Exhibit 10(iii)(j)


 


AMENDED AND RESTATED


CHANGE OF CONTROL


PROTECTION AGREEMENT


 


This Amended and Restated Change of Control Protection Agreement (this “Agreement”)
is made and entered into as of December 31, 2008, (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 Lois Zabrocky (the “Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the Company believes that the establishment and maintenance of
a sound and vital management of the Company and its affiliates is essential to
the protection and enhancement of the interests of the Company and its
stockholders;


 


WHEREAS, the Company also recognizes that the possibility of a Change
of Control (as defined in Section 1(iii) hereof), with the attendant
uncertainties and risks, might result in the departure or distraction of key
employees of the Company to the detriment of the Company;


 


WHEREAS, the Company has determined that it is appropriate to take
steps to induce key employees to remain with the Company, and to reinforce and
encourage their continued attention and dedication, when faced with the
possibility of a Change of Control;


 


WHEREAS, the Company and the Executive are parties to that certain
Change of Control Protection Agreement, dated as of January 1, 2006 (the “Prior
Agreement”); and


 


WHEREAS, the Prior
Agreement will expire by its terms on December 31, 2008 unless further
extended by the Company and the Executive and the parties desire to extend the
term of Prior Agreement and to amend and restate the Prior Agreement effective
as of the Effective Date on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:


 


1.             Definitions.  The foregoing terms shall have
the following meaning:


 


(i)              “Anticipatory Termination” means a
termination of the Executive’s employment without Cause or for Good Reason that
occurs after a tender offer is announced for the Company or after material
discussions have occurred with a possible acquirer with regard to a
Transaction, provided, that such offer or discussions have not terminated.


 


(ii)             “Cause” shall mean: (A) the
Executive’s willful misconduct involving the Company or its assets, business or
employees or in the performance of her duties which is materially injurious to
the Company (in a manner which would effect the Company


 

















 


economically or as to its reputation); (B) the Executive’s
indictment for, or conviction of , or pleading guilty or nolo contendre to, a
felony (provided that for this purpose, a felony shall cover any action or
inaction that is a felony or crime under federal, state or local law in the
United States (collectively, “U.S. law”) and any action or inaction
which takes place outside of the United States, if it would be a felony under
U.S. law); (C) the Executive’s continued and substantial failure to
attempt in good faith to perform her duties with the Company (other than
failure resulting from her incapacity due to physical or mental illness or
injury), which failure has continued for a period of at least ten (10) days
after written notice thereof from the Company; (D) the Executive’s breach
of any material provisions of any agreement with the Company, which breach, if
curable, is not cured within ten (10) days after written notice thereof
from the Company; or (E) the Executive’s failure to attempt in good faith
to promptly follow a written direction of the Board of Directors of the Company
(the “Board”) or a more senior officer, provided that the failure shall
not be considered “Cause” if the Executive, in good faith, believes that such
direction, or implementation thereof, is illegal and she promptly so notifies
the Chairman of the Board in writing.  No
act or failure to act by the Executive shall be deemed to be “willful” if she
believed in good faith that such action or non-action was in or not opposed to,
the best interests of the Company.


 


(iii)            A “Change of Control” shall mean 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 her
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 of 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
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 of Control may occur
under this Agreement.


 


2

















 


(iv)            “Disability” shall mean the
Executive’s failure to have performed her material duties and responsibilities
as a result of physical or mental illness or injury for more than one hundred
eighty (180) days during a three hundred sixty-five (365) day period.


 


(v)             “Good Reason” shall mean a
termination of employment by the Executive effected by a written notice given
within ninety (90) days after the occurrence of the Good Reason event.  For purposes of this Agreement, “Good Reason”
shall mean the occurrence of any of the following events without the Executive’s
express written consent which event is not cured within ten (10) days
after written notice thereof from the Executive to the Company: (A) any
material diminution in the Executive’s position, duties, responsibilities,
title or authority, or the assignment to the Executive of duties and
responsibilities materially inconsistent with her position, except in
connection with the Executive’s termination for Cause or as a result of death,
or temporarily as a result of the Executive’s incapacity or other absence for
an extended period; (B) a reduction in the Executive’s annual base salary;
(C) a relocation of the Executive’s principal business location to an area
outside of a fifty (50) mile radius of both the Executive’s current principal
business location and the Executive’s principal residence; or (D) any
breach of Section 13 of this Agreement.


 


(vi)            A termination “without Cause” shall
mean a termination of the Executive’s employment by the Company other than for
a termination for Cause or due to Disability.


 


2.             Term.  This
Agreement shall commence on the Effective Date and shall expire on the earliest
of:  (i) December 31, 2011 (the
“Expiration Date”), subject to the right of the Board and the Executive
to extend the Expiration Date, provided that, if a Change of Control takes
place prior to the Expiration Date, the duration of this Agreement under this
subpart (i) shall be a period of two (2) years after the date of the
consummation of a Change of Control whether such two (2) year period ends
before or after the Expiration Date; (ii) the date of the death of the
Executive or retirement or other termination of the Executive’s employment
(voluntarily or involuntarily) with the Company prior to a Change of Control
other than as a result of a termination by the Company without Cause or by the
Executive for Good Reason that is an Anticipatory Termination; or (iii) ninety
(90) days after an Anticipatory Termination by the Company without Cause or by
the Executive with Good Reason if a Change of Control does not occur on or
prior to such date.  Notwithstanding
anything in this Agreement to the contrary, if the Company becomes obligated to
make any payment to the Executive pursuant to the terms hereof at or prior to
the expiration of this Agreement, then this Agreement shall remain in effect
for such and related purposes (including but not limited to under Section 5
hereof) until all of the Company’s obligations hereunder are fulfilled.  Further, provided that a Change of Control
has taken place prior to the termination of this Agreement, the provisions of
Sections 10 and 12 hereof shall survive and remain in effect notwithstanding
the termination of this Agreement, the termination of the Executive’s
employment or any breach or repudiation or alleged breach or repudiation by the
Company or the Executive of this Agreement or any one or more of its terms.


