Exhibit
4.3


 


OVERSEAS
SHIPHOLDING GROUP, INC.


NON-EMPLOYEE
DIRECTOR INCENTIVE COMPENSATION PLAN


 


(as
amended with shareholder approval)


 


(effective
as of May 28, 2020)


 


1.
Purpose of the Plan


 


This
Plan is intended to promote the interests of the Company and its shareholders by providing certain non-employee directors of the
Company, who are largely responsible for the management, growth and protection of the business of the Company, with incentives
and rewards to encourage them to continue in the service of the Company.


 


2.
Definitions


 


As
used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms
indicated below:


 


(a)
“Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the specified Person.


 


(b)
“Award Agreement” means a written agreement, in a form determined by the Committee from time to time, entered into
by each Participant and the Company, evidencing the grant of an Incentive Award under the Plan.


 


(c)
“Board of Directors” means the Board of Directors of OSG.


 


(d)
“Cash Incentive Award” means an award granted to a Participant pursuant to Section 8 of the Plan.


 


(e)
“Change in Control” means (i) any one Person, or more than one Person acting as a group (as defined under Treasury
Regulation § 1.409A-3(i)(5)(v)(B)), other than OSG or any employee benefit plan sponsored by OSG, acquires ownership of stock
of OSG that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total fair market
value or total Voting Power of the stock of OSG; or (ii) any one Person, or more than one Person acting as a group (as defined
under Treasury Regulation § 1.409A-3(i)(5)(v)(B)) other than OSG or any employee benefit plan sponsored by OSG acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership
of stock of OSG possessing thirty percent (30%) or more of the total Voting Power of the stock of OSG; or (iii) a majority of
members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Board of Directors before the date of each appointment or election; or (iv) any one Person,
or more than one Person acting as a group (as defined in Treasury Regulation § 1.409A- 3(i)(5)(v)(B)) acquires (or has acquired
during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company
that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all
of the assets of the Company immediately before such acquisition or acquisitions. For purposes of subsection (iv), gross fair
market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard
to any liabilities associated with such assets. The foregoing subsections (i) through (iv) shall be interpreted in a manner that
is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions
or events that could qualify as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5)(i)
will be deemed to be a Change in Control for purposes of this Plan.


 


(f)
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations
and administrative guidance issued thereunder.


 




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(g)
“Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors
shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned
to the Committee under the terms of the Plan.


 


(h)
“Common Stock” means OSG’s Class A common stock, $0.01 par value per share, or any other security into which
the common stock shall be changed pursuant to the adjustment provisions of Section 9 of the Plan.


 


(i)
“Company” means Overseas Shipholding Group, Inc. and all of its Subsidiaries, collectively.


 


(j)
“Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time
that provides opportunities for deferral of compensation.


 


(k)
“Effective Date” means the date the Plan is adopted.


 


(l)
“Employment” means the period during which an individual is classified or treated by the Company as a non-employee
director of the Company.


 


(m)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(n)
“Fair Market Value” means, with respect to a share of Common Stock, the value as determined by the Committee in its
sole discretion using the appropriate means for determining such value as provided in Treasury Regulation Section 1.409A-1(b)(5)(iv).
If the Common Stock is readily tradeable on an established securities market the Fair Market Value of the Common Stock shall be
determined by the Committee in a manner that complies with Treasury Regulation Section 1.409A-1(b)(5)(iv) (A). If the Common Stock
is not readily tradeable on an established securities market the Fair Market Value of the Common Stock shall be determined by
the Committee in a manner that complies with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).


 


(o)
“Incentive Award” means one or more Stock Incentive Awards and/or Cash Incentive Awards, collectively.


 


(p)
“Option” means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.


 


(q)
“OSG” means Overseas Shipholding Group, Inc., a Delaware corporation (and any successor thereto).


 


(r)
“Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7.


 


(s)
“Participant” means a non-employee director of the Company who is eligible to participate in the Plan and to whom
one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following
the death of any such Person, his or her successors, heirs, executors and administrators, as the case may be.


 


(t)
“Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including
any “group” within the meaning of Section 13(d)(3) under the Exchange Act.


 


(u)
“Plan” means the Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan, as it may be
amended from time to time.


 


(v)
“Securities Act” means the Securities Act of 1933, as amended.


