Exhibit 10(iii)(w)


 


Private & Confidential


 


 


Dated 12/8/2004


 


 


	
  S.S.L. Services Limited

  	
  (1)

  
	
   

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
  George Dienis

  	
  (2)

  
	
   

  	
   

  



 


 






 


SERVICE AGREEMENT


 






 


 





 

















 


Contents


 


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Appointment

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Duration of the Employment

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Scope of the Employment

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Hours and place of work

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Remuneration

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Expenses

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Holidays

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Sickness benefits

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Employment Benefits

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Restrictions on other activities by
  the Executive

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Confidential Information and
  Company Documents

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Inventions and other Intellectual
  Property

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Termination

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Restrictive Covenants

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Notices

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  Former Service Agreements

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Choice of law, submission to
  jurisdiction and address for service

  	
   

  	
  17

  



 

















 


THIS AGREEMENT is dated 12/8/2004 and is made BETWEEN:


 


(1)           S.S.L. Services
Limited (No. 34839), whose registered office
is at 3rd Floor, 14 Par-la-Ville Place, Par-la-Ville Road, Hamilton, Bermuda (“the Company”); and


 


(2)           George Dienis of 26 Aristofanous Street, Alimos, 17456, Athens, Greece(“the Executive”)


 


WHEREAS:


 


(A)  The Executive has been employed as Chief Operating
Officer of Stelmar Shipping Ltd since
20 February 1993 by the Group,
pursuant to terms and conditions of employment set out in various contractual
documents.


 


(B)  The Executive shall continue to carry out
his role as Chief Operating Officer of Stelmar
Shipping Ltd, performing employment duties both in Greece and elsewhere
in the world.


 


(C)  The terms and conditions governing the
Executive’s work in Greece shall be set out in a Greek Service Agreement
(hereafter “the GSA”).


 


(D)  The terms and conditions governing the
Executive’s work outside Greece shall be set out in this Agreement.


 


NOW IT IS HEREBY AGREED as follows:


 


1              Definitions


 


1.1           In this Agreement unless
the context otherwise requires:


 


1.1.1                the following
expressions have the following meanings:


 


“Affiliate” means any Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, a specified Person;


 


“Beneficial Owner” has the meaning set forth in Rule 13d-3
under the Exchange Act (it being understood that Stelshi Holding Ltd., Stelphi
Holding Ltd. and Stelchi Holding Ltd. shall be deemed a
“group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act
for purposes of this Agreement);


 


“the Board”
means the Board of Directors of Stelmar Shipping Ltd or its successors, as
composed from time to time;


 


“the Employment”
means the Executive’s employment hereunder;


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended;


 


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“the Group”
means Stelmar Shipping Ltd and the Group Companies;


 


“Group Company”
means any Subsidiary of Stelmar Shipping Ltd;


 


“Intellectual Property”
means copyrights, (including rights in computer software), patents, trade
marks, trade names, service marks, business names (including internet domain
names), design rights, database rights, semi-conductor topography rights,
rights in undisclosed or confidential information (such as know-how, trade
secrets and inventions (whether patentable or not)), and all other intellectual
property or similar proprietary rights of whatever nature (whether registered
or not and including applications to register or rights to apply for
registration) which may now or in the future subsist anywhere in the world;


 


“Person” means any person, entity or “group” within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, except that such term shall not include (i) the Company or any of its
Subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company or (v) a person or group as used in Rule 13d-1(b) under
the Exchange Act;


 


“Stelmar Shipping Ltd”
means the Liberian company whose registered office is at 80 Broad Street,
Monrovia, Liberia; and


 


“Subsidiary”
means, with respect to any Person, any corporation, general or limited
partnership, limited liability company, joint venture or other legal entity of
any kind of which such Person (either alone or through or together with one or
more of its other subsidiaries) owns, directly or indirectly, more than 50% of
the stock or other equity interests, the holders of which are (a) generally
entitled to vote for the election of the board of directors or other governing
body of such legal entity or (b) generally entitled to share in the
profits or capital of such legal entity.


 


1.1.2                references to clauses,
sub-clauses and schedules are unless otherwise stated to
clauses and sub-clauses of and schedules to this Agreement;


 


1.1.3                the headings to the
clauses are for convenience only and shall not affect the construction or
interpretation of this Agreement.


 


2              Appointment


 


2.1           The Company shall continue
to employ the Executive and the Executive agrees to continue to act as Chief Operating
Officer of the Company on and subject to the
terms and conditions specified herein.