 


3.             Termination
Following Change of Control.  If, and only if, (i) a Change of Control
occurs and the Executive’s employment with the Company is terminated by the
Company without Cause or by the Executive for Good Reason at any time within
two (2) years after the Change of Control or (ii) there was an
Anticipatory Termination and the Change of


 


3

















 


Control has taken place within ninety (90)
days thereafter, the Executive shall be entitled to the amounts and benefits
provided in Section 4 upon such termination.  In the event of an Anticipatory Termination
within ninety (90) days prior to a Change in Control, if any equity grants which
were granted prior to the Change of Control would vest on a Change of Control
after the Anticipatory Termination, any such equity grants that otherwise would
be forfeited (after application of any other accelerated vesting provision)
shall not be forfeited pending a determination of whether or not a Change of
Control occurs within ninety (90) days thereafter (the “Determination Period”),
but during the Determination Period no unvested option shall vest or be
exercisable, no other unvested equity grant shall vest and no dividends shall
be payable unless and until the Change of Control takes place during the
Determination Period.  If a Change of
Control occurs during the Determination Period, and the option exercise period
would otherwise have expired, then the exercise period for any equity grants
which otherwise would have expired during the Determination Period shall
automatically be deemed to have been extended to the date which is thirty (30)
days following the first date after such Change of Control in which shares of
the Company could be traded by the Executive on the applicable market under the
Company’s trading window policies but, with regard to any outstanding options
on the Effective Date, not beyond the earlier of the latest date that the
option could have expired by its original terms under any circumstance or the
tenth (10th)
anniversary of the original date of grant of the option.


 


4.             Compensation
on Change of Control Termination.  If, pursuant to Section 3, the Executive
is entitled to amounts and benefits under this Section 4, the Executive
shall receive the following payments and benefits from the Company:


 


(a)  (i) Subject
to submission of appropriate documentation, any incurred but unreimbursed
business expenses for the period prior to the Executive’s termination payable
in accordance with the Company’s policies and practices; (ii) any base
salary, bonus (other than any annual bonus), vacation pay or other compensation
accrued or earned under law or in accordance with the Company’s policies
applicable to the Executive but not yet paid, payable in accordance with the
Company’s normal policies and practices for such compensation; and (iii) any
other amounts or vested benefits due under the then applicable employee benefit
(including, without limitation, any non-qualified pension plan or arrangement),
equity or incentive plans of the Company then in effect, applicable to the
Executive as shall be determined and paid in accordance with such plans;


 


(b)  Subject to Sections 4(h), 8 and 21(b) hereof,
a lump sum amount (without regard to any interest which may have accrued
thereon) paid on the 60th day after the Executive’s Date of Termination
equal to two (2) times the Executive’s annual base salary rate in effect
immediately prior to her termination (or if such termination is by the
Executive pursuant to Section 1(v)(B), Executive’s annual base salary rate
in effect immediately prior to such reduction of the rate of her annual base
salary) (the “Severance Base Salary Rate”);


 


(c)  Subject to Sections 8 and 21(b) hereof, a lump sum
amount (without regard to any interest which may have accrued thereon) paid on
the 100th day after the Executive’s Date of Termination
equal to the sum of:


 


4

















 


(i)  two (2) times the sum of the
Executive’s highest target annual incentive compensation in effect within one
hundred eighty (180) days prior to, or at any time after, the Change of
Control; provided, that if no target annual incentive compensation is in
effect during such period, then for the purpose of this Section 4(c)(i),
the Executive’s target incentive compensation shall be deemed to be 50% of the
Executive’s Severance Base Salary Rate; plus


 


(ii)  an amount equal to twenty-four
(24) months of additional employer contributions that would have been made for
the Executive under any qualified or nonqualified defined contribution pension
plan or arrangement of the Company applicable to the Executive as in effect on
the Executive’s Date of Termination (as defined below), measured from the
Executive’s Date of Termination and not contributed to the extent that the
Executive would otherwise be entitled to such contributions during such period
if the Executive’s employment had not been terminated and she had contributed
at the maximum permitted salary reduction level during such period.


 


(d)  Subject to Sections 4(h) and 8 hereof, a pro rata annual
bonus for the year in which Executive is terminated based on actual results for
such year and pro rated based on the portion of the year the Executive was
employed, paid to the Executive in the calendar year following the completed
fiscal year of the Company for which such bonus was earned when other executive’s
of the Company receive their bonuses for such fiscal year.


