Exhibit 10(iii)(v)


 


CODIFICATION OF CONTRACT OF EMPLOYMENT


 


In Vouliagmeni, Greece this day the
20th of January 2005,


 


BETWEEN


 


The corporation styled “OSG SHIP MANAGEMENT (GR) LTD” of Ajeltake Island, Majuro,
Marshall Islands having offices, at 2A, Areos Street, 166 71 Vouliagmeni,
Athens, Greece, hereinafter called “the
Employer” or “the Company”
formerly named “STELMAR TANKERS (MANAGEMENT)
LTD (“Stelmar”), lawfully represented by Olga Lambrianidou


 


AND


 


(Name) George Dienis son of Alexander
of 26 Aristofanous Street, Alimos 17456, Athens, Greece, Identity Card No 041842/28-6-79,
hereinafter called “the Employee”


 


The Company and the Employee are
hereinafter jointly referred to as “the
Parties”.


 


1.                                      START-DURATION


 


1.1                                 The Employee was hired on 20 February 1993
(“Initial Employment Date”) by “Stelmar” under a contract of employment for an
indefinite period of time contract, which contract was restated on August 12,
2004 (hereinafter “the Contract”). On 20 January 2005 Stelmar’s beneficial
ownership changed and consequently the Company has taken upon it the rights and
obligations of the employer


 


The Parties do hereby codify the terms set
forth in the Contract as follows:


 


2.                                      CAPACITY-POSITION-PLACE OF
EMPLOYMENT-OBJECTIVES


 


2.1                                 The Employee was hired and continues to work as
Chief Operating Officer.


 


2.2                                 The Employee, as a high-ranking officer of the
Company (Manager, Supervisor, Officer, etc.) has been assigned by the Company
to hold and exercise managing, supervising and confidential authorities and
duties or significant part of its matters or personnel supervision, etc.). As
such high-ranking officer, he belongs to the category of employees on whom
standard working hours provisions (from time to time in force) do not apply,
as, according to art. 2 of Law 2269/1920, standard working hours provisions do
not apply to employees engaged in duties of management or significant trust.


 


2.3                                 The Employee’s position and
capacity is clearly described in the relevant job description and supplemented
by OSG’s corporate policies, programs and procedures. The Employee must comply
with his job description, responsibilities, duties policies and procedures in
observance of these requirements and in support of OSG’s corporate policies 


 

















 


and procedures. . The parties agree that OSG’s
policies and procedures are an integral part hereof. The Employee herein
declares that he is fully aware of his job description, responsibilities and
duties as well as of OSG’s corporate policies and procedures.


 


2.4                                 The Company manages and operates ocean-going
vessels on a worldwide basis. The Employee shall offer his services in the
Company’s headquarters in Vouliagmeni, Greece (or at any other place of
business in the greater area of Attica in case the Company changes its address)
or at any other location in Greece or at any other place in the world where its
vessels may sail or the Company may conduct its business, according to the
needs of the Company at its absolute discretion. In case the Employee is
engaged in the Company’s business in any other place than the offices of the
Company, such employment may not be deemed as detrimental alteration of the
employment terms and shall not vest the Employee with the right for a salary
raise or for any other benefit over and above those mentioned in this contract In
case of permanent change of the place of employment, the terms and conditions
thereof shall be mutually agreed upon between the Parties.


 


2.5                                 Due to the Company’s engagement in the
international trade, all operational procedures are held in English. Therefore,
the Employee is obliged to have a good command of English. His knowledge
thereof is fully evidenced by signing this contract. A translation into Greek
is hereto attached.


 


3.                                      WORKING HOURS


 


3.1                                 The Company’s normal daily working hours are from
09.00 h. to 17.00 h. from Monday to Friday (with a compulsory 20-minute break
between 13.00 h. and 13.20 h.) i.e. the normal working hours are 8 hours per
day and totally 40 hours per week.


