ex10-1.htm


     

    Exhibit 10.1

     

     

     

    
      


       

        
          

        

      

       

      EMPLOYMENT
AGREEMENT

       

        
          

        

      

       

      between

       

      Tankers
Services AS

       

      and

       

      Eirik
Ubøe

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

       

      
 

      
        	 
      TABLE
      OF CONTENTS
	 
	
                1.

              	
                EMPLOYMENT

              	
                3

              
	
                2.

              	
                COMPENSATION

              	
                4

              
	
                3.

              	
                TERMINATION

              	
                5

              
	
                4.

              	
                EXECUTIVE
      COVENANTS

              	
                8

              
	
                5.

              	
                USE OF DATA
      SYSTEMS, E-MAIL AND INTERNET

              	
                11

              
	
                6.

              	
                MISCELLANEOUS

              	
                12

              


      

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
 

      EMPLOYMENT AGREEMENT

       

      This employment
agreement (the “Agreement”) has been made on this 26th of May, 2008, by and
between:

       

      
        	
                1.

              	
                Tankers Services AS, a
      company incorporated under the laws of Norway having its registered office
      at Haakon VII’s gt 1, Oslo, Norway (“Employer”),
      and

              


      

       

      
        	
                2.

              	
                Eirik
      Ubøe, an individual having his address in Jacob
      Neumanns v 42, 1384 Asker, Norway
  (“Executive”).

              


      

       

      WHEREAS

       

      
        	
                A.

              	
                The Employer
      is party to a service agreement dated 31st January 2006 as subsequently
      amended (the “Service
      Agreement”) with its parent company Double Hull Tankers Inc. (the
      “Parent Company”)
      whereby the Employer has agreed to provide services to the Parent
      Company within the areas of financial reporting, management and control as
      well as certain other management and administrative
    services;

              


      

       

      
        	
                B.

              	
                Employer
      desires to employ Executive as its Managing Director with special
      responsibility for providing the Employer’s services to the Parent Company
      within the areas of financial reporting management and
      control;

              


      

       

      
        	
                C.

              	
                Executive is
      willing to serve in the employ of Employer upon the other terms and
      conditions of this Agreement.

              


      

       

      Now, therefore, in
consideration of the foregoing and the respective representations, warranties,
covenants and agreements set forth herein, the parties hereto agree as
follows:

       

      
        	
                1.

              	
                EMPLOYMENT

              


      

       

      
        	
                1.1.

              	
                Effectiveness

              


      

       

      This Agreement
shall become effective when executed.

       

      
        	
                1.2.

              	
                Commencement

              


      

       

      The Executive’s
employment under this Agreement shall commence on 16 June 2008, or such earlier
date as the parties shall agree, and shall remain until terminated by one of the
parties.

       

      
        	
                1.3.

              	
                Position

              


      

       

      The Executive shall
serve as Managing Director of the Employer and oversee the daily administration
and management of the Employer. The Executive shall be responsible for providing
the services to be provided by the Employer to the Parent Company pursuant to
the Service Agreement within the areas of financial reporting, management and
control and shall in this respect assume the role of Chief Financial Officer of
the Parent Company.

       

      The Executive will
be responsible for overseeing the financial activities of the Parent Company
Group including but not limited to budgeting and financial planning, financial
reporting and control, cash flow management and such other responsibilities as
assigned by the CEO of the Parent Company from time to time in accordance with
the terms of the Service Agreement.

       

      The board may
instruct Executive to accept appointments to the Boards of the Employer’s
affiliated companies. Upon termination of employment, Executive shall
simultaneously withdraw from such appointments.

       

       

      
        
          
          

        

        
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                1.4.

              	
                Time
      and Effort

              


      

       

      Executive shall
serve Employer faithfully, loyally, honestly and to the best of Executive’s
ability. Executive shall devote substantially all of Executive’s business time
to the performance of Executive’s duties on behalf of Employer.  Executive
shall be employed full time with working hours as determined by Employer at any
time, Executive is exempt from the ordinary rules concerning working hours in
the Employment Act, cf. the Employment Act section 10-12, and shall work the
amount of time necessary to fulfil the position satisfactory.

       

      Executive shall
not, directly or indirectly, engage in any employment or other activity that, in
the sole discretion of the Board, is competitive with or adverse to the
business, practice or affairs of Employer or any of its affiliates, whether or
not such activity is pursued for profit or other advantage, or would conflict or
interfere with the rendition of Executive’s services or duties, provided that Executive may serve on
civic or charitable boards or committees and serve as a non-employee member of a
board of directors of a corporation as to which the Board has given its consent.
Executive shall resign from or terminate all positions, relationships and
activities that would be inconsistent with the foregoing,

       

      
        	
                1.5.

