Exhibit 10.1


 


OVERSEAS SHIPHOLDING GROUP, INC.


MANAGEMENT INCENTIVE COMPENSATION PLAN


(Dated of as September 23, 2014)


 


		1.	Purpose of the Plan



 


This Plan is intended
to promote the interests of the Company and its shareholders by providing certain employees 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 50 percent 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 30 percent
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 40 percent 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.


 


(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 10 of the Plan.


 


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


 


(j)          “Covered
Employee” means each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act) of
OSG.


 


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


 


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


 


(m)          “Employment”
means the period during which an individual is classified or treated by the Company as an employee of the Company.


 


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


 


(o)          “Fair
Market Value” means, with respect to a share of Common Stock, as of the applicable date of determination or if the exchange
is not open for trading on such date, the immediately preceding day on which the exchange is open for trading, the closing price
as reported on the date of determination on the principal securities exchange on which shares of Common Stock are then listed or
admitted to trading (the “Securities Exchange”). In the event that the price of a share of Common Stock shall not be
so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion taking
into account the requirements of Section 409A of the Code.


 




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


 


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


 


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


 


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


 


(t)          “Participant”
means an employee 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 successors,
heirs, executors and administrators, as the case may be.


 


(u)          “Performance-Based
Award” means any Incentive Award pursuant to which any compensation paid is intended to be Performance-Based Compensation.


 


(v)         “Performance-Based
Compensation” means compensation that is intended to satisfy the requirements of Section 162(m) of the Code for “qualified
performance-based compensation.”


 


(w)          “Performance
Measures” means such measures as are described in Section 9 on which performance goals are based in order to qualify certain
awards granted hereunder as Performance-Based Compensation.


 


(x)          “Performance
Percentage” means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that
reflects actual performance compared to the Performance Target.


 


(y)          “Performance
Period” means the period of time during which the performance goals must be met in order to determine the degree of payout
and/or vesting with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation. Performance Periods
may be overlapping.


 


(z)          “Performance
Schedule” means a schedule or other objective method for determining the applicable Performance Percentage to be applied
to each Target Award.


 


(aa)         “Performance
Target” means performance goals and objectives with respect to a Performance Period.


 




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(bb)         “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.


 


(cc)         “Plan”
means the Overseas Shipholding Group, Inc. Management Incentive Compensation Plan, as it may be amended from time to time.


 


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


 


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


 


(ff)           “Subsidiary”
means any “subsidiary” within the meaning of Rule 405 under the Securities Act.


 


(gg)         “Target
Award” means target payout amount for an Incentive Award.


 


(hh)         “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.


 


(ii)         “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 Cash
Incentive 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 37,000,000 shares of
Common Stock in the aggregate. Out of such aggregate, the maximum number of shares of Common Stock that may be covered by Options
that are designated as “incentive stock options” within the meaning of Section 422 of the Code shall not exceed 3,700,000
shares of Common Stock. The maximum number of shares referred to in the preceding sentences of this Section 3(a) shall in each
case be subject to adjustment as provided in Section 10 and the following provisions of this Section 3. Of the shares described,
100% may be delivered in connection with “full-value Awards,” meaning Incentive Awards other than Options or stock
appreciation rights; provided, however, that any shares granted under Options or stock appreciation rights shall be counted against
the share limit on a one-for-one basis and any shares granted as full-value Incentive Awards shall be counted against the share
limit as two (2) shares for every one (1) share subject to such Incentive Award. 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.


 




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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 an Incentive Award is settled for cash or 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.


 


(b)          Individual
Award Limits


 


Subject to adjustment
as provided in Section 10, the maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the
Plan to any Covered Employee in any calendar year shall not exceed 4,500,000 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 Covered Employee with respect to any calendar year for all Cash Incentive
Awards shall not exceed $7,500,000. For purposes of the preceding sentences, the phrase “amount payable with respect to any
calendar year” means the amount of cash, or value of other property, required to be paid based on the achievement of applicable
Performance Measures during a Performance Period that ends in such calendar year, disregarding any deferral pursuant to the terms
of a Deferred Compensation Plan unless the terms of the deferral are intended to comply with the requirements for qualified performance-based
compensation under Section 162(m) of the Code.


 




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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 that would
cause Incentive Awards intended to qualify as Performance-Based Compensation to fail to so qualify, (iii) to take any action
inconsistent with Section 409A of the Code or (iv) 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.


 




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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,
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. 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.