 


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3              Duration of the Employment


 


3.1           The Employment shall commence
on 19 July 2004 and, except as expressly otherwise provided in clause 14,
shall continue until terminated by the Company giving to the Executive not less
than 12 months’ notice in writing and by the Executive giving to the Company
not less than six months’ notice in writing.


 


3.2           Notwithstanding
clause 3.1, the Employment shall automatically terminate when the
Executive reaches the age of 60 unless the Executive is notified otherwise in
writing by the Board.


 


3.3           The Executive’s period of
continuous employment began on 20 February 1993. The Employment is
continuous with the Executive’s previous employment with the Group and the
execution of this Agreement shall not cause an interruption in service.


 


3.4           The Executive represents
and warrants that he is not bound by or subject to any court order, agreement,
covenant, arrangement, regulatory code or undertaking or has any other interest
or obligation which in any way restricts or prohibits him from entering into
this Agreement or from performing his duties hereunder.


 


4              Scope of the Employment


 


4.1           The Executive shall be
employed as Chief Operating Officer, in which position he shall:


 


4.1.1                report directly to the
Chief Executive Officer of the Company;


 


4.1.2                devote the whole of
his time, attention and skill to his duties under this Agreement and under the
GSA;


 


4.1.3                faithfully and
diligently perform such duties and exercise such powers consistent with his
position as may from time to time be assigned to or vested in him by the Board;


 


4.1.4                obey the reasonable
and lawful directions of the Board;


 


4.1.5                comply with all the
Company’s rules, regulations, policies and procedures from time to time in
force and especially with Stelmar Management System Policy Manual (“the Manual”)
the contents of which the Executive accepts and is fully aware of; and


 


4.1.6                keep the Board at all
times promptly and fully informed (in writing if so requested) of his conduct
of the business of the Company and any Group Company and provide such
explanations in connection therewith as the Board may require from time to
time.


 


4.2           The Executive shall if and so
long as the Company requires and without any further remuneration therefore
(except as otherwise agreed):


 


5

















 


4.2.1                carry out his duties
on behalf of any Group Company; and


 


4.2.2                act as a director or
officer of any Group Company.


 


4.3           The Company may, if
necessary, at its sole discretion transfer this Agreement to any Group Company
at any time on the same terms and conditions as set out herein, subject to such
Group Company’s express assumption of the Company’s obligations hereunder and
subject to such transfer being effected for the best interests of the Company
and not as a punitive or detrimental measure against the Executive.


 


4.4           The Executive agrees that
he will provide a copy of clauses 12 and 15 of this Agreement (and a copy of
any clause of the GSA relating to the same) to any person, firm, company or
other entity making an offer of employment, agency, consultancy, partnership or
joint venture to him/her during the Employment or thereafter whilst any
restrictions in clauses 12 and/or 15 and/or the GSA remain in force immediately
upon receiving any such offer.


 


5              Hours and place of work


 


5.1           The Executive’s principal
place of work will be as set out in the GSA, but
the Company may from time to time during the Employment require the Executive
to work at any place outside Greece on either a
temporary or an indefinite basis. Where the place of work does change such
change shall not be considered a detrimental amendment to the Executive’s terms
and conditions of service and shall not give the Executive the right to
terminate this Agreement claiming severance pay or extra compensation or
additional wages or any other remuneration. In the performance of his duties
hereunder, it is acknowledged and agreed by the parties that the Executive may
be required to travel worldwide.


 


6              Remuneration


 


6.1           The Company shall pay to
the Executive a salary at the rate of Euros 160,520 per annum (which for the
avoidance of doubt, does not include the remuneration payable under the GSA) which
shall accrue day to day and be payable by equal monthly instalments in arrears
on or about the last day of each
calendar month. The Board will review the Executive’s salary annually towards
the end of the calendar year. There is no obligation on the Company to increase
the Executive’s salary.


 


6.2           The remuneration specified
in clause 6.1 shall be inclusive of any fees to which the Executive may be
entitled as a director of the Company or any Group Company.


 


6.3           The Executive hereby
authorises the Company to deduct from his remuneration hereunder any sums due
from him to the Company including, without limitation, any overpayments made to
him by the Company, the cost of repairing any damage or loss to the Company’s
property caused by him (and of recovering such costs) and any losses suffered
by the Company as a result of any 


 


6

















 


negligence or breach of duty by the
Executive or sums in respect of sub-clause 9.2 of this Agreement. In addition,
the Company may deduct any required withholding taxes, social insurance
contributions and other amounts in accordance with its normal payroll
practices.


