Exhibit 10.4


 


OVERSEAS SHIPHOLDING GROUP, INC.


MANAGEMENT INCENTIVE COMPENSATION PLAN


STOCK OPTION GRANT AGREEMENT


 


THIS AGREEMENT, made as of this [____] day
of [_____], 2014 (the “Agreement”), by and between Overseas Shipholding Group, Inc. (the “Company”),
and [                    ]
(the “Optionee”).


 


WHEREAS, the Company has adopted the Overseas
Shipholding Group, Inc. Management Incentive Compensation Plan (the “Plan”) to promote the interests of the
Company and its shareholders by providing the employees and consultants of the Company with incentives and rewards to encourage
them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability
and financial success of the Company; and


 


WHEREAS, Section 6 of the Plan provides
for the grant of Options to Participants in the Plan.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:


 


1.          Grant
of Option. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants
to the Optionee an Option to purchase [____] shares of Common Stock (the “Option Shares”). The Option is intended
to be a non-statutory stock option.


 


2.          Grant
Date. The “Grant Date” of Option hereby granted is [____], 2014.


 


3.          Incorporation
of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein.
If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan
shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms
in the Plan.


 


4.          Exercise
Price. The exercise price for the purchase of Option Shares upon the exercise of all or any portion of the Option will be $[______]
per Option Share.


 


5.          Vesting
Schedule; Expiration.


 


(a)          Vesting
Schedule. The Option shall become vested and exercisable as follows, provided that the Optionee remains continuously
employed by the Company through each such applicable vesting date:


 


		a.	One-third (1/3) of the Option shall vest and become exercisable on the first anniversary of the Grant Date



 






    	 



    	 



    

 


		b.	One-third (1/3) of the Option shall vest and become exercisable on the second anniversary of the Grant Date



 


		c.	One-third (1/3) of the Option shall vest and become exercisable on the third anniversary of the Grant Date



 


(b)          Expiration.
Subject to earlier expiration as provided in Section 6 below, the Option will expire at the close of business on the Business Day
immediately preceding the tenth (10th) anniversary of the Grant Date (the “Expiration Date”).


 


6.          Termination
of Employment. The consequences of a termination of Optionee’s Employment shall be as follows:


 


(a)          Termination
for Reasons Other Than Cause. If the Optionee’s Employment with the Company terminates for any reason other than Cause
(as defined in Section 21 herein), the Optionee may exercise the vested portion of the Option, but only within such period of time
ending on the earlier to occur of (i) the ninetieth (90th) day after the date the Optionee’s Employment terminates
and (ii) the Expiration Date; provided that, if the Optionee’s Employment with the Company terminates for death or
Disability (as defined in Section 21 herein), the Optionee’s or the Optionee’s beneficiary may exercise the vested
portion of the Option, but only within such period of time ending on the earlier to occur of (i) the first (1st) anniversary
of the date the Optionee’s Employment terminates and (ii) the Expiration Date.


 


(b)          Termination
for Cause. If the Optionee’s Employment is terminated for Cause, the Option (whether then vested or exercisable or not)
shall immediately lapse and cease to be exercisable.


 


7.          Forfeiture.
Options which have not become vested as of the date the Optionee’s Employment terminates shall immediately be forfeited on
such date, and the Optionee shall have no further rights with respect thereto.


 


8.          Transferability.
The Option is exercisable during the Optionee’s lifetime only by the Optionee and may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of. No purported sale, assignment, transfer, pledge, hypothecation or other disposal
of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise will vest
in the assignee or transferee any interest or right herein whatsoever, but immediately upon such purported sale, assignment, transfer,
pledge, hypothecation or other disposal of the Option will be forfeited by the Optionee and all of the Optionee’s rights
to such Option shall immediately terminate without any payment or consideration from the Company. Upon the death of the Optionee,
the Option may be exercised only by the executors or administrators of the Optionee’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.


 




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9.          Manner
of Exercise.


 


(a)          Election
to Exercise. The Option is exercisable by delivery of an electronic or physical exercise notice, in the form attached hereto
as Exhibit A or such other form as permitted by the Committee from time to time and communicated to the Optionee (the “Exercise
Notice”), which shall state the election to exercise the Option, the number of Option Shares in respect of which the
Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be
required by the Committee pursuant to the provisions of the Plan.


 


(b)          Payment
of Exercise Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise in the manner designated
by the Committee.