 


(e)  Subject to Sections 4(h) and 8 hereof, any earned but
unpaid annual bonus for a previously completed fiscal year of the Company, paid
to the Executive in the calendar year following the completed fiscal year of
the Company for which such bonus was earned when other executive’s of the
Company receive their bonuses for such fiscal year


 


(f)  Subject to Sections 4(h) and 8 hereof, (i) if
benefits under the Company health plans in which the Executive participated
immediately prior to the termination of the Executive’s employment, or
materially equivalent plans maintained by the Company in replacement thereof
(the “Health Plans”) will not be taxable to the Executive, than
continued coverage at the Company’s expense (other than as set forth below)
under the Health Plans, or (ii) if benefits under the Health Plans will be
taxable to the Executive, reimbursement for the Executive’s premiums for
continued coverage under the Health Plans in the amount that the cost of such
coverage exceeds the active employee rate under the Health Plans (as determined
based on the premium rate in effect for the Executive on the Executive’s Date
of Termination and excluding, for purposes of calculating cost, an employee’s
ability to pay premiums with pre-tax dollars), in either case for the Executive
and the Executive’s dependents until the earliest of (x) twenty-four (24)
months following the Executive’s Date of Termination and (y) the Executive’s
commencement of other substantially full-time employment (such period, the “Coverage
Period”).  Notwithstanding the
foregoing, in the case of (i), the Executive shall pay the same premium amount
for such coverage as the Executive would pay if an active employee under the
Health Plans (as determined based on the premium rate in effect for the Executive
on the Executive’s Date of Termination and excluding, for purposes of
calculating cost, an employee’s ability to pay premiums with pre-tax dollars)
and the Company portion of the premium for any such coverage shall be paid on a
monthly basis.  In the case of (ii), any
such reimbursement payment shall be payable on the first Company payroll date
for the applicable month for which


 


5

















 


such premium amount is paid, such payment to include a tax gross-up
payment to the extent the amount taxable to the Executive is greater than the
amount that would have been taxable to the Executive if the Executive was an
employee and participated in the Health Plans. 
The Coverage Period shall run concurrently with the applicable
continuation coverage for the Executive and the Executive’s dependents pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1985.


 


(g)           All
of the Executive’s then unvested equity awards which were granted prior to a
Change of Control shall automatically vest and all restrictions thereon shall
lapse.


 


(h)           Notwithstanding
anything herein to the contrary, in the event that the Executive is entitled to
the benefits under this Section 4 as a result of an Anticipatory
Termination that occurred within 90 days prior to a Change in Control and if as
a result of the termination of the Executive’s employment the Executive was
entitled to receive the payments and benefits provided under the Overseas
Shipholding Group, Inc. Severance Protection Plan (the “Severance Plan”),
then the Executive shall continue to be entitled to receive such payments and
benefits under and in accordance with the terms and conditions of the Severance
Plan and (i) the Executive shall not be entitled to receive the amounts
under Sections 4(b), 4(d) and 4(e); (ii) the benefits or payments
under Section 4(f) shall commence in the first month following the
expiration of any health plan or health care reimbursement coverage provided to
the Executive pursuant to the Severance Plan following a termination of the
Executive’s employment and the term “Coverage Period” shall mean a period of
six (6) months from the date that benefits or payments under Section 4(f) commence
in accordance with this Section 4(h)(ii); and (iii) all other
payments and benefits set forth in this Section 4 shall be provided to the
Executive as set forth herein.


 


(i)  Except as set forth in Section 4(h), in the event that
the Executive is entitled to receive the payments and benefits set forth in
this Section 4, then the Executive shall not be eligible to participate in
any other severance, termination, change in control or similar plan, policy or
practice of the Company.


 


5.             Excise
Tax.


 


(a)          In the event that the
Executive shall become entitled to payments and/or benefits provided by this
Agreement or any other amounts in the “nature of compensation” (whether
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with the Company, any person whose actions result in a change of
ownership or effective control covered by Section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended (“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), the Company shall pay to the Executive at the time specified in Section 5(e) hereof
an  additional amount (the “Gross-Up
Payment”) such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Company Payments and any U.S. federal,


 


6

















 


state, and local income or payroll tax upon
the Gross-Up Payment provided for by this Section 5(a), but before
deduction for any U.S. federal, state, and local income or payroll tax on the
Company Payments, shall be equal to the Company Payments.


 


(b)         Notwithstanding the
foregoing provisions of Section 5(a) to the contrary, if it shall be
determined that the Executive is entitled to a Gross-Up Payment, but the
Company Payments do not exceed 110% of the greatest amount (the “Reduced
Amount”) that could be paid to the Executive such that the receipt of the
Company Payments would not give rise to any Excise Tax, then no Gross-Up
Payment shall be made to the Executive and the Company Payments, in the
aggregate, shall be reduced to an amount that is one dollar ($1) less than the
Reduced Amount; provided, however, that the reduction shall occur only if the
reduced Company Payments received by the Executive (after taking into account
further reductions for applicable federal, state and local income, social
security and other taxes) would be greater than the unreduced Company Payments
to be received by the Executive minus (i) the Excise Tax payable with
respect to such Company Payments and (ii) all applicable federal, state
and local income, social security and other taxes on such Company Payments.  If the Reduced Amount is to be effective, the
Company Payments shall be reduced in the following order:  (A) any cash severance based on a
multiple of annual base salary or bonus, (B) any other cash amounts
payable to the Executive, (C) any benefits valued as “parachute payments,”
(D) acceleration of vesting of any stock option or similar awards for
which the exercise price exceeds the then fair market value, and (E) acceleration
of vesting of any equity not covered by clause (D) 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 adjustment shall be made with regard to the Gross-Up
Payment or Reduced Amount, as applicable, to reflect the final determination
and the resulting impact on whether this Section 5(b) applies.


 


(c)          For purposes of
determining whether any of the Company Payments will be subject to the Excise
Tax and the amount of such Excise Tax, (x) 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 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 Section 280G(b)(2) of the
Code) 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 (y) 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 Executive at such time as it is requested by the Company or the
Executive.  The determination of the
Accountants, subject to the adjustments
provided below, shall be final and binding upon the Company and the Executive.