 


3.2                                 The Employee as a high-ranking officer holding a
position of supervision, management and trust, as provided by art. 2 of Law
2269/1920, belongs to the category of employees on who the standard working
hours provisions from time to time in force do not apply, and, therefore, shall
not be entitled to any extra-pay or remuneration whatsoever for any overtime
work or engagement i.e. in excess of the normal working hours (as described
hereinabove) or work during Saturdays, Sundays, Public or National Holidays and
for work during the night or any extra payment or remuneration for work or
overtime work or temporary engagement away from home in Greece or abroad.


 


4.                                      LEAVE


 


4.1                                 Annual leave, sick leave, maternity leave and
any other kind of leave are given, according to the Greek Labour Laws from time
to time in force. Due to the nature of the Company’s activities it is hereby
agreed that the Employee cannot take as a whole the total number of days of
annual leave of each calendar year. Therefore, the Company has developed the
following policy:


 


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4.2                                 From the 1st of May until the
30th of September of each year the Employee shall have to take
at least 50% of the annual leave he is entitled to (according to the National
Employment Legislation). If the Company’s needs so dictate the Employee cannot
take more than 10 continuing working days each time, except for very serious or
extraordinary reasons.


 


4.3                                 The total number of days of annual leave must
be taken until 31st of December of each calendar year. Holiday entitlement
may only be taken in subsequent calendar years with the Company’s prior written
approval, which may be granted only in exceptional circumstances. If the
Employee has not taken all the days of annual leave he is entitled to within
the corresponding calendar year, the days of leave my not be transferred to the
next calendar year.


 


5.                                      SALARY


 


5.1                                 It is hereby agreed that the Employee’s total
monthly salary shall be calculated pursuant to the provisions of the Collective
Labour Agreement of Employment for the personnel of the Shipping Companies and
the Shipping Agencies in Greece from time to time in force. In case the above
Collective Labour Agreement does not cover the capacity of the Employee, the
Employee’s total monthly salary shall be calculated pursuant to the provisions
of the National General Collective Labour Agreement of Employment.


 


5.2                                 The salary shall be deposited in the National
Bank of Greece (Ethniki Trapeza tis Hellados) at
the end of each calendar month after the deduction of any advance payments that
the Employee has received against the monthly salary as well as the legal
withholdings and percentages of contributions to the social security funds that
burden the Employee.


 


5.3                                 The total monthly salary of the Employee is
agreed to Euro 3,000.00. It is hereby agreed that in this salary are included
and computed any and all Employee’s claims for allowances, or increment or
remuneration or for other extra benefits, augmentations, prim, bonuses payable
either as a percentage of the basic salary or as a lump sum, annually or
periodically, which is provided for by law, collective labour agreement,
regulations of the Employer etc. (for the sake of clarity bonuses, benefits and/or
other amounts provided for in Clauses 5.4, 6.1, 7.1 and 8.1 are not included in
the above salary). Therefore in
case any subsequent Collective Labour Agreement provides for an increase of the
salaries, wages, allowances etc., the Employee shall not be entitled to such
increase, provided that his above mentioned salary (allowances, benefits, etc.)
is considerably higher than the one provided by the Collective Labour
Agreements from time to time in force. Therefore, all future increases provided
by the Collective Labour Agreements from time to time in force shall be
counterbalanced ipso jure with the higher wages
hereby agreed. Any other relevant claim (i.e. arising from the increases of the
Collective Labour Agreements from time to time in force) shall be also
counterbalanced with the higher salary hereby agreed.


 


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5.4                                 The Company may also voluntarily and at its
absolute discretion offer to the Employee additional monetary payments
(performance bonus, bonus for productivity, etc.). The Company reserves the
right to at any time and at its absolute discretion revoke all the above
additional monetary payments. All these additional monetary payments or extra
salaries are given to the Employee at the Company’s absolute discretion and
they cannot, under any circumstances, be considered as normal part of the
Employee’s monthly salary even in case the Employee receives them frequently,
periodically and uniformly, nor shall they be taken into consideration for the
calculation of Christmas, Easter or vacation allowances nor for the calculation
of the severance pay due in case of termination of the employment.