 


10.         Restrictive
Covenants. Unless otherwise determined by the Committee in its sole discretion, by accepting the Option, the Optionee acknowledges
that the Optionee is bound by the following restrictive covenants (the “Restrictive Covenants”):


 


(a)          Except
to the extent (1) expressly authorized in writing by the Company or (2) required by law or any legal process, the Optionee
shall not at any time during the Optionee’s Employment with the Company or any of its Affiliates or following the date the
Optionee’s Employment terminates use, disseminate, disclose or divulge to any person or to any firm, corporation, association
or other business entity, Confidential Information (as defined in Section 21 herein) or proprietary Trade Secrets (as defined in
Section 21 herein) of the Company or any of its Affiliates;


 


(b)          The
Optionee shall not at any time during the Optionee’s Employment with the Company or any of its Affiliates or following the
date the Optionee’s Employment terminates make any derogatory, disparaging or critical negative statements, orally, written
or otherwise, against the Company or any of its Affiliates or any of their respective directors, officers and employees;


 


(c)          During
the Restricted Period (as defined in Section 21 herein), the Optionee shall not become employed in any capacity by, or become an
officer, employee, director, agent, consultant, shareholder or partner of, or perform any services for, or otherwise hold an interest
(other than the ownership of less than 5% of the stock or other equity interests of a publicly traded firm or corporation) in,
any Competitor (as defined in Section 21 herein) of the Company or any of its Affiliates;


 


(d)          During
the Restricted Period, the Optionee shall not directly or indirectly, on his or her own behalf or on behalf of any other person
or entity, solicit or hire, attempt to solicit or hire, or assist any other person in soliciting or hiring any employee, agent
or contractor of the Company or any of its Affiliates or induce any employee, agent or contractor of the Company or any of its
Affiliates to terminate his or her or her Employment or cease doing business with the Company or any of its Affiliates for any
reason whatsoever; and


 




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(e)          During
the Restricted Period, the Optionee shall not directly or indirectly, on his or her own behalf or on behalf of any other person
or entity, including any Competitor of the Company or any of its Affiliates, (1) engage in any business transaction or relationship
or perform any services in any material way competitive with the Company or any of its Affiliates with or for a client or prospective
client of the Company or any of its Affiliates or (2) interfere with any business relationship between the Company or any
of its Affiliates and any client or prospective client of the Company or any of its Affiliates or induce any client or prospective
client to discontinue any business relationship with the Company or any of its Affiliates or to refrain from entering into a business
relationship or transaction with the Company or any of its Affiliates.


 


The Restrictive Covenants are in addition
to and do not supersede any rights the Company may have in law or at equity or under any other agreement.


 


By accepting the Option, the Optionee shall
further agree that it is impossible to measure in money the damages which will accrue to the Company or any of its Affiliates in
the event the Optionee breaches the Restrictive Covenants. Therefore, if the Company or any of its Affiliates shall institute any
action or proceeding to enforce the provisions hereof, the Optionee shall agree to waive the claim or defense that the Company
or any of its Affiliates has an adequate remedy at law and the Optionee shall agree not to assert in any such action or proceeding
the claim or defense that the Company or any of its Affiliates has an adequate remedy at law.


 


If at any time (including after a notice
of exercise has been delivered) the Committee reasonably believes that the Optionee has breached any of the Restrictive Covenants
described in Sections 10(a) through 10(e), the Committee may suspend the Optionee’s right to exercise any Option pending
a good faith determination by the Committee of whether any such Restrictive Covenant has been breached. If the Committee determines
in good faith that the Optionee has breached any such Restricted Covenants, the Optionee shall immediately forfeit any outstanding
unvested Options and any vested but unexercised Options and shall repay to the Company, upon demand, any Exercised Shares. The
Optionee shall also be required to repay to the Company, in cash and upon demand, any proceeds resulting from the sale or other
disposition (including to the Company) of Exercised Shares.


 


The foregoing shall not prejudice the Company’s
right to require the Optionee to account for and pay over to the Company on a pre-tax basis any profit obtained by the Optionee
as a result of any transaction constituting a breach of the Restrictive Covenants.


 


11.         Taxes.


 


(a)          Liability
for Tax-Related Items. Except to the extent prohibited by law, Optionee acknowledges that the Optionee is ultimately liable
and responsible for any and all income taxes (including federal, state, local and other income taxes), social insurance, payroll
taxes and other tax-related withholding (the “Tax-Related Items”) arising in connection with the Option, regardless
of any action the Company takes with respect to such Tax-Related Items. The Optionee further acknowledges that the Company (i)
does not make any representation or undertaking regarding the treatment of any Tax-Related Item in connection with any aspect of
the Option, including the grant, vesting, and exercise of the Option, or the subsequent sale of the Exercised Shares and (ii) does
not commit, and is under no obligation, to structure the terms of the Option or any aspect of the Option to reduce or eliminate
the Optionee’s liability for Tax-Related Items or achieve any particular tax result.


