Exhibit 10.8




 


DIRECTOR INDEMNITY AGREEMENT


As of [       ]


 


This agreement is between Overseas Shipholding
Group, Inc., a Delaware corporation (the “Company”) and [                ], a director of the Company (the “Indemnitee”).


 


A.Indemnitee is a director of the Company.


 


B.Both the Company and Indemnitee recognize
the increased risk of litigation and other claims being asserted against directors of public companies in today’s environment.


 


C.The Certificate of Incorporation of
the Company (the “Certificate of Incorporation”) and the By-laws of the Company (the “By-laws”) require
the Company to indemnify and advance expenses to its directors to the fullest extent permitted by law and the Indemnitee has been
serving and continues to serve as a director of the Company in part in reliance on such provisions.


 


D.Section 145(f) of the Delaware General
Corporation Law (the “DGCL”) expressly recognizes that the indemnification provisions of the DGCL are not exclusive
of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, and this Agreement is being entered into pursuant to such provisions.


 


E.In recognition of Indemnitee’s
need for substantial protection against any potential personal liability in order to assure Indemnitee’s continued service
to the Company in an effective manner and Indemnitee’s reliance on the provisions of the Certificate of Incorporation and
By-laws and in part to provide Indemnitee with specific contractual assurance that the protection promised by the Certificate of
Incorporation and By-laws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of
any provision of the Company’s Certificate of Incorporation or By-laws or any change in the composition of the Company’s
Board of Directors or any acquisition of the Company), the Company wishes to provide in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set
forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the Company’s
directors’ liability insurance policies.


 


The parties hereto agree as follows:


 


1.                 
Certain Definitions.


 


(a)               
“Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is
used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the
total voting power represented by the Company’s then outstanding voting securities, or (ii) during any period of 24 consecutive
months, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose
election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii)
the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, other than
a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80%
of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company, in one transaction or a series of transactions, of all or substantially
all the Company’s assets.


 






    	 



    	 



    

 


(b)              
“Proceeding” shall mean any completed, actual, pending or threatened action, suit, claim, inquiry or
proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Company) and
whether formal or informal.


 


(c)               
“Expenses” means all direct and indirect costs of any type or nature whatsoever (including, without limitation,
all attorneys' fees and related disbursements and other out-of- pocket costs) actually and reasonably incurred by the Indemnitee
in connection with the investigation, defense or appeal of or being a witness in, participating in or preparing to defend a Proceeding
or establishing or enforcing a right to (i) indemnification or advancement of expenses under this Agreement, the Certificate of
Incorporation, the By-laws, the DGCL or otherwise or (ii) directors’ liability insurance coverage; provided, however, that
Expenses shall not include any judgments, fines or penalties or amounts paid in settlement of a Proceeding.


 


(d)              
“Indemnifiable Event” is any event or occurrence related to the fact that Indemnitee is or was a director
of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust, nonprofit entity or other entity (including service with respect to employee benefit
plans), or by reason of anything done or not done by Indemnitee in any such capacity, in each case, solely with respect to the
time period beginning [                ].


 


(e)               
“Indemnification Period” shall be such period beginning [                ] and continuing so long as the Indemnitee
shall continue to serve as a director of the Company, or shall continue at the request of the Company to serve as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture, trust, nonprofit entity or other entity, and thereafter
so long as the Indemnitee shall be subject to any possible Proceeding arising out of the Indemnitee’s tenure for such period
in the foregoing positions.


 


(f)               
“Losses” are any judgments, fines, penalties and amounts paid in settlement (including all interest assessments
and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement)
of any Proceeding.


 






    	 



    	 



    

 


(g)              
“Reviewing Party” shall mean (i) the Board of Directors (provided that a majority of directors are not
parties to the Proceeding), (ii) a person or body selected by the Board of Directors or (iii) if there has been a Change in Control,
the special independent counsel referred to in Section 5.


