Employment Agreement


    Exhibit
      10.11


     

    


     

    


     

    


     

    


     

    


     

    


     

      
        

      

    

    EMPLOYMENT
      AGREEMENT

     

      
        

      

    

    


     

    


     

    


     

    between

     

    


     

    Tankers
      Services AS 

     

    


     

    and

     

    


     

    Eirik
      Ubøe

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    EMPLOYMENT
      AGREEMENT

     

    This
      employment agreement (the “Agreement”)
      has
      been made on this 31 day of January, 2006, by and between:

     

    
      	1.  	
              Tankers
                Services AS,
                a
                company incorporated under the laws of Norway having its registered
                office
                at Haakon VII’s gt 1, Oslo, Norway (“Employer”),
                and 

            


    

     

    
      	2.  	
              Eirik
                Ubøe,
                an individual having his address in Jacob Neumanns
                vei 42, 1384 Asker, Norway (“Executive”).

            


    

     

    


     

     WHEREAS
      

     

    
      	A.  	
              Employer
                desires to employ Executive as its Managing Director;
                and

            


    

     

    
      	B.  	
              Executive
                is willing to serve in the employ of Employer for the period and
                upon the
                other terms and conditions of this
                Agreement.

            


    

     

    Now,
      therefore, in consideration of the foregoing and the respective representations,
      warranties, covenants and agreements set forth herein, the parties hereto agree
      as follows:

     

     

    
      	1.  	
              EMPLOYMENT

            


    

     

     

    
      	1.1  	
              Effectiveness
                

            


    

     

     

    This
      Agreement shall become effective on 1 January 2006.

     

     

    
      	1.2  	
              Term

            


    

     

     

    The
      employment is a fixed-term employment, cf. the Act of 17. June 2005 No. 62
      relating to Working Environment, Working Hours and Employment Protection
      (hereafter referred to as "the Employment Act") section 14-10 (1).

     

     

    The
      term
      of Executive’s employment under this Agreement (the “Term”)
      shall
      commence on 1 January 2006 (the “Commencement
      Date”),
      and,
      unless earlier terminated pursuant to the provisions of Section 3, shall
      terminate on 15 June 2008, provided
      that
      such term may be extended by Employer, in its sole discretion, for a term to
      be
      determined by Employer upon giving six months’ prior written notice to
      Executive of its intent to so extend.

     

     

    
      	1.3  	
              Position
                

            


    

     

     

    During
      the Term, Employer shall employ Executive, and Executive shall serve, as
      Managing Director of the Employer reporting to the Board of Directors. Executive
      shall have the duties, responsibilities and authority as follows from the
      position of “daglig leder” under the Norwegian Limited Companies Act 1997,
      including general executive authority over Employer’s affairs arising in the
      ordinary course of business, and shall perform the other services and duties
      as
      determined from time to time by the Board of Directors of Employer (the
“Board”).
      

     

     

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The
      Board
      may instruct Executive to accept appointments to the Boards of the Employer's
      affiliated companies. Upon termination of employment, Executive shall
      simultaneously withdraw from such appointments.

     

    
      	1.4  	
              Time
                and Effort 

            


    

     

    Executive
      shall serve Employer faithfully, loyally, honestly and to the best of
      Executive’s ability. Executive shall devote substantially all of Executive’s
      business time to the performance of Executive’s duties on behalf of Employer.
      During the Term, Executive shall not, directly or indirectly, engage in any
      employment or other activity that, in the sole discretion of the Board, is
      competitive with or adverse to the business, practice or affairs of Employer
      or
      any of its affiliates, whether or not such activity is pursued for profit or
      other advantage, or that would conflict or interfere with the rendition of
      Executive’s services or duties, provided
      that
      Executive may serve on civic or charitable boards or committees and serve as
      a
      non-employee member of a board of directors of a corporation as to which the
      Board has given its consent. Executive shall resign from or terminate all
      positions, relationships and activities that would be inconsistent with the
      foregoing.

     

    Executive
      shall be employed full time with working hours as determined by Employer at
      any
      time. Executive is exempt from the ordinary rules concerning working hours
      in
      the Employment Act, cf. the Employment Act section 10-12, and shall work the
      amount of time necessary to fulfil the position satisfactory.

