ex10-1.htm


     

    Exhibit
10.1

     

    
      EMPLOYMENT
AGREEMENT (this “Agreement”) dated as
of 16 April 2008, between DOUBLE HULL TANKERS, INC., a corporation incorporated
under the laws of the Republic of the Marshall Islands (“Employer”), and OLE
JACOB DIESEN, an individual (“Executive”).

       

      WHEREAS
Employer desires to employ Executive as its Chief Executive Officer;
and

       

      WHEREAS
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:

       

       

      ARTICLE I

       

      Employment

       

      SECTION
1.01.  Effectiveness.  This
Agreement shall become effective on and from 16 April 2008.

       

      SECTION
1.02.  Term.  The
term of Executive’s employment under this Agreement (the “Term”) shall commence
on 16 April 2008 (the “Commencement
Date”), and, unless earlier
terminated pursuant to the provisions of Article III, shall continue for an
indefinite term unless and until terminated by either party giving to the other
not less than six months’ prior written notice.

       

      SECTION
1.03.  Position.  During
the Term, Employer shall employ Executive, and Executive shall serve, as Chief
Executive Officer, reporting to the Board of Directors of Employer (the “Board”).  Executive
shall have the duties, responsibilities and authority as are typical for such
position at companies of comparable size to Employer and within Employer’s
industry, 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.

       

      SECTION
1.04.  Time
and Effort.  Executive shall serve Employer faithfully,
loyally, honestly and to the best of Executive’s ability.  Executive
shall perform all duties required of him as Chief Executive
Officer.  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.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      SECTION
1.05.  Location and
Travel.  During the Term, Executive shall be physically present
at Employer’s offices in St. Helier, Jersey, Channel Islands when discussing,
deliberating over or making any material decision regarding or affecting
Employer or its business or affairs (whether or not such activity includes or
involves the Board), as determined by the Board in its
discretion.  Executive acknowledges and agrees that his duties and
responsibilities to Employer will require him to travel worldwide from time to
time, including to Employer’s offices in the Channel Islands.

       

       

      ARTICLE
II

       

      Compensation

       

      SECTION
2.01.  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 $600,000, payable monthly to a bank account specified
by Executive.  Executive’s Salary shall be reviewed on each
anniversary of the Commencement Date.  The undertaking of a salary
review does not confer a contractual right (whether express or implied) to any
increase in Salary, and an increase in Salary in one year will not guarantee an
increase in Salary in any subsequent year or years.

       

      SECTION
2.02.  Annual
Bonus.  During the Term, Executive shall be eligible to receive
an annual cash bonus in such amount and subject to such terms and conditions as
the Board may determine in its discretion.  The annual bonus shall be
between 0 and 100% of Executive’s annual Salary and shall be targeted at
50%.  Executive shall be eligible for an annual bonus for the whole of
2008, notwithstanding that his employment under this Agreement commenced on the
Commencement Date.

       

      SECTION
2.03.  Equity
Awards.  During the Term, Executive shall be eligible to
receive awards of equity interests in Employer according to Employer’s Long Term
Incentive Plan approved by the Board.

       

      SECTION
2.04.  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.

       

      SECTION
2.05.  Vacation.  During
each calendar year of the Term, Executive shall be entitled to five weeks of
paid vacation from Employer, pro rated for any partial calendar year (in
addition to normal public holidays in his normal place of
residence).

       

       

       

      
        
          
          

        

        
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      SECTION
2.06.  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.

       

      SECTION
2.07.  Establishment
Costs.  Employer shall meet all reasonable costs incurred by
Executive relating to premises for establishing himself in
Switzerland.

       

      SECTION
2.08.  Withholdings.
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.

       

       

      ARTICLE
III

       

      Termination

       

      SECTION
3.01.  General; Exclusive
Rights.  Executive’s employment with Employer may be terminated
by Executive or Employer in accordance with Section 1.02 or by Employer for
Cause.  Following termination of Executive’s employment, whether by
Employer or Executive, 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 set forth in this Article III.

