Exhibit 10.1


 


Execution
Copy


 


First Amendment to


International Seaways Ship Management LLC


Supplemental Executive Savings Plan


 


This First Amendment (the
 “Amendment”), dated as of June 3, 2022 hereby amends, effective as of the date hereof, the International Seaways
Ship Management LLC Supplemental Savings Plan, adopted by INWS on December 26, 2017 (the “INSW SERP”), by and
among INSW and each of the Participants as of the date hereof. Capitalized terms used herein and not defined herein have the meanings
set forth in the INSW SERP.


 


WHEREAS,
under Section 15 of the INSW SERP, the Board, a duly authorized committee thereof or a person designated by the Board (any such person
or persons, the “Committee”) may amend the INSW SERP from time to time and at any time in such manner as he, she or
it deems appropriate or desirable;


 


WHEREAS,
under Section 21 of the INSW SERP, if the Committee in its sole discretion determines any provision of the INSW SERP does not comply
with the requirements of Code Section 409A, then it shall, in its sole discretion, have the authority to take such actions and to
make such interpretations or changes to the INSW SERP as the Committee deems necessary;


 


WHEREAS,
the Committee has, in its sole discretion, determined that the restriction on the timing of distributions set forth in Section 15
of the INSW SERP does not comply with the timing of plan distribution requirements set forth in Treasury Regulation 1.409A-3(j)(4)(ix)(C)(3)-(4) under
the general plan termination rule of Code Section 409A;


 


WHEREAS,
the Committee in its sole and absolute discretion, deemed it appropriate and advisable to amend the INSW SERP in accordance with Sections
15 and 21 therein; and


 


WHEREAS,
each of the Participants has approved this Amendment and, upon its execution, this Amendment shall take effect;


 


NOW,
THEREFORE, it is agreed that the INSW SERP shall be amended as follows:


 


		1.	Amendment to Section 15: Section 15
of the INSW SERP is hereby amended to delete this provision in its entirety and replace it with the following:



 


Amendment
or Termination of Plan. The Board (or a duly authorized committee thereof), or a person designated by the Board may, in
his, her or its sole and absolute discretion, amend the INSW SERP from time to time and at any time in such manner as he, she or it deems
appropriate or desirable, and the Board (or a duly authorized committee thereof) or a person designated by the Board may, in his, her
or its sole and absolute discretion, terminate the INSW SERP for any reason or no reason from time to time and at any time in such manner
as it deems appropriate or desirable. Each Employer may withdraw from the INSW SERP at any time, in which case it shall be deemed to maintain
a separate plan for Participants who are its employees identical to this INSW SERP except that such Employer shall be deemed to be the
Company for all purposes. No amendment, termination or withdrawal shall reduce or terminate the then-vested Supplemental Account of any
Participant or Beneficiary.


 


		2.	Except as otherwise specifically modified by this Amendment, all terms and provisions of the INSW SERP
remain unmodified and in full force and effect.



 


		3.	The terms of Section 8 through 22 of the INSW SERP are hereby incorporated by reference herein and
shall apply to this Amendment, mutatis mutandis.



 


[Signature Page Follows]


 






     


     


    

 


	 	COMMITTEE:
	 	 
	 	Jeffrey D. Pribor
	 	 
	 	By:	 /s/ Jeffrey D. Pribor
	 	Name:	Jeffrey D. Pribor
	 	Title:	Chief Financial Officer
	 	 
	 	James D. Small III
	 	 
	 	By:	/s/ James D. Small III
	 	Name:	James D. Small III
	 	Title:	Chief Administrative Officer
	 	 
	 	 
	 	PARTICIPANTS:
	 	 
	 	AMITAVA BASU
	 	 
	 	By:	/s/ Amitava Basu
	 	Name:	Amitava Basu
	 	Title:	 
	 	 
	 	HAITAO HU
	 	 
	 	By:	/s/ Haitao Hu
	 	Name:	 
	 	Title:	 
	 	 
	 	YUN HO NO
	 	 
	 	By:	/s/ Yun Ho No
	 	Name:	Yun Ho No
	 	Title:	 




 






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	 	BARBARA NOVELLINO
	 	 
	 	By:	/s/ Barbara Novellino
	 	Name:	Barbara Novellino
	 	Title:	 
	 	 
	 	LOIS ZABROCKY
	 	 
	 	By:	/s/ Lois Zabrocky
	 	Name:	Lois Zabrocky
	 	Title:	President & Chief Executive Officer




 






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