     

    
      	1.5  	
              Location
                and Travel 

            


    

     

    Executive's
      place of work shall be Employer's offices at Oslo, Norway. 

     

    Executive
      acknowledges and agrees that his duties and responsibilities to Employer will
      require him to travel worldwide from time to time, including extensively to
      the
      offices of the Employer’s parent company Double Hull Tankers,
      Inc.
      (the “Parent
      Company”)
      in the
      Channel Islands. 

     

     

    
      	2.  	
              COMPENSATION

            


    

     

    
      	2.1  	
              Signing
                on fee

            


    

     

    Notwithstanding
      the provisions in Section 1.1 the Executive shall have the right to a fixed
      Signing on Fee amount of $ 51 400. 

     

    
      	2.2  	
              Salary

            


    

     

    As
      compensation for all services rendered by Executive to Employer and all its
      affiliates in any capacity and for all other obligations of Executive hereunder,
      Employer shall pay Executive a salary (“Salary”)
      during
      the Term at the annual rate of $250,000, inclusive of compensation for overtime.
      The Salary is payable monthly to a bank account specified by
      Executive.

     

    Executive
      is not entitled to separate compensation for the board positions performed
      in
      accordance with Clause 1.3 above unless agreed with the Board.

     

    
      	2.3  	
              Equity
                Awards and Cash Awards

            


    

     

     

     

    
      
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    The
      Executive is subject to the discretion of the board of the Parent Company
      eligible for equity awards and cash awards under the Group Incentive
      Compensation Plan and has pursuant to said incentive compensation plan received,
      stock options with respect to Parent Company’s common stock (“Options”) and
      restricted shares of Parent Company’s common stock (“Restricted Stock”) having
      an aggregate grant-date value of $75,000 (the “Initial Grants”). The Initial
      Grants shall be divided equally between Options, which will vest pro-rata over
      three years, and Restricted Stock, which will vest pro rata over four
      years. The Initial Grants and the other terms and conditions thereof have been
      evidenced by award agreements entered into by Executive and Parent Company.
      During the Term, Executive shall be eligible to receive other awards of equity
      interests in Parent Company in such amounts and subject to such terms and
      conditions as the Board of the Parent Company may determine in its
      discretion.

     

     

    
      	2.4  	
              Benefits
                

            


    

     

    During
      the Term, Executive shall not be entitled to receive, and Employer shall have
      no
      obligation to provide, any employee benefits (including health, welfare,
      disability, pension, retirement and death benefits), fringe benefits or
      perquisites, except as otherwise set forth herein or statutorily required by
      Norwegian law.

     

    
      	2.5  	
              Vacation.
                

            


    

     

    Executive
      is entitled to holiday and holiday allowances in accordance with the Act of
      29.
      April 1988 No. 21 relating to holidays and Employer’s rules from time to time in
      force.

     

    
      	2.6  	
              Business
                Expenses 

            


    

     

    Employer
      shall reimburse Executive for all necessary and reasonable “out-of-pocket”
business expenses incurred by Executive in the performance of Executive’s duties
      hereunder, provided
      that
      Executive furnishes to Employer adequate records and other documentary evidence
      required to substantiate such expenditures and otherwise complies with any
      travel and expense reimbursement policy established by the Board from time
      to
      time. 

     

    
      	2.7  	
              Withholdings/deductions
                from salary etc.

            


    

     

    Employer
      and its affiliates may withhold or deduct from any amounts payable under this
      Agreement such taxes, fees, contributions and other amounts as may be required
      to be withheld or deducted pursuant to any applicable law or
      regulation.

     

    Deductions
      from salary, bonus and holiday allowance may be made only in so far as these
      are
      permitted by section 14-15 (2)of the Employment Act, hereunder in;

     

    
      	a.  	
              amounts
                paid to Executive as advance on
                salary;

            


    

     

    
      	b.  	
              incorrectly
                paid salary or holiday allowance;

            


    

     

    
      	c.  	
              amounts
                received as advance on travel or business
                expenses;

            


    

     

    
      	d.  	
              defaults
                on instalments and interest on loans agreed upon in writing granted
                by
                Employer to Executive;

            


    

     

     

     

    
      
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      	e.  	
              Executive’s
                outstanding debts to Employer at the date of the termination of
                employment, unless a specific repayment agreement has been entered
                into
                and adequate security provided. 