              	
                Location
      and Travel

              


      

       

      Executive’s place
of work shall be Employer’s offices at Oslo, Norway.

       

      Executive
acknowledges and agrees that his duties and responsibilities to Employer will
require him to travel extensively and worldwide from time to time, including to
the offices of the Parent Company in the Channel Islands.

       

      
        	
                2.

              	
                COMPENSATION

              


      

       

      
        	
                2.1.

              	
                Salary

              


      

       

      As
compensation for all services rendered by Executive to Employer and all its
affiliates in any capacity and for all other obligations of Executive hereunder,
Employer shall as from 16 June 2008 pay Executive a salary ("Salary”) at the annual rate of NOK
1,900,000, inclusive of compensation for overtime. The Salary is payable monthly
to a bank account specified by Executive.

       

      Executive shall not
be entitled to receive, and Employer shall have no obligation to provide any
employee benefits (including health, welfare, disability, pension, retirement or
death benefits), fringe benefits of perquisites, except as otherwise set forth
herein or statutorily required by Norwegian law.

       

      Executive is not
entitled to separate compensation for the board positions performed in
accordance with Clause 1.3 above unless agreed with the Board.

       

      Executive is
entitled to have his salary reviewed annually with the first such review to take
place in January 2010.

       

      
        	
                2.2.

              	
                Equity
      Awards

              


      

       

      The Executive is,
at the discretion of the board of the Parent Company, eligible for equity awards
under the Group Incentive Compensation Plan. The Employee has in this respect
received restricted shares of Parent Company’s common stock as evidenced by
separate award agreements entered into by Executive and Parent
Company.

       

      Cash
Awards

       

      The Executive may
receive a discretionary cash bonus award which is determined annually by the
Board on the recommendation of the Compensation Committee. The annual cash bonus
award will range from 0% to a maximum of 100 % of the annual salary. The target
award shall be 50 % of the annual salary. The target award is subject to the
achievement of the objectives of the agreed business and financial plan, as well
as having performed the scope of the job responsibilities in a highly
satisfactory manner. The Executive shall be eligible for a cash bonus for the
calendar year 2008, irrespective of the fact that he has not been employed under
this Agreement for the full year.

       

       

      
        
          
          

        

        
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                2.3.

              	
                Vacation

              


      

       

      Executive is
entitled to holiday and holiday allowances in accordance with the Act of 29
April 1988 No. 21 relating to holidays and Employer’s rules from time to time in
force.

       

      
        	
                2.4.

              	
                Business
      Expenses

              


      

       

      Employer shall
reimburse Executive for all necessary and reasonable “out-of-pocket” business
expenses incurred by Executive in the performance of Executive’s duties
hereunder, provided that
Executive furnishes to Employer adequate records and other documentary evidence
required to substantiate such expenditures and otherwise complies with any
travel and expense reimbursement policy established by the Board from time to
time.

       

      
        	
                2.5.

              	
                Withholdings/deductions
      from salary etc.

              


      

       

      Employer and its
affiliates may withhold or deduct from any amounts payable under this Agreement
such taxes, fees, contributions and other amounts as may be required to be
withheld or deducted pursuant to any applicable law or regulation.

       

      Deductions from
salary, bonus and holiday allowance may be made only in so far as these are
permitted by section 14-15 (2) of the Employment Act, hereunder in;

       

      
        	
                 
      

              	
                a.

              	
                amounts paid
      to Executive as advance on salary;

              


      

       

      
        	
                 
      

              	
                b.

              	
                incorrectly
      paid salary or holiday allowance;

              


      

       

      
        	
                 
      

              	
                c.

              	
                amounts
      received as advance on travel or business
  expenses;

              


      

       

      
        	
                 
      

              	
                d.

              	
                defaults on
      instalments and interest on loans agreed upon in writing granted by
      Employer to Executive;

              


      

       

      
        	
                 
      

              	
                e.

              	
                Executive’s
      outstanding debts to Employer at the date of the termination of
      employment, unless a specific repayment agreement has been entered into
      and adequate security provided.

              


      

       

      
        	
                3.

              	
                TERMINATION

              


      

       

      
        	
                3.1.

              	
                General

              


      

       

      Upon termination of
employment, Executive shall return to Employer all property in his possession,
custody or control belonging to Employer, including but not limited to business
cards, credit and charge cards, keys, security and computer passes, mobile
telephones, personal computer equipment, original and copy documents or other
media on which information is held in his possession relating to the business or
affairs of the Employer.