 


6.4           The Executive shall be
entitled to an annual bonus in accordance with the terms and conditions of the Company’s
bonus scheme from time to time in force. The Executive shall be notified of the
details of the bonus scheme under a separate cover which shall be considered an
integral part hereof.


 


7              Expenses


 


7.1           The Company shall reimburse
the Executive in respect of all expenses reasonably incurred by him in the
proper performance of his duties, subject to the Executive providing such
receipts or other evidence as the Company may require and subject to the
Company’s rules and policies from time to time relating to expenses.


 


7.2           All travel must be at the
most economical rate, although the Board may, in its absolute discretion,
authorise business class travel for long-haul flights.


 


8              Holidays


 


8.1           The Executive shall be
entitled to 25 working days’ paid holiday in each calendar year, it being
understood that this is the Executive’s total holiday entitlement in respect of
the Employment under this Agreement and also his employment under the GSA
(subject only to the Executive’s right to receive his normal remuneration for
all bank and public holidays normally observed in Greece). The Executive may
only take his holiday at such times as are agreed with the Board.


 


8.2           In the respective calendar
years in which the Employment commences or terminates, the Executive’s entitlement
to holiday shall accrue on a pro rata basis for each complete month of service
during the relevant year.


 


8.3           If, on the termination of
the Employment, the Executive has exceeded his accrued holiday entitlement, the
excess may be deducted from any sums due to him and the Executive hereby
authorises the Company to make such deduction. If the Executive has any unused
holiday entitlement, the Company may either require the Executive to take such
unused holiday during any notice period or make payment in lieu thereof.


 


8.4           The Executive must take his
full holiday entitlement in the relevant calendar year. Holiday entitlement can
only be taken in subsequent calendar years with the Board’s prior written
approval and the Board will only grant approval in exceptional circumstances. Failure
to take holiday entitlement in the appropriate calendar year will lead to
forfeiture of any accrued holiday not taken, without any right to payment in
lieu thereof.


 


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9              Sickness
benefits


 


9.1           The Company shall continue
to pay the Executive’s salary during any period of absence on medical grounds
up to a maximum of 180 days in any period of 12 months, provided that the
Executive shall from time to time if requested:


 


9.1.1                supply forthwith the
Company with medical certificates covering any period of sickness or incapacity
exceeding seven days (including weekends); and


 


9.1.2                undergo, at the
Company’s expense, a medical examination by a doctor appointed by the Company.


 


9.2           Payment of the Executive’s
salary pursuant to clause 9 shall be inclusive of any State sickness
benefit to which the Executive may be entitled. The Company will deduct any
other benefit contributions due from the Executive, together with normal
deductions for tax and social security.


 


9.3           The Company reserves the
right to terminate the Employment in accordance with the terms of this
Agreement when the Executive is absent through sickness or injury at any time,
notwithstanding any outstanding or prospective entitlement to pay in accordance
with clause 9.1 medical insurance or disability benefit provided for under clause
10.1 below. Except as required by law, the Company shall not be liable for any
loss arising from such termination.


 


10           Employment
Benefits


 


10.1         During the Employment, the
Executive shall participate in such employment benefit plans as the Company
shall from time to time maintain for the benefit of senior executives subject
to their terms and conditions from time to time in force. The Company reserves
the right to withdraw or amend such plans including the level of benefits, and
reserves the right to terminate the Executive’s participation in such plans. The
Company shall not be liable to provide any benefits or any compensation in lieu
thereof in circumstances where the plan provider refuses for any reason
whatsoever, to provide any benefits to the Executive.


 


11           Restrictions
on other activities by the Executive


 


11.1         The Executive shall not
(except with the prior sanction of a resolution of the Board) be directly or
indirectly either on his own account or on behalf of any other person, company,
business entity or other organisation be employed, engaged, concerned or
interested in any other business or undertaking, provided that this shall not prohibit
the holding (directly or through nominees) of investments listed on any
recognised investment exchange (including but
not limited to the New York Stock Exchange) as long as not
more than 3 per cent of the issued
shares or other securities of any class of any one company shall be so held
without the prior sanction of a resolution of the Board.