            


    

     

    3.  TERMINATION

     

    
      	3.1  	
              General

            


    

     

    If
      the
      employment is terminated before 15 June 2008, or the term is extended by
      Employer, the terms in this Section 3 will apply.

     

    Upon
      termination of employment, Executive shall return to Employer all property
      in
      his possession, custody or control belonging to Employer, including but not
      limited to business cards, credit and charge cards, keys, security and computer
      passes, mobile telephones, personal computer equipment, original and copy
      documents or other media on which information is held in his possession relating
      to the business or affairs of the Employer.

     

    
      	3.2  	
              Termination
                by Executive 

            


    

     

    If
      Executive terminates his employment with Employer for any reason, Executive
      shall provide written notice to Employer. The
      period of notice shall be one month. The period of notice shall start to run
      on
      the first day of the calendar month immediately following the date upon which
      notice was given. 

     

    
      	3.3  	
              Termination
                by Employer 

            


    

     

    Executive
      is exempt from the rules regarding dismissal or discharge in the Employment
      Act
      Chapter XII, cf. the Employment Act section 15-16(2). Executive also
      acknowledges that Employer is entitled to terminate this Agreement on any
      grounds without regard to breach of contract. Thus, subject to the provisions
      of
      this Section 3, Executive’s employment with Employer may be terminated by
      Employer at any time and for any reason, which termination shall be effective
      at
      the end of the calendar month following the month the notice of termination
      was
      served. 

     

    Executive
      shall have the right to compensation (without holiday pay) in accordance with
      the provisions mentioned below. The compensation is paid at the last day of
      employment if the Board decides that the Employee shall withdraw from his
      position, and there is no material breach of the terms of employment or there
      are no justifiable reasons for dismissal or discharge according to the
      provisions of the Employment Act. In
      the
      event that Executive’s employment with Employer is terminated, at any time and
      for any reason, Executive shall have no further rights to any compensation,
      payments or any other benefits under this Agreement or any other contract,
      plan,
      policy or arrangement with Employer or its affiliates, except as follow from
      Norwegian mandatory statutory requirements or as set forth in this Section
      3.

     

    The
      compensation in this Section
      3
      does not form the basis for holiday pay or pension benefits.

     

    
      	3.4  	
              Accrued
                Rights 

            


    

     

    Upon
      the
      termination of Executive’s employment with Employer, whether by Employer or
      Executive, at any time and for any reason, Executive shall be entitled to
      receive (a) Salary earned through the effective date of termination that
      remains unpaid as of such date and (b) reimbursement of any unreimbursed
      business expenses incurred by Executive prior to the effective date of
      termination to the extent such expenses are reimbursable under Section 2.7
      (all such amounts, the “Accrued
      Rights”).

     

     

    
      
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      	3.5  	
              Termination
                by Employer Other Than for Cause


            


    

     

    
      	a.  	
              If
                (i) Employer elects to terminate Executive’s employment during the
                Term for any reason other than Cause (as defined below) or
                (ii) Employer elects not to extend the Term
                in accordance with Section 1.2 and Employer would not at such time
                have Cause to terminate Executive’s employment, then (A) Employer
                shall continue to pay Executive’s Salary through the later of (1) 15
                June 2008 and (2) the first anniversary of the effective date of
                Executive’s termination of employment and (B) in the event of a
                termination pursuant to clause (i), all equity-based compensation
                granted to Executive pursuant to Clause 2.3 (including the Initial
                Grants) shall immediately vest and become exercisable, subject to
                the
                other terms and conditions of such grants, provided
                that Employer shall not be obligated to commence any payment under
                this
                Section 3.5, and Executive shall not be entitled to any such acceleration,
                until such time as Executive has provided an irrevocable waiver and
                general release of claims, including under any applicable Norwegian
                labour
                legislation (other than Executive’s rights under this Agreement), in favor
                of Employer, its affiliates, and their respective directors, officers,
                employees, agents and representatives in form and substance acceptable
                to
                Employer; provided,
                further,
                that Employer shall be entitled to cease making, and Executive shall
                forfeit any entitlement to receive, such payments in the event that
                Executive breaches any of his obligations under Section
                4.