 


(d)         For purposes of
determining the amount of the Gross-Up Payment, the Executive’s marginal
blended actual rates of federal, state and local income taxation in the


 


7

















 


calendar year in which the change in
ownership or effective control that subjects the Executive to the Excise Tax
occurs shall be used.  In the event that
the Excise Tax is subsequently determined by the Accountants to be less than
the amount taken into account hereunder at the time the Gross-Up Payment is
made, the Executive shall repay to the Company, at the time that the amount of
such reduction in Excise Tax is finally determined, the portion of the prior
Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and
local income tax imposed on the portion of the Gross-Up Payment being repaid by
the Executive if such repayment results in a reduction in Excise Tax or a U.S.
federal, state and local income tax deduction), plus interest on the amount of
such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code.  Notwithstanding the foregoing, in
the event that any portion of the Gross-Up Payment to be refunded to the
Company has been paid to any U.S. federal, state and local tax authority,
repayment thereof (and related amounts) shall not be required until actual
refund or credit of such portion has been made to the Executive, and interest
payable to the Company shall not exceed the interest received or credited to
the Executive by such tax authority for the period it held such portion.  The Executive and the Company shall mutually
agree upon the course of action to be pursued (and the method of allocating the
expense thereof) if the Executive’s claim for refund or credit is denied.  In the event that the Excise Tax is later
determined by the Accountants or the Internal Revenue Service (or other taxing
authority) to exceed the amount taken into account hereunder at the time the
Gross-Up Payment is made (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest or penalties payable with respect to such excess) promptly
after the amount of such excess is finally determined.


 


(e)          The Gross-Up Payment or
portion thereof provided for in Section 5(d) above shall be paid not
later than the sixtieth (60th) day following an event occurring which subjects
the Executive to the Excise Tax; provided, however, that if the
amount of such Gross-Up Payment or portion thereof cannot be finally determined
on or before such day, the Company shall pay to the Executive on such day an
estimate, as determined in good faith by the Accountants, of the minimum amount
of such payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code),
subject to further payments pursuant to Section 5(d) above, as soon
as the amount thereof can reasonably be determined, but in no event later than
the ninetieth (90th) day after the occurrence of the event subjecting the
Executive to the Excise Tax.  Subject to
Sections 5(d) and 5(i), in the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been due, such
excess shall constitute a loan by the Company to the Executive, payable on the
fifth (5th) day after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code).


 


(f)          In the event of any
controversy with the Internal Revenue Service (or other taxing authority) with
regard to the Excise Tax, the Executive shall permit the Company to control
issues related to the Excise Tax (at its expense), provided that such issues do
not potentially materially adversely affect the Executive, but the Executive
shall control any other issues.  In the
event the issues are interrelated, the Executive and the Company shall in good
faith cooperate so as not to jeopardize resolution of either issue, but if the
parties cannot agree the Executive shall make the final determination with
regard to the issues.  In the event of
any conference with any taxing authority as to the Excise Tax or associated
income taxes, the


 


8

















 


Executive shall permit the representative of
the Company to accompany the Executive, and the Executive and the Executive’s
representative shall cooperate with the Company and its representative.


 


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


 


(h)         The Company and the
Executive 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.


 


(i)           Nothing in this Section 5
is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that
any advance or repayment obligation hereunder would do so, such obligation
shall be modified so as to make the advance a nonrefundable payment to the
Executive and the repayment obligation null and void.


 


(j)           The provisions of this Section 5
shall survive the Executive’s Termination of Employment for any reason and any
amount payable under this Section 5 shall be subject to the provisions of Section 21(b).


 


6.             Notice of Termination.  After
a Change of Control, any purported termination of the Executive’s employment
(other than by reason of death) shall be communicated by written Notice of
Termination from one party hereto to the other party hereto in accordance with Section 16.  For purposes of this Agreement, a “Notice
of Termination” shall mean a notice which shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment.  Further,
a Notice of Termination for Cause after a Change of Control is required to
include a copy of a resolution duly adopted by the affirmative vote of not less
than two-thirds (2/3) of the entire membership of the Board at a meeting of the
Board which was called and held for the purpose of considering such termination
and which the Executive had the right to attend and speak finding that, in the
good faith opinion of the Board, the Executive has engaged in conduct set forth
in the definition of Cause herein, and specifying the particulars thereof in
detail.


 


7.             Date of Termination.  The
Executive’s “Date of Termination,” with respect to any purported
termination of the Executive’s employment after a Change of Control, shall mean
the date specified in the Notice of Termination and, in the case of a
termination by the Executive for Good Reason, shall not be less than five (5) days
nor more than sixty (60) days, from the date such Notice of Termination is
given.  In the event a Notice of Termination
is given by the Company, the Executive may treat such notice as having a date
of termination at any date between the date of receipt of such notice and the
date of termination indicated in the Notice of Termination by the Company;
provided, that the Executive must give the Company written notice of the date
of termination if she deems it to have occurred prior to the date of
termination indicated in the Notice of Termination.


 


8.             Acceptance and Release. Any and all amounts payable and benefits or
additional rights provided pursuant to Sections 4(b), (c), (d), (e), (f) and
(g) (collectively, the “Severance Benefits”) shall only be payable
or provided if the Executive executes and delivers to


 


9

















 


the Company an Acceptance Form and
Release in the form attached hereto as Exhibit A (the “Release”)
discharging all claims of the Executive which may have occurred up to the the
Executive’s Date of Termination (with such changes therein as may be necessary
to make it valid and encompassing under applicable law).  The Company shall provide the Executive with
a copy of the Release within seven (7) days following the Executive’s Date
of Termination and the Executive will be required to provide the Company with
an executed copy of the Release that has become effective within sixty (60)
days following the Executive’s Date of Termination.  The Executive
hereby acknowledges that the Executive shall forfeit any right to
receive the Severance Benefits in the event that the requirements of this Section 8
are not timely satisfied.