 


6.                                      HEALTH INSURANCE


 


6.1                                 Further to the compulsory social security (IKA, TSMEDE, TANPY, NAT, etc.), the Company at its absolute
discretion provides additional private Health Insurance coverage to the
Employee or other Pension Program after the completion of 6 months from the
Initial Employment Date. The Company reserves the right to at any time and at
its absolute discretion cease the provision of this benefit. The corresponding
annual premiums shall not be considered as part of the above mentioned standard
salary of the Employee and shall not be taken into consideration for the
calculation of Christmas, Easter or vacation allowances nor for the calculation
of the severance pay due in case of termination of the employment.


 


7.                                      TRAVELLING-PROTECTION


 


7.1                                 Further to the above mentioned (Clause 6.1) social
security, the Company shall provide to the Employee additional insurance
coverage for Accident and Health in case the Employee is traveling on Company
business. All reasonably incurred traveling expenses, hotel accommodation and
other reasonably incurred related expenses shall be covered by the Company
against receipts and invoices, according to the Company’ s policy from time to
time in force.


 


7.2                                 The Employee as high ranking officer of the Company
holding duties of management, supervision and trust, further to his/her
travelling expenses (as described hereinabove), shall not be entitled to any
extra pay or remuneration whatsoever for work or overtime work performed away
from home in Greece or abroad.


 


8.                                      LUNCH


 


8.1                                 The Company shall offer to the Employee a free lunch
during his compulsory lunch break. It is hereby agreed that this benefit may
not be considered as part of the monthly salary and shall not be taken into
consideration for the calculation of Christmas, Easter or vacation allowances
nor for the calculation of the severance pay due in case of 


 


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termination of employment. The Company reserves the
right to at any time revoke this benefit.


 


9.                                      OBLIGATIONS


 


9.1                                 The Employee shall obey to the lawful orders of
all his superiors or the bodies of the Company and for each matter related to
his work shall have to refer to his superiors.


 


9.2.                              The Employee shall faithfully and diligently
perform such duties and exercise such powers consistent with his position as
may from time be assigned to or vested in him by the Company.


 


9.3                                 The Employee shall keep his superiors at all
times promptly and fully informed (in writing if so requested) of his conduct
of the business of the Employer or the course of business of the Employer and
provide such information or explanations in connection therewith as his
superiors may require from time to time.


 


9.4           The
Employee shall devote as much of his time, attention and ability as is required
to the duties specified in this Contract.


 


10.                               CONFIDENTIALITY-COMPETITION


RESTRICTIVE COVENANTS


 


10.1                           Throughout the duration of this Contract, the
Employee agrees to respect the confidential nature of any confidential
information directly or indirectly related to his work or the Company or any
other company belonging to the same group of interests with the Company such as
any parent or subsidiary or affiliated company as same are defined in article 42E
of Law 2190/1920 (hereinafter “Group Company”).


 


10.1.1                  “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, counsel or supplier of the Employer,
OVERSEAS SHIPHOLDING GROUP, INC. (hereinafter “OSG”),
or any Group Company, any pricing or scheduling information, business plans or
information relating to its business model, marketing and sales information, business
dealings, information, management, codes, invention practices and procedures
and programs, financial information, designs, structures research activity
information, invention, innovation information which is marked “confidential”
or which the Employee is told is confidential or which the Employee might
reasonably expect the Employer and OSG, or any Group Company would regard as
confidential and any information which has been given to the Employer and OSG,
or any Group Company in confidence by customers, suppliers or other persons.


 


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10.1.2                  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 Employee or
otherwise) relating to the business of the Employer and OSG or any Group
Company (and any copies of the same):


 


10.1.2.1         shall be
and remain the property of the Employer and OSG or any Group Company; and


 


10.1.2.2         shall be
handed over by the Employee (who shall not keep copies or duplicates of any
nature) to the Employer and OSG or any Group Company, on demand and in any
event on the termination of the Employment.


 


10.1.3                  The Employee shall neither
during the Employment nor at any time (without limit) after the termination of
the Employment directly or indirectly use for his or her own purposes or for
any purposes other than those of the Employer and OSG or any Group Company any
trade secrets or Confidential Information.