 


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 employees of the Company whom the Committee shall select
from time to time, including officers of OSG, whether or not they are directors. 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. The
Award Agreement shall clearly identify such Option as either an “incentive stock option” within the meaning of Section
422 of the Code or as not an incentive stock option.


 




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(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 a 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.


 


(c)          Special
Rules for Incentive Stock Options


 


(1)         The
aggregate Fair Market Value of shares of Common Stock with respect to which “incentive stock options” (within the meaning
of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and any
other stock option plan of OSG or any of its “subsidiaries” (within the meaning of Section 424 of the Code) shall not
exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such incentive stock option is granted.
In the event that the aggregate Fair Market Value of shares of Common Stock with respect to such incentive stock options exceeds
$100,000, then incentive stock options granted hereunder to such Participant shall, to the extent and in the order required by
regulations promulgated under the Code (or any other authority having the force of regulations), automatically be deemed to be
non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged. In the
absence of such regulations (and authority), or in the event such regulations (or authority) require or permit a designation of
the Options which shall cease to constitute incentive stock options, incentive stock options granted hereunder shall, to the extent
of such excess and in the order in which they were granted, automatically be deemed to be non-qualified stock options, but all
other terms and provisions of such incentive stock options shall remain unchanged.


 




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(2)         Incentive stock options may only
be granted to individuals who are employees of the Company. No incentive stock option may be granted to an individual if, at the
time of the proposed grant, such individual owns stock possessing more than ten percent of the total combined “voting power”
(within the meaning of Section 422 of the Code) of all classes of stock of OSG or any of its “subsidiaries” (within
the meaning of Section 424 of the Code), unless (i) the exercise price of such incentive stock option is at least 110% of the Fair
Market Value of a share of Common Stock at the time such incentive stock option is granted and (ii) such incentive stock option
is not exercisable after the expiration of five years from the date such incentive stock option is granted.


 


		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, (iv) be designed to comply with applicable
laws of jurisdictions other than the United States and (v) be designed to qualify as Performance-Based Compensation; 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.	Performance-Based Compensation



 


(a)          Calculation


 


The amount payable with respect to an Incentive
Award that is intended to qualify as Performance-Based Compensation shall be determined in a manner permitted by Section 162(m)
of the Code.


 




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(b)          Discretionary
Reduction


 


Unless otherwise specified in the Award
Agreement, the Committee may, in its discretion, reduce or eliminate the amount payable to any Participant with respect to the
Incentive Award, based on such factors as the Committee may deem relevant, but the Committee may not increase any such amount above
the amount established in accordance with the relevant Performance Schedule. For purposes of clarity, the Committee may exercise
the discretion provided for by the foregoing sentence in a non-uniform manner among Participants.


 


(c)          Performance
Measures


 


The performance goals
upon which the payment or vesting of any Incentive Award (other than Options and stock appreciation rights) that is intended to
qualify as Performance-Based Compensation depends shall (a) be objective business criteria and shall otherwise meet the requirements
of Section 162(m) of the Code, including the requirement that the level or levels of performance targeted by the Committee result
in the achievement of performance goals being “substantially uncertain” at the time of grant and (b) relate to one
or more of the following Performance Measures: market price of the Common Stock, net earnings, earnings before or after any or
all of interest, taxes, depreciation and amortization, net income (including, net income or operating income), cash flow (including,
operating cash flow, free cash flow and cash flow return on capital), cash position, cash valued added, customer satisfaction or
growth measures, safety, revenues (including net revenues, net revenue growth or gross revenue), enterprise value, financial return
ratios, market performance, margins (including gross margins or operating margins), productivity or efficiency ratios, costs, profits
(including net profits, net operating profits, gross profit, gross profit growth and profit returns or margins), earnings per share,
stock price, working capital turnover and targets, total shareholder return, economic value added or other value added measurements,
return on assets, return on capital or invested capital, return on equity, return on sales, new product innovation, product release
schedules or ship targets, product cost reduction, inventory or supply chain management activities, and budget and expense management.