 




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(w)
“Stock Incentive Award” means an Option or Other Stock-Based Award granted pursuant to the terms of the Plan.


 


(x)
“Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act. (y) “Target
Award” means target payout amount for an Incentive Award.


 


(z)
“Voting Power” means the number of votes available to be cast (determined by reference to the maximum number of votes
entitled to be cast by the holders of Voting Securities upon any matter submitted to shareholders where the holders of all Voting
Securities vote together as a single class) by the holders of Voting Securities.


 


(aa)
“Voting Securities” means any securities or other ownership interests of an entity entitled, or which may be entitled,
to vote on the election of directors, or securities or other ownership interests which are convertible into, or exercisable in
exchange for, such Voting Securities, whether or not subject to the passage of time or any contingency.


 


3.
Stock Subject to the Plan and Limitations on Awards


 








	 	(a)	Stock Subject to the Plan
	 	 	 
	 	 	The maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the Plan shall not exceed 3,550,000 shares of Common Stock in the aggregate. The maximum number of shares referred to in the preceding sentences of this Section 3(a) shall be subject to adjustment as provided in Section 9. Shares of Common Stock issued under the Plan may be either authorized and unissued shares, treasury shares, shares purchased by the Company in the open market, or any combination of the preceding categories as the Committee determines in its sole discretion.
	 	 	 
	 	(b)	For purposes of the preceding paragraph, shares of Common Stock covered by Incentive Awards shall only be counted as used to the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan; provided, however, that if shares of Common Stock are withheld to pay the exercise price of an Option or to satisfy any tax withholding requirement in connection with an Incentive Award, both the shares issued (if any), and the shares withheld, will be deemed delivered for purposes of determining the number of shares of Common Stock that are available for delivery under the Plan. In addition, if shares of Common Stock are issued subject to conditions which may result in the forfeiture, cancellation or return of such shares to the Company, any portion of the shares forfeited, cancelled or returned shall be treated as not issued pursuant to the Plan. In addition, if shares of Common Stock owned by a Participant (or such Participant’s permitted transferees as described in the Plan) are tendered (either actually or through attestation) to the Company in payment of any obligation in connection with an Incentive Award, the number of shares tendered shall be added to the number of shares of Common Stock that are available for delivery under the Plan. Shares of Common Stock covered by Incentive Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3.
	 	 	 
	 	(c)	Individual Award Limits
	 	 	 
	 	 	Subject to adjustment as provided in Section 9, the maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the Plan to any Participant in any calendar year shall not exceed 100,000 shares. For this purpose, the number of shares “covered by” an Incentive Award shall be the maximum number of shares that may be required to be delivered in settlement of that Incentive Award. The amount payable to any Participant with respect to any calendar year for all Cash Incentive Awards shall not exceed $1,000,000. For purposes of the preceding sentence, the phrase “amount payable with respect to any calendar year” means the amount of cash, or value of other property, required to be paid in a calendar year, disregarding any deferral pursuant to the terms of a Deferred Compensation Plan.




 




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4.
Administration of the Plan


 


The
Plan shall be administered by a Committee of the Board of Directors consisting of two or more Persons, each of whom qualifies
as a “non-employee director” (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act),
an “outside director” within the meaning of Treasury Regulation Section 1.162-27(e)(3) and as “independent”
as required by NYSE or any security exchange on which the Common Stock is listed, in each case if and to the extent required by
applicable law or necessary to meet the requirements of such Rule, Section or listing requirement at the time of determination.
From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with
or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The
Committee shall, consistent with the terms of the Plan, from time to time designate those individuals who shall be granted Incentive
Awards under the Plan and the amount, type and other terms and conditions of such Incentive Awards. All of the powers and responsibilities
of the Committee under the Plan may be delegated by the Committee, in writing, to any subcommittee thereof, in which case the
acts of such subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may also from time to time authorize
a subcommittee consisting of one or more members of the Board of Directors (including members who are employees of the Company)
or employees of the Company to grant Incentive Awards to Persons who are not “executive officers” of the Company (within
the meaning of Rule 16a-1 under the Exchange Act), subject to such restrictions and limitations as the Committee may specify and
to the requirements of Section 157 of the Delaware General Corporation Law.


