ex10-1.htm


    
      Exhibit
10.1

       

      INDEMNIFICATION
AGREEMENT (the “Agreement”) effective
from March 1, 2010 between DHT Holdings, Inc., a corporation incorporated
under the laws of the Republic of the Marshall Islands (the “Corporation”), and
Ole Jacob Diesen, an individual (the “Covered
Person”).

      


      WHEREAS, the Corporation desires to
employ the Covered Person as its Chief Executive Officer upon the consummation
of a series of transactions that resulted in the Corporation becoming the
publicly held parent company of DHT Maritime, Inc.; and

      


      WHEREAS, the Covered Person is willing
to serve as the Chief Executive Officer pursuant to the terms of an employment
agreement between the Corporation and the Covered Person and this
Agreement.

      


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

      


      ARTICLE
I

      


      INDEMNIFICATION

      


      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, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
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 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, while a director or
officer of the Corporation, is or was serving at the request of the Corporation
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 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 and shall in no way be affected, impaired
or invalidated.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      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, 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.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of March 1, 2010.

      


      


      
        	 
      	
                DHT
      HOLDINGS, INC.,

              
	 
      	 
      
	 	 	by 
      	 
	 
      	 
      	 	 /s/
      Erik Lind 
	 
      	 
      	 
      	
                Erik
      Lind, on behalf of the

                Board
      of Directors of DHT

                Holdings,
      Inc.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 /s/ Ole
      Jacob Diesen 
	 
      	 
      	 
      	
                Ole
      Jacob Diesen

              


      

      


       

      
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