 


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11.2         The Executive shall comply
with:


 


11.2.1              every rule of law;


 


11.2.2              the Rules and
Regulations of the New York Stock Exchange and the U.S. Securities and Exchange
Commission; and


 


11.2.3              every regulation of the
Company in force from time to time in relation to dealings in shares or other
securities of the Company or any Group Company.


 


11.3         The Executive (on behalf of
himself and his Affiliates) covenants that he shall not deal or become or cease
to be interested in any securities of the Company, except in accordance with
all applicable law and the Company’s code for securities transactions by
directors, as amended from time to time.


 


11.4         Subject to any regulations issued by the Company, the Executive and
his Affiliates shall not be entitled to receive or obtain directly or
indirectly any discount, rebate or commission in respect of any sale or
purchase of goods effected or other business transacted (whether or not by him)
by or on behalf of the Company or any Group Company and if he (or any firm or
company in which he or any Affiliate is interested) shall obtain any such
discount, rebate or commission he shall account to the Company or the relevant
Group Company for the amount received by him (or a due proportion of the amount
received by such company or firm having regard to the extent of his interest
therein).


 


12           Confidential
Information and Company Documents


 


12.1         The Executive recognises
that, whilst performing his duties for the Company he will have access to and
come into contact with trade secrets and confidential information belonging to
the Company and/or any Group Company and will obtain personal knowledge of and
influence over its or their customers and/or employees. The Executive therefore
agrees that the restrictions set out in this clause 12 are reasonable and
necessary to protect the legitimate business interests of the Company and the
Group both during and after the termination of the Employment. The Executive
shall neither during the Employment (except in the proper performance of his
duties) nor at any time (without limit) after the termination of the Employment
directly or indirectly:


 


12.1.1              divulge or communicate
to any person, company, business entity or other organisation;


 


12.1.2              use for his own purposes
or for any purposes other than those of the Company or any Group Company; or


 


12.1.3              through any failure to
exercise due care and diligence, cause any unauthorised disclosure of


 


any trade secrets or Confidential
Information (as defined below) relating to the Company or any Group Company,
provided that these restrictions shall cease to apply to any information 


 


9

















 


which shall become available to the public
generally otherwise than through the default of the Executive.


 


12.2         “Confidential
Information” shall mean the names or addresses or other sensitive
personal or family data, terms of business and/or requirements of any employee, officer, customer, agent, counsellor or
supplier of the Company or Group Company, any pricing or scheduling
information, business plans or information relating to its business model,
marketing and sales information, business dealings information, codes, invention
practises and procedures and programs, financial information, designs,
structures research activity information, invention, innovation information
which is marked “confidential” or which the Executive is told is confidential
or which the Executive might reasonably expect the Company or Group Company
would regard as confidential and any information which has been given to the
Company or any Group Company in confidence by customers, suppliers or other
persons.


 


12.3         All notes, memoranda,
records, lists of customers and suppliers and employees, correspondence,
documents, computer and other discs and tapes, data listings, codes, designs
and drawings and other documents and material whatsoever (whether made or
created by the Executive or otherwise) relating to the business of the Company
or any Group Company (and any copies of the same):


 


12.3.1              shall be and remain the
property of the Company or the relevant Group Company; and


 


12.3.2              shall be handed over by
the Executive (who shall not keep copies or duplicates of any nature) to the
Company or to the relevant Group Company on demand and in any event on the
termination of the Employment.


 


13           Inventions
and other Intellectual Property


 


13.1         The parties foresee that the Executive
may make inventions or create other industrial or intellectual property in the
course of his duties hereunder and agree that in this respect the Executive has
a special responsibility to further the interests of the Company and the Group
Companies.


 


13.2         Any Intellectual Property
made, created or discovered or registered by the Executive during the
Employment (whether or not made or discovered in the course of the Employment)
in conjunction with or in any way affecting or relating to the business of any
company in the Group or capable of being used or adapted for use therein or in
connection therewith or exploited thereby shall forthwith be disclosed to the
Company and shall belong to and be the absolute property of the Company or such
Group Company as the Company may direct.


 


13.3         The Executive if and whenever
required so to do by the Company (whether during the Employment or thereafter)
shall at the expense of the Company or such Group Company as the Company may
direct:


 


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13.3.1              apply or join with the
Company or such Group Company in applying for any protection or registration in
any part of the world for any such Intellectual Property as aforesaid;


 


13.3.2              execute all instruments
and/or documents and do all things necessary to vest (with full title
guarantee) all right title and interest to and in such Intellectual Property
absolutely in the Company or such Group Company or in such other person as the
Company may specify.


