.


 


1.17        “Individual Severance Agreement” shall mean an
approved, executed, written agreement between the Employer and an Eligible
Employee that has not expired or been replaced prior to the termination of the
Eligible Employee’s employment and that provides for specific severance for the
Eligible Employee in connection with a Termination of Employment by the
Employer without Cause.


 


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1.18        “Individual Change in Control Severance
Agreement” shall mean an approved, executed, written agreement
between the Employer and an Eligible Employee entered into prior to a Change in
Control that has not expired or been replaced prior to the termination of the
employee’s employment and that provides for specific severance for the employee
in connection with a Termination of Employment due to a termination by the
Employer without Cause or the Eligible Employee’s resignation for Good Reason
at any time within two (2) years after the Change in Control.


 


1.19        “Participant” shall mean an
Eligible Employee who is entitled to a Severance Benefit or Enhanced Severance
Benefit under the Plan and who is not excluded from being a Participant
pursuant to the penultimate sentence of the Introduction to the Plan.


 


1.20        “Plan” shall mean the
Overseas Shipholding Group, Inc. Enhanced Severance Plan for Employees
Level 21-23, effective as of January 1, 2009, as amended from time to
time.


 


1.21        “Plan
Administrator” shall mean the Committee on behalf of the Company.


 


1.22        “Retirement” shall mean a
Termination of Employment by an Eligible Employee at his or her election on or
after the Eligible Employee’s attainment of age sixty-five (65).


 


1.23        “Severance
Benefit” shall mean an amount equal to three times the Participant’s
Weekly Salary for every Year of Continuous Service.  Notwithstanding the foregoing, the Severance
Benefit for any Participant shall not be less than 26 times the Participant’s
Weekly Salary and shall not be greater than 78 times the Participant’s Weekly
Salary.


 


1.24        “Severance
Period” shall mean the period beginning on date of Termination of
Employment and ending on the date the final installment of Severance Benefit
payments is made to a Participant.


 


1.25        “Termination
of Employment” shall mean an Eligible Employee’s termination of
employment (i) by the Employer for Cause or without Cause, (ii) by
the Eligible Employee for any reason, or (iii) due to the Eligible
Employee’s death, Disability or Retirement. 
An Eligible Employee on an approved leave of absence shall not be deemed
to have incurred a Termination of Employment. 
Notwithstanding anything in the Plan to the contrary, a Termination of
Employment shall not include a termination of an Eligible Employee’s employment
under any of the following circumstances: (a) the Eligible Employee is
offered, but refuses, employment with his or her current Employer or another
Employer, in a position that provides the Eligible Employee with base pay that
is at least 85% of base pay which he or she was receiving from his or her
Employer on the date of such offer and that is substantially comparable in all
other respects to his or her position with his or her Employer on the date of
such offer, as determined by the Plan Administrator, in its sole and absolute
discretion; (b) the Eligible Employee works in a business (or the portion
of such business) of an Employer (x) that is transferred in whole or in
part to another corporation or company, whether by transfer of stock or assets,
(y) that is merged or consolidated with another corporation or company or
is part of a similar corporate transaction, or (z) that is outsourced to 


 


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another corporation or company, and the Eligible Employee
is offered employment with the purchaser or surviving business or the
corporation or company to which the business is outsourced (whether or not he
or she accepts any such position with the purchaser, surviving business or
other company) in a position that provides the Eligible Employee with
substantially equivalent base pay and job responsibilities as he or she had
with the Employer immediately prior to such transaction, as determined by the
Plan Administrator, in its sole and absolute discretion; or (c) an
Eligible Employee fails to return to active employment after the cessation of a
Disability or following a termination of a leave of absence.  In addition, an indefinite or temporary
layoff or reduction in force does not constitute a Termination of Employment
unless the layoff or reduction in force becomes permanent.  The determination as to whether a layoff or
reduction in force is permanent shall be made by the Plan Administrator, in its
sole and absolute discretion, and such determination shall be final and binding
on all effected parties.  An Eligible
Employee’s Termination of Employment shall occur on the last day of his or her
employment with his or her Employer.


 


1.26        “Weekly
Salary” shall mean with regard to a Participant, the weekly rate
of pay for services paid by the Employer to the Participant at the time of his
or her Termination of Employment from the Employer, as reflected in the
Employer’s payroll records.  The Weekly
Salary of a Participant whose rate of pay for services paid by the Employer to
the Participant is based on an annual rate shall be equal to 1/52 of such
annual rate at the time of his or her Termination of Employment from the
Employer, as reflected in the Employer’s payroll records.  Weekly Salary shall not include commissions,
bonuses, overtime pay, incentive compensation, benefits paid under any
qualified plan, any group medical, dental or other welfare benefit plan,
non-cash compensation or any other additional compensation but, shall include
any salary reduction contributions to a plan maintained pursuant to Code Section 401(k),
125 or 132(f) and amounts reduced pursuant to a nonqualified elective
deferred compensation arrangement, if any, to the extent that in each such case
the reduction is to base salary.


 


1.27        “Year
of Continuous Service” shall mean the twelve (12) consecutive month period
commencing on a Participant’s most recent date of hire by an Employer and each
twelve (12) consecutive month period thereafter during which a Participant is
employed by an Employer.  Credit shall be
granted hereunder for partial years.  An
Eligible Employee’s direct transfer of employment from one Employer to another
Employer shall not be a break in employment for the purposes of calculating
Years of Continuous Service.


 


ARTICLE II




Benefits


 


2.1          Eligibility
for Severance Benefit.  Subject to Section 2.2,
in the event of an Eligible Employee’s Termination of Employment by the
Employer without Cause, subject to Section 2.6 below, the Eligible
Employee shall be entitled to a Severance Benefit.  An Eligible Employee shall not be entitled to
a Severance Benefit or any additional benefits described in this Article II
if the Eligible Employee’s employment is terminated (i) by the Employer
for Cause, (ii) by the Eligible 


 


6

















 


Employee for any reason, or (iii) on account of the
Eligible Employee’s death, Disability or Retirement.


