Exhibit
10.3

    


    AMENDED
AND RESTATED

    CHANGE
OF CONTROL

    PROTECTION
AGREEMENT

     

    This
Amended and Restated Change of Control Protection Agreement (this “Agreement”) is made
and entered into as of December 31, 2008, (the “Effective Date”) by
and between Overseas Shipholding Group, Inc., a corporation incorporated under
the laws of Delaware with its principal office at 666 Third Avenue, New York,
New York 10017 (the “Company”) and Ian
Blackley (the “Executive”).

     

    WITNESSETH:

     

    WHEREAS,
the Company believes that the establishment and maintenance of a sound and vital
management of the Company and its affiliates is essential to the protection and
enhancement of the interests of the Company and its stockholders;

     

    WHEREAS,
the Company also recognizes that the possibility of a Change of Control (as
defined in Section 1(iii) hereof), with the attendant uncertainties and risks,
might result in the departure or distraction of key employees of the Company to
the detriment of the Company;

     

    WHEREAS,
the Company has determined that it is appropriate to take steps to induce key
employees to remain with the Company, and to reinforce and encourage their
continued attention and dedication, when faced with the possibility of a Change
of Control;

     

    WHEREAS,
the Company and the Executive are parties to that certain Change of Control
Protection Agreement, dated as of January 1, 2006 (the “Prior Agreement”);
and

     

    WHEREAS, the Prior Agreement will
expire by its terms on December 31, 2008 unless further extended by the Company
and the Executive and the parties desire to extend the term of Prior Agreement
and to amend and restate the Prior Agreement effective as of the Effective Date
on the terms and conditions set forth herein.

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto hereby agree as follows:

     

    1.         
      Definitions.  The
foregoing terms shall have the following meaning:

     

    (i)             “Anticipatory
Termination” means a termination of the Executive’s employment without
Cause or for Good Reason that occurs after a tender offer is announced for the
Company or after material discussions have occurred with a possible acquirer
with regard to a Transaction, provided, that such offer or discussions have not
terminated.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii)             “Cause” shall mean:
(A) the Executive’s willful misconduct involving the Company or its assets,
business or employees or in the performance of his duties which is materially
injurious to the Company (in a manner which would effect the Company
economically or as to its reputation); (B) the Executive’s indictment for, or
conviction of , or pleading guilty or nolo contendre to, a felony (provided that
for this purpose, a felony shall cover any action or inaction that is a felony
or crime under federal, state or local law in the United States (collectively,
“U.S. law”) and
any action or inaction which takes place outside of the United States, if it
would be a felony under U.S. law); (C) the Executive’s continued and substantial
failure to attempt in good faith to perform his duties with the Company (other
than failure resulting from his incapacity due to physical or mental illness or
injury), which failure has continued for a period of at least ten (10) days
after written notice thereof from the Company; (D) the Executive’s breach of any
material provisions of any agreement with the Company, which breach, if curable,
is not cured within ten (10) days after written notice thereof from the Company;
or (E) the Executive’s failure to attempt in good faith to promptly follow a
written direction of the Board of Directors of the Company (the “Board”) or a more
senior officer, provided that the failure shall not be considered “Cause” if the
Executive, in good faith, believes that such direction, or implementation
thereof, is illegal and he promptly so notifies the Chairman of the Board in
writing.  No act or failure to act by the Executive shall be deemed to
be “willful” if he believed in good faith that such action or non-action was in
or not opposed to, the best interests of the Company.

     

    (iii)             A
“Change of
Control” shall mean the occurrence of any of the following
events:  (i) any person (as defined in Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as
used in Sections 13(d) and 14(d) thereof), excluding the Company, any
“Subsidiary,” any employee benefit plan sponsored or maintained by the Company,
or any Subsidiary (including any trustee of any such plan acting in his capacity
as trustee), becomes the beneficial owner (as defined in Rule 13(d)-3 under the
Exchange Act) of shares of the Company having at least thirty percent (30%) of
the total number of votes that may be cast for the election of directors of the
Company; provided, that no Change of Control will be deemed to have occurred as
a result of an increase in ownership percentage in excess of thirty percent
(30%) resulting solely from an acquisition of securities by the Company unless
and until such person acquires additional shares of the Company; (ii) there is a
merger or other business combination of the Company, or sale of all or
substantially all of the Company’s assets or combination of the foregoing
transactions (a “Transaction”), other
than a Transaction involving only the Company and one or more of its
Subsidiaries, or a Transaction immediately following which the shareholders of
the Company immediately prior to the Transaction continue to have a majority of
the voting power in the resulting entity in approximately the same proportion as
they had in the Company immediately prior to the Transaction; or (iii) during
any period of twelve (12) consecutive months beginning on or after the date
hereof, the persons who were directors of the Company immediately before the
beginning of such period (the “Incumbent Directors”)
shall cease (for any reason other than death) to constitute at least a majority
of the Board or the board of directors of any successor to the Company, provided
that, any director who was not a director as of the date hereof shall be deemed
to be an Incumbent Director if such director was elected to the Board by, or on
the recommendation of or with the approval of, at least a majority of the
directors who then qualified as Incumbent Directors either actually or by prior
operation of the foregoing unless such election, recommendation or approval
occurs as a result of an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or
any successor provision) or other actual or threatened solicitation of proxies
or contests by or on behalf of a person other than a member of the
Board.  Only one (1) Change of Control may occur under this
Agreement.

     

    
      
         


      

      
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    (iv)             “Disability” shall
mean the Executive’s failure to have performed his material duties and
responsibilities as a result of physical or mental illness or injury for more
than one hundred eighty (180) days during a three hundred sixty-five (365) day
period.

     

    (v)             “Good Reason” shall
mean a termination of employment by the Executive effected by a written notice
given within ninety (90) days after the occurrence of the Good Reason
event.  For purposes of this Agreement, “Good Reason” shall mean the
occurrence of any of the following events without the Executive’s express
written consent which event is not cured within ten (10) days after written
notice thereof from the Executive to the Company: (A) any material diminution in
the Executive’s position, duties, responsibilities, title or authority, or the
assignment to the Executive of duties and responsibilities materially
inconsistent with his position, except in connection with the Executive’s
termination for Cause or as a result of death, or temporarily as a result of the
Executive’s incapacity or other absence for an extended period; (B) a reduction
in the Executive’s annual base salary; (C) a relocation of the Executive’s
principal business location to an area outside of a fifty (50) mile radius of
both the Executive’s current principal business location and the Executive’s
principal residence; or (D) any breach of Section 13 of this
Agreement.

     

    (vi)             A
termination “without
Cause” shall mean a termination of the Executive’s employment by the
Company other than for a termination for Cause or due to
Disability.

     

    2.          
      Term.  This
Agreement shall commence on the Effective Date and shall expire on the earliest