 


13.3.3              provide to the Company
or such Group Company or such other person as the Company may specify all such
assistance, at the Company’s cost, as the Company may request in connection
with any proceedings or actions relating to such Intellectual Property.


 


13.4         The Executive hereby
irrevocably and unconditionally waives all rights in connection with his
authorship of any existing or future copyright work in the course of the
Employment, in whatever part of the world such rights may be enforceable.


 


13.5         The Executive hereby irrevocably
appoints the Company to be his Attorney in his name and on his behalf to
execute and do any such instrument or thing and generally to use his name for
the purpose of giving to the Company the full benefit of this clause. A
certificate in writing signed by any Director or by the Secretary of the
Company in favour of any third party shall be conclusive evidence that an
instrument or act falls within the authority hereby conferred.


 


14           Termination


 


14.1         The Employment shall be
subject to termination by the Company:


 


14.1.1              automatically upon the
Executive’s death;


 


14.1.2              by not less than 3 months’ notice in writing given at any time while the
Executive shall have been incapacitated by reason of ill health or accident
from performing his duties hereunder for a period of or periods aggregating 180 days in the preceding 12 months,
provided that if at any time during the notice period the Executive shall
provide a medical certificate satisfactory to the Board to the effect that he
has fully recovered his physical and/or mental health and that no recurrence of
illness or incapacity can reasonably be anticipated, the Company shall withdraw
the notice;


 


14.1.3              by summary notice in
writing if the Executive shall have:


 


(a)   committed any serious breach or
repeated or continued any material breach of his obligations hereunder; or


 


(b)   been guilty of conduct (whether in
the course of his duties or otherwise) tending to bring himself or the Company
or any Group Company into disrepute; or


 


11

















 


(c)   become bankrupt or had an interim
order made against him under an enactment or compounded with his creditors
generally; or


 


(d)   failed to perform his duties to a
satisfactory standard, after having received a written warning from the Company
relating to the same; or


 


(e)   been disqualified from being a
director by reason of any order made under any other enactment; or


 


(f)    been convicted of an offence under
any statutory enactment or regulation other than a minor road traffic offence;
or


 


(g)   resigned as a Director of the
Company otherwise than at the request of the Company.


 


Any delay by the Company in exercising such
right of termination shall not constitute a waiver thereof.


 


14.2         The Company reserves the
right in its absolute discretion to give the Executive pay in lieu of any
notice of termination (whether given by the Company or by the Executive) which
may, at the Company’s absolute discretion, be paid in instalments. A dismissal
without notice per se shall not constitute or imply an election under this
clause 14.2. For this purpose, the Executive agrees that pay in lieu will
consist of (i) the Executive’s basic salary for the remainder of the
relevant period of notice, (ii) a bonus payment equal to 50 per cent. of
the Executive’s annual basic salary for the remainder of the relevant period of
notice and (iii) a lump-sum cash payment equal to € 20,000 in lieu of any
benefits (including accruals of retirement benefits) for the remainder of the
relevant period of notice (in each case after deducting income tax and social
security contributions).


 


14.3         In the event of a Change of
Control at any time during the Employment and notwithstanding any other
provisions of this Agreement:


 


14.3.1              if the Company serves notice on
the Executive to terminate this Agreement within the period of 6 months following the Change of Control for any reason (save
for instances of summary dismissal under clause 14.1.3) then the period of
notice which must be given by the Company under clause 3.1 will increase to 18 months;


 


14.3.2              if the Company terminates this
Agreement within the period of 6 months
following a Change of Control with immediate effect for any reason (save for
instances of summary dismissal under clause 14.1.3) the Company shall pay the
Payment (as defined below) to the Executive;


 


14.3.3              the Executive may within the
period of 6 months following a Change of Control constructively terminate this
Agreement as contemplated in the Bermuda Employment Act of 2000 without notice
and the Company shall pay the Payment to the Executive; and


 


12

















 


14.3.4              the Company shall take all
necessary action to ensure that any unexercised stock options and/or
unexercised rights to restricted shares shall crystallise immediately upon a
Change of Control, so far as the rules of the relevant stock option or
share plan permit.


 


14.3.5              The Company shall
reimburse the Executive for all reasonable legal fees reasonably incurred by
the Executive in recovering the amounts lawfully payable in accordance with clauses
14.2 and 14.3 of this Agreement or damages in lieu thereof.