 


2.2          Eligibility
for Enhanced Severance Benefit.  In the event that a Change in Control occurs
and an Eligible Employee suffers a Termination of Employment due to a
termination by the Employer without Cause or the Eligible Employee’s
resignation for Good Reason at any time within two (2) years after the
Change in Control, the Eligible Employee shall be entitled to an Enhanced
Severance Benefit.  An Eligible Employee
shall not be entitled to an Enhanced Severance Benefit or any additional
benefits described in this Article II if the Eligible Employee’s
employment is terminated (i) by the Employer for Cause, (ii) by the
Eligible Employee other than for Good Reason, or (iii) on account of the
Eligible Employee’s death, Disability or Retirement.


 


2.3          Form and
Amount of Benefits.  Subject to Sections
2.6 and 7.14(b) and (c):


 


(a)           Severance
Benefits shall be payable in installments in accordance with the Employer’s
normal payroll practices (but off employee payroll) until the Severance Benefit
has been paid,


 


(b)           Enhanced
Severance Benefits shall be payable in a single lump sum payment on the
sixtieth (60th) day following the
date of the Participant’s Termination of Employment.


 


2.4          Additional
Benefits.  Subject to Sections
2.6 and 7.14(b) and (c), a Participant entitled to receive a Severance
Benefit or an Enhanced Severance Benefit shall also be entitled to receive
additional benefits as provided below:


 


(a)           The Employer shall
pay to the Participant in a lump sum within ten (10) business days
following his or her Termination of Employment an amount representing accrued
but unused vacation time as of the date of Termination of Employment.


 


(b)           The Employer shall
pay to the Participant his or her Bonus for the year in which the Participant
suffers a Termination of Employment, if any, pro rated based on the portion of
the year that the Participant was employed, paid in the year following the year
in which the date of his or her Termination of Employment occurs (the “Pro Rata Bonus”).


 


(c)           Subject to the
Participant’s entitlement to, and timely election of, COBRA coverage and the
Participant’s continued co-payment of any premiums which shall not exceed the
percentage level of the co-payment made by similarly situated employees
immediately prior to the Participant’s Termination of Employment, the Employer
shall continue to provide any health benefits and coverage for the Participant
and his or her eligible dependents under any Employer health insurance plans
which cover the Participant until the earlier of the date on which the
Participant is no longer eligible for COBRA coverage and (i) if the
Participant is entitled to a Severance Benefit, the last day of the month
during which the Participant’s Severance Period ends, or (ii) if the
Participant is entitled to an Enhanced Severance Benefit, the longer of the
period the Participant would have been entitled to receive such coverage under (i) and
twelve 


 


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(12) months following the Participant’s Termination of Employment (the
applicable period under (i) or (ii) shall be referred to in the Plan
as the “Coverage Period”).  Notwithstanding the foregoing, in the event
such coverage would result in the Participant being taxed on such health
benefits, then in lieu of the foregoing, if the Participant timely elects COBRA
coverage then, subject to Section 7.14(b), during the Coverage Period the
Employer shall reimburse the Participant for the amount that any such monthly
COBRA premium exceeds the active employee rate (as determined based on the
premium rate in effect for the Participant on the Participant’s date of
Termination of Employment), which reimbursement payment shall be payable on the
first payroll date of each the month during the Coverage Period, such payment
to include a tax gross-up payment to the extent the amount taxable to the
Participant is greater than the amount that would have been taxable to the
Participant if the Participant was an employee and participated in the
applicable health plans.  Further,
notwithstanding the foregoing, the Employer’s obligation to continue to provide
the benefits hereunder shall in any event cease upon the Participant’s
employment with any employer following his or her Termination of Employment if
the Participant is eligible for health benefits under a plan of such new
employer.  Any period of continuation
coverage hereunder shall be counted toward the period during which the Employer
shall offer COBRA continuation health coverage to the Participant and his or
her eligible dependents in accordance with applicable law.  The benefit provided under this Section 2.4(c) shall
be referred to in the Plan as (the “Health
Continuation Benefit”).


 


2.5          No
Duty to Mitigate.  No Participant
entitled to receive a Severance Benefit hereunder shall be required to seek
other employment or to attempt in any way to reduce any amounts payable to him
or her pursuant to the Plan.  Further,
except as provided in Section 2.4(c) above, the amount of the
Severance Benefit payable hereunder shall not be reduced by any compensation
earned by the Participant as a result of employment by another employer or
otherwise.


 


2.6          Optional
Participation; Release.  Participation in
the Plan is voluntary.  No Eligible
Employee is required to accept any benefits whatsoever under the Plan.  In exchange for the Severance Benefit or the
Enhanced Severance Benefit, the Pro Rata Bonus and the Health Continuation
Benefit, the Eligible Employee will be required to sign an Agreement and
Release substantially in the form attached hereto as Appendix B (with such
changes as may be made by the Plan Administrator from time to time to comply
with applicable law or as the Plan Administrator may otherwise deem desirable)
(the “Agreement and
Release”).  The Employer
will provide an Eligible Employee with a copy of the Agreement and Release
within seven (7) days following the date of his or her Termination of
Employment.  The Eligible Employee will
be free to choose whether to participate by signing the Agreement and Release,
but no Severance Benefit, Enhanced Severance Benefit or Pro Rata Bonus will be
paid to the Eligible Employee and the Eligible Employee will not be entitled to
the Health Continuation Benefit if he or she does not provide the Employer with
a fully effective copy of the Agreement and Release within sixty (60) days
following the date of his or her Termination of Employment.


 


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2.7          Code
Section 280G.


 


(a)           Notwithstanding anything in the Plan to the contrary, in
the event that a Participant shall become entitled to payments and/or benefits
provided by the Plan or any other amounts in the “nature of compensation”
(whether pursuant to the terms of the Plan or any other plan, arrangement or
agreement with the Company or the Employer, any person whose actions result in
a change of ownership or effective control covered by Section 280G(b)(2) of
the Code or any person affiliated with the Company or such person) as a result
of a Change in Control (collectively the “Company
Payments”), and if such Company Payments will be subject to the tax
(the “Excise Tax”) imposed by Section 4999
of the Code (and any similar tax that may hereafter be imposed by any taxing
authority), then the Company Payments, in the aggregate, shall be reduced to an
amount that is one dollar ($1) less than the greatest amount that could be paid
to the Participant such that the receipt of the Company Payments would not give
rise to any Excise Tax (the “Reduced Amount”).  If the Reduced Amount is to be effective, the
Company Payments shall be reduced in the following order:  (i) any cash severance based on a
multiple of Annual Salary or Bonus, (ii) any other cash amounts payable to
the Participant, (iii) any benefits valued as “parachute payments,” (iv) acceleration
of vesting of any stock option or similar awards for which the exercise price
exceeds the then fair market value, and (v) acceleration of vesting of any
equity not covered by clause (iv) above. 
In the event that the Internal Revenue Service or court ultimately makes
a determination that the “excess parachute payments” plus the “base amount” is
an amount other than as determined initially, an appropriate reduction shall be
made with regard to the Reduced Amount to reflect the final determination and
the resulting impact on whether this clause (a) applies.