 


9.             No Duty to Mitigate/Set-off.  Other
than as set forth in Section 4(f), the Company agrees that if the
Executive’s employment with the Company is terminated pursuant to this
Agreement during the term of this Agreement, the Executive shall not be
required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company pursuant to this
Agreement.  Further, the amount of any
payment or benefit provided for in this Agreement shall not be reduced by any
compensation earned by the Executive or benefit provided to the Executive as
the result of employment by another employer or otherwise.  Except as otherwise provided herein and apart
from any disagreement between the Executive and the Company concerning
interpretation of this Agreement or any term or provision hereof, the Company’s
obligations to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any
circumstances, including without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive.  Except as otherwise set forth
in Section 4(h), the amounts due under Section 4 are inclusive, and
in lieu of, any amounts payable under any other salary continuation or cash
severance arrangement of the Company and to the extent paid or provided under
any other such arrangement shall be offset against the amount due hereunder.


 


10.           Confidentiality, Non-Competition,
Non-Solicitation and Cooperation.


 


(a)       During the Executive’s employment with the
Company and thereafter, the Executive agrees not to, directly or indirectly,
for any reason whatsoever, communicate or disclose to any unauthorized person,
firm or corporation, or use for the Executive’s own account, without the prior
written consent of the Board or the Chief Executive Officer of the Company (the
“CEO”), any proprietary processes, trade secrets or other confidential
data or information of the Company and its related and affiliated companies
concerning their businesses or affairs, accounts, products, services or
customers, it being understood, however, that the obligations of this Section 10(a) shall
not apply to the extent that the aforesaid matters (i) are disclosed in
circumstances in which the Executive is legally required to do so, provided
that the Executive gives the Company prompt written notice of receipt of notice
of any legal proceedings so as the Company has the opportunity to obtain a
protective order, or (ii) become known to and available for use by the
public other than by the Executive’s wrongful act or omission.


 


(b)       During the Executive’s employment with the
Company and thereafter, the Executive agrees to fully cooperate with the
Company or its counsel in connection with any matter, investigation, proceeding
or litigation regarding any matter in which the


 


10

















 


Executive was involved during the Executive’s employment with the
Company or to which the Executive has knowledge based on the Executive’s
employment with the Company.


 


(c)       During the Executive’s employment with the
Company and, if the Executive is receiving the amounts and benefits provided
under Section 4, for the one (1) year period following the
termination of the Executive’s employment with the Company, the Executive
agrees not to participate, directly or indirectly, as an individual proprietor,
partner, stockholder, officer, employee, director, joint venturer, investor,
lender, consultant or in any capacity whatsoever (within the United States of
America, or in any country where the Company or its affiliates do business) in
a business in competition with any Material Business (as defined below)
conducted by the Company as of the date of the termination of the Executive’s
employment (“Competitor”), provided, however, that such participation
will not include (i) the mere ownership of not more than one percent (1%)
of the total outstanding stock of a publicly held company, (ii) engaging
in any activity with, or for, a non-competitive division, subsidiary or
affiliate of any Competitor, or (iii) any activity engaged in with the
prior written approval of the Board or the CEO. 
A business shall be deemed to be a “Material Business” of the
Company if it generated more than 5% of the Company’s revenues in the fiscal
year ending immediately prior to termination of the Executive’s employment or
is projected to generate more than 5% of the Company’s revenues in the fiscal
year of termination of the Executive’s employment.


 


(d)       During the Executive’s employment with the
Company and, if the Executive is receiving the amounts and benefits provided
under Section 4, for the one (1) year period following the
termination of the Executive’s employment with the Company, the Executive
agrees that she will not, directly or indirectly, individually or on behalf of
any other person, firm, corporation or other entity, solicit, induce, hire or
retain any employee of the Company (or any person who had been such an employee
in the prior six (6) months) to leave the employ of the Company or to
accept employment or retention as an independent contractor with, or render
services to or with any other person, firm, corporation or other entity
unaffiliated with the Company or take any action to assist or aid any other
person, firm, corporation or other entity in identifying, soliciting, hiring or
retaining any such employee; provided, the Executive may serve as a reference
after the Executive is no longer employed by the Company, but not with regard
to any entity with which the Executive is affiliated or from which the
Executive is receiving compensation and this provision shall not be violated by
general advertising not specifically targeted at employees of the Company.


 


(e)       During the Executive’s employment with the
Company and, if the Executive is receiving the amounts and benefits provided
under Section 4, for the one (1) year period following the
termination of the Executive’s employment with the Company, the Executive will
not solicit or induce any customer of the Company to purchase goods or services
offered by the Company from another person, firm, corporation or other entity
or assist or aid any other persons or entity in identifying or soliciting any
such customer.


 


(f)        Because the Company’s remedies at law for a
breach or threatened breach of any of the provisions of this Section would
be inadequate, the Executive acknowledges and agrees that, in the event of such
a breach or threatened breach, in addition to any remedies at law, the Company
shall be entitled to obtain equitable relief in the form of specific
performance,


 


11














 


a temporary restraining order, a temporary or permanent injunction or
any other equitable remedy which may then be available.


 


(g)       If it is determined by a court of competent
jurisdiction that any restriction in this Section 10 is excessive in
duration or scope or is unreasonable or unenforceable, it is the intention of
the parties that such restriction may be modified or amended by the court to
render it enforceable to the maximum extent permitted.


