Exhibit 10.4


 


November 7, 2016


 


Rick Oricchio


c/o Overseas Shipholding Group, Inc.

302 Knights Run Avenue #1200

Tampa, Florida 33602


 


Dear Rick:


 


This letter agreement (the “Letter
Agreement”) memorializes our conversations regarding your continued employment with Overseas Shipholding Group, Inc.
(the “Company”) following the closing (the “Closing”) of the transactions contemplated by
the Separation and Distribution Agreement between the Company and International Seaways, Inc. (“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 (such agreement,
the “Separation and Distribution Agreement”).


 


Following and conditioned upon the occurrence
of the Closing, you shall remain employed by the Company through December 29, 2016 (the “Transition Date” and
the period between the Closing and the Transition Date, the “Post-Spin Period”).


 


Upon the Transition Date, you will cease to
be employed by the Company or any of its affiliates, and you will be deemed to have resigned from any and all positions, titles,
duties, authorities and responsibilities at or with, the Company. Upon such Transition Date, assuming you remain employed by the
Company as of such date, your employment will terminate and you will be entitled to receive all payments and benefits for which
you are eligible (the “Termination Benefits”) upon a “Separation from Service due to termination by the
Company without Cause” under the Employment Agreement dated as of December 19, 2014 between you and the Company, as amended
on March 30, 2016 and August 3, 2016 (the “Employment Agreement”), subject to the terms thereof. For all purposes,
this Letter Agreement constitutes and is in full satisfaction of any required notice from the Company.


 


The parties hereto agree that notwithstanding
anything else in this Letter Agreement or the Employment Agreement, so long as the Executive’s employment has not been terminated
for Cause (as defined in the Employment Agreement) nor has the Executive resigned his employment prior to the Transiton Date, the
Executive shall be eligible to receive his annual bonus in respect of fiscal year 2016 determined based upon actual performance,
which shall be paid at the same time as such bonus is paid to other executives of the Company.


 




     


     


    

  


For purposes of this Letter Agreement, during
the Post-Spin Period, you hereby agree that you shall not have nor shall you claim to have Good Reason to resign under the Good
Reason definition set forth in the Employment Agreement, any equity compensation award or any other agreement you may have with
the Company or its affiliates as a result of the consummation of the transactions contemplated by the Separation and Distribution
Agreement or otherwise.


 


From the date hereof through the Post-Spin
Period, the terms and conditions of the Employment Agreement, as modified by this Letter Agreement, shall continue to apply to
you in all respects and shall remain in full force and effect. The terms of this Letter Agreement are conditioned upon the consummation
of the transactions contemplated by the Separation and Distribution Agreement and prior to the Closing, this Letter Agreement shall
have no force or effect.


 


	 	OVERSEAS SHIPHOLDING GROUP, INC. 
	 	 
	 	/s/ Douglas D. Wheat	 
	 	 Douglas D. Wheat
	 	Chairman of the Board
	 	 
	 	Accepted and agreed: 
	 	 
	 	/s/ Rick Oricchio 	 
	 	Rick Oricchio