 


A “Change in Control” shall be deemed to have
occurred when:


 


(i)            After the date hereof, any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of Stelmar Shipping Ltd
representing more than fifty per cent of the combined voting power of Stelmar
Shipping Ltd’s then outstanding securities;
or


 


(ii)           The following individuals cease for any
reason to constitute a majority of the number of directors then serving:
individuals who, on the date of this Agreement, constitute the Board and any
new director (other than a director whose initial assumption of office is a
result of an actual or threatened election contest, including, but not limited
to, a consent solicitation, relating to the election of directors of Stelmar
Shipping Ltd) whose appointment or election by the Board or nomination for
election by Stelmar Shipping Ltd’s shareholders was approved or recommended by
a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended; or


 


(iii)          There is consummated a merger or
consolidation of Stelmar Shipping Ltd or any direct or indirect Subsidiary of
Stelmar Shipping Ltd with any other corporation, other than (A) a merger
or consolidation that would result in the voting securities of Stelmar Shipping
Ltd outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of Stelmar Shipping Ltd or any Subsidiary of Stelmar Shipping
Ltd, at least fifty per cent of
the combined voting power of the securities of Stelmar Shipping Ltd or such
surviving entity or any parent thereof outstanding immediately after such
merger or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of Stelmar Shipping Ltd (or similar transaction)
in which no Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of Stelmar Shipping Ltd representing more than fifty per cent of
the combined voting power of Stelmar Shipping Ltd’s then outstanding
securities; or


 


13

















 


(iv)          The shareholders of Stelmar Shipping Ltd
approve a plan of complete liquidation or dissolution of Stelmar Shipping Ltd or
there is consummated an agreement for the sale or disposition by Stelmar
Shipping Ltd of all or substantially all of Stelmar Shipping Ltd’s assets,
other than a sale or disposition by Stelmar Shipping Ltd of all or
substantially all of Stelmar Shipping Ltd’s assets to an entity, at least fifty per cent of the combined voting
power of the voting securities of which are owned by shareholders of Stelmar
Shipping Ltd in substantially the same proportions as their ownership of
Stelmar Shipping Ltd immediately prior to such sale.


 


In this Agreement, “Payment” means the
Executive’s (i) basic salary for the period of notice specified in clause
14.3.1, (ii) a bonus payment equal to 50 per cent. of the Executive’s
annual basic salary for the relevant notice period and (iii) a lump-sum
cash payment equal to €20,000 in lieu of any benefits (including accruals of
retirement benefits) for the period of notice specified in clause 14.3.1


 


14.4         During any period of notice
of termination not exceeding 12 months (whether given by the Company or the
Executive), the Company shall be under no obligation to assign any duties to
the Executive and shall be entitled to exclude him from its premises and to
direct that the Executive refrains from contacting any customers, clients,
suppliers, agents, professional advisers or employees of the Company or any
Group Company, provided that this shall not affect the Executive’s entitlement
to receive his normal salary and other contractual benefits.


 


14.5         If (a) the Company in
general meeting shall remove the Executive from the office of Director of the
Company or (b) under the Articles of Association for the time being of the
Company the Executive shall be obliged to retire by rotation or otherwise and
the Company in general meeting shall fail to re-elect the Executive as a
Director of the Company (either such case being referred to in this clause 14.5
as an “Event”), the Board shall be permitted to terminate the Employment with
effect from the date of the Event, provided always that:


 


14.5.1              the Board notifies the
Executive in writing of its decision to terminate the Employment within ten
working days of the Event; and


 


14.5.2              the Executive shall be
entitled to a payment in lieu of any notice of termination calculated in
accordance with clause 14.2 above.


 


For the avoidance of doubt, if the Board
does not exercise its discretion to terminate the Employment under this clause
14.5, the Employment shall continue pursuant to the applicable clauses of this
Agreement and no payments shall be due to the Executive by reason of his
removal or retirement from the office of Director.


 


14.6         The receipt of the payments referred
to in clauses 14.2, 14.3 and 14.5 above will be conditioned on the Executive’s
execution and non-revocation of a release of claims in favour of the Company
Group in a form that is reasonably satisfactory to the Company and its counsel.