 


The
Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe
any and all provisions of the Plan and any Award Agreement thereunder, and to adopt, amend and rescind from time to time such
rules and regulations for the administration of the Plan, including rules and regulations related to sub-plans established for
the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws,
as the Committee may deem necessary or appropriate. Decisions of the Committee shall be final, binding and conclusive on all parties.
For the avoidance of doubt, the Committee may exercise all discretion granted to it under the Plan in a non-uniform manner among
Participants.


 


The
Committee may delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s)
may have the authority to execute and distribute Award Agreements, to maintain records relating to Incentive Awards, to process
or oversee the issuance of Common Stock under Incentive Awards, to interpret and administer the terms of Incentive Awards, and
to take such other actions as may be necessary or appropriate for the administration of the Plan and of Incentive Awards under
the Plan, provided that in no case shall any such administrator be authorized (i) to grant Incentive Awards under the Plan (except
in connection with any delegation made by the Committee pursuant to the first paragraph of this Section 4), (ii) to take any action
inconsistent with Section 409A of the Code or (iii) to take any action inconsistent with applicable provisions of the Delaware
General Corporation Law. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes
to have been taken by the Committee and, except as otherwise specifically provided, references in this Plan to the Committee shall
include any such administrator. The Committee and, to the extent it so provides, any subcommittee, shall have sole authority to
determine whether to review any actions and/or interpretations of any such administrator, and if the Committee shall decide to
conduct such a review, any such actions and/or interpretations of any such administrator shall be subject to approval, disapproval,
or modification by the Committee.


 


On
or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive
Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including,
without limitation, extending the period following a termination of a Participant’s Employment during which any such Incentive
Award may remain outstanding,(iii) waive any conditions to the vesting, exercisability or transferability, as the case may be,
of any such Incentive Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Incentive
Award, provided, however, that no dividends or dividend equivalents may be paid or credited with respect to shares of Common Stock
subject to Options or stock appreciation rights; further provided, that the Committee shall not have any such authority
to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code.In the event that
the Committee provides for the payment of dividends or dividend equivalents with respect to an unvested Incentive Award (other
than Options or stock appreciation rights), such payment may accrue but shall not be paid prior to and only to the extent, that
such Incentive Award becomes vested. If the Participant does not satisfy the vesting conditions provided in the Participant’s
Award Agreement such unvested Incentive Award is forfeited along with any dividend or dividend equivalents accrued with respect
to such Incentive Award. Notwithstanding anything herein to the contrary, the Company shall not reprice any stock option (within
the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other formal or informal guidance
issued by the New York Stock Exchange) without the approval of the shareholders of OSG.


 




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The
Company shall pay any amount payable with respect to an Incentive Award in accordance with the terms of such Incentive Award,
provided that the Committee may, in its discretion, defer, or give a Participant the election to defer, the payment of amounts
payable with respect to an Incentive Award subject to and in accordance with the terms of a Deferred Compensation Plan.


 


No
member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and OSG shall indemnify
and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating
to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission
or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such
member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.


 


5.
Eligibility


 


The
Persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be those non-employee directors of the Company
whom the Committee shall select from time to time. Each Incentive Award granted under the Plan shall be evidenced by an Award
Agreement.


 


6.
Options


 


The
Committee may from time to time grant Options on such terms as it shall determine, subject to the terms and conditions set forth
in the Plan.


 


(a)
Exercise Price


 


The
exercise price per share of Common Stock covered by any Option shall be not less than 100% of the Fair Market Value of a share
of Common Stock on the date on which such Option is granted.


 


(b)
Term and Exercise of Options


 


(1)
Each Option shall become vested and exercisable on such date or dates, during such period and for such number of shares of Common
Stock as shall be determined by the Committee on or after the date such Option is granted; provided, however that
no Option shall be exercisable after the expiration of ten years from the date such Option is granted; and, provided, further,
that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan or the Award Agreement.


 


(2)
Each Option shall be exercisable in whole or in part; provided, however that no partial exercise of an Option shall
be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination
or cancellation of the remaining portion thereof.


 


(3)
An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation
through net physical settlement or other method of cashless exercise.