            


    

     

    
      	b.  	
              For
                purposes of this Agreement, the term “Cause”
                shall mean (i) Executive’s  failure to perform those duties that
                Executive is required or expected to perform pursuant to this Agreement
                including a failure to ensure that the Employer fulfils its obligations
                towards the Parent Company under the Service Agreement dated 2006
                (unless
                otherwise instructed by the board), (ii) Executive’s dishonesty or
                breach of any fiduciary duty to Employer in the performance of Executive’s
                duties hereunder, (iii) Executive’s conviction of, or a plea of
                guilty or nolo contendere to, a misdemeanor involving moral turpitude,
                fraud, dishonesty, theft, unethical business conduct or conduct that
                impairs the reputation of Employer or any of its affiliates or any
                felony
                (or the equivalent thereof in any jurisdiction), (iv) Executive’s
                gross negligence or wilful misconduct in connection with Executive’s
                duties hereunder or any act or omission that is injurious to the
                financial
                condition or business reputation of Employer or any of its affiliates
                or
                (v) Executive’s breach of the provisions of Section 4 of this
                Agreement. 

            


    

     

    
      	3.6  	
              Termination
                upon Death or Disability 

            


    

     

    
      	a.  	
              Executive’s
                employment with Employer shall terminate immediately upon Executive’s
                death or Disability (as defined below). In the event Executive’s
                employment terminates due to death or Disability, then Employer shall
                continue to pay Executive’s Salary through the first anniversary of the
                effective date of such termination of
                employment.

            


    

     

     

     

    
      
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      	b.  	
              For
                purposes of this Agreement, the term “Disability”
                shall mean the inability of Executive, due to illness, accident or
                any
                other physical or mental incapacity, to perform Executive’s duties in a
                normal manner for a period of 120 days (whether or not consecutive)
                in any twelve-month period during the Term. The Board shall determine,
                on
                the basis of the facts then available, whether and when the Disability
                of
                Executive has occurred. Such determination shall take into consideration
                the expert medical opinion of a physician mutually agreeable to Employer
                and Executive based upon such physician’s examination of Executive.
                Executive agrees to make himself available for such examination upon
                the
                reasonable request of Employer.

            


    

     

    
      	3.7  	
              Change
                of Control 

            


    

     

    
      	a.  	
              In
                the event that Executive’s employment is terminated by Executive for Good
                Reason within one year following a Change of Control, Executive shall
                be
                entitled to receive the continuation of his Salary through the later
                of
                (i) 15th June 2008 and (ii) the first anniversary of the effective
                date of
                Executive’s termination of
                employment.

            


    

     

    
      	b.  	
              For
                purposes of this Agreement, the term


            


    

     

    
      	(i)  	
              “Change
                of Control”
                shall mean the occurrence of any of the following events:
                

            


    

     

    
      	A.  	
              (A)the
                consummation of (1) a merger, consolidation, statutory share exchange
                or
                similar form of corporate transaction involving (x) Parent Company or
                (y) any entity in which Parent Company, directly or indirectly, possesses
                50% or more of the total combined voting power of all classes of
                its
                stock, but in the case of this clause (y) only if Parent Company
                Voting
                Securities (as defined below) are issued or issuable in connection
                with
                such transaction (each of the transactions referred to in this clause
                (1)
                being hereinafter referred to as a “Reorganization”) or (2) the sale
                or other disposition of all or substantially all the assets of the
                Parent
                Company to an entity that is not an affiliate (a “Sale”) if such
                Reorganization or Sale requires the approval of Parent Company’s
                stockholders under the law of the Parent Company’s jurisdiction of
                organization (whether such approval is required for such Reorganization
                or
                Sale or for the issuance of securities of Employer in such Reorganization
                or Sale), unless, immediately following such Reorganization or Sale,
                (I) all or substantially all the individuals and entities who were
                the “beneficial owners” (as such term is defined in Rule 13d-3 under the
                Exchange Act (or a successor rule thereto)) of the Shares or other
                securities eligible to vote for the election of the Board (collectively,
                the “Parent Company Voting Securities”) outstanding immediately prior to
                the consummation of such Reorganization or Sale beneficially own,
                directly
                or indirectly, more than 50% of the combined voting power of the
                then
                outstanding voting securities of the entity resulting from such
                Reorganization or Sale (including, without limitation, an entity
                that as a
                result of such transaction owns Parent Company or all or substantially
                all
                the Parent Company’s assets either directly or through one or more
                subsidiaries) (the “Continuing Entity”) in substantially the same
                proportions as their ownership, immediately prior to the consummation
                of
                such Reorganization or Sale, of the outstanding Parent Company Voting
                Securities (excluding any outstanding voting securities of the Continuing
                Entity that such beneficial owners hold immediately following the
                consummation of the Reorganization or Sale as a result of their ownership
                prior to such consummation of voting securities of any entity involved
                in
                or forming part of such Reorganization or Sale other than Parent
                Company
                and its affiliates) and (II) no Person beneficially owns, directly or
                indirectly, 30% or more of the combined voting power of the then
                outstanding voting securities of the Continuing Entity immediately
                following the consummation of such Reorganization or
                Sale;

