Exhibit 10.1


 


Amendment No. 3 to James D. Small’s
Employment Agreement


 


This Amendment No. 3
(the “Amendment”), dated as of November 7, 2016 (the “Effective Date”), is between Overseas
Shipholding Group, Inc. (the “Company”) and James D. Small (the “Executive”) and approved
by International Seaways, Inc. (“INSW”).


 


WHEREAS, the Company
and the Executive have entered into an employment agreement, dated February 13, 2015 and as amended on March 30, 2016 and August
3, 2016 (the “Employment Agreement”).


 


WHEREAS, the Company
and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.


 


WHEREAS, in connection
with and immediately following the consummation of the transactions (the “Closing”) contemplated by the Separation
and Distribution Agreement between the Company and INSW, expected to be entered into in connection with the separation of INSW
from OSG on terms and conditions agreed to by INSW and OSG, the Employment Agreement will be assigned to INSW (the “Assignment”).


 


WHEREAS, pursuant
to Section 13(g) of the Employment Agreement, following the Assignment, references to “the Company” in the Employment
Agreement shall be a reference to INSW.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants herein and for other good and valuable consideration, conditioned and effective
upon the occurrence of the Closing and the Assignment, the parties agree as follows:


 


		1.	The first “Whereas” clause in the Employment Agreement is hereby deleted in its entirety and replaced with the
following:



 


WHEREAS, the Company and Executive
mutually desire that the Executive serve as Chief Administrative Officer (“CAO”), Senior Vice President (“SVP”),
Secretary and General Counsel (“GC”) of the Company on the terms and conditions set forth herein.


 


		2.	Section 1(a) is hereby amended by replacing “SVP, Secretary and GC” with “the CAO, SVP, Secretary and GC.”



 


		3.	Section 2 is hereby deleted in its entirety and replaced with the following:



 


2. The Executive shall serve pursuant
to the terms of the Agreement, as such may be in effect from time to time, commencing on March 2, 2015 or such later date as may
reasonably be required by Executive’s current employer (such date, the “Effective Date”) and shall continue
until terminated (such period, the “Term”) upon his “Separation from Service” with the Company
in connection with any of the events described in Section 4 hereof.


 




     


     


    

 


		4.	Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall
be binding on INSW in the same manner and to the same extent as on the Company if no assignment to INSW had taken place.



 


		5.	This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument.



 


[Signature Page Follows]


 




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


 


	 	James D. Small
	 	 
	 	/s/
    James D. Small	 
	 	 
	 	Overseas Shipholding
    Group, Inc.
	 	 
	 	 /s/
    Ian T. Blackley	 
	 	Name: Ian T. Blackley
	 	Title: President, Chief
    Executive Officer and Director
	 	 
	 	International Seaways,
    Inc.
	 	 
	 	/s/
    Lois K. Zabrocky	 
	 	Name: Lois K. Zabrocky
	 	Title: President


 




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