 




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7.
Other Stock-Based Awards


 


The
Committee may from time to time grant equity-based or equity-related awards not otherwise described herein in such amounts and
on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. Without limiting the generality
of the preceding sentence, each such Other Stock-Based Award may (i) involve the transfer of actual shares of Common Stock to
Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of shares
of Common Stock, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation
rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated
performance units, and (iv) be designed to comply with applicable laws of jurisdictions other than the United States; provided,
that each Other Stock-Based Award shall be denominated in, or shall have a value determined by reference to, a number of shares
of Common Stock that is specified at the time of the grant of such Incentive Award.


 


8.
Cash Incentive Awards


 


The
Committee may from time to time grant Cash Incentive Awards on such terms as it shall determine, subject to the terms and conditions
set forth in the Plan. Cash Incentive Awards may be settled in cash or in other property, including shares of Common Stock, provided
that the term “Cash Incentive Award” shall exclude any Option or Other Stock-Based Award.


 


9.
Adjustment Upon Certain Changes


 


Subject
to any action by the shareholders of OSG required by law, applicable tax rules or the rules of any exchange on which shares of
common stock of OSG are listed for trading:


 


(a)
Shares Available for Grants


 


In
the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization,
merger, consolidation, combination or exchange of shares or similar corporate change, the maximum aggregate number of shares of
Common Stock with respect to which the Committee may grant Incentive Awards and the maximum aggregate number of shares of Common
Stock with respect to which the Committee may grant Incentive Awards to any individual Participant in any year shall be appropriately
adjusted or substituted by the Committee. In the event of any change in the number of shares of Common Stock of OSG outstanding
by reason of any other event or transaction, the Committee shall, to the extent deemed appropriate by the Committee, make such
adjustments to the type or number of shares of Common Stock with respect to which Incentive Awards may be granted.


 


(b)
Increase or Decrease in Issued Shares Without Consideration


 


In
the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation
of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or
decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall,
to the extent deemed appropriate by the Committee, adjust the type or number of shares of Common Stock subject to each outstanding
Incentive Award and the exercise price per share of Common Stock of each such Incentive Award.


 


(c)
Certain Mergers and Other Transactions


 


In
the event of any merger, consolidation or similar transaction as a result of which the holders of shares of Common Stock receive
consideration consisting exclusively of securities of the surviving corporation in such transaction, the Committee shall, to the
extent deemed appropriate by the Committee, adjust each Incentive Award outstanding on the date of such merger or consolidation
so that it pertains and applies to the securities which a holder of the number of shares of Common Stock subject to such Incentive
Award would have received in such merger or consolidation.


 




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In
the event of (i) a dissolution or liquidation of OSG, (ii) a sale of all or substantially all of the Company’s assets (on
a consolidated basis), (iii) a merger, consolidation or similar transaction involving OSG in which the holders of shares of Common
Stock receive securities and/or other property, including cash, other than shares of the surviving corporation in such transaction,
the Committee shall, to the extent deemed appropriate by the Committee, have the power to:


 


(i)
cancel, effective immediately prior to the occurrence of such event, each Incentive Award (whether or not then exercisable or
vested), and, in full consideration of such cancellation, pay to the Participant to whom such Incentive Award was granted an amount
in cash, for each share of Common Stock subject to such Incentive Award, equal to the value, as determined by the Committee, of
such Incentive Award, provided that with respect to any outstanding Option such value shall be equal to the excess of (A) the
value, as determined by the Committee, of the property (including cash) received by the holder of a share of Common Stock as a
result of such event over (B) the exercise price of such Option; or


 


(ii)
provide for the exchange of each Incentive Award (whether or not then exercisable or vested) for an Incentive Award with respect
to (A) some or all of the property which a holder of the number of shares of Common Stock subject to such Incentive Award would
have received in such transaction or (B) securities of the acquiror or surviving entity and, incident thereto, make an equitable
adjustment as determined by the Committee in the exercise price of the Incentive Award, or the number of shares or amount of property
subject to the Incentive Award or provide for a payment (in cash or other property) to the Participant to whom such Incentive
Award was granted in partial consideration for the exchange of the Incentive Award.


 


(d)
Other Changes


 


In
the event of any change in the capitalization of OSG or corporate change other than those specifically referred to in Sections
9(b), (c) or (d), the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the number
and class of shares subject to Incentive Awards outstanding on the date on which such change occurs and in such other terms of
such Incentive Awards as the Committee may consider appropriate.