 


14

















 


14.7         On the termination of the
Employment (howsoever arising) or on either the Company or the Executive having
served notice of such termination, the Executive shall:


 


14.7.1              at the request of the
Company resign from office as a Director of the Company and all offices held by
him in any Group Company and shall transfer without payment to the Company or
as the Company may direct any qualifying shares provided by it, provided
however that such resignation shall be without prejudice to any claims which
the Executive may have against the Company or any Group Company arising out of
the termination of the Employment; and


 


14.7.2              forthwith deliver to the
Company all Confidential Information and all materials within the scope of
clause 12.3 and all credit cards, keys and other property of or relating
to the business of the Company or of any Group Company which may be in his possession
or under his power or control,


 


and if the Executive should fail to do so
the Company is hereby irrevocably authorised to appoint some person in his name
and on his behalf to sign any documents and do any things necessary or
requisite to give effect thereto.


 


14.8         If the Executive shall have
been offered but shall unreasonably have refused to agree to the transfer of
this Agreement by way of novation to a company which has acquired or agreed to
acquire the whole or substantially the whole of the undertaking and assets of
or of the equity share capital of the Company, the Executive shall have no
claim against the Company in respect of the termination of the Employment
hereunder by reason of the subsequent voluntary winding-up of the Company or of
the disclaimer of this Agreement by the Company within one month after such
acquisition.


 


15           Restrictive
Covenants


 


15.1         The Executive recognises
that, whilst performing his duties for the Company, he will have access to and
come into contact with trade secrets and confidential information belonging to
the Company and/or any Group Company and will obtain personal knowledge of and
influence over its or their customers and/or employees. The Executive therefore
agrees that the restrictions set out in this clause 15 are reasonable and
necessary to protect the legitimate business interests of the Company and the
Group Company both during and after the termination of the Employment.


 


15.2         The Executive hereby
undertakes with the Company that he will not either during the Employment nor
during the 12 months following the date of termination of the Employment (“Termination Date”) without the prior written consent of the
Company whether by himself, through his employees or agents or otherwise
howsoever and whether on his own behalf or on behalf of any other person, firm,
company or other organisation, directly or indirectly, solicit or induce or
endeavour to solicit or induce any Employee to cease working for or providing
services 


 


15

















 


to the Company or any Group Company,
whether or not any such person would thereby commit a breach of contract.


 


For the purposes of this clause, “Employee” means any employee of the Company or any Group
Company with whom the Executive had dealings during any part of the 12 months immediately preceding the Termination Date.


 


15.3         The Executive hereby
undertakes with the Company that he will not at any time:


 


15.3.1              during the continuance
of the Employment or after the Termination Date engage in any trade or business
or be associated with any person, firm or company engaged in any trade or
business using the name(s) Stelmar or incorporating the word Stelmar;


 


15.3.2              after the Termination
Date in the course of carrying on any trade or business, claim, represent or
otherwise indicate any present association with the Company or any Group
Company or for the purpose of carrying on or retaining any business or custom,
claim, represent or otherwise indicate any past association with the Company or
any Group Company to its detriment.


 


15.4         While the restrictions in
this clause 15 (on which the Executive has had the opportunity to take
independent advice, as the Executive hereby acknowledges) are considered by the
parties to be reasonable in all the circumstances, it is agreed that if any
such restrictions, by themselves, or taken together, shall be adjudged to go
beyond what is reasonable in all the circumstances for the protection of the
legitimate interests of the Company or a Group Company but would be adjudged
reasonable if part or parts of the wording thereof were deleted, the relevant
restriction or restrictions shall apply with such deletion(s) as may be
necessary to make it or them valid and effective.


 


16           Notices


 


16.1         Any notice or other document
to be given under this Agreement shall be in writing and may be given
personally to the Executive or to the Secretary of the Company (as the case may
be) or may be sent by first class post or other fast postal service or by
facsimile transmission to, in the case of the Company, its registered office
for the time being and in the case of the Executive either to his address shown
on the face hereof or to his last known place of residence.


 


16.2         Any such notice shall be
deemed served when in the ordinary course of the means of transmission it would
first be received by the addressee in normal business hours.


 


16

















 


17           Former
Service Agreements


 


17.1         This Agreement and the GSA
constitute the entire agreement of the parties with respect to the subject
matter hereof, and supersede all prior letters of appointment, agreements or
arrangements, whether written, oral or implied, relating to the employment of
the Executive.


 


17.2         The Executive hereby
acknowledges that he has no outstanding claims of any kind against the
Company/any Group Company (otherwise than in respect of remuneration and
expenses accrued due to 19 July 2004 but not yet paid).