       

      
        	
                3.2.

              	
                Termination
      by Executive

              


      

       

      If
Executive terminates his employment with Employer for any reason, Executive
shall provide written notice to Employer. The period of notice shall be three
-3- months. The period of notice shall start to run on the first day of the
calendar month immediately following the date upon which notice was
given.

       

      
        	
                3.3.

              	
                Termination
      by Employer

              


      

       

      The notice period
in case of termination by the Employer shall be three -3- months.

       

      Executive shall
have the right to compensation (without holiday pay) in accordance with the
provisions mentioned below. The compensation is paid at the last day of
employment if the Board decides that the Employee shall withdraw from his
position, and there is no material breach of the terms of employment or there
are no justifiable reasons for dismissal or discharge according to the
provisions of the Employment Act. In the event that Executive’s employment with
Employer is terminated, at any time and for any reason, Executive shall have no
further rights to any compensation, payments or any other benefits under this
Agreement or any other contract, plan, policy or arrangement with Employer or
its affiliates, except as follow from Norwegian mandatory statutory requirements
or as set forth in this Section 3.

       

      The compensation in
this Section 3 does not form the basis for holiday pay or pension
benefits.

       

       

      
        
          
          

        

        
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                3.4.

              	
                Accrued
      Rights

              


      

       

      Upon the
termination of Executive’s employment with Employer, whether by Employer or
Executive, at any time and for any reason, Executive shall be entitled to
receive (a) Salary earned through the effective date of termination that remains
unpaid as of such date and (b) reimbursement of any unreimbursed business
expenses incurred by Executive prior to the effective date of termination to the
extent such expenses are reimbursable under Section 2.7 (all such amounts, the
“Accrued
Rights”).

       

      
        	
                3.5.

              	
                Termination
      by Employer Other Than for Cause

              


      

       

      
        	
                 
      

              	
                a.

              	
                If Employer
      elects to terminate Executive’s employment for any reason other than Cause
      (as defined below) Employer shall continue to pay Executive’s Salary for
      one -1- year from the effective date of Executive’s termination of
      employment, and in the event of a termination pursuant to clause (i), all
      equity-based compensation granted to Executive pursuant to Clause 2.3
      shall immediately vest and become exercisable, subject to the other terms
      and conditions of such grants. Executive’s rights under Clause 3.5 are
      subject to the following conditions: (i) that Executive signs a employment
      termination agreement with the Employer under which the Executive agrees
      not to dispute a possible dismissal on the part
      of the Employer or the terms and conditions for such a dismissal, and
      waives any and all claims against the Employer, the Parent Company and
      their respective affiliates, directors, officers, employees, agents and
      representatives in form and substance acceptable to Employer in relation
      to Executives resignation, and (ii) that the Executive immediately
      complies with any request from Employer to actually terminate Executive’s
      employment and/or is released from the duty to work and/or to perform
      other duties.

              


      

       

      
        	
                 
      

              	
                b.

              	
                Executive
      shall forfeit any entitlement to receive payments due under this clause
      3.5 in the event that Executive breaches any of his obligations under
      Section 4.

              


      

       

      
        	
                 
      

              	
                c.

              	
                For purposes
      of this Agreement, the term “Cause” shall mean (i)
      Executive’s failure to perform those duties that Executive is required or
      expected to perform pursuant to this Agreement including a failure to
      ensure that the Employer fulfils its obligations towards the Parent
      Company under the Service Agreement (unless otherwise instructed by the
      board), (ii) Executive’s dishonesty or breach of any fiduciary duty to
      Employer in the performance of Executive’s duties hereunder, (iii)
      Executive’s conviction of, or a plea of guilty or nolo contendere to, a
      misdemeanor involving moral turpitude,
      fraud, dishonesty, theft, unethical business conduct or conduct
      that impairs
      the reputation of Employer or any of its affiliates or any felony (or the
      equivalent thereof in any jurisdiction), (iv) Executive’s gross negligence
      or wilful misconduct in connection with Executive’s duties hereunder or
      any act or omission that is injurious to the financial condition or
      business reputation of Employer or any of its affiliates or (v)
      Executive’s breach of the provisions of Section 4 of this
      Agreement.

              


      

       

      
        	
                3.6.

              	
                Termination
      upon Death or Disability

              


      

       

      
        	
                 
      

              	
                a.