            


    

     

     

     

    
      
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      	B.  	
              the
                stockholders of Parent Company approve a plan of complete liquidation
                or
                dissolution of Parent Company; or

            


    

     

     

    
      	C.  	
              any
                “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2)
                of the Exchange Act, respectively) (other than Employer or an affiliate)
                becomes the beneficial owner, directly or indirectly, of securities
                of
                Parent Company representing 50% or more of the then outstanding Parent
                Company Voting Securities; provided
                that for purposes of this subparagraph (C), any acquisition directly from
                Parent Company shall not constitute a Change of Control; and
                

            


    

     

     

    
      	(ii)  	
              “Good
                Reason”
                shall mean the occurrence of any of the following events or circumstances
                (without the prior written consent of Executive): (A) a material
                reduction
                of Executive’s authority or a material change in Executive’s functions,
                duties or responsibilities, (B) a reduction in Executive’s Salary, (C) a
                requirement that Executive report to anyone other than the Board,
                (D) a
                requirement that Executive relocate his residence (it being understood
                that the requirements set forth in Section 1.5 do not constitute a
                requirement to relocate) or (E) a breach by Employer of any material
                obligation of Employer under this Agreement (which breach has not
                been
                cured within 30 days after written notice thereof is provided to
                Employer
                by Executive specifically identifying such breach in reasonable
                detail).

            


    

     

     

    4.  EXECUTIVE
      COVENANTS

     

    
      	4.1  	
              Employer’s
                Interests 

            


    

     

     

    Executive
      acknowledges that Employer has expended substantial amounts of time, money
      and
      effort to develop business strategies, substantial customer and supplier
      relationships, goodwill, business and trade secrets, confidential information
      and intellectual property and to build an efficient organization and that
      Employer has a legitimate business interest and right in protecting those assets
      as well as any similar assets that Employer may develop or obtain following
      the
      Commencement Date. Executive acknowledges and agrees that the restrictions
      imposed upon Executive under this Agreement are reasonable and necessary for
      the
      protection of such assets and that the restrictions set forth in this Agreement
      will not prevent Executive from earning an adequate and reasonable livelihood
      and supporting his dependents without violating any provision of this Agreement.
      Executive further acknowledges that Employer would not have agreed to enter
      into
      this Agreement without Executive’s agreeing to enter into, and to honour the
      provisions and covenants of, this Section 4. Therefore, Executive agrees that,
      in consideration of Employer’s entering into this Agreement and Employer’s
      obligations hereunder and other good and valuable consideration, the receipt
      of
      which is hereby acknowledged by Executive, Executive shall be bound by, and
      agrees to honour and comply with, the provisions and covenants contained in
      this
      Section 4 following the Commencement Date.

     

     

     

    
      
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      	4.2  	
              Scope
                of Covenants 

            


    

     

    For
      purposes of this Section 4, the term “Employer” includes Employer’s affiliates,
      and its and their predecessors, successors and assigns.