 


18           Choice
of law, submission to jurisdiction and address for service


 


18.1         This Agreement shall be
governed by and interpreted in accordance with Bermuda law (and for the
avoidance of doubt the parts of the Executive’s duties undertaken pursuant to
the GSA shall be governed by Greek law).


 


18.2         The Executive hereby submits
to the jurisdiction of the courts in Bermuda, but this Agreement may be
enforced by the Company in any court of competent jurisdiction.


 


 


IN WITNESS whereof this Agreement has been executed the day and year first
above written.


 


 


	
  EXECUTED AS A DEED by

  	
  )

  	
   

  	
   

  	
   

  
	
  the Company in the presence of:

  	
  )

  	
  /s/ Peter
  Goodfellow

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Olga
  Lambrianidou

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED AS A DEED by

  	
  )

  	
   

  
	
  the Executive

  	
  )

  	
  /s/ George
  Dienis

  	
   

  	
   

  
	
  in the presence of:

  	
  )

  	
  /s/ Olga
  Lambrianidou

  	
   

  	
   

  
						



 


17

















 


Amendment No. 1


to Service Agreement


 


Agreement dated as of January 20, 2005
(the “Amendment”) between S.S.L. Services Limited, a Bermuda corporation (the “Company”),
and George Dienis (the “Executive”), amending the Agreement dated August 12,
2004 between the Company and the Executive (the “Service Agreement”).


 


The Company employs the Executive as its
Chief Operating Officer pursuant to the Service Agreement. The Company is a
subsidiary of Overseas Shipping (GR) Ltd., a Marshall Islands corporation
formerly named Stelmar Shipping Ltd. and formerly incorporated in Liberia (“Stelmar”).
On January 20, 2005, Stelmar was acquired through merger by Overseas
Shipholding Group, Inc. (“OSG”) and the Company became an indirect,
wholly-owned subsidiary of OSG. The Company and the Executive desire to amend
certain provisions of the Service Agreement as a result of OSG’s acquisition of
Stelmar on the terms set forth in this Amendment. Capitalized terms used in
this Amendment without definition herein have the meanings assigned them in the
Service Agreement.


 


The parties hereby agree as follows:


 


1.             Clause 3.2 of the
Service Agreement


 


Clause 3.2 of the Service Agreement is
hereby amended to read in its entirety as follows:


 


“3.2          Notwithstanding clause 3.1, the Employment shall automatically
terminate when the Executive reaches the age of 65 unless the Executive is
notified otherwise in writing by the Board.”


 


2.             Clause 6.1 of the
Service Agreement


 


The first sentence of clause 6.1 of the
Service Agreement is hereby amended to read in its entirety as follows:


 


“6.1          The Company shall pay to the Executive a salary of the rate of Euros
242,998 per annum (which for the avoidance of doubt, does not include the
remuneration payable under the GSA) which shall accrue day to day and be payable
by equal monthly installments in arrears on or about the last day of each
calendar month.”


 

















 


3.                             Clause
14.3 of the Service Agreement


 


(a)    The first sentence of clause 14.3 of the Service Agreement is hereby
amended to read in its entirety as follows:


 


“14.3        In the event of a Change in Control occurring on or before January 20,
2005 during the Employment and notwithstanding any other provisions of this
Agreement:”


 


(b)           The following Clause 14.3.6
is hereby added to the Service Agreement immediately after Clause 14.3.5 of the
Service Agreement:


 


“14.3.6          Notwithstanding any other
provision of this Agreement, the provisions of this Agreement concerning a
Change in Control, including the provisions of clauses 14.3.1 through 14.3.5,
shall have no effect and be deemed void with respect to any Change in Control that
occurs after January 20, 2005.”


 


4.             Governing Law;
Continuing Effectiveness of Service Agreement


 


(a)    This Amendment shall be governed by and interpreted in accordance
with Bermuda law.


 


(b)    Except as amended by this Amendment, the Service Agreement shall
remain in full force and effect.


 


In Witness Whereof, this Agreement has been
executed as of the day and year first above written.


 


	
   

  	
  S.S.L. Services Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Morten Arntzen

  	
   

  	
   

  
	
  Witnessed by:

  	
   

  	
  Name:Morten Arntzen

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
  /s/James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witnessed by:

  	
   

  
	
   

  	
   

  
	
  /s/James I. Edelson

  	
   

  	
   

  	
  /s/George Dienis

  	
   

  	
   

  
	
   

  	
   

  	
  George Dienis