              	
                Executive’s
      employment with Employer shall terminate immediately upon Executive’s
      death or Disability (as defined below). In the event Executive’s
      employment terminates due to death or Disability, then Employer shall
      continue to pay Executive’s Salary through the first anniversary of the
      effective date of such termination of
  employment.

              


      

       

      
        	
                 
      

              	
                b.

              	
                For purposes
      of this Agreement, the term “Disability” shall mean the
      inability of Executive, due to illness, accident or any other physical or
      mental incapacity, to perform Executive’s duties in a normal manner for a
      period of 365 days or such longer period required for the Employer to be
      entitled to lawfully terminate the Executive’s employment under Section
      15-8 of the Employment Act.

              


      

       

       

      
        
          
          

        

        
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                3.7.

              	
                Change
      of Control

              


      

       

      
        	
                 
      

              	
                a.

              	
                In the event
      that Executive’s employment is terminated by Executive for Good Reason
      within six months following a Change of Control, Executive shall be
      awarded a cash compensation of 100% of the Executive’s annual base salary
      upon the effective date of Executive’s termination of employment. The
      Board may at its sole discretion award the Executive an additional cash
      compensation upto 100% of the Executive’s annual base salary upon the
      effective date of Executive’s termination of employment, if the Board
      determines that the Executive has made a significant contribution to the
      transaction which has resulted in the Change of Control
      occurring.

              


      

       

      
        	
                 
      

              	
                b.

              	
                For purposes
      of this Agreement, the term

              


      

       

      
        	
                 
      

              	
                (i)

              	
                “Change of Control”
      shall mean the occurrence of any of the following
  events:

              


      

       

      
        	
                 
      

              	
                A.

              	
                (A)the
      consummation of (1) a merger, consolidation, statutory share exchange or
      similar form of corporate transaction involving (x) Parent Company or (y)
      any entity in which Parent Company, directly or indirectly, possesses 50%
      or more of the total combined voting power of all classes of its stock,
      but in the case of this clause (y) only if Parent Company Voting
      Securities (as defined below) are issued or issuable in connection with
      such transaction (each of the transactions referred to in this clause (1)
      being hereinafter referred to as a “Reorganization”) or (2) the sale or
      other disposition of all or substantially all the assets of the Parent
      Company to an entity that is not an affiliate (a “Sale”) if such
      Reorganization or Sale requires the approval of Parent Company’s
      stockholders under the law of the Parent Company’s jurisdiction of
      organization (whether such approval is required for such Reorganization or
      Sale or for the issuance of securities of Employer in such Reorganization
      or Sale), unless, immediately following such Reorganization or Sale, (I)
      all or substantially all the individuals and entities who were the
      “beneficial owners” (as such term is defined in Rule 13d-3 under the
      Exchange Act (or a successor rule thereto)) of the Shares or other
      securities eligible to vote for the election of the Board (collectively,
      the “Parent Company Voting Securities”) outstanding immediately prior to
      the consummation of such Reorganization or Sale beneficially own, directly
      or indirectly, more than 50% of the combined voting power of the then
      outstanding voting securities of the entity resulting from such
      Reorganization or Sale (including, without limitation, an entity that as a
      result of such transaction owns Parent Company or all or substantially all
      the Parent Company’s assets either directly or through one or more
      subsidiaries) (the “Continuing Entity”) in substantially the same
      proportions as their ownership, immediately prior to the consummation of
      such Reorganization or Sale, of the outstanding Parent Company Voting
      Securities (excluding any outstanding voting securities of the Continuing
      Entity that such beneficial owners hold immediately following the
      consummation of the Reorganization or Sale as a result of their ownership
      prior to such consummation of voting securities of any entity involved in
      or forming part of such Reorganization or Sale other than Parent Company
      and its affiliates) and (II) no Person beneficially owns, directly or
      indirectly, 30% or more of the combined voting power of the then
      outstanding voting securities of the Continuing Entity immediately
      following the consummation of such Reorganization or
  Sale;

              


      

       

       

      
        
          
          

        

        
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                B.

              	
                the
      stockholders of Parent Company approve a plan of complete liquidation or
      dissolution of Parent Company; or

              


      

       

      
        	
                 
      

              	
                C.