     

     

    
      	4.3  	
              Non-Disclosure
                of Confidential Information


            


    

     

     

    
      	a.  	
              Executive
                acknowledges that, in the performance of his duties as an employee
                of
                Employer, Executive may be given access to Confidential Information
                (as
                defined below). Executive agrees that all Confidential Information
                has
                been, is and will be the sole property of Employer and/or the Parent
                Company and that Executive has no right, title or interest therein.
                Executive shall not, directly or indirectly, disclose or cause or
                permit
                to be disclosed to any person, or utilize or cause or permit to be
                utilized, by any person, any Confidential Information acquired pursuant
                to
                Executive’s employment with Employer (whether acquired prior to or
                subsequent to the execution of this Agreement or the Commencement
                Date) or
                otherwise, except that Executive may (i) utilize and disclose
                Confidential Information as required in the discharge of Executive’s
                duties as an employee of Employer in good faith, subject to any
                restriction, limitation or condition placed on such use or disclosure
                by
                Employer and/or the Parent Company, and (ii) disclose Confidential
                Information to the extent required by applicable law or as ordered
                by a
                court of competent jurisdiction. 

            


    

     

    
      	b.  	
              For
                purposes of this Agreement, “Confidential
                Information”
                shall mean trade secrets and confidential or proprietary information,
                knowledge or data that is or will be used, developed, obtained or
                owned by
                Employer, Parent Company or any of their affiliates relating to the
                business, operations, products or services of Employer, Parent Company
                or
                any such affiliate or of any customer, supplier, employee or independent
                contractor thereof, including products, services, fees, pricing,
                designs,
                marketing plans, strategies, analyses, forecasts, formulas, drawings,
                photographs, reports, records, computer software (whether or not
                owned by,
                or designed for, Employer, Parent Company or any of their affiliates),
                operating systems, applications, program listings, flow charts, manuals,
                documentation, data, databases, specifications, technology, inventions,
                developments, methods, improvements, techniques, devices, products,
                know-how, processes, financial data, customer or supplier lists,
                contact
                persons, cost information, regulatory matters, employee information,
                accounting and business methods, trade secrets, copyrightable works
                and
                information with respect to any supplier, customer, employee or
                independent contractor of Employer, Parent Company or any of their
                affiliates in each case whether patentable or unpatentable, whether
                or not
                reduced to writing or other tangible medium of expression and whether
                or
                not reduced to practice, and all similar and related information
                in any
                form; provided,
                however,
                that Confidential Information shall not include information that
                is
                generally known to the public other than as a result of disclosure
                by
                Executive in breach of this Agreement or in breach of any similar
                covenant
                made by Executive or any other duty of
                confidentiality.

            


    

     

     

     

    
      
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      	4.4  	
              Non-Disparagement
                

            


    

     

    After
      the
      date hereof, Executive shall not, whether in writing or orally, criticize or
      disparage Employer, the Parent Company or any of their affiliates, their
      businesses or any of their customers, clients, suppliers or vendors or any
      of
      their current or former, stockholders, directors, officers, employees, agents
      or
      representatives or any affiliates, directors, officers or employees of any
      of
      the foregoing, provided
      that
      Executive may provide critical assessments of Employer to Employer during
      the Term.

     

     

    
      	4.5  	
              Non-Competition
                

            


    

     

    
      	a.  	
              For
                the Restricted Period (as defined below), Executive shall not directly
                or
                indirectly, without the prior written consent of the
                Board:

            


    

     

    
      	(i)  	
              engage
                in any activity or business, or establish any new business, in any
                location that is involved with the voyage, chartering or time chartering
                of crude oil tankers, including assisting any person in any way to
                do, or
                attempt to do, any of the
                foregoing;

            


    

     

    
      	(ii)  	
              solicit
                any person that is a customer or client (or prospective customer or
                client) of Employer, Parent Company or any of their affiliates to
                purchase
                any goods or services of the type sold by Employer, Parent Company
                or any
                of their affiliates from any person other than Employer, Parent Company
                or
                any of their affiliates or to reduce or refrain from doing (or otherwise
                change the terms or conditions of) any business with Employer, Parent
                Company or any of their affiliates, (B) interfere with or damage
                (or
                attempt to interfere with or damage) any relationship between Employer,
                Parent Company or any of their affiliates and their respective employees,
                customers, clients, vendors or suppliers (or any person that Employer,
                Parent Company or any of their affiliates have approached or have
                made
                significant plans to approach as a prospective employee, customer,
                client,
                vendor or supplier) or any governmental authority or any agent or
                representative thereof or (C) assist any person in any way to do, or
                attempt to do, any of the foregoing;
                or

            


    

     

    
      	(iii)  	
              form,
                or acquire a two (2%) percent or greater equity ownership, voting
                or
                profit participation interest in, any
                Competitor.