 


(e)
Cash Incentive Awards


 


In
the event of any transaction or event described in this Section 9, including without limitation any corporate change referred
to in paragraph (e) hereof, the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the
terms and conditions of any Cash Incentive Award.


 


(f)
No Other Rights


 


Except
as expressly provided in the Plan or any Award Agreement, no Participant shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividends or dividend equivalents, any increase or decrease
in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of OSG or any other corporation.
Except as expressly provided in the Plan, no issuance by OSG of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or
amount of other property subject to, or the terms related to, any Incentive Award.


 


(g)
Savings Clause


 


No
provision of this Section 9 shall be given effect to the extent that such provision would cause any tax to become due under Section
409A of the Code.


 


Furthermore,
no provision of this Section 9 shall be given effect to the extent such provision would result in short-swing profits liability
under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act.


 




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10.
Change in Control; Termination of Employment


 


(a)
Change in Control


 


The
consequences of a Change in Control, if any, will be set forth in the Award Agreement in addition to what is provided in this
Section 10.


 


(b)
Termination of Employment


 


(1)
Except as to any awards constituting stock rights subject to Section 409A of the Code, termination of Employment shall mean a
separation from service within the meaning of Section 409A of the Code. The Employment of a Participant with the Company shall
be deemed to have terminated for all purposes of the Plan if such Person is employed by or provides services to a Person that
is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise.
Without limiting the generality of the foregoing, the Committee shall determine whether an authorized leave of absence, or absence
in military or government service, shall constitute termination of Employment. Furthermore, no payment shall be made with respect
to any Incentive Awards under the Plan that are subject to Section 409A of the Code as a result of any such authorized leave of
absence or absence in military or government service unless such authorized leave or absence constitutes a separation from service
for purposes of Section 409A of the Code.


 


(2)
The Award Agreement shall specify the consequences with respect to such Option of the termination of Employment of the Participant
holding the Option.


 


11.
Cash Buyouts.


 


Unless
approved by the shareholders of OSG, there shall be no cash buyout permitted for an Option or stock appreciation right granted
under the terms of this Plan if the Fair Market Value of the Common Stock underlying such Option or stock appreciation right is
less than or equal to the Fair Market Value on the date such Option or stock appreciation right was granted.


 


12.
Rights Under the Plan


 


No
Person shall have any rights as a shareholder with respect to any shares of Common Stock covered by or relating to any Incentive
Award until the date of the issuance of such shares on the books and records of OSG. Except as otherwise expressly provided in
Section 9 hereof, no adjustment of any Incentive Award shall be made for dividends or other rights for which the record date occurs
prior to the date of such issuance. Nothing in this Section 12 is intended, or should be construed, to limit authority of the
Committee to cause the Company to make payments based on the dividends that would be payable with respect to any share of Common
Stock if it were issued or outstanding, or from granting rights related to such dividends.


 


The
Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments
under the Plan. To the extent any Person acquires any rights to receive payments hereunder from the Company, such rights shall
be no greater than those of an unsecured creditor.


 


13.
No Special Employment Rights; No Right to Incentive Award


 


(a)
Nothing contained in the Plan or any Award Agreement shall confer upon any Participant any right with respect to the continuation
of his or her Employment by the Company or interfere in any way with the right of the Company at any time to terminate such Employment
or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive
Award.


 


(b)
No Person shall have any claim or right to receive an Incentive Award hereunder. The Committee’s granting of an Incentive
Award to a Participant at any time shall neither require the Committee to grant an Incentive Award to such Participant or any
other Participant or other Person at any time nor preclude the Committee from making subsequent grants to such Participant or
any other Participant or other Person.


 




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14.
Securities Matters


 


(a)
OSG shall be under no obligation to affect the registration pursuant to the Securities Act of any shares of Common Stock to be
issued hereunder or to effect similar compliance under any state or local laws. Notwithstanding anything herein to the contrary,
OSG shall not be obligated to cause to be issued shares of Common Stock pursuant to the Plan unless and until OSG is advised by
its counsel that the issuance is in compliance with all applicable laws, regulations of governmental authority and the requirements
of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition to the issuance
of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and
representations, and that any related certificates representing such shares bear such legends, as the Committee, in its sole discretion,
deems necessary or desirable.