 




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(b)          Payment
of Withholding Taxes. Notwithstanding any contrary provision of this Agreement, no Exercised Shares shall be issued, and no
sales proceeds shall be delivered, unless and until satisfactory arrangements (as determined by the Committee) have been made by
the Optionee with respect to the payment of any taxes which the Company determines must be withheld with respect to such Exercised
Shares or such sales proceeds.


 


12.         Modification;
Entire Agreement; Waiver. No change, modification or waiver of any provision of this Agreement which reduces the Optionee’s
rights hereunder will be valid unless the same is agreed to in writing by the parties hereto. This Agreement, together with the
Plan and the Exercise Notice, represent the entire agreement between the parties with respect to the Option. The failure of the
Company to enforce at any time any provision of this Agreement will in no way be construed to be a waiver of such provision or
of any other provision hereof. The Company reserves the right, however, to the extent that the Company deems necessary or advisable
in its sole discretion, to unilaterally alter or modify the terms of the Option set forth in this Agreement in order to ensure
that the Option qualifies for exemption from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder (“Section 409A”); provided, however that the Company
makes no representations that the Option will be exempt from the requirements of Section 409A.


 


13.         Policy
Against Insider Trading. By accepting the Option, the Optionee acknowledges that the Optionee is bound by all the terms and
conditions of the Company’s insider trading policy as may be in effect from time to time.


 


14.         Data
Privacy Consent. The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of the Optionee’s personal data as described in this Agreement and any other Option grant materials by the
Company for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan. The
Optionee understands that the Company may hold certain personal information about the Optionee, including, but not limited to,
the Optionee’s name, home address and telephone number, work location and phone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, hire date, any shares of Common Stock or directorships held in
the Company or any of its Affiliates, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested,
unvested or outstanding in the Optionee’s favor, for the purpose of implementing, administering and managing the Plan (“Personal
Data”). The Optionee understands that Personal Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, now or in the future, that these recipients may be located in the Optionee’s country
or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s
country. The Optionee authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic
or other form, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan. The
Optionee understands that Personal Data will be held only as long as is necessary or appropriate to implement, administer and manage
the Optionee’s participation in the Plan. Further, the Optionee understands that the Optionee is providing the consents herein
on a purely voluntary basis.


 




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15.         Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to
the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement
will be binding upon the Optionee and the Optionee’s beneficiary, if applicable.


 


16.         Captions.
Captions provided herein are for convenience only and shall not affect the scope, meaning, intent or interpretation of the provisions
of this Agreement.


 


17.         Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability
of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by law.


 


18.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic
mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 


19.         Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without
regard to the provisions governing conflict of laws.


 


20.         Acceptance.
The Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Optionee has read and understands the terms
and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Optionee
hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of
the Plan, this Agreement and the Option shall be final and conclusive. The Optionee acknowledges that there may be adverse tax
consequences upon exercise of the Option or disposition of the Exercise Shares and that the Optionee should consult a tax advisor
prior to such exercise or disposition.


 


21.         Definitions.
For purposes of this Agreement, the following terms shall have the meanings set forth below:


 






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		(A)	“Cause”, means, unless otherwise provided in any effective written individual contract entered into between
the Company and the Optionee, (i) the Optionee’s willful misconduct or gross negligence in the performance of his or her
duties for the Company; (ii) a willful or grossly negligent breach by the Optionee of the Optionee’s fiduciary duty or duty
of loyalty to the Company; (iii) the commission by the Optionee of any felony or other serious crime involving moral turpitude;
(iv) a material breach of the Optionee’s obligations under any agreement entered into between the Optionee and the Company,
which, if such breach is reasonably susceptible to cure, has continued after the Company has provided notice of such breach and
the Optionee has not cured such failure within thirty (30) days of the date of such notice; or (v) a material breach of the Company’s
policies or procedures that have been communicated to the Optionee, which, if such breach is reasonably susceptible to cure, has
continued after the Company has provided written notice of such breach and the Optionee has not cured such failure within thirty
(30) days of the date of such written notice.



 


		(B)	“Competitor” shall mean any individual, corporation, partnership or other entity that engages in (or that
owns a significant interest in any corporation, partnership or other entity that engages in) any business conducted by the Company
or any of its Affiliates.