 


(h)       The obligations contained in this Section 10
shall survive the termination, separation, or expiration of the Executive’s
employment with the Company and shall be fully enforceable thereafter.


 


(i)        Notwithstanding anything herein to the
contrary, if the Executive materially breaches any of the provisions of Section 10
of this Agreement, the Company may cease all paying and providing the Severance
Benefits (other than as required by law).


 


11.           Service with Subsidiaries.  For
purposes of this Agreement, employment by a subsidiary or a parent of the
Company shall be deemed to be employment by the Company and references to the
Company shall include all such entities, except that the payment obligation
hereunder shall be solely that of the Company. 
A Change of Control, however, as used in this Agreement, shall refer
only to a Change of Control of the Company.


 


12.           No Resignation.


 


(a)          In consideration of this
Agreement, the Executive agrees that she will not resign from the Company
without Good Reason for at least one hundred eighty (180) days from the date
hereof, except the foregoing shall not apply after a Change of Control.


 


(b)         The Company shall
continue to cover the Executive, or cause the Executive to be covered, under
any director and officer insurance maintained after the Change of Control for
directors and officers of the Company (whether by the Company or another
entity) at the highest level so maintained for any other past or active
director or officer with regard to any action or omission of the Executive
while an officer or director of the Company. 
Such coverage shall continue for any period during which the Executive
may have any liability for the aforesaid actions or omissions.


 


(c)          Following a Change of
Control, the Company shall, with regard to matters related to Executive’s
period of employment with the Company, indemnify the Executive to the fullest
extent permitted or authorized by the Company’s bylaws against any claims,
suits, judgments, expenses (including reasonable attorney fees), with
advancement of legal fees and disbursements to the fullest extent permitted by
law, arising from, out of, or in connection with the Executive’s services as an
officer or director of the Company, as an officer or director of any affiliate
for which the Executive was required to serve as such by the Company or as a
fiduciary of any benefit plan of the Company or any affiliate.


 


13.           Successors; Binding Agreement.  In
addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of


 


12

















 


the business and/or assets of the Company to
expressly assume and agree in writing to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession had taken place.  This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. 
If the Executive shall die while any amount would still be payable to
the Executive hereunder if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the executors, personal representatives or
administrators of the Executive’s estate. 
This Agreement is personal to the Executive and neither this Agreement
or any rights hereunder may be assigned by the Executive.


 


14.           Miscellaneous.  No provisions of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive
and such officer as may be specifically designated by the Board.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. 
Except as otherwise set forth herein, this Agreement constitutes the
entire Agreement between the parties hereto pertaining to the subject matter
hereof.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement.  All
references to any law shall be deemed also to refer to any successor provisions
to such laws.


 


15.           Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.


 


16.           Notices.  Any notice or other
communication required or permitted hereunder shall be in writing and shall be
delivered personally, or sent by registered mail, postage prepaid.  Any such notice shall be deemed given when so
delivered personally, or, if mailed, five days after the date of deposit in the
United States mails, or as follows:


 


(i)         If to the Company, to:


Overseas Shipholding Group, Inc.


666 Third Avenue


New York, New York 10017


Attention: Chairman


 


(ii)       If to the Executive, to her
shown address on the books of the Company.


 


Any party may by notice given in accordance with this Section to
the other parties, designate another address or person for receipt of notices
hereunder.


 


17.           Separability.  If any provisions of this
Agreement shall be declared to be invalid or unenforceable, in whole or in
part, such invalidity or unenforceability shall not affect the remaining
provisions hereof which shall remain in full force and effect.


 


13

















 


18.           Legal Fees.  In the event the Company does
not make the payments due hereunder on a timely basis (as determined by an
arbitrator) and the matter is arbitrated pursuant to Section 19 below, if
the Executive prevails in such arbitration, the Company shall pay all
reasonable legal fees and other reasonable fees and expenses which the
Executive may incur (on a tax grossed up basis, to the extent such amounts are
taxable to the Executive), paid within 90 days after the arbitration award and
the Executive shall be required to provide the Company with appropriate
documentation of such amounts within 30 days after the arbitration award.  The Company shall pay to the Executive
interest at the prime lending rate (as announced from time to time by Citibank,
N.A.) on all or any part of any amount to be paid to Executive hereunder that
is not paid when due, such amount to be paid within 60 days after the
arbitration award.  The prime rate for
each calendar quarter shall be the prime rate in effect on the first day of the
calendar quarter.


 


19.           Arbitration.  Any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively
by arbitration conducted in the City of New York in the State of New York under
the Commercial Arbitration Rules then prevailing of the American
Arbitration Association and such submission shall request the American
Arbitration Association to:  (i) appoint
an arbitrator experienced and knowledgeable concerning the matter then in
dispute; (ii) require the testimony to be transcribed; (iii) require
the award to be accompanied by findings of fact and the statement for reasons
for the decision; and (iv) request the matter to be handled by and in
accordance with the expedited procedures provided for in the Commercial
Arbitration Rules.  The determination of
the arbitrators, which shall be based upon a de novo interpretation of this Agreement,
shall be final and binding and judgment may be entered on the arbitrators’
award in any court having jurisdiction. 
The Company shall pay all costs of the American Arbitration Association
and the arbitrator.


 


20.           Withholding.  Any payments made or benefits
provided to the Executive under this Agreement shall be reduced by any
applicable withholding taxes or other amounts required to be withheld by law or
contract.