 


(b)           For purposes of determining whether
any of the Company Payments will be subject to the Excise Tax and the amount of
such Excise Tax, (i) the Company Payments shall be treated as “parachute
payments” within the meaning of Section 280G(b)(2) of the Code, and
all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of
the Code) shall be treated as subject to the Excise Tax, unless and except to
the extent that, in the opinion of the Company’s independent certified public
accountants appointed prior to any change in ownership (as defined under Code Section 280G(b)(2))
or tax counsel selected by such accountants (the “Accountants”) such Company Payments (in whole or in part)
either do not constitute “parachute payments,” including giving effect to the
recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1
Q/A33, represent reasonable compensation for services actually rendered within
the meaning of Section 280G(b)(4) of the Code in excess of the “base
amount” or are otherwise not subject to the Excise Tax, and (ii) the value
of any non-cash benefits or any deferred payment or benefit shall be determined
by the Accountants in accordance with the principles of Section 280G of
the Code.  All determinations hereunder
shall be made by the Accountants which shall provide detailed supporting
calculations both to the Company and the Participant at such time as it is
requested by the Company or the Participant. 
The determination of the Accountants, subject to the adjustments provided below, shall be final and
binding upon the Company and the Participant.


 


(c)           The Company shall be responsible for
all charges of the Accountants.


 


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(d)           The Company and the Participant shall
promptly deliver to each other copies of any written communications, and
summaries of any verbal communications, with any taxing authority regarding the
Excise Tax.


 


(e)           The provisions of this Section 2.7
shall survive the Participant’s Termination of Employment for any reason.


 


ARTICLE III




Funding


 


3.1          Funding.  The Plan shall be “unfunded” for the purposes
of ERISA and the Code and any Severance Benefits shall be paid out of the general
assets of the Employer as and when a Severance Benefits is payable under the
Plan.  All Participants shall be solely
unsecured general creditors of the Employer. 
If the Employer decides in its sole discretion to establish any advance
accrued reserve on its books against the future expense of benefits payable
hereunder, or if the Employer decides in its sole discretion to fund a trust
under the Plan, such reserve or trust shall not under any circumstances be
deemed to be an asset of the Plan.


 


ARTICLE IV




Administration
of the Plan


 


4.1          Plan
Administrator.  The general
administration of the Plan on behalf of the Employers (as plan administrator
under Section 3(16)(A) of ERISA) shall be placed with the Committee.


 


4.2          Reimbursement
of Expenses of Plan Committee.  The Company may, in its sole discretion, pay
or reimburse the members of the Committee for all reasonable expenses incurred
in connection with their duties hereunder.


 


4.3          Action
by the Plan Committee.  Decisions of the
Committee shall be made by a majority of its members attending a meeting at
which a quorum is present (which meeting may be held telephonically), or by
written action in accordance with applicable law.  Subject to the terms of the Plan and provided
that the Committee acts in good faith, the Committee shall have complete
authority to determine a Participant’s participation and benefits under the
Plan, to interpret and construe, in its sole discretion, the provisions of the
Plan, and to make decisions in all disputes involving the rights of any person
interested in the Plan.


 


4.4          Delegation
of Authority.  Subject to the
limitations of applicable law, the Committee may delegate any and all of its
powers and responsibilities hereunder to other persons by formal resolution
filed with and accepted by the Board. 
Any such delegation shall not be effective


 


10

















 


until it is accepted by the Board and the persons
designated and may be rescinded at any time by written notice from the
Committee to the person to whom the delegation is made.


 


4.5          Retention
of Professional Assistance.  The Committee may employ such legal counsel,
accountants and other persons as may be required in carrying out its work in
connection with the Plan.


 


4.6          Accounts
and Records.  The Committee shall
maintain such accounts and records regarding the fiscal and other transactions
of the Plan and such other data as may be required to carry out its functions
under the Plan and to comply with all applicable laws.  The records of the Employer with respect to
employment history, monthly salary, employee benefits, and all other relevant
matters shall be conclusive for all purposes of the Plan.


 


4.7          Compliance
with Applicable Law.  The Company shall
be deemed the Plan Administrator for the purposes of any applicable law and
shall be responsible for the preparation and filing of any required returns,
reports, statements or other filings with appropriate governmental
agencies.  The Company shall also be
responsible for the preparation and delivery of information to persons entitled
to such information under any applicable law.


 


4.8          Indemnification.  The Company shall indemnify, to the full
extent permitted by law and its Certificate of Incorporation and By-laws (but
only to the extent not directly covered by insurance) its officers and
directors, (and any employee involved in carrying out the functions of the
Company under the Plan), each member of the Committee, and any person
designated pursuant to Section 4.4 above, against any expenses, including
amounts paid in settlement of a liability, which are reasonably incurred in
connection with any legal action to which such person is a party by reason of
his or her duties or responsibilities with respect to the Plan, except with
regard to matters as to which he or she shall be adjudged in such action to be
liable for willful misconduct or fraud in the performance of his or her duties.