 


		(C)	“Confidential Information” shall mean all information regarding the Company or any of its Affiliates, any
Company activity or the activity of any of its Affiliates, Company business or the business of any of its Affiliates, or Company
customers or the customers of any of its Affiliates that is not generally known to persons not employed or retained (as employees
or as independent contractors or agents) by the Company or any of its Affiliates, that is not generally disclosed by Company practice
or authority to persons not employed by the Company or any of its Affiliates that does not rise to the level of a Trade Secret
and that is the subject of reasonable efforts to keep it confidential, and shall include, to the extent such information is not
a Trade Secret and to the extent material, but not be limited to product code, product concepts, production techniques, technical
information regarding the Company’s or any of its Affiliates’ products or services, production processes and product/service
development, operations techniques, product/service formulas, information concerning Company or any of its Affiliates’ techniques
for use and integration of its website and other products/services, current and future development and expansion or contraction
plans of the Company or any of its Affiliates, sale/acquisition plans and contacts, marketing plans and contacts, information concerning
the legal affairs of the Company or any of its Affiliates and certain information concerning the strategy, tactics and financial
affairs of the Company or any of its Affiliates; provided that Confidential Information shall not include information that
has become generally available to the public, other than through a breach by such Optionee; and provided further that this definition
shall not limit any definition of “confidential information” or any equivalent term under the Uniform Trade Secrets
Act or any other state, local or federal law.



 






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		(D)	“Disability” means, unless otherwise provided in any effective written individual contract entered into
between the Company and the Optionee, (i) for any Optionee covered by a disability plan or policy sponsored or maintained by the
Company, the definition of "disability" that would entitle the Optionee to benefits under the terms of such disability
plan or policy and (ii) for any Optionee not covered by any such disability plan or policy, (a) the inability of the Optionee to
engage in any substantial gainful activity or (b) the receipt by the Optionee of income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering employees of the Company, in each case by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months.



 


		(E)	“Restricted Period” shall mean the period commencing on the date the Optionee’s Employment terminates
and ending on the [twelve (12)] month anniversary thereof.



 


		(F)	“Trade Secrets” shall mean all secret, proprietary or confidential information regarding the Company (which
shall mean and include all of the Company’s subsidiaries and all Affiliates and joint ventures connected by ownership to
the Company at any time) or any Company activity that fits within the definition of “trade secrets” under the Uniform
Trade Secrets Act or other applicable law, and shall include, but not be limited to, all source codes and object codes for the
Company’s software and all website design information to the extent that such information fits within the Uniform Trade Secrets
Act; provided that Trade Secrets shall not include information that has become generally available to the public, other
than through a breach by such Optionee; and provided further that this definition shall not limit any definition of “trade
secrets” or any equivalent term under the Uniform Trade Secrets Act or any other state, local or federal law.



 


*       *       *       *       *




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IN WITNESS WHEREOF, the Company has caused
this Agreement to be duly executed by its duly authorized officer and said Optionee has hereunto signed this Agreement on the Optionee’s
own behalf, thereby representing that the Optionee has carefully read and understands this Agreement and the Plan as of the day
and year first written above.


 


	 	OVERSEAS SHIPHOLDING GROUP, INC.
	 	 	 
	 	 	 
	 	 	 
	 	 	By:  [____]
	 	 	 
	 	 	Title: [____]
	 	 	 
	 	Acknowledged and Accepted:
	 	 	 
	 	 	 


 




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EXHIBIT A


 


OVERSEAS SHIPHOLDING
GROUP, INC.


MANAGEMENT INCENTIVE COMPENSATION PLAN


EXERCISE NOTICE


 


Overseas Shipholding Group, Inc.


[____]


 





Attention: []


 


1.   Exercise
of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”) hereby elects to
purchase ______________ shares of Common Stock (the “Shares”) under and pursuant to the stock option granted
to Purchaser (the “Option”) pursuant to the Overseas Shipholding Group, Inc. Management Incentive Compensation
Plan (the “Plan”) and the Stock Option Grant Agreement dated ________ (the “Agreement”).
The purchase price for the Shares shall be $_______, as required by the Agreement.


 


2.   Delivery
of Payment. Purchaser herewith delivers to Overseas Shipholding Group, Inc. (the “Company”) the full purchase
price for the Shares in cash.


 


3.   Representations
of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Agreement and agrees
to abide by and be bound by their terms and conditions.


 


4.   Rights
as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or its transfer agents
or registrars) of the Shares, the Purchaser shall not have any rights as a shareholder with respect to the Shares subject to the
Option, notwithstanding the exercise of the Option. The Shares acquired upon exercise of the Option shall be issued to the Purchaser
as soon as practicable after exercise of the Option.


 


5.   Tax
Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase
or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable
in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.


 






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	Submitted by:	 	Accepted by:
	PURCHASER	 	OVERSEAS SHIPHOLDING GROUP, INC.
	 	 	 
	 	 	 
	Signature	 	By:  	 
	 	 	 	Name:
	 	 	 
	Print Name	 	 	 
	 	 	 	Title:
	Address:	 	 
	 	 	 	 
	 	 	 	Date Received











  


	___________________________
	 
	[Purchaser]





 




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