 


21.           Code Section 409A.


 


(a)           Although the Company makes no guarantee with
respect to the tax treatment of payments hereunder, this Agreement is intended
to either comply with, or be exempt from, the requirements of Section 409A
of the Code and the regulations and guidance promulgated thereunder (“Code Section 409A”).  To the extent that this Agreement is not
exempt from the requirements of Code Section 409A, this Agreement is
intended to comply with the requirements of Code Section 409A and shall be
limited, construed and interpreted in accordance with such intent.  If any provision of this Agreement would
cause the Executive to incur any additional tax or interest under Code Section 409A
and modifying it would avoid such additional tax or interest, the Company
shall, upon the Executive’s specific request and after consulting with the Executive,
use its reasonable business efforts to in good faith reform such provision;
provided, that any such modification shall not increase the economic burden to
the Company and shall, to the maximum extent practicable, maintain the original
intent and economic benefit to the Executive of the applicable provision
without violating the provisions of Code Section 409A.


 


14

















 


(b)           A termination of employment shall not be
deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amounts or benefits 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 Agreement, references to a “termination,” “termination
of employment” or like terms shall mean Separation from Service.  If the Executive is deemed on the Executive’s
Date of Termination 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 Company 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,
to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B),
such payment or benefit shall not be made or provided to the Executive prior to
the earlier of (i) the expiration of the six-month period measured from
the date of the Executive’s Separation from Service and (ii) the date of
the Executive’s death.  On the first day
of the seventh month following the date of the Executive’s Separation from
Service or, if earlier, on the date of the Executive’s death, all payments
delayed pursuant to this Section 21(b) (whether they would have
otherwise been payable in a single sum or in installments in the absence of
such delay) shall be paid or reimbursed to the Executive in a lump sum, and any
remaining payments and benefits due to the Executive under this Agreement shall
be paid or provided in accordance with the normal payment dates specified for
them herein.


 


(c)           If under this Agreement, an amount is to be
paid in two or more installments, for purposes of Code Section 409A, each
installment shall be treated as a separate payment.


 


(d)           To the extent any reimbursement of costs and
expenses provided for under this Agreement constitutes taxable income to the
Executive for Federal income tax purposes, such reimbursements shall be made no
later than December 31 of the calendar year next following the calendar
year in which the expenses to be reimbursed are incurred.


 


(e)           With regard to any provision herein that
provides for reimbursement of expenses or in-kind benefits, except as permitted
by Code Section 409A, (i) the right to reimbursement or in-kind
benefits is not subject to liquidation or exchange for another benefit, and (ii) the
amount of expenses eligible for reimbursement, or in-kind benefits, provided
during any taxable year shall not affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year,
provided that the foregoing clause (ii) shall not be violated with regard
to expenses reimbursed under any arrangement covered by Section 105(b) of
the Code solely because such expenses are subject to a limit related to the
period the arrangement is in effect.


 


(f)            Any gross-up payment due to the Executive
under this Agreement shall be paid to the Executive no later than the end of
the calendar year following the year in which the Executive paid the applicable
tax.


 


(g)           Whenever a payment under this Agreement
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.


 


15

















 


22.           Non-Exclusivity of Rights. 
Nothing in this Agreement shall prevent or limit the Executive’s
continuing or future participation in any benefit, bonus, incentive, equity or
other plan or program provided by the Company and for which the Executive may
qualify, nor shall anything herein (except Section 9) limit or otherwise
prejudice such rights as the Executive may have under any other currently
existing plan, agreement as to employment or severance from employment with the
Company or statutory entitlements, provided, that (i) to the extent such
amounts are paid under Section 4 hereof or otherwise, they shall not be
due under any such program, plan, agreement, or statute, and (ii) to the
extent such amounts are paid under any such program, plan, agreement, statute,
or otherwise, they shall not be due under Section 4 hereof.  Amounts that are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of the
Company, at or subsequent to the date of termination shall be payable in
accordance with such plan or program, except as otherwise specifically provided
herein.


 


23.           Not an Agreement of Employment.  This
is not an agreement assuring employment and, subject to any other agreement
between the Executive and the Company, the Company reserves the right to
terminate the Executive’s employment at any time with or without cause, subject
to the payment provisions hereof, if any, that are applicable.  The Executive acknowledges that she is aware
that she shall have no claim against the Company hereunder or for deprivation
of the right to receive the amounts hereunder as a result of any termination
that does not specifically satisfy the requirements hereof or as a result of
any other action taken by the Company.


 


24.           Independent Representation.  The
Executive acknowledges that she has been advised by the Company to have the
Agreement reviewed by independent counsel and has been given the opportunity to
do so.


 


25.           Governing Law.  This Agreement shall be
construed, interpreted, and governed in accordance with the laws of the State
of Delaware without reference to rules relating to conflicts of law.


 


16

















 


IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Executive has hereunto set her hand as of the date first set
forth above.


 


	
   

  	
  OVERSEAS SHIPHOLDING GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Robert E. Johnston

  
	
   

  	
  Name: 

  	
  Robert E. Johnston

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Lois Zabrocky

  
	
   

  	
  Lois Zabrocky

  



 

















 


EXHIBIT A


ACCEPTANCE FORM AND RELEASE


 


Release


 


1.         I agree and acknowledge that the payments and
other benefits provided pursuant to the Amended and Restated Change of Control
Protection Agreement (“Agreement”), dated December 31, 2008: (i) are
in full discharge of any and all liabilities and obligations of the Company to
me, monetarily or with respect to employee benefits or otherwise, including but
not limited to any and all obligations arising under any alleged written or
oral employment agreement, policy, plan or procedure of the Company and/or any
alleged understanding or arrangement between me and the Company; and (ii) exceed
any payment, benefit, or other thing of value to which I might otherwise be
entitled under any policy, plan or procedure of the Company and/or any
agreement between me and the Company.