 


ARTICLE V


 


Amendment and Termination


 


5.1          Amendment
and Termination.  The Company
reserves the right to amend or terminate, in whole or in part, any or all of
the provisions of the Plan by action of the Board (or a duly authorized
committee thereof) at any time and for any reason, including, without
limitation, the right to amend the provisions of the Plan at any time solely to
comply with the requirements of Code Section 409A and to avoid the
imposition of an excise tax under Code Section 409A on any payment to be
made hereunder (a “409A
Amendment”); provided, that (i) once a Participant becomes
entitled to receive a Severance Benefit or Enhanced Severance Benefit
hereunder, the Plan may not be amended to reduce such benefits, and (ii) other
than for a 409A Amendment, the Company shall not amend or terminate the Plan at
any time after (A) the occurrence of a Change in Control or (B) the
date the Company enters into a definitive agreement which, if consummated,
would result in a


 


11














 


Change in Control, unless the potential Change in Control
is abandoned (as publicly announced by the Company), in either case until
twenty-four (24) months after the occurrence of a Change in Control, provided
that all Severance Benefits and Enhanced Severance Benefits that are in pay
status under the Plan shall continue to be paid in accordance with the terms
and conditions of the Plan.


 


ARTICLE VI




Successors


 


6.1          Successors.  For purposes of the Plan, the Company shall
include any and all successors and assignees, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all the
business or assets of the Company and such successors and assignees shall
perform the Company’s obligations under the Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession
or assignment had taken place.  In the
event the surviving corporation in any transaction to which the Company is a party
is a subsidiary of another corporation, then the ultimate parent corporation of
such surviving corporation shall cause the surviving corporation to perform the
Plan in the same manner and to the same extent that the Company would be
required to perform if no such succession or assignment had taken place.  In such event, the term “Company,” as used in
the Plan, shall mean the Company, as hereinbefore defined and any successor or
assignee (including the ultimate parent corporation) to the business or assets
which by reason hereof becomes bound by the terms and provisions of the Plan.


 


ARTICLE VII


 


Miscellaneous


 


7.1          Payment
Not Salary.  Any Severance
Benefits payable under the Plan shall not be deemed salary or other
compensation to the Participant for the purposes of computing benefits to which
he or she may be entitled under any pension plan or other arrangement of the
Employer maintained for the benefit of its employees, unless such plan or
arrangement provides otherwise.


 


7.2          No
Additional Rights Created.  Neither the establishment of the Plan, nor
any modification thereof, nor the payment of any benefits hereunder, shall be
construed as giving to any Participant, Eligible Employee or other person any
legal or equitable right against the Company, the Employers, or any member of
the Committee, fiduciary or employee or agent of the Company or the Employers;
and in no event shall the terms and conditions of employment by the Employer of
any employee be modified or in any way affected by the Plan.


 


7.3          Headings.  The headings of the Plan are inserted for
convenience of reference only and shall have no effect upon the meaning of the
provisions hereof.


 


7.4          Use
of Words.  Whenever used in
this instrument, a singular word shall be deemed to include the singular and
plural, in all cases where the context so requires.


 


12

















 


7.5          ERISA
Provisions (Including Claims Procedures).  The Plan is intended to be an “employee
welfare benefit plan” within the meaning of Section 3(1) of
ERISA.  Important administrative
provisions of (and information about) the Plan and important information about
an Eligible Employee’s rights under the Plan and applicable law are contained
in Appendix A.  The Plan document,
including Appendix A, shall constitute both the plan document and summary plan
description and shall be distributed to Eligible Employees in this form.


 


7.6          Controlling
Law.  To the extent
legally required, the Code and ERISA shall govern the Plan and, if any
provision hereof is in violation of any applicable requirement thereof, the
Company reserves the right to retroactively amend the Plan to comply
therewith.  To the extent not governed by
the Code and ERISA, the Plan shall be governed by the laws of the State of New
York, without reference to rules relating to conflicts of law.


 


7.7          Withholding.  The Employer shall have the right to make
such provisions as it deems necessary or appropriate to satisfy any obligations
it reasonably believes it may have to withhold federal, state or local income
or other taxes incurred by reason of payments pursuant to the Plan.  In lieu thereof, the Employer shall have the
right to withhold the amounts of such taxes from any other sums due or to
become due from the Employer to the Participant upon such terms and conditions
as the Committee may prescribe.


 


7.8          Severability.  Should any provision of the Plan be deemed or
held to be unlawful or invalid for any reason, such fact shall not adversely
affect the other provisions of the Plan unless such determination shall render
impossible or impracticable the functioning of the Plan, and in such case, an
appropriate provision or provisions shall be adopted so that the Plan may
continue to function properly.


 


7.9          Incompetency.  In the event that the Committee finds that a
Participant is unable to care for his or her affairs because of illness or
accident, then benefits payable hereunder, unless claim has been made therefor
by a duly appointed guardian, committee, or other legal representative, may be
paid in such manner as the Committee shall determine, and the application
thereof shall be a complete discharge of all liability for any payments or
benefits to which such Participant was or would have been otherwise entitled
under the Plan.


 


7.10        Payments
to a Minor.  Any payments to a
minor from the Plan may be paid by the Committee in its sole and absolute
discretion (a) directly to such minor; (b) to the legal or natural
guardian of such minor; or (c) to any other person, whether or not
appointed guardian of the minor, who shall have the care and custody of such
minor.  The receipt by such individual
shall be a complete discharge of all liability under the Plan therefor.


 


7.11        At
will Employment.  The Plan is not an
agreement of employment and it shall not confer any additional employment
rights on the Eligible Employees. 
Employment with the Employer is at will and the Employer may terminate
the employment of any Eligible Employee at any time for any reason or for no
reason, with or without Cause or advance notice.  The Employer also maintains the right to
change the terms and conditions of an Eligible Employee’s employment, 


 


13

















 


including, without limitation, demotion, discipline,
promotion, compensation, benefits, duties, and location of performance, at any
time with or without Cause and/or without notice.


 


7.12        Assignment
and Alienation.  The benefits
payable to a Participant under the Plan shall not be subject to alienation,
transfer, assignment, garnishment, execution or levy of any kind, that is due
to the actions or omissions of the Participant and any attempt to cause any
benefits to be so subjected shall not be recognized.


 


7.13        Non-Exclusivity.  The adoption of the Plan by the Company shall
not be construed as creating any limitations on the power of the Company to
adopt such other supplemental retirement income arrangements as it deems
desirable, and such arrangements may be either generally applicable or limited
in application.