       

      SECTION
3.02.  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 date of
termination that remains unpaid as of such date and (b) reimbursement of any
unreimbursed business expenses incurred by Executive prior to the date of
termination to the extent such expenses are reimbursable under Section 2.06 (all
such amounts, the “Accrued Rights”).

       

      SECTION
3.03.  Termination by Employer
Other Than for Cause.  (a)  If Employer elects to
terminate Executive’s employment for any reason other than Cause (as defined
below) or for Death or Disability (as defined below), then in addition to
Executive’s right to notice pursuant to Section 1.02 (A) Employer shall pay to
Executive within 30 days of the effective date of Executive’s termination of
employment a lump sum equal to one year’s Salary and (B) all outstanding
equity-based compensation granted to Executive shall vest and become exercisable
on the effective date of Executive’s termination of employment, subject to the
other terms and conditions of such grants, provided that
Employer shall not be obligated to make any payment under this Section 3.03, 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
(other than Executive’s rights under this clause (a)), 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 Article IV.

       

       

      
        
          
          

        

        
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      (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, (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 under the laws of the United
States of America (“USA”) (or the equivalent thereof in any jurisdiction), (iv)
Executive’s gross negligence or willful 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 Article IV of this
Agreement.

       

      SECTION
3.04. Termination upon
Death or Disability. (a)  Executive’s employment with Employer
shall terminate immediately upon Executive’s death or Disability (as defined
below) with no requirement for notice in accordance with Section
1.02.  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.

       

      (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.

       

      SECTION
3.05.  Change of Control.
(a)  In the event that Executive gives notice (in accordance with Section
1.02) to terminate his employment for Good Reason within six months following a
Change of Control, (A) Executive shall be entitled to receive within 30 days of
the effective date of Executive’s termination of employment a lump sum equal to
one year’s Salary and all outstanding equity-based compensation granted to
Executive shall vest and become exercisable on the effective date of Executive’s
termination of employment, subject to the other terms and conditions of such
grants and (B) Employer may, if the Board determines in its discretion that
Executive has made a substantial contribution to the event constituting the
Change of Control, award to Executive a further lump sum up to one year’s
Salary, payable (if at all) within 30 days of the effective date of Executive’s
termination of employment, provided that
Employer shall not be obligated to make any payment under this Section 3.05, 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
(other than Executive’s rights under this Section 3.05), 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 Article IV.

       

       

       

      
        
          
          

        

        
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      (b)  For
purposes of this Agreement, the term

       

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

       

      (A) the
consummation of (1) a merger, consolidation, statutory share exchange or similar
form of corporate transaction involving (x) Employer or (y) any entity in
which Employer, 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 Employer 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
Employer to an entity that is not an affiliate (a “Sale”) if such Reorganization
or Sale requires the approval of Employer’s stockholders under the law of
Employer’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 of the USA (or a successor rule thereto)) of the Shares or other securities
eligible to vote for the election of the Board (collectively, the “Employer
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 Employer or all
or substantially all Employer’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 Employer 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 Employer
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 Employer approve a plan of complete liquidation or dissolution
of Employer; or

       

      (C) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act of the USA, respectively) (other than Employer or an affiliate)
becomes the beneficial owner, directly or indirectly, of securities of Employer
representing 50% or more of the then outstanding Employer Voting Securities;
provided that
for purposes of this subparagraph (C), any acquisition directly from Employer
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 by Employer 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 1.05 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).

       

       

      ARTICLE
IV

       

      Executive
Covenants

       

      SECTION
4.01.  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 honor the provisions and
covenants of, this Article IV.  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 honor and comply with, the provisions and covenants contained in this
Article IV following the Commencement Date.

       

       

      
        
          
          

        

        
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      SECTION
4.02.  Scope
of Covenants.  For purposes of this Article IV, the term
“Employer” includes Employer’s affiliates, and its and their predecessors,
successors and assigns.