 


A Performance Measure
(i) may relate to the performance of the Participant, OSG, a Subsidiary, any business group, business unit or other subdivision
of the Company, or any combination of the foregoing, as the Committee deems appropriate and (ii) may be expressed as an amount,
as an increase or decrease over a specified period, as a relative comparison to the performance of a group of comparator companies
or a published or special index, or any other measure of the selected performance criteria, as the Committee deems appropriate.
The measurement of any Performance Measure shall exclude the impact (positive and/or negative) of unusual, non-recurring or extraordinary
items or expenses; charges for restructurings; discontinued operations; acquisitions or divestitures; the cumulative effect of
changes in accounting treatment; changes in tax laws, accounting standards or principles or other laws or regulatory rules affecting
reporting results; any impact of impairment of tangible or intangible assets; any impact of the issuance or repurchase of equity
securities and/or other changes in the number of outstanding shares of any class of the Company’s equity securities; any
gain, loss, income or expense attributable to acquisitions or dispositions of stock or assets; stock-based compensation expense;
asset write-downs, in-process research and development expense; gain or loss from all or certain claims and/or litigation and insurance
recoveries; foreign exchange gains and losses; any impact of changes in foreign exchange rates and any changes in currency; a change
in the Company’s fiscal year; and any other items, each determined in accordance with U.S. generally accepted accounting
principles and as identified in the Company’s audited financial statements, including the notes thereto.


 




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(d)          Performance
Schedules


 


Within 90 days after the
beginning of a Performance Period, and in any case before 25% of the Performance Period has elapsed, the Committee shall establish
(a) Performance Targets for such Performance Period, (b) Target Awards for each Participant, and (c) Performance Schedules for
such Performance Period.


 


(e)          Committee
Discretion


 


Nothing in this Plan is intended to limit
the Committee’s discretion to adopt conditions with respect to any Incentive Award that is not intended to qualify as Performance-Based
Compensation that relate to performance other than the Performance Measures. Furthermore, nothing in this Plan shall be construed
to require the Committee to grant any Incentive Award that is intended to qualify as Performance-Based Compensation. The Committee
may, subject to the terms of the Plan, amend previously granted Incentive Awards in a way that disqualifies them as Performance-Based
Compensation.


 


(f)          Committee
Determinations


 


Determinations by the Committee as to the
establishment of Performance Measures, the level of actual achievement of Performance Targets, and the amount payable with respect
to an Incentive Award intended to qualify as Performance-Based Compensation shall be recorded in writing. Specifically, the Committee
shall certify in writing, in a manner conforming to applicable regulations under Section 162(m) of the Code, prior to settlement
of each such Incentive Award granted to a Covered Employee, that the Performance Targets and other material terms upon which settlement
of the Incentive Award was conditioned have been satisfied.


 


(g)          Shareholder
Approval


 


The ability to grant Incentive Awards intended
to qualify as Performance-Based Compensation shall be subject to the approval of the Plan by the shareholders of OSG and compliance
with any other applicable requirements under Section 162(m) of the Code.


 


		10.	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:


 




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		(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.


 


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


 




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(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.


 


(e)          Other
Changes


 


In the event of any change in the capitalization
of OSG or corporate change other than those specifically referred to in Sections 10(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.


 


(f)          Cash
Incentive Awards


 


In the event of any transaction or event
described in this Section 10, 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.


 


(g)          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.


 


(h)          Savings
Clause


 


No provision of this Section 10 shall be
given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.


 


With respect to Incentive Awards which are
granted to Covered Employees and are intended to qualify as Performance-Based Compensation, no provision of this Section 10 shall
be given effect to the extent that such provision would cause such Incentive Award to fail to so qualify as Performance-Based Compensation
under Section 162(m) of the Code.


 




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Furthermore, no provision of this Section
10 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.


 


		11.	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 11.


 


(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, unless the Participant is retained as a consultant pursuant to a written
agreement and such agreement provides otherwise. 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. A Participant who ceases to
be an employee of the Company but continues, or simultaneously commences, services as a director of the Company shall be deemed
to have had a termination of Employment for purposes of the Plan. 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, provided that a Participant who is an employee will not be deemed to cease employment in the case of any leave of
absence approved by the Company. 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.


 


(3)         The
consequences with respect to a Performance-Based Award of the termination of Employment of the Participant holding the Performance-Based
Award shall be determined by the Committee in its sole discretion and set forth in the Award Agreement, it being intended that
no agreement providing for a payment to a Participant upon termination of Employment shall be given effect to the extent that it
would cause an Incentive Award that was intended to qualify as a Performance-Based Award to fail to so qualify.


 




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		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 10 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.


 


		14.	Securities Matters



 


(a)          OSG
shall be under no obligation to effect 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.


 




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(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 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 16 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 herein shall cause a Performance-Based Award to cease to qualify under Section
162(m). 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; provided, however
that the Committee may permit Options that are not incentive stock options to be sold, pledged, assigned, hypothecated, transferred,
or disposed of, on a general or specific basis, subject to such conditions and limitations as the Committee may determine. 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.


 




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		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.


 


		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 is September 23, 2014. No grants of Incentive Awards may be made under the Plan after September 23, 2024.


 




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