 


7.14        Code
Section 409A.


 


(a)           Although the
Employers makes no guarantee with respect to the tax treatment of payments
hereunder and shall not be responsible in any event with regard to
non-compliance with Code Section 409A, the Plan is intended to either
comply with, or be exempt from, the requirements of Code Section 409A.  To the extent that the Plan is not exempt
from the requirements of Code Section 409A, the Plan is intended to comply
with the requirements of Code Section 409A and shall be limited, construed
and interpreted in accordance with such intent. 
In no event whatsoever shall the Employers be liable for any additional
tax, interest or penalty that may be imposed on an Eligible Employee or a
Participant by Code Section 409A or any damages for failing to comply with
Code Section 409A.


 


(b)           A termination of employment
shall not be deemed to have occurred for purposes of any provision of the Plan
providing for the payment of any amounts or benefits that are subject to Code Section 409A
upon or following a termination of employment unless such termination is also a
“separation from service” within the meaning of Code Section 409A and, for
purposes of any such provision of this Plan, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.”  If a Participant is deemed on the date of his
or her Termination of Employment to be a “specified employee”, within the
meaning of that term under Code Section 409A(a)(2)(B) and using the
identification methodology selected by the Employer from time to time, or if
none, the default methodology, then with regard to any payment or the providing
of any benefit that constitutes “non-qualified deferred compensation” pursuant
to Code Section 409A such payment or benefit shall not be made or provided
prior to the expiration of the period commencing on the date the Participant
incurs a Separation from Service from the Employer until the earlier of (a) the
six (6) month anniversary of the date of such Separation from Service and (a) the
date of the Participant’s death (the “Delay
Period”).  All payments
delayed pursuant to this Section 7.14(b) (whether they would have
otherwise been payable in a single lump sum or in installments in the absence
of such delay) shall be paid to the Participant in a single lump sum on the
first Employer payroll date on or following the first day following the
expiration of the Delay Period, and any remaining payments and benefits due
under the Plan shall be paid or provided in accordance with the normal payment
dates specified for them herein.


 


14

















 


(c)           With regard to any
installment payments provided for in the Plan, each installment thereof shall
be deemed a separate payment for purposes of Code Section 409A.


 


(d)           Whenever a payment
under the Plan specifies a payment period with reference to a number of days,
the actual date of payment within the specified period shall be within the sole
discretion of the Company.


 


(e)           Any gross-up payment
due to a Participant under the Plan shall be paid to the Participant no later
than the end of the calendar year following the year in which he or she paid
the applicable tax.


 


[Signature page follows]


 


15

















 


 


IN WITNESS WHEREOF, the Plan has been adopted
effective as of January 1, 2009, and Overseas Shipholding Group, Inc.
has caused this instrument to be signed by its officer or representative duly
authorized on this 30th day of December, 2008.


 


	
   

  	
   

  	
   

  
	
   

  	
  OVERSEAS
  SHIPHOLDING GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Morten Arntzen

  
	
   

  	
  Name:

  	
  Morten Arntzen

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
						



 


16














 


APPENDIX A


 


PROVISIONS RELATING TO ERISA


 


A.            Claims
Procedure


 


1.             Any claim by an Eligible Employee or his or her
beneficiary (“Claimant”) with
respect to eligibility, participation, contributions, benefits or other aspects
of the operation of the Plan shall be made in writing to a person designated by
the Committee from time to time for such purpose.  If the designated person receiving a claim
believes that the claim should be denied, he or she shall notify the Claimant
in writing of the denial of the claim within ninety (90) days after his or her
receipt thereof.  This period may be
extended an additional ninety (90) days in special circumstances and, in such
event, the Claimant shall be notified in writing of the extension, the special
circumstances requiring the extension of time and the date by which the
Committee’s designee expects to make a determination with respect to the
claim.  If the extension is required due
to the Claimant’s failure to submit information necessary to decide the claim,
the period for making the determination will be tolled from the date on which
the extension notice is sent until the date on which the Claimant responds to
the Plan’s request for information.


 


2.             If a claim is denied in whole or in part, or any adverse
benefit determination is made with respect to the claim, the Claimant will be
provided with a written notice setting forth (a) the specific reason or
reasons for the denial making reference to the pertinent provisions of the Plan
or of Plan documents on which the denial is based, (b) a description of
any additional material or information necessary to perfect or evaluate the
claim, and explain why such material or information, if any, is necessary, and (c) inform
the Claimant of his or her right, pursuant to Paragraph A(1) of this
Exhibit, to request review of the decision. 
The notice shall also provide an explanation of the Plan’s claims review
procedure and the time limits applicable to such procedure, as well as a
statement of the Claimant’s right to bring a civil action under Section 502(a) of
ERISA following an adverse benefit determination on review.  If a Claimant is not notified (of the denial
or an extension) within ninety (90) days from the date the Claimant notifies
the Committee’s designee, the Claimant may request a review of the application
as if the claim had been denied.


 


3.             A Claimant may appeal the denial of a claim by
submitting a written request for review to the Committee, within sixty (60)
days after written notification of denial is received.  Such period may be extended by the Committee
for good cause shown.  The claim will
then be reviewed by the Committee.  In
connection with this appeal, the Claimant (or his or her duly authorized
representative) may (a) be provided, upon written request and free of
charge, with reasonable access to (and copies of) all documents, records, and
other information relevant to the claim; and (b) submit to the Committee
written comments, documents, records, and other


 


A-1

















 


information related to the
claim.  If the Committee deems it
appropriate, it may hold a hearing as to a claim.  If a hearing is held, the Claimant shall be
entitled to be represented by counsel.


 


4.             The review by the Committee will take into account all
comments, documents, records, and other information the Claimant submits
relating to the claim.  The Committee
will make a final written decision on a claim review, in most cases within
sixty (60) days after receipt of a request for a review.  In some cases, the claim may take more time
to review, and an additional processing period of up to sixty (60) days may be
required.  If that happens, the Claimant
will receive a written notice of that fact, which will also indicate the
special circumstances requiring the extension of time and the date by which the
Committee expects to make a determination with respect to the claim.  If the extension is required due to the
Claimant’s failure to submit information necessary to decide the claim, the
period for making the determination will be tolled from the date on which the
extension notice is sent to the Claimant until the date on which the Claimant
responds to the Plan’s request for information.