       

      SECTION
4.03.  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 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 (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 relating to the business, operations, products or services of
Employer 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),
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, 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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      SECTION
4.04.  Non-Disparagement.  After
the date hereof, Executive shall not, whether in writing or orally, criticize or
disparage Employer, its business or any of its customers, clients, suppliers or
vendors or any of its 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.

       

      SECTION
4.05.  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) (A)
solicit any person that is a customer or client (or prospective customer or
client) of Employer or any of its affiliates to purchase any goods or services
of the type sold by Employer or any of its affiliates from any person other than
Employer or any of its affiliates or to reduce or refrain from doing (or
otherwise change the terms or conditions of) any business with Employer or any
of its affiliates, (B) interfere with or damage (or attempt to interfere with or
damage) any relationship between Employer or any of its affiliates and their
respective employees, customers, clients, vendors or suppliers (or any person
that Employer or any of its 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.

       

      (b)  For
purposes of this Agreement, the term “Restricted Period”
shall mean a period commencing on the date of the Commencement Date and
terminating one year from the date Executive ceases to be an employee of
Employer for any reason.  The Restricted Period shall be deemed
automatically extended by any period in which Executive is in violation of this
Section 4.05.

       

      (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.

       

       

      
        
          
          

        

        
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      SECTION
4.06.  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 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.

       

      SECTION
4.07.  Specific
Performance.  Executive agrees that any breach by Executive of
any of the provisions of this Article IV 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 defense in any action
for injunctive relief that a remedy at law would be adequate, and Employer shall
be entitled to (a) enforce the terms and provisions of this Article IV 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 3.03), 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.

       

      SECTION
4.08.  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.

       

      SECTION
4.09.  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.

       

       

      
        
          
          

        

        
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      ARTICLE
V

       

      Miscellaneous

       

      SECTION
5.01.  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.  Executive shall have no claim against Employer if this
Agreement is terminated by reason of the liquidation of Employer for the purpose
of reconstruction or amalgamation and Executive is offered employment with any
concern or undertaking resulting from such reconstruction or amalgamation on
terms which are materially the same as the terms of this
Agreement.  For the avoidance of doubt, nothing herein shall prejudice
Executive’s rights pursuant to Section 3.05.

       

      SECTION
5.02.  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.

       

      SECTION
5.03.  Entire
Agreement.  This Agreement contains the entire understanding of
Executive, on the one hand, and Employer and its affiliates, 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.

       

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

       

      SECTION
5.05.  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:

                          	
                            Double
      Hull Tankers, Inc.

                            26
      New Street

                            St.
      Helier, Jersey JE23RA

                            Channel
      Islands

                            Attn:  Board
      of
Directors

                          


                  

                

              

            

          

        

      

      


       

       

      
        
          
          

        

        
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                              If
      to Executive:

                            	
                              Ole
      Jacob Diesen

                              Krags
      Vei 10

                              0783
      Oslo

                            


                    

                  

                

              

            

          

        

         

      

      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.

       

      SECTION
5.06.  Governing Law;
Jurisdiction.  This Agreement shall be governed by and
interpreted in accordance with English law, and the parties hereby submit to the
jurisdiction of the courts of England and Wales.

       

      SECTION
5.07.  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.

       

      SECTION
5.08.  Survival.  Subject
to Section 1.01, the rights and obligations of Employer and Executive under the
provisions of this Agreement, including Articles IV and V 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.

       

      SECTION
5.09.  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.

       

      SECTION
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.

       

      SECTION
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”.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      (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.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    DOUBLE
      HULL TANKERS, INC.,

                                  
	 
	 
	
                                    by

                                  
	 
      	
                                    /s/
       Rolf A. Wikborg

                                  
	 
      	
                                    Name:

                                  	
                                    Rolf A.
      Wikborg

                                  
	 
      	
                                    Title:

                                  	
                                    Chairperson
      Compensation
Committee

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    OLE
      JACOB DIESEN,

                                  
	 
	 
      
	 
      	
                                    /s/ 
      Ole Jacob
Diesen