            


    

     

     

     

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	b.  	
              For
                purposes of this Agreement, the term “Restricted
                Period”
                shall mean a period commencing on 1 January 2006 and terminating
                one year
                from the date Executive ceases to be an employee of Employer for
                any
                reason. The Restricted Period shall be tolled during (and shall be
                deemed
                automatically extended by) any period in which Executive is in violation
                of this Section 4.5.

            


    

     

    
      	c.  	
              For
                purposes of this Agreement, the term “Competitor”
                means any person that engages in any activity, or owns or
                controls a significant interest in any person that engages in any
                activity, in the voyage, chartering and time chartering of crude
                oil
                tankers; provided
                that a Competitor shall not include any person who the Board has
                deemed,
                through its prior written approval, not to be a
                Competitor.

            


    

     

     

    
      	4.6  	
              Records
                

            


    

     

    All
      memoranda, books, records, documents, papers, plans, information, letters,
      computer software and hardware, electronic records and other data relating
      to
      Confidential Information, whether prepared by Executive or otherwise, in
      Executive’s possession shall be and remain the exclusive property of Employer
      and/or the Parent Company, and Executive shall not directly or indirectly assert
      any interest or property rights therein. Upon termination of employment with
      Employer for any reason, and upon the request of Employer at any time, Executive
      will immediately deliver to Employer all such memoranda, books, records,
      documents, papers, plans, information, letters, computer software and hardware,
      electronic records and other data, and all copies thereof or therefrom, and
      Executive will not retain, or cause or permit to be retained, any copies or
      other embodiments of such materials.

     

    
      	4.7  	
              Specific
                Performance 

            


    

     

    Executive
      agrees that any breach by Executive of any of the provisions of this Section
      4
      shall cause irreparable harm to Employer that could not be adequately
      compensated by monetary damages and that, in the event of such a breach,
      Executive shall waive the defence in any action for specific performance that
      a
      remedy at law would be adequate, and Employer shall be entitled to
      (a) specifically enforce the terms and provisions of this Section 4 without
      the necessity of proving actual damages or posting any bond or providing prior
      notice and (b) cease making any payments or providing any benefit otherwise
      required by this Agreement (including payments under Section 3), in each case
      in
      addition to any other remedy to which Employer may be entitled at law or in
      equity. Without limiting the generality of the foregoing, in any proceeding
      in
      which Employer seeks enforcement of this Agreement or seeks relief from
      Executive’s violation of this Agreement and Employer prevails in such
      proceeding, Employer shall be entitled to recover from Executive all litigation
      costs and attorneys’ fees and expenses incurred by Employer in any suit, action
      or proceeding arising out of or relating to this Agreement.

     

    
      	4.8  	
              Executive
                Representations and Warranties


            


    

     

    Executive
      represents and warrants to Employer that the execution and delivery of this
      Agreement by Executive and the performance by Executive of Executive’s duties
      hereunder shall not constitute a breach of, or otherwise contravene, or conflict
      with the terms of any contract, agreement, arrangement, policy or understanding
      to which Executive is a party or otherwise bound.

     

     

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	4.9  	
              Cooperation
                

            


    

     

    Following
      the termination of Executive’s employment, Executive shall provide reasonable
      assistance to and cooperation with Employer in connection with any suit, action
      or proceeding (or any appeal therefrom) relating to acts or omissions that
      occurred during the period of Executive’s employment with Employer. Employer
      shall reimburse Executive for any reasonable expenses incurred by Executive
      in
      connection with the provision of such assistance and cooperation.

     

     

    5.  MISCELLANEOUS

     

    
      	5.1  	
              Assignment
                

            


    

     

    This
      Agreement is personal to Executive and shall not be assignable by Executive.
      The
      parties agree that any attempt by Executive to delegate Executive’s duties
      hereunder shall be null and void. Employer may assign this Agreement and its
      rights and obligations thereunder, in whole or in part, to any person that
      is an
      affiliate, or a successor in interest to substantially all the business or
      assets, of Employer or Parent Company. Upon such assignment, the rights and
      obligations of Employer hereunder shall become the rights and obligations of
      such affiliate or successor person, and Executive agrees that Employer shall
      be
      released and novated from any and all further liability hereunder. For purposes
      of this Agreement, the term “Employer” shall mean Employer as hereinbefore
      defined in the recitals to this Agreement and any permitted assignee to which
      this Agreement is assigned.