              	
                any “person”
      or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the
      Exchange Act, respectively) (other than Employer or an affiliate) becomes
      the beneficial owner, directly or indirectly, of securities of Parent
      Company representing 50% or more of the then outstanding Parent Company
      Voting Securities; provided that
      for purposes of this subparagraph (C), any acquisition directly from
      Parent Company shall not constitute a Change of Control;
    and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                “Good Reason”
      shall mean the occurrence of any of the following events or circumstances
      (without the prior written consent of Executive): (A) a material reduction
      of Executive’s authority or a material change in Executive’s functions,
      duties or responsibilities, (B) a reduction in Executive’s Salary, (C) a
      requirement that Executive report to anyone other than the CEO, (D) a
      requirement that Executive relocate his residence (it being understood
      that the requirements set forth in Section 1.5 do not constitute a
      requirement to relocate) or (E) a breach by Employer of any material
      obligation of Employer under this Agreement (which breach has not been
      cured within 30 days after written notice thereof is provided to Employer
      by Executive specifically identifying such breach in reasonable
      detail).

              


      

       

      
        	
                4.

              	
                EXECUTIVE
COVENANTS

              


      

       

      
        	
                4.1.

              	
                Employer’s
      Interests

              


      

       

      
        	
                 
      

              	
                Executive
      acknowledges that Employer has expended substantial amounts of time, money
      and effort to develop business strategies, substantial customer and
      supplier relationships, goodwill, business and trade secrets, confidential
      information and intellectual property and to build an efficient
      organization and that Employer has a legitimate business interest and
      right in protecting those assets as well as any similar assets that
      Employer may develop or obtain following the Commencement Date. Executive
      acknowledges and agrees that the restrictions imposed upon Executive under
      this Agreement are reasonable and necessary for the protection of such
      assets and that the restrictions set forth in this Agreement will not
      prevent Executive from earning an adequate and reasonable livelihood and
      supporting his dependents without violating any provision of this
      Agreement. Executive further acknowledges that Employer would not have
      agreed to enter into this Agreement without Executive’s agreeing to enter
      into, and to honour the provisions and covenants of, this Section 4.
      Therefore, Executive agrees that, in consideration of Employer’s entering
      into this Agreement and Employer’s obligations hereunder and other good
      and valuable consideration, the receipt of which is hereby acknowledged by
      Executive, Executive shall be bound by, and agrees to honour and comply
      with, the provisions and covenants contained in this Section 4 following
      the Commencement Date.

              


      

       

      
        	
                4.2.

              	
                Scope
      of Covenants

              


      

       

      For purposes of
this Section 4, the term “Employer” includes Employer’s affiliates, and its and
their predecessors, successors and assigns,

       

      
        	
                4.3.

              	
                Non-Disclosure
      of Confidential Information

              


      

       

      
        	
                 
      

              	
                a.

              	
                Executive acknowledges that, in
      the performance of his duties as an employee of Employer, Executive may be
      given access to Confidential Information (as defined below). Executive
      agrees that all Confidential Information has been, is and will be the sole
      property of Employer and/or the Parent Company and that Executive has no
      right, title or interest therein. Executive shall not, directly or
      indirectly, disclose or cause or permit to be disclosed to any person, or
      utilize or cause or permit to be utilized, by any person, any Confidential
      Information acquired pursuant to Executive’s employment with Employer
      (whether acquired prior to or subsequent to the execution of this
      Agreement or the Commencement Date) or otherwise, except that Executive
      may (i) utilize and disclose Confidential Information as required in
      the discharge of Executive’s duties as an employee of Employer in good
      faith, subject to any restriction, limitation or condition placed on such
      use or disclosure by Employer and/or the Parent Company, and
      (ii) disclose Confidential Information to the extent required by
      applicable law or as ordered by a court of competent
      jurisdiction.

              


      

       

       

      
        
          
          

        

        
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                b.

              	
                For purposes of this Agreement,
      “Confidential Information”
      shall mean trade secrets and confidential or proprietary information,
      knowledge or data that is or will be used, developed, obtained or owned by
      Employer, Parent Company or any of their affiliates relating to the
      business, operations, products or services of Employer, Parent Company or
      any such affiliate or of any customer, supplier, employee or independent
      contractor thereof, including products, services, fees, pricing, designs,
      marketing plans, strategies, analyses, forecasts, formulas, drawings,
      photographs, reports, records, computer software (whether or not owned by,
      or designed for, Employer, Parent Company or any of their affiliates),
      operating systems, applications, program listings, flow charts, manuals,
      documentation, data, databases, specifications, technology, inventions,
      developments, methods, improvements, techniques, devices, products,
      know-how, processes, financial data, customer or supplier lists, contact
      persons, cost information, regulatory matters, employee information,
      accounting and business methods, trade secrets, copyrightable works and
      information with respect to any supplier, customer, employee or
      independent contractor of Employer, Parent Company or any of their
      affiliates in each case whether patentable or unpatentable, whether or not
      reduced to writing or other tangible medium of expression and whether or
      not reduced to practice, and all similar and related information in any
      form; provided, however, that Confidential
      Information shall not include information that is generally known to the
      public other than as a result of disclosure by Executive in breach of this
      Agreement or in breach of any similar covenant made by Executive or any
      other duty of
confidentiality.