 


2.                 
Indemnification and Advancement of Expenses. Subject to the limitations set forth in Section 4:


 


(a)               
Indemnification. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable
law, as soon as practicable after written demand is presented to the Company, in the event Indemnitee was or is made or is threatened
to be made a party to or witness in or is otherwise involved in a Proceeding by reason, in whole or in part, of an Indemnifiable
Event against all Expenses and Losses incurred by Indemnitee in connection with such Proceeding. In the event of any change, after
the date of this Agreement, in any applicable law, statute or rule regarding the right of a Delaware corporation to indemnify a
member of its Board of Directors, such change, to the extent it would expand Indemnitee's rights under this Agreement, shall be
included within Indemnitee's rights and the Company’s obligations under this Agreement, and, to the extent it would narrow
Indemnitee's rights or the Company's obligations under this Agreement, shall be excluded from this Agreement; provided, however,
that any change required by applicable laws, statutes or rules to be applied to this Agreement shall be so applied regardless of
whether the effect of such change is to narrow Indemnitee's rights or the Company’s obligations under this Agreement.


 


(b)              
Advancement of Expenses. The Company shall to the fullest extent not prohibited by applicable law pay the Expenses
incurred by Indemnitee as soon as practicable after written demand is presented to the Company in the event Indemnitee was or is
made or is threatened to be made a party to or witness in or is otherwise involved in a Proceeding by reason, in whole or in part,
of an Indemnifiable Event in advance of its final disposition; provided, however, that, to the extent required by law, such payment
of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnitee
to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under
this Agreement, the DGCL or otherwise.


 


(c)               
Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the Losses or Expenses, but not, however, for all of the total amount thereof, the Company shall indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee has been successful on the merits or otherwise in defense of any issue or matter therein, including dismissal
without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.


 


(d)              
Enforcement. If a claim for indemnification (following the final disposition of such Proceeding) under Section 2(a)
or advancement of Expenses under Section 2(b) is not paid in full within thirty days after a written claim therefor by the Indemnitee
has been presented to the Company, the Indemnitee may file suit against the Company to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In addition, Indemnitee
may file suit against the Company to establish a right to indemnification or advancement of Expenses arising under this Agreement,
the Certificate of Incorporation, the By-laws, the DGCL or otherwise. In any such action the Company shall have the burden of proving
that the Indemnitee is not entitled to the requested indemnification or advancement of Expenses under applicable law.


 






    	 



    	 



    

 


3.                 
Notification and Defense of Proceeding. Promptly after receipt by Indemnitee of notice of the commencement of or
threat of the commencement of any Proceeding, Indemnitee shall, if a request for indemnification in respect thereof is to be made
against the Company under this Agreement, notify the Company of the commencement thereof; but the failure to notify the Company
will not relieve the Company from any liability which it may have to Indemnitee under this Agreement or otherwise unless and only
to the extent that such omission can be shown to have prejudiced the Company’s ability to defend the Proceeding. Except as
otherwise provided below, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee
(which approval shall not be unreasonably withheld). After notice from the Company to Indemnitee of its election to assume the
defense thereof, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently
incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided
below. Indemnitee shall have the right to employ its counsel in such Proceeding, but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment
of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded that there may be
a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding or (iii) the Company
shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses
of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought
by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in clause (ii) of this
Section 3. The Company shall not settle any Proceeding in any manner, which would impose any penalty, limitation, admission, loss
or Expense on the Indemnitee without the Indemnitee’s prior written consent. Neither the Company nor the Indemnitee will
unreasonably withhold its consent to any proposed settlement, provided that Indemnitee may, in Indemnitee’s sole discretion,
withhold consent to any proposed settlement that would impose any penalty, limitation, admission, loss or Expense on the Indemnitee.


 


4.                 
Limitation on Indemnification. Notwithstanding the terms of Section 2:


 


(a)               
the obligations of the Company set forth in Section 2 shall be subject to the condition that the Reviewing Party shall not
have determined (based on a written opinion of outside counsel in all cases) that Indemnitee would not be permitted to be so indemnified
under applicable law; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings
in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not
be binding and Indemnitee shall not be required to reimburse the Company for any advancement of Expenses until a final judicial
determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company
shall not be obligated to indemnify or advance to Indemnitee any additional amounts covered by such Reviewing Party determination
(unless there has been a determination by a court of competent jurisdiction that the Indemnitee would be permitted to be so indemnified
under applicable law);


 






    	 



    	 



    

 