 


5.             The Committee decision on the claim for review will be
communicated to the Claimant in writing. 
If an adverse benefit determination is made with respect to the claim,
the notice will include (a) the specific reason(s) for any adverse
benefit determination, with references to the specific Plan provisions on which
the determination is based; (b) a statement that the Claimant is entitled
to receive, upon request and free of charge, reasonable access to (and copies
of) all documents, records and other information relevant to the claim; and (c) a
statement of the Claimant’s right to bring a civil action under Section 502(a) of
ERISA.  A Claimant may not start a
lawsuit to obtain benefits until after he or she has requested a review and a
final decision has been reached on review, or until the appropriate time frame
described above has elapsed since the Claimant filed a request for review and
you have not received a final decision or notice that an extension will be
necessary to reach a final decision.  The
law also permits the Claimant to pursue his or her remedies under section 502(a) of
ERISA without exhausting these appeal procedures if the Plan has failed to
follow them.


 


B.            Plan
Interpretation and Benefit Determination


 


1.             The Committee (or, where applicable, any duly authorized
delegee of the Committee) shall have the exclusive right, power, and authority,
in its sole and absolute discretion, to administer, apply and interpret the
Plan and any other documents, and to decide all factual and legal matters
arising in connection with the operation or administration of the Plan.


 


2.             Without limiting the generality of the foregoing
paragraph, the Committee (or, where applicable, any duly authorized delegee of
the Committee) shall have the sole and absolute discretionary authority to:


 


(a)           take all actions and make all
decisions (including factual decisions) with respect to the eligibility for,
and the amount of, benefits payable under the Plan;


 


A-2

















 


(b)           formulate, interpret and apply rules,
regulations and policies necessary to administer the Plan;


 


(c)           decide questions, including legal or
factual questions, relating to the calculation and payment of benefits, and all
other determinations made, under the Plan;


 


(d)           resolve and/or clarify any factual or
other ambiguities, inconsistencies and omissions arising under the Plan or
other Plan documents; and


 


(e)           process, and approve or deny, benefit
claims and rule on any benefit exclusions.


 


All
determinations made by the Committee (or, where applicable, any duly authorized
delegee of the Committee) with respect to any matter arising under the Plan
shall be final and binding on the Company, Eligible Employee, Participant,
beneficiary, and all other parties affected thereby.


 


C.            Statement of Participants Rights
Under ERISA.


 


As a participant in the Plan you are entitled to certain
rights and protections under the Employee Retirement Income Security Act of
1974, as amended (“ERISA”).  ERISA
provides that all Plan participants shall be entitled to:


 


1.             Receive Information About Your Plan and Benefits


 


(a)           Examine, without charge, at the Plan Administrator’s
office and at other specified locations, such as worksites, all documents
governing the Plan.


 


(b)           Obtain, upon written request to the Plan Administrator,
copies of documents governing the operation of the Plan.  The Plan Administrator may make a reasonable
charge for the copies.


 


2.             Prudent Actions by Plan
Fiduciaries.  In addition to creating
rights for Plan participants, ERISA imposes duties upon the people who are
responsible for the operation of the employee benefit plan.  The people who operate your Plan, called “fiduciaries”
of the Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and beneficiaries. 
No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
welfare benefit or exercising your rights under ERISA.


 


3.             Enforce Your Rights


 


(a)           If your claim for a welfare benefit is denied or ignored,
in whole or in part, you have a right to know why this was done, to obtain
copies of documents relating to the decision without charge, and to appeal any
denial, all within certain time schedules.


 


A-3

















 


(b)           Under ERISA, there are steps you can take to enforce the
above rights. For instance, if you request a copy of Plan documents or the
latest annual report from the Plan and do not receive them within 30 days, you
may file suit in a Federal court.  In
such a case, the court may require the Plan Administrator to provide materials
and pay you up to $110 a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control of the Plan
Administrator.  If you have a claim for
benefits which is denied or ignored, in whole or in part, after you have
exhausted the Plan’s claim and review procedures described above, you may file
suit in a state or Federal court.  If you
are discriminated against for asserting your rights, you may seek assistance
from the U.S. Department of Labor, or you may file suit in a Federal
court.  The court will decide who should
pay court costs and legal fees.  If you
are successful the court may order the person you have sued to pay these costs
and fees.  If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.


 


4.             Assistance
with Your Questions.


 


If
you have any questions about your Plan, you should contact the Plan
Administrator.  If you have any questions
about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Plan Administrator, you should
contact the nearest office of the Employee Benefits Security Administration,
U.S. Department of Labor, listed in your telephone directory or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.  20210. 
You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the
Employee Benefits and Security Administration.


 


D.            Plan Document.  This document (i.e., the Plan
and the Appendices) shall constitute both the plan document and summary plan description
and shall be distributed to Eligible Employees in this form.


 


E.             Other
Important Facts.


 


	
  OFFICIAL NAME OF THE PLAN:

  	
  Overseas Shipholding
  Group, Inc. Enhanced Severance Plan for Employees Level 21-23

  
	
   

  	
   

  
	
  SPONSOR:

  	
  Overseas Shipholding
  Group, Inc.

  
	
   

  	
  666 Third Avenue, 6th Floor

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  (212) 953-4100

  
	
   

  	
   

  
	
  EMPLOYER IDENTIFICATION

  	
  13-2637623

  
	
  NUMBER (EIN):

  	
   

  
	
   

  	
   

  
	
  PLAN NUMBER:

  	
  507

  



 


A-4

















 


	
  TYPE OF PLAN:

  	
  Employee Welfare Severance
  Benefit Plan

  
	
   

  	
   

  
	
  END OF PLAN YEAR:

  	
  December 31

  
	
   

  	
   

  
	
  TYPE OF ADMINISTRATION:

  	
  Employer Administered

  
	
   

  	
   

  
	
  PLAN ADMINISTRATOR:

  	
  The Committee, as
  designated by the Board of Directors of the Company

  
	
   

  	
  Overseas Shipholding
  Group, Inc.

  
	
   

  	
  666 Third Avenue, 6th Floor

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  (212) 953-4100

  
	
   

  	
   

  
	
  EFFECTIVE DATE:

  	
  January 1, 2009

  



 


The Plan Administrator keeps
records of the Plan and is responsible for the administration of the Plan.  The Plan Administrator will also answer any
questions an Eligible Employee or Participant may have about the Plan.