 


2.             In consideration for the payments and
benefits to be provided to me pursuant to the Agreement, I forever release and
discharge the Company from any and all claims. 
This includes claims that are not specified in this Acceptance Form and
Release (this “Release”), claims of which I am not currently aware, claims
under: (i) the Age Discrimination in Employment Act, as amended; (ii) Title
VII of the Civil Rights Act of 1964, as amended; (iii) the Americans with
Disabilities Act, as amended; (iv) the Employee Retirement Income Security
Act of 1974, as amended (excluding claims for accrued, vested benefits under
any employee benefit pension plan of the Company in accordance with the terms
and conditions of such plan and applicable law); (v) the Workers’
Adjustment and Retraining Notification Act; (vi) the Family and Medical
Leave Act; (vii) any claim under the New York State Human Rights Law and
the New York City Administrative Code; (viii) any other claim (whether
based on federal, state, or local law, statutory or decisional) relating to or
arising out of my 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; and (ix) any claim for attorneys’ fees, costs,
disbursements and/or the like. 
Notwithstanding anything herein to the contrary, the sole matters to
which this Release does not apply are (i) the rights of indemnification
and directors and officers liability insurance coverage to which I was entitled
immediately prior to my termination; (ii) my rights under any
tax-qualified pension plan or claims for accrued vested benefits under any
other employee benefit plan, policy or arrangement maintained by the Company or
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (iii) and
my rights under Sections 5 and 21(b) of the Agreement.  In addition, notwithstanding any other
provision of this Release, this Release is not intended to interfere with my
right to file a charge with the Equal Employment Opportunity Commission (“EEOC”)
in connection with any claim that I believe I may have against the
Company.  However, by executing this
Release, I hereby waive my right to recover in any proceeding that I 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 my behalf.


 


3.             This Release applies to me and to anyone
who succeeds to my rights, such as my heirs, executors, administrators of my
estate, trustees, and assigns.  This
Release is for the benefit 


 


2

















 


of (i) the Company, (ii) any related corporation or entity, (iii) any
director, officer, employee, or agent of the Company or of any such related
corporation or entity, or (iv) any person, corporation or entity who or
that succeeds to the rights of the Company or of any such person, corporation
or entity.


 


4.             I acknowledge that I: (a) have
carefully read in their entirety the Agreement, this Release [and the
information attached as Appendix I provided pursuant to the Older Workers
Benefit Protection Act]; (b) have had an opportunity to consider fully for
at least [twenty-one (21)] [forty-five (45)] days the terms of the Agreement,
this Release [and information attached as Appendix I]; (c) have been
advised by the Company in writing to consult with an attorney of my choosing in
connection with the Agreement, this Release [and the information attached as
Appendix I]; (d) fully understand the significance of all of the terms and
conditions of the Agreement, Release [and the information attached as Appendix
I], and have discussed them with my independent legal counsel, or have had a
reasonable opportunity to do so; (e) have had answered to my satisfaction
any questions I have asked with regard to the meaning and significance of any
of the provisions of the Agreement, this Release [and the information attached
as Appendix I]; and (f) am signing this Release voluntarily and of my own
free will and assent to all the terms and conditions contained herein and
contained in the Agreement and the Release.


 


5.         I understand that I will have [twenty-one
(21)] [forty-five (45)] days from the date of receipt of this Release [and
information attached as Appendix I] to consider the terms and conditions of
those documents. I may accept this Release by signing and returning it to
                              .  After executing this Release and returning it
to
                              ,
I shall have seven (7) days (the “Revocation Period”) to revoke this
Release by indicating my desire to do so in writing delivered by no later than
5:00 p.m. on the seventh (7th) day following the date I sign and return
this Release.  The effective date of this
Release shall be the eighth (8th) day following my signing and return of this
Release.  If the last day of the
Revocation Period falls on a Saturday, Sunday or holiday, the last day of the
Revocation Period will be deemed to be the next business day. In the event I do
not accept this Release, or in the event I revoke this Release during the
Revocation Period, my rights under the Agreement, this Release, including but
not limited to my rights to receive payments and other benefits from the
Company, shall be deemed automatically null and void.


 


3

















 


	
  Print Name: 

  	
  Lois Zabrocky

  	
   

  	
  Date: 

  	
   

  
	
   

  	
  Employee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
  Employee

  	
   

  	
   

  



 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  )  ss:

  
	
  COUNTY OF

  	
  )

  



 


On this        day of
                    
              ,
before me personally came
                        
to be known and known to me to be the person described and who executed the
foregoing Release, and she duly acknowledged to me that she executed the same.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 


4

















 


ACCEPTANCE FORM AND RELEASE


 


Acceptance Form:


 


I have read the Amended and Restated Change of Control Protection
Agreement, dated
                      
(“Agreement”) and the accompanying Release [and the information attached as
Appendix I] and hereby accept the benefits provided under the Agreement,
subject to the terms and conditions set forth in the Agreement and Release.


 


	
  Print Name: 

  	
  Lois Zabrocky

  	
   

  	
  Date: 

  	
   

  
	
   

  	
  Employee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
  Employee

  	
   

  	
   

  



 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  )  ss:

  
	
  COUNTY OF

  	
  )

  



 


On this        day of
                    
              ,
before me personally came
                        
to be known and known to me to be the person described and who executed the
foregoing Release, and she duly acknowledged to me that she executed the same.


 


	
   

  	
   

  
	
  Notary Public