              


      

       

      
        	
                4.4.

              	
                Non-Disparagement

              


      

       

      After the date
hereof, Executive shall not, whether in writing or orally, criticize or
disparage Employer, the Parent Company or any of their affiliates, their
businesses or any of their customers, clients, suppliers or vendors or any of
their current or former, stockholders, directors, officers, employees, agents or
representatives or any affiliates, directors, officers or employees of any of
the foregoing, provided that
Executive may provide critical assessments of Employer to Employer.

       

      
        	
                4.5.

              	
                Non-Competition

              


      

       

      
        	
                 
      

              	
                a.

              	
                For the
      Restricted Period (as defined below) and subject to any limitations set by
      Norwegian law, Executive shall not directly or indirectly, without the
      prior written consent of the Board:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                engage in any
      activity or business, or establish any new business, in any location that
      is involved with the voyage, chartering or time chartering of crude oil
      tankers, including assisting any person in any way to do, or attempt to
      do, any of the foregoing;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                solicit any
      person that is a customer or client (or prospective customer or client) of
      Employer, Parent Company or any of their affiliates to purchase any goods
      or services of the type sold by Employer, Parent Company or any of their
      affiliates from any person other than Employer, Parent Company or any of
      their affiliates or to reduce or refrain from doing (or otherwise change
      the terms or conditions of) any business with Employer, Parent Company or
      any of their affiliates, (B) interfere with or damage (or attempt to
      interfere with or damage) any relationship between Employer, Parent
      Company or any of their affiliates and their respective employees,
      customers, clients, vendors or suppliers (or any person that Employer,
      Parent Company or any of their affiliates have approached or have made
      significant plans to approach as a prospective employee, customer, client,
      vendor or supplier) or any governmental authority or any agent or
      representative thereof or (C) assist any person in any way to do, or
      attempt to do, any of the foregoing;
or

              


      

       

       

      
        
          
          

        

        
          Page 8 of
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                (iii)

              	
                form, or
      acquire a two (2%) percent or greater equity ownership, voting or profit
      participation interest in, any
Competitor.

              


      

       

      
        	
                 
      

              	
                b.

              	
                For purposes
      of this Agreement, the term “Restricted Period” shall mean a
      period commencing on June 16, 2008 and terminating one year from the date
      Executive ceases to be an employee of Employer for any reason, The
      Restricted Period shall be tolled during (and shall be deemed
      automatically extended by) any period in which Executive is in violation
      of this Section 4.5.

              


      

       

      
        	
                 
      

              	
                c.

              	
                For purposes
      of this Agreement, the term “Competitor” means any person
      that engages in any activity, or owns or controls a significant interest
      in any person that engages in any activity, in the voyage, chartering and
      time chartering of crude oil tankers; provided that a Competitor shall not
      include any person who the Board has deemed, through its prior written
      approval, not to be a Competitor,

              


      

       

      
        	
                4.6.

              	
                Records

              


      

       

      All memoranda,
books, records, documents, papers, plans, information, letters, computer
software and hardware, electronic records and other data relating to
Confidential Information, whether prepared by Executive or otherwise, in
Executive’s possession shall be and remain the exclusive property of Employer
and/or the Parent Company, and Executive shall not directly or indirectly assert
any interest or property rights therein. Upon termination of employment with
Employer for any reason, and upon the request of Employer at any time, Executive
will immediately deliver to Employer all such memoranda, books, records,
documents, papers, plans, information, letters, computer software and hardware,
electronic records and other data, and all copies thereof or therefrom, and
Executive will not retain, or cause or permit to be retained, any copies or
other embodiments of such materials.

       

      
        	
                4.7.

              	
                Executive
      Representations and Warranties

              


      

       

      Executive
represents and warrants to Employer that the execution and delivery of this
Agreement by Executive and the performance by Executive of Executive’s duties
hereunder shall not constitute a breach of, or otherwise contravene, or conflict
with the terms of any contract, agreement, arrangement, policy or understanding
to which executive is a party or otherwise bound.

       

      
        	
                4.8.