 


Service of legal process may be made upon the Plan
Administrator.


 


No individual may, in any
case, become entitled to additional benefits or other rights under the Plan
after the Plan is terminated.  Under no
circumstances, will any benefit under the Plan ever vest or become
nonforfeitable


 


A-5

















 


APPENDIX B


 


AGREEMENT AND RELEASE


 


[Employer] (“Employer”) and [name] (“Employee”), who resides at [address] agree to the terms and conditions
set forth below:


 


1.             (a)           In
exchange for the general release in paragraph 3 below and other promises
contained herein, and in accordance with the terms of the Overseas Shipholding
Group, Inc. Enhanced Severance Plan for Employees Level 21-23 (“Severance
Plan”), which Employee hereby acknowledges receiving:


 


(i)            [IF EMPLOYEE IS RECEIVING A
SEVERANCE BENEFIT:  Employee will receive
severance in the total gross amount of $[amount].  Such severance will be payable in
installments at the rate of $[amount]
in accordance with the Employer’s regularly scheduled payroll dates commencing
on the first regular payroll date after the Effective Date of this Agreement
and Release.  Severance payments will be
subject to all applicable payroll withholding deductions.


 


[IF EMPLOYEE IS RECEIVING AN ENHANCED SEVERANCE
BENEFIT:  Employee will receive severance
in the total gross amount of $[amount].  Such severance will be paid on
                            ,
subject to all applicable payroll withholding deductions.


 


(ii)           The Employer shall pay to the
Employee $[amount](1), paid in
20[    ](2).


 


(iii)          Subject to the Employee’s entitlement
to, and timely election of, COBRA coverage and the Employee’s continued
co-payment of any premiums which shall not exceed the percentage level of the
co-payment made by similarly situated employees immediately prior to the
Employee’s date of termination, the Employer shall continue to provide any
health benefits and coverage for the Employee and the Employee’s eligible
dependents under any Employer health insurance plans which cover the Employee
until the earlier of the date on which the Employee is no longer eligible for
COBRA coverage and
                          (3) (the
“Coverage 


 






(1) 
Enter an amount equal to the Employee’s bonus for year of termination pro rated
based on the portion of the year that the Employee was employed.


 


(2) 
Enter the year following the year in which the date Employees termination of
employment occurs.


 


(3) If
the Employee is receiving a Severance Benefit, then enter the last day of the
month during which the Employee’s will receive the Severance Period (as defined
in the Severance Plan) ends, or (ii) if the Participant is receiving an
Enhanced Severance Benefit, then enter the later of the date from (i) or
the last day of the 12th month following the Participant’s Termination of
Employment.


 

















 


Period”).  Notwithstanding the foregoing, in the event
such coverage would result in the Employee being taxed on such health benefits,
then in lieu of the foregoing, if the Employee timely elects COBRA coverage
then, subject to Section 7.14(b) of the Severance Plan, during the
Coverage Period the Employer shall reimburse the Employee for the amount that
any such monthly COBRA premium exceeds the active employee rate (as determined
based on the premium rate in effect for the Employee on [his/her] date of termination), which
reimbursement payment shall be payable on the first payroll date of each the
month during the Coverage Period, such payment to include a tax gross-up
payment to the extent the amount taxable to the Employee is greater than the
amount that would have been taxable to the Employee if the Employee was an
employee and participated in the applicable health plans.  Further, notwithstanding the foregoing, in
any event the Employer’s obligation to continue to provide benefits hereunder
shall cease upon the Employee’s employment with any employer if the Employee is
eligible for health benefits under a plan of such new employer.  The period of continuation coverage hereunder
shall be counted toward the period during which the Employer shall offer COBRA
continuation health coverage to the Employee and the Employee’s eligible
dependents in accordance with applicable law.


 


2.             Employee hereby agrees and acknowledges that the
payments and the benefits provided in paragraph 1 exceed any payment, benefit
or other thing of value to which Employee might otherwise be entitled under any
policy, plan or procedure of Employer or its parent or affiliates or pursuant
to any prior agreement or contract with Employer or its parent or affiliates.


 


3.             (a)           In
exchange for the consideration provided for by paragraph 1 and other valuable
consideration, Employee, for [himself/herself]
and for [his/her]
heirs, executors, administrators and assigns (referred to collectively as “Releasors”),
forever releases and discharges [Overseas Shipholding Group, Inc. (“Parent”),]
Employer and any and all of [Parent’s and] Company’s parent companies,
partners, subsidiaries, affiliates, successors and assigns and any and all of
any of such parties past and/or present officers, directors, partners, agents,
employees, representatives, counsel, employee benefit plans and their
fiduciaries and administrators, successors and assigns (referred to collectively
as the “Releasees”), from any and all claims, demands, causes of action, fees
and liabilities of any kind whatsoever, whether known or unknown, which
Releasors ever had, now have or may have against Releasees by reason of any
actual or alleged act, omission, transaction, practice, conduct, occurrence or
other matter up to and including the date Employee signs this Agreement and
Release.


 


(b)           Without limiting the generality of the foregoing, this
Agreement and Release is intended to and shall release Releasees from any and
all claims, whether known or unknown, that Releasors ever had, now have or may
have against Releasees arising out of Employee’s employment with Employer or
any of the Releasees, the terms and conditions of such 


 