     

    
      	5.2  	
              Successors
                

            


    

     

    This
      Agreement shall be binding upon and shall inure to the benefit of the successors
      and permitted assigns of Employer and the personal and legal representatives,
      executors, administrators, successors, distributees, devisees and legatees
      of
      Executive. Executive acknowledges and agrees that all Executive’s covenants and
      obligations to Employer, as well as the rights of Employer under this Agreement,
      shall run in favor of and will be enforceable by Employer, its affiliates and
      their successors and permitted assigns.

     

    
      	5.3  	
              Entire
                Agreement 

            


    

     

    This
      Agreement contains the entire understanding of Executive, on the one hand,
      and
      Employer on the other hand, with respect to the subject matter hereof, and
      all
      oral or written agreements or representations, express or implied, with respect
      to the subject matter hereof are set forth in this Agreement.

     

    
      	5.4  	
              Amendment
                

            


    

     

    This
      Agreement may not be altered, modified or amended except by written instrument
      signed by the parties hereto.

     

    


     

    
      
        12

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    
      	5.5  	
              Notice
                

            


    

     

    All
      notices, requests, demands and other communications required or permitted to
      be
      given under the terms of this Agreement shall be in writing and shall be deemed
      to have been duly given when delivered by hand or overnight courier, return
      receipt requested, postage prepaid, addressed to the other party as set forth
      below:

     

    


     

    
      	
              If
                to Employer:

            	
              Tankers
                Services AS

              P.O.
                Box 2039 Vika, 0125 Oslo, Norway.

              Attn:
                Board of Directors

            
	
              If
                to Executive:

            	
              Eirik
                Ubøe

              Jacob
                Neumannsvei 42

               

              1384
                Asker, Norway

               

            


    

     

    The
      parties may change the address to which notices under this Agreement shall
      be
      sent by providing written notice to the other in the manner specified
      above.

     

    
      	5.6  	
              Governing
                Law; Jurisdiction; 

            


    

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      Norway, and both Employer and Executive submit to the exclusive jurisdiction
      of
      the Oslo District Court in all matters arising out of or in connection with
      this
      Agreement.

     

    
      	5.7  	
              Severability
                

            


    

     

    If
      any
      term, provision, covenant or condition of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable in any
      jurisdiction, then such provision, covenant or condition 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 and shall in no way
      be
      affected, impaired or invalidated.

     

    
      	5.8  	
              Survival
                

            


    

     

    Subject
      to Section 1.1 the rights and obligations of Employer and Executive under the
      provisions of this Agreement, including Section 4 and 5 of this Agreement,
      shall survive and remain binding and enforceable, notwithstanding any
      termination of Executive’s employment with Employer for any reason, to the
      extent necessary to preserve the intended benefits of such
      provisions.

     

    
      	5.9  	
              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.

     

     

     

    
      
        13

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	5.10  	
              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.

     

    
      	5.11  	
              Construction
                

            


    

     

    
      	a.  	
              The
                headings in this Agreement are for convenience only, are not a part
                of
                this Agreement and shall not affect the construction of the provisions
                of
                this Agreement.

            


    

     

    
      	b.  	
              For
                purposes of this Agreement, the words “include” and “including”, and
                variations thereof, shall not be deemed to be terms of limitation
                but
                rather will be deemed to be followed by the words “without
                limitation”.

            


    

     

    
      	c.  	
              For
                purposes of this Agreement, the term “person” means any individual,
                partnership, company, corporation or other entity of any
                kind.

            


    

     

    
      	d.  	
              For
                purposes of this Agreement, the term “affiliate”, with respect to any
                person, means any other person that controls, is controlled by or
                is under
                common control with such person.

            


    

     

    


     

    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
      first written above.

     

    


     

    TANKERS
      SERVICES AS

    


    


    by

    


       
 /s/
      Ole Jacob
      Diesen                   


            
      Name: 

                    
      Title: 

    


    


    EIRIK
      UBØE,

    


    


           
       /s/
      Eirik
      Ubøe                               


     

    14