 


10.2         As regards the shares, stocks, contracts or any
other matter related to OSG, a corporation listed in the New York Stock
Exchange since 1969, the Employee is obliged, according to art. 30 of Law
1806/88 (as amended by art. 2 No1 of Presidential Decree 53/92) to keep
absolute discretion and secrecy and to abstain from giving or using (himself or
through any other person) any not publicized or confidential information which,
if became known to the public, would affect considerably the price of the
shares or stocks.


 


10.3         This
secrecy obligation shall not cease to exist even after the termination of this
Contract for any reason whatsoever.


 


10.4         The Employee must refrain from any act that
may be considered to be in competition to the business objectives of the
Employer and OSG or any Group
Company. Throughout the duration of this Contract the Employee is also
prohibited to work or hold any other business relation (or position) on pay or
not with competitors from the same business field. Any breach of these
confidentiality and competition clauses by the Employee, gives the right to the
Employer to terminate immediately this Contract, without paying to him any
severance pay. The Employer may also claim compensation for any damages
suffered thereby.


 


10.5         All rights and authorities on the works,
research, programs, projects, discoveries, copyrights, patents, inventions,
including computer programs, etc., developed, invented, discovered or deposited
by the Employee throughout the duration of this Agreement (whether or not made
or discovered in the course of employment) and for any other Intellectual
Property are ipso iure assigned to the
Employer and the Employee shall not have thereon any claim whatsoever.


 


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


 


10.7         The Employee hereby undertakes 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 Employer 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 to the Employer and OSG and/or any Group Company, whether or
not any such person would thereby commit a breach of contract.


 


10.7.1      For
the purposes of this clause, “employee” means any employee of the Employer and
OSG and/or any Group Company, with whom the Employee (i.e. the party hereof)
had dealings during any part of the 12 months immediately preceding the
Termination Date.


 


10.8         The
Employee hereby undertakes that he will not at any time:


 


10.8.1      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) OSG or incorporating the word OSG.


 


10.8.2      After
the Termination Date in the course of carrying on any trade or business, claim,
represent or otherwise indicate any present association with the Employer and
OSG and/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 Employer and OSG and/or any Group Company to its detriment.


 


10.9         While
the restrictions in this clause 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 Employer and OSG and/or any 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.


 


11.                               TERMINATION


 


11.1         Any
issue related to the termination of this contract shall be governed by the
Greek 


 


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Labour Law provisions from time to time in force. In
case of notice of termination given from the part of the Company, the Employee
shall be entitled to severance pay calculated on the basis of the total monthly
salary of the last month in full employment. The time of employment shall be
calculated from the Initial Employment Date as described in clause 1.1
hereinabove.


 


11.2                           In case of change of the entity of the Employer, the
provisions of the Greek Law referring to the protection of the employees shall
apply.


 


12.                               RESIGNATION


 


12.1                           In case the Employee wishes to resign, he shall
have to give to the Company at least one month prior notice. In case of
resignation, the Employee shall not be entitled to any severance pay whatsoever.


 


13.                               GOVERNING LAW-JURISDICTION


 


13.1                           This contract is exclusively subject and shall
be interpreted according to Greek Law.


 


13.2         It
is also hereby agreed pursuant to the provisions of the Greek Code of Civil
Procedure that any dispute of any nature arising out of the interpretation of
the terms or the performance of this Contract shall be referred to the Courts
of Piraeus, Greece which are exclusively competent to adjudicate these disputes
to the exclusion of the Courts of any other country or jurisdiction.


 


This Contract stands for notification of the
basic terms of the employment pursuant to Presidential Decree 154/1994.


 


In faith and
testimony whereof the present Agreement was drawn and signed by the Parties and
each party received an original copy of the Agreement (and its Greek
translation).


 


	
  THE PARTIES

  
	
   

  	
   

  
	
  Signed

  	
   

  
	
   

  	
   

  
	
  FOR THE COMPANY

  	
  THE EMPLOYEE

  
	
  /s/Olga Lambrianidou

  	
   

  	
   

  	
  /s/George Dienis

  	
   

  	
   

  
	
   

  	
   

  
	
  Date March 9, 2005

  	
   

  
						



 


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