(b)              
the Company shall not be required to indemnify or advance Expenses to the Indemnitee with respect to a Proceeding (or part
thereof) by the Indemnitee (and not by way of defense), except if the commencement of such Proceeding (i) was authorized in the
specific case by the Board of Directors or (ii) brought to establish or enforce a right to indemnification and/or advancement of
Expenses arising under this Agreement, the Certificate of Incorporation, the By-laws, the DGCL or otherwise;


 


(c)               
the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any amounts paid
in settlement of a Proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be
unreasonably withheld;


 


(d)              
the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee on account of any
suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee
of securities of the Company pursuant to the provisions of Section l6(b) of the Securities Exchange Act of 1934, as amended or
similar provisions of any federal, state or local statutory law;


 


(e)               
the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee if a final decision
by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; and


 


(f)               
the Company shall not be obligated pursuant to the terms of this Agreement to make any payment in connection with any Proceeding
to the extent Indemnitee has otherwise actually received payment (under any insurance policy or otherwise) of the amounts otherwise
indemnifiable under this Agreement.


 


5.                 
Change in Control of Company. The Company agrees that if there is a Change in Control of the Company, then with respect
to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense advances under this Agreement,
any other agreements, the Certificate of Incorporation or the By-laws now or hereafter in effect relating to Proceedings for Indemnifiable
Events, the Company shall seek legal advice only from special independent counsel selected by Indemnitee and approved by the Company’s
Board of Directors (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company
(other than in connection with such matters) or Indemnitee. Without limiting the Company’s obligation not to unreasonably
withhold its consent, in the event that Indemnitee and the Company are unable to agree on the selection of the special independent
counsel, such special independent counsel shall be selected by lot from among at least five nationally recognized law firms each
in New York City, New York, each having no less than 250 lawyers. Such selection shall be made in the presence of Indemnitee (and
his legal counsel or either of them, as Indemnitee may elect). Such special independent counsel, among other things, shall determine
whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law and shall render its written
opinion to the Company and Indemnitee to such effect. The Company agrees to pay the reasonable fees of the special independent
counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), Proceedings,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement.


 






    	 



    	 



    

 


6.                 
Subrogation. In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.


 


7.                 
No Presumptions. For purposes of this Agreement, the termination of any Proceeding against Indemnitee by judgment,
order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or
that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing
Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief,
nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief
shall be a defense to Indemnitee’s Proceeding for indemnification or create a presumption that Indemnitee has not met any
particular standard of conduct or did not have any particular belief shall be a defense to Indemnitee’s Proceeding for indemnification
or create a presumption that Indemnitee has not a met any particular standard of conduct or did not have a particular belief.


 


8.                 
Non-Exclusivity. The rights conferred on the Indemnitee by this Agreement shall not be exclusive of, nor shall they
be deemed to supersede or modify, any other rights which the Indemnitee may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, By-laws, agreement, vote of stockholders or disinterested directors or otherwise.


 


9.                 
Liability Insurance. The Company may, to the extent that the Board of Directors in good faith determines it to be
economically reasonable, maintain a policy of directors' liability insurance, on such terms conditions as may be approved by the
Board of Directors. To the extent the Company maintains directors' liability insurance, the Indemnitee shall be covered by such
policy in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of
the Company’s directors. Notice of any termination or failure to renew such policy shall be provided to Indemnitee promptly
upon the Company’s becoming aware of such termination or failure to renew. The Company shall provide copies of all such insurance
policies and any endorsements thereto whenever such documents have been provided to the Company.


 


10.             
Amendment/Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions of this Agreement (whether or not similar) nor shall such waiver constitute a continuing waiver.
Any waiver to this Agreement shall be in writing.


 






    	 



    	 



    

 


11.             
Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives.


 


12.             
Survival. This Agreement shall continue in effect during the Indemnification Period, regardless of whether Indemnitee
continues to serve as a director of the Company or of any other enterprise at the Company’s request.


 


13.             
Severability. The provisions of this Agreement shall be severable in the event that any provision of this Agreement
(including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid,
void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.


 


14.             
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts
of laws.


 


	 	Overseas Shipholding Group, Inc.
	 	 	 	 
	 	By:	 	 
	 	 	Name:  	[                                                            ]
	 	 	Title:	[                                                            ]
	 	 	 	 
	 	 	 	 
	 	Name:       	[	                                                             ]