Exhibit 10.16


 


EXECUTION COPY


 


This AMENDMENT TO EMPLOYMENT
AGREEMENT (this “Amendment”), dated as of January 12, 2021, is between Diamond S Management LLC, a limited
liability company organized under the laws of the Marshall Islands (the “Company”), and Kevin Kilcullen (“Executive”).


 


WHEREAS, Executive is
currently employed by the Company pursuant to an employment agreement, dated April 2, 2020 (the “Effective Date”)
between the Company and Executive (the “Employment Agreement”).


 


WHEREAS, the parties
desire to amend the Employment Agreement as of the Effective Date.


 


NOW, THEREFORE, in consideration
of the covenants and agreements hereinafter set forth and other good and valuable consideration, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.            Capitalized
terms, unless otherwise defined or modified herein, shall have the meaning ascribed to such terms in the Employment Agreement.


 


2.            Section 3(b) of
the Employment Agreement is hereby amended and restated in its entirety to provide as follows:


 


(b)         Bonus.
During the Term, Executive shall have an opportunity to earn a cash bonus (“Annual Bonus”) for each fiscal year
during the Term with a target amount of at least 70% of Executive’s Base Salary for the current fiscal year (“Target
Bonus”). The Annual Bonus shall be subject to performance goals and an evaluation of Executive’s individual contributions
determined each fiscal year by the Board of Directors of the Parent (the “Board”) (or the applicable committee
or sub-committee to which such authority has been delegated), of which 60% of the applicable Target Bonus shall be subject to goals
based on the Parent’s performance, 20% of the applicable Target Bonus shall be based on the achievement of certain individual
goals unique to the Executive and 20% of the applicable Target Bonus shall be based on an evaluation of the Executive’s individual
performance. The aggregate amount of any Annual Bonus actually payable to Executive hereunder, if any, shall be determined by the
Board (or the applicable committee or sub-committee to which such authority has been delegated) in its reasonable discretion as
soon as practicable following the end of the applicable fiscal year, and shall be paid no later than the 15th day of the third
month following such fiscal year end. In order to be eligible for any Annual Bonus, Executive must be in the active employ of the
Company as of December 31 of the applicable fiscal year.


 


3.            Except
as above amended, all of the terms of the Employment Agreement are hereby ratified and affirmed and shall remain in full force
and effect.


 


4.           This
Amendment may be executed in two or more counterparts (including by facsimile or PDF), each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. If any signature is delivered by facsimile transmission
or by PDF, such signature shall create a valid and binding obligation of the party executing (or on whose behalf the signature
is executed) with the same force and effect as if such facsimile or PDF signature were an original thereof.


 






     


     


    

 


5.            This
Amendment supersedes and replaces any previous agreements and discussions pertaining to the subject matter covered herein. This
Amendment constitutes the entire agreement of the parties with regard to the terms of Executive’s bonus compensation, and
contains all of the covenants, promises, representations, warranties, and agreements between the parties with respect to such matters.
Executive acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party
with respect to the foregoing matters that is not embodied in the Employment Agreement, as amended by this Amendment, and that
no agreement, statement, or promise relating to the employment of Executive by the Company that is not contained in the Employment
Agreement, as amended by this Amendment, will be valid or binding. Executive acknowledges that neither the Company and/or any member
of the Company Group, nor any representative of the Company and/or any member of the Company Group, has made and Executive has
not relied upon any representation or promise to Executive other than as expressly set forth herein. Executive represents that
he has complied with all restrictive covenants, obligations of confidentiality, and intellectual property provisions contained
in any prior employment agreement between Executive and the Company, any member of the Company Group, or any prior employer.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment to the Employment Agreement effective as of the Effective Date.


 


	 	DIAMOND S MANAGEMENT LLC,
	 	 
	 	By:	/s/ Craig H. Stevenson, Jr.
	 	Name:    Craig H. Stevenson, Jr.
	 	Title:      President, Chief Executive Officer and
    Secretary


 


	
         
	ALL PAYMENTS HEREUNDER GUARANTEED

        BY DIAMOND S SHIPPING INC.,

         

	 	By:	/s/ Craig H. Stevenson, Jr.
	 	Name:    Craig H. Stevenson, Jr.
	 	Title:      President and Chief Executive Officer


 


	 	EXECUTIVE,
	 	 
	 	By:	/s/ Kevin Kilcullen
	 	Kevin Kilcullen