Indemnification Agreement


    Exhibit
      10.11.1

     

     

    EXECUTION
      COPY

     

     

    
 

    INDEMNIFICATION
      AGREEMENT (the “Agreement”)
      effective from June 15, 2005, between Double Hull Tankers, Inc., a corporation
      incorporated under the laws of the Republic of the Marshall Islands (the
“Corporation”),
      and
      EIRIK UBØE, an individual (the “Covered
      Person”),

     

    


     

    WHEREAS
      the Covered Person is employed by Tankers Services AS, a wholly-owned subsidiary
      of the Corporation incorporated under the laws of the Kingdom of Norway,
      hereinafter the “Subsidiary”;

     

    WHEREAS
      the Subsidiary pursuant to a Service Agreement dated January 31 2006 renders
      services to the Corporation in the area of financial planning, financial
      management and control, and

     

    WHEREAS,
      the Corporation acknowledge and agrees that employees in its wholly owned
      subsidiaries shall be covered by the same indemnities from the Corporation
      as
      employees of the Corporation.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the terms set forth herein,
      the
      parties hereto hereby agree as follows: 

     

     

     

    SECTION
      1.01.  Right
      to Indemnification. 
      The Corporation, shall indemnify and hold harmless, to the fullest extent
      permitted by applicable law as it presently exists or may hereafter be amended,
      the Covered Person against all liability and loss suffered, and expenses
      (including attorneys’ fees) actually and reasonably incurred, by such Covered
      Person in connection with any action, suit, claim, inquiry or proceeding,
      whether civil, criminal, administrative or investigative (including an action
      by
      or in the right of the Corporation) and whether formal or informal (a
“Proceeding”)
      and by
      reason of the fact that he, or a person for whom he is the legal representative,
      is or was a director or officer of the Corporation or the Subsidiary or, while
      a
      director or officer of the Corporation or the Subsidiary, is or was serving
      at
      the request of the Corporation or the Subsidiary as a director, officer,
      employee, trustee or agent of another corporation or of a partnership, joint
      venture, trust, nonprofit entity or other entity, including service with respect
      to employee benefit plans. Notwithstanding the preceding sentence, except as
      otherwise provided in Section 1.03, the Corporation shall be required to
      indemnify or advance expenses to a Covered Person in connection with a
      Proceeding (or part thereof) commenced by such Covered Person (and not by way
      of
      defense) only if the commencement of such Proceeding (or part thereof) by the
      Covered Person (i) was authorized in the specific case by the Board, or (ii)
      was
      brought to establish or enforce a right to indemnification under this Agreement,
      the Corporation’s Bylaws, the Corporation’s Amended and Restated Articles of
      Incorporation, any other agreement, the Business Corporation Act of the Republic
      of the Marshall Islands or otherwise.

     

    SECTION
      1.02.  Prepayment
      of Expenses. 
      The Corporation shall to the fullest extent not prohibited by applicable law
      pay
      the expenses (including attorneys’ fees) actually and reasonably incurred by the
      Covered Person who was or is made or is threatened to be made a party to or
      a
      witness in or is otherwise involved in any 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    Proceeding,
      by reason of the fact that he, or a person for whom he is the legal
      representative, is or was a director or officer of the Corporation or the
      Subsidiary or, while a director or officer of the Corporation or the Subsidiary,
      is or was serving at the request of the Corporation or the Subsidiary as a
      director, officer, employee, trustee or agent of another corporation or of
      a
      partnership, joint venture, trust, nonprofit entity or other entity, including
      service with respect to employee benefit plans 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 Covered Person to repay
      all
      amounts advanced if it should be ultimately determined that the Covered Person
      is not entitled to be indemnified under this Agreement or
      otherwise.

     

    SECTION
      1.03.  Claims.
       If a claim for indemnification (following the final disposition of such
      action, suit or proceeding) or advancement of expenses under this Agreement
      is
      not paid in full within thirty days after a written claim therefor by the
      Covered Person has been presented to the Corporation, the Covered Person may
      file suit against the Corporation 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, the Covered Person may file suit against
      the Corporation to establish a right to indemnification or advancement of
      expenses. In any such action the Corporation shall have the burden of proving
      by
      clear and convincing evidence that the Covered Person is not entitled to the
      requested indemnification or advancement of expenses under applicable
      law.

     

    SECTION
      1.04.  Nonexclusivity
      of Rights.
      The
      rights conferred on the Covered Person by this Agreement shall not be exclusive
      of any other rights which such Covered Person may have or hereafter acquire
      under any statute, provision of the certificate of incorporation, the bylaws
      of
      the Corporation, any other agreement, vote of stockholders or disinterested
      directors or otherwise.

     

    SECTION
      1.05.  Other
      Sources.
      The
      Corporation’s obligation, if any, to indemnify or to advance expenses to any
      Covered Person who was or is serving at its or the Subsidiary’s request as a
      director, officer, employee or agent of another corporation, partnership, joint
      venture, trust, enterprise or nonprofit entity shall be reduced to the extent
      such Covered Person has otherwise actually received payment (under any insurance
      policy or otherwise) of the amounts otherwise payable by the
      Corporation.

     

     

    ARTICLE
      II

     

    GENERAL
      PROVISIONS

     

    SECTION
      2.01.  Amendments.
      This
      Agreement may not be amended, added to, altered or repealed except by written
      instrument signed by each of the parties hereto.

     

    SECTION
      2.02.  Severability.
      If any
      term, provision or covenant of this Agreement is held by a court of competent
      jurisdiction to be invalid, illegal, void or 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    unenforceable
      in any jurisdiction, then such term, provision or covenant shall, as to such
      jurisdiction, be modified or restricted to the extent necessary to make such
      provision valid, binding and enforceable, or, if such provision cannot be
      modified or restricted, then such provision shall, as to such jurisdiction,
      be
      deemed to be excised from this Agreement and any such invalidity, illegality
      or
      unenforceability with respect to such provision shall not invalidate or render
      unenforceable such provision in any other jurisdiction, and the remainder of
      the
      provisions hereof shall remain in full force and effect an shall in no way
      be
      affected, impaired or invalidated.

     

    SECTION
      2.03.  Survival.
      The
      rights and obligations of each party to the this Agreement shall survive and
      remain binding and enforceable, notwithstanding any termination of the Covered
      Person’s employment with the Corporation or the Subsidiary, to the extent
      necessary to preserve the intended benefits of such provisions.

     

    SECTION
      2.04.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Republic of The Marshall Islands.

     

    SECTION
      2.05.  Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.

     

    SECTION
      2.06.  No
      Waiver.
      The
      failure of a party to insist upon strict adherence to any term of this Agreement
      on any occasion shall not be considered a waiver of such party’s rights or
      deprive such party of the right thereafter to insist upon strict adherence
      to
      that term or any other term of this Agreement.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of January
      31,
      2006.

     

     

     

    
      	 	 	 
	 	DOUBLE
              HULL
              TANKERS, INC.,
	 
 	 
 	 
 
	 	By:  	/s/ Erik
              Lind
	 	
              Erik
                Lind, on behalf of the Board of Directors of Double Hull Tankers,
                Inc.

            
	 	 


    

     

     

     

    


    


    
      	
               

               

              /s/
                Eirik Ubøe

            
	
              EIRIK
                UBØE