              	
                Cooperation

              


      

       

      Following the
termination of Executive’s employment, Executive shall provide reasonable
assistance to and cooperation with Employer in connection with any suit, action
or proceeding (or any appeal therefrom) relating to acts or omissions that
occurred during the period of Executive’s employment with Employer. Employer
shall reimburse Executive for any reasonable expenses incurred by Executive in
connection with the provision of such assistance and cooperation.

       

       

      
        
          
          

        

        
          Page 9 of
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                5.

              	
                USE OF DATA SYSTEMS, E-MAIL AND
    INTERNET

              


      

       

      
        	
                5.1.

              	
                The
      Employer’s and/or the Parent Company’s internal and external information
      system (e.g. electronic mail system, data bases and other computer
      based systems for internet and intranet) are the exclusive property of the
      Employer and the Parent Company. The Executive shall, as a general rule,
      use the Employer’s and Parent Company’s information systems exclusively in
      connection with his work.

              


      

       

      
        	
                5.2.

              	
                The Employer
      and the Parent Company may without prior warning access and take printouts
      of all business-related data which the Employer and/or the Parent Company
      has a justified interest in having access to or taking printouts of. The
      term data includes incoming and outgoing electronic mail, documents, data
      bases and other electronically stored material. Data may typically be
      accessed if the Executive is absent from work due to illness, holiday etc,
      but also in other circumstances if the Employer and/or the Parent Company
      in its sole discretion considers that it has justifiable
      grounds.

              


      

       

      
        	
                5.3.

              	
                If the
      Executive uses the Employer’s and/or the Parent Company’s information
      systems for private purposes, he shall ensure that data is marked so that
      it is visible for the Employer and/or the Parent Company that it is of a
      private nature. The Employer and/or the Parent Company reserves the right
      to access and take printouts of data that appears to be or is marked
      private if the Employer and/or the Parent Company has reasonable grounds
      to believe that there is a breach of this employment contract that can
      give grounds for dismissal or summary dismissal or there are other weighty
      reasons for access.

              


      

       

      
        	
                5.4.

              	
                Where
      practicable and there are no justifiable reasons to the contrary, the
      Employer and/or the Parent Company shall endeavour to notify the Executive
      before data is accessed in order that the Executive or his representative
      may attend.

              


      

       

      
        	
                5.5.

              	
                The Executive
      acknowledges that the Employer and/or the Parent Company keeps an
      automatic log of the Executive’s internet activity through the Employer’s
      and/or Parent Company’s information systems for the purpose of
      administrating the information systems and detecting and resolving
      security violations.

              


      

       

      
        	
                5.6.

              	
                The Executive
      also acknowledges that use of the Employer’s and/or the Parent Company’s
      information systems will be reviewed at regular intervals to ascertain
      whether it is suited to the Employer’s and/or the Parent Company’s needs
      and whether the safety strategy is sufficiently secure, The Executive also
      acknowledges that all attempts at unauthorised use of the Employer’s
      and/or the Parent Company’s information systems are
      registered.

              


      

       

      
        	
                5.7.

              	
                The Executive
      hereby acknowledges and consents that the Employer and/or the Parent
      Company can handle personal information, including accessing and taking
      printouts of documents described above, and can access the Executive’s use
      of the Employer’s and/or the Parent Company’s information system for
      internet etc.

              


      

       

      
        	
                5.8.

              	
                The Executive
      shall familiarise himself with and at all times keep himself up-to-date on
      the Employer’s and/or the Parent Company’s guidelines for use of the
      Employer’s and/or the Parent Company’s internal and external information
      systems and the consequences of breach of these
  guidelines.

              


      

       

       

      
        
          
          

        

        
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                6.

              	
                MISCELLANEOUS

              


      

       

      
        	
                6.1.

              	
                Assignment

              


      

       

      This Agreement is
personal to Executive and shall not be assignable by Executive. The parties
agree that any attempt by Executive to delegate Executive’s duties hereunder
shall be null and void. Employer may assign this Agreement and its rights and
obligations thereunder, in whole or in part, to any person that is an affiliate,
or a successor in interest to substantially all the business or assets, of
Employer or Parent Company. Upon such assignment, the rights and obligations of
Employer hereunder shall become the rights and obligations of such affiliate or
successor person, and Executive agrees that Employer shall be released and
novated from any and all further liability hereunder. For purposes of this
Agreement, the term “Employer” shall mean Employer as hereinbefore defined in
the recitals to this Agreement and any permitted assignee to which this
Agreement is assigned.

       

      
        	
                6.2.