B-2

















 


employment and/or the
termination of such employment, including but not limited to: (i) any
claim under the Age Discrimination in Employment Act, as amended; (ii) any
claim under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
(iii) any claim under Title VII of the Civil Rights Act of 1964, as
amended; (iv) any claim under the Americans with Disabilities Act, as
amended; (v) any claim under the Workers’ Adjustment and Retraining
Notification Act; (vi) any claim under the Family and Medical Leave Act; (vii) any
claim under the New York State and City Human Rights Laws, the New York Equal
Pay Law, and the New York State Constitution; (viii) any claim under the
Florida Civil Rights Act of 1992 f/k/a Human Rights Act of 1977, the Florida
Whistle-Blower Law (Fla. Stat. § 448.101 et seq.), the Florida Public Whistle
Blower Law (Fla. Stat. § 112.3187), retaliation claims under the Workers’
Compensation Law (Fla. Stat. § 440.205), the Florida Equal Pay Act, or waivable
rights under the Florida Constitution; (ix) any other claim of
discrimination, harassment or retaliation in employment (whether based on
federal, state or local law, statutory or decisional) relating to or arising
out of Employee’s employment, the terms and conditions of such employment, the
separation of such employment, and/or any of the events relating directly or
indirectly to or surrounding the separation of that employment, including, but
not limited to, breach of contract (express or implied), wrongful discharge,
detrimental reliance, defamation, emotional distress or compensatory or
punitive damages; (x) any claim sounding in tort or contract (express or
implied); and (xi) any claim for attorneys’ fees, costs, disbursements
and/or the like.  By virtue of the
foregoing, Employee agrees that [he/she]
has waived any damages and other relief available to [him/her] (including, without limitation, money damages,
equitable relief and reinstatement) under the claims waived in this paragraph
3.  Notwithstanding anything herein to
the contrary, the sole matters to which this Agreement of Release does not
apply are: (i) claims arising after the date Employee signs this Agreement
and Release; (ii) claims for accrued, vested benefits under any employee benefit
plan of [Parent or] Employer (or of [Parent’s or] Employer’s parent companies
or affiliates) in accordance with the terms of such plans and applicable law;
or (iii) claims for any amounts due to Employee pursuant to Section 2.7
of the Severance.  In addition,
notwithstanding any other provision of this Agreement and Release, this
Agreement and Release is not intended to interfere with Employee’s right to
file a charge with the Equal Employment Opportunity Commission (“EEOC”)
in connection with any claim Employee believes [he/she] may have against any Releasee.  However, by executing this Agreement and
Release, Employee hereby waives the right to recover in any proceeding Employee
may bring before the EEOC or any state human rights commission or in any
proceeding brought by the EEOC or any state human rights commission on Employee’s
behalf.


 


4.             Employee represents that [he/she] has returned (or will return) to Employer all
property belonging to Employer, including but not limited to keys, card access
to buildings and office floors, and business information and documents.


 


5.             If any provision of this Agreement and Release is held
to be illegal, void, or unenforceable, such provision shall be of no force or
effect.  However, the illegality or
unenforceability of such provision shall have no effect upon, and shall not
impair the enforceability of, any other provision of this Agreement and
Release.  Further, to the extent any 


 


B-3

















 


provision of this Agreement
and Release is deemed to be overbroad or unenforceable as written, such
provision shall be given the maximum effect permissible under law.  Without limiting the foregoing, if the
release set forth in paragraph 3 is held to be illegal, void, or unenforceable,
Employee hereby agrees that [he/she]
shall promptly upon Employer’s request execute a release that is legal, valid
and enforceable.


 


6.             This Agreement and Release represents the entire
understanding between the parties hereto with respect to the subject matter
hereof, and may not be changed or modified except by a written agreement signed
by both of the parties hereto after the Effective Date of this Agreement and
Release.  In the event of any conflict
between any of the provisions of this Agreement and Release and the provisions
of the Severance Plan, the terms of the Severance Plan shall govern.


 


7.             Except as preempted by ERISA, this Agreement and Release
shall be construed and enforced in accordance with the laws of the State of New
York without regard to conflict of law rules.


 


8.             This Agreement and Release is binding upon, and shall
inure to the benefit of, the parties and their respective heirs, executors,
administrators, successors and assigns.


 


9.             Employee acknowledges that [he/she]: (a) has carefully read this Agreement and
Release in its entirety; (b) has had an opportunity to consider the terms
of this Agreement and Release for at least [applicable
period required by law to be determined by Employer at termination: [twenty-one
(21)]  [[insert only if employee is over 40: 
and the disclosure information attached hereto as Exhibit I
(which is provided pursuant to the Older Workers Benefit Protection Act)] forty-five (45)] days; (c) is hereby advised by Employer in writing to
consult with an attorney of [his/her]
choice in connection with this Agreement and Release; (d) fully
understands the significance of all of the terms and conditions of this
Agreement and Release and has discussed them with an attorney of [his/her] choice, or has had a reasonable opportunity
to do so; and (e) is signing this Agreement and Release voluntarily and of
[his/her] own free will and agrees
to abide by all the terms and conditions contained herein.


 


10.           Employee may accept this Agreement and Release by signing
it before a notary public and delivering it to [INSERT NAME AND ADDRESS OF CONTACT] on or before the [twenty-first (21st)]  [forty-fifth
(45th)] day after [he/she] receives this Agreement and Release.  Notwithstanding the foregoing, Employee may
not sign this Agreement and Release before [his/her]
last day of employment and this Agreement and Release will not be accepted or
effective if signed before Employee’s termination date.  After signing this Agreement and Release,
Employee shall have seven (7) days (the “Revocation Period”) to revoke [his/her] decision by indicating [his/her] desire to do so in writing
delivered to [INSERT NAME] at the
above address by no later than the last day of the Revocation Period.  If the last day of the Revocation Period
falls on a Saturday, Sunday or holiday, the last day of the Revocation Period 


 


B-4

















 


will be deemed to be the
next business day.  Provided Employee
does not revoke this Agreement and Release during the Revocation Period, the Effective
Date of this Agreement and Release shall be the day after the last day of the
Revocation Period (the “Effective Date”).


 


[Signature page to follow]


 


B-5

















 


I
have read the Agreement and Release [and the information attached as Exhibit I]
and hereby accept the benefits provided under the Agreement of Release, subject
to the terms and conditions set forth in the Agreement and Release.


 


	
  Print
  Name:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  Employee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Employee

  	
   

  	
   

  	
   

  



 


	
  STATE
  OF NEW YORK

  	
  )
  ss

  
	
  COUNTY
  OF

  	
  )

  



 


On
this           day of               
, 200    before me personally came [name] to me known and known to me to be the person described
in and who executed the Agreement of Release, and [he/she] duly acknowledged to me that [he/she] executed the same.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


[EMPLOYER]


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  [INSERT NAME]

  	
   

  
	
   

  	
  [INSERT TITLE]

  	
   

  



 


B-6