 


(b)
The exercise or settlement of any Incentive Award (including, without limitation, any Option) granted hereunder shall only be
effective at such time as counsel to OSG shall have determined that the issuance and delivery of shares of Common Stock pursuant
to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any
securities exchange on which shares of Common Stock are traded. OSG may, in its sole discretion, defer the effectiveness of any
exercise or settlement of an Incentive Award granted hereunder in order to allow the issuance of shares pursuant thereto to be
made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state
or local securities laws. OSG shall inform the Participant in writing of its decision to defer the effectiveness of the exercise
or settlement of an Incentive Award granted hereunder. During the period that the effectiveness of the exercise of an Incentive
Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid
with respect thereto.


 


15.
Withholding Taxes


 


(a)
Cash Remittance


 


Whenever
withholding tax obligations are incurred in connection with any Incentive Award, OSG shall have the right to require the Participant
to remit to OSG in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable
to such event. In addition, upon the exercise or settlement of any Incentive Award in cash, or the making of any other payment
with respect to any Incentive Award (other than in shares of Common Stock), OSG shall have the right to withhold from any payment
required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements,
if any, attributable to such exercise, settlement or payment.


 


(b)
Stock Remittance


 


At
the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in
connection with any Incentive Award, the Participant may tender to OSG a number of shares of Common Stock that have been owned
by the Participant for at least six months (or such other period as the Committee may determine) having a Fair Market Value at
the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements,
if any, attributable to such event. Such election shall satisfy the Participant’s obligations under Section 15(a) hereof,
if any.


 


(c)
Stock Withholding


 


At
the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in
connection with any Incentive Award, OSG shall withhold a number of such shares having a Fair Market Value determined by the Committee
to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such event.
Such election shall satisfy the Participant’s obligations under Section 15(a) hereof, if any.


 




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16.
Amendment or Termination of the Plan


 


The
Board of Directors may at any time suspend or discontinue the Plan or revise or amend it or any Incentive Award in any respect
whatsoever; provided, however, that to the extent that any applicable law, tax requirement, or rule of a stock exchange
requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not
be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary
authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision
of this Section 15 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A
of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, adversely
affect the Participant’s rights under any previously granted and outstanding Incentive Award. Nothing in the Plan shall
limit the right of the Company to pay compensation of any kind outside the terms of the Plan.


 


17.
Recoupment


 


Notwithstanding
anything in the Plan or in any Award Agreement to the contrary, the Company will be entitled to the extent permitted or required
by applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act), Company policy
and/or the requirements of an exchange on which the Company’s shares are listed for trading, in each case, as in effect
from time to time to recoup compensation of whatever kind paid by the Company at any time to a Participant under this Plan.


 


18.
No Obligation to Exercise


 


The
grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.


 


19.
Transfers


 


Incentive
Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant. Upon the
death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or administrators
of the Participant’s estate or by any Person or Persons who shall have acquired such right to exercise by will or by the
laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the right
to exercise any Incentive Award, shall be effective to bind OSG unless the Committee shall have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity
of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that
are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection
with the grant of the Incentive Award.


 


20.
Expenses and Receipts


 


The
expenses of the Plan shall be paid by OSG. Any proceeds received by OSG in connection with any Incentive Award will be used for
general corporate purposes.


 


21.
Failure to Comply


 


In
addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms
and conditions of the Plan or any Award Agreement, unless such failure is remedied by such Participant within ten days after having
been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such Incentive Award,
in whole or in part, as the Committee, in its absolute discretion, may determine.


 




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22.
Relationship to Other Benefits


 


No
payment with respect to any Incentive Awards under the Plan shall be taken into account in determining any benefits under any
pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided
in such other plan.


 


23.
Governing Law


 


The
Plan and the rights of all Persons under the Plan shall be construed and administered in accordance with the laws of the State
of Delaware without regard to its conflict of law principles.


 


24.
Severability


 


If
all or any part of this Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section or part
of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms
of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


25.
Effective Date and Term of Plan


 


The
Effective Date of the Plan, as amended, is May 28, 2020.




 






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