              	
                Successors

              


      

       

      This Agreement
shall be binding upon and shall inure to the benefit of the
successors and permitted assigns of Employer and the personal and legal
representatives, executors, administrators, successors, distributees, devisees
and legatees of Executive. Executive acknowledges and agrees that all
Executive’s covenants and obligations to Employer, as well as the rights of
Employer under this Agreement, shall run in favour of and will be enforceable by
Employer, its affiliates and their successors and permitted
assigns.

       

      
        	
                6.3.

              	
                Entire
      Agreement

              


      

       

      This Agreement
contains the entire understanding of Executive, on the one hand, and Employer on
the other hand, with respect to the subject matter hereof, and all oral or
written agreements or representations, express or implied, with respect to the
subject matter hereof are set forth in this Agreement.

       

      
        	
                6.4.

              	
                Amendment

              


      

       

      This Agreement may
not be altered, modified or amended except by written instrument signed by the
parties hereto.

       

      
        	
                6.5.

              	
                Notice

              


      

       

      All notices,
requests, demands and other communications required or permitted to be given
under the terms of this Agreement shall be in writing and shall be deemed to
have been duly given when delivered by hand or overnight courier, return receipt
requested, postage prepaid, addressed to the other party as set forth
below:

       

      
        	 	
                If to
      Employer:

                 

                 

                 

                If to
      Executive;

              	
                Tankers
      Services AS

                P.O. Box 2039
      Vika, 0125 Oslo, Norway.

                Attn: Board
      of Directors

                 

                Eirik Ubøe

                Jacob
      Neumanns v 42

                1384 Asker,
      Norway.

              


      

      


      The parties may
change the address to which notices under this Agreement shall be sent by
providing written notice to the other in the manner specified
above.

       

      
        	
                6.6.

              	
                Governing
      Law; Jurisdiction;

              


      

       

      This Agreement
shall be governed by and construed in accordance with the laws of Norway, and
both Employer and Executive submit to the exclusive jurisdiction of the Oslo
District Court in all matters arising out of or in connection with this
Agreement.

       

       

      
        
          
          

        

        
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                6.7.

              	
                Severability

              


      

       

      If
any term, provision, covenant or condition of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal, void or unenforceable in any
jurisdiction, then such provision, covenant or condition shall, as to such
jurisdiction, be modified or restricted to the extent necessary to make such
provision valid, binding and enforceable, or if such provision cannot be
modified or restricted, then such provision shall, as to such jurisdiction, be
deemed to be excised from this Agreement and any such invalidity, illegality or
unenforceability with respect to such provision shall not invalidate or render
unenforceable such provision in any other jurisdiction, and the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

       

      
        	
                6.8.

              	
                Survival

              


      

       

      Subject to Section
1.1 the rights and obligations of Employer and Executive under the provisions of
this Agreement, including Section 4 and 5 of this Agreement, shall survive
and remain binding and enforceable, notwithstanding any termination of
Executive’s employment with Employer for any reason, to the extent necessary to
preserve the intended benefits of such provisions.

       

      
        	
                6.9.

              	
                No
      Waiver

              


      

       

      The failure of a
party to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of such party’s rights or deprive such
party of the right thereafter to insist upon strict adherence to that term or
any other term of this Agreement.

       

      
        	
                6.10.

              	
                Counterparts

              


      

       

      This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.

       

      
        	
                6.11.

              	
                Construction

              


      

       

      
        	
                 
      

              	
                a.

              	
                The headings
      in this Agreement are for convenience only, are not a part of this
      Agreement and shall not affect the construction of the provisions of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                b.

              	
                For purposes
      of this Agreement, the words “include” and “including”, and variations
      hereof, shall not be deemed to be terms of limitation but rather will be
      deemed to be followed by the words “without
  limitation”.

              


      

       

      
        	
                 
      

              	
                c.

              	
                For purposes
      of this Agreement, the term “person” means any individual, partnership,
      company, corporation or other entity of any
  kind.

              


      

       

      
        	
                 
      

              	
                d.

              	
                For purposes
      of this Agreement, the term “affiliate”, with respect to any person, means
      any other person that controls, is controlled by or is under common
      control with such person.

              


      

       

      IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.

       

       

      For and on behalf
of Tankers Services AS

       

      
        
          	 	 	 	 	 
	
                  /s/       
      Ole Jacob Diesen

                	 	 	
                  /s/ Eirik
      Ubøe

                	 
	
                  Name: 
      Ole Jacob Diesen

                	 	 	
                  Eirik Ubøe 

                	 
	
                  Title:    
      Director

                	 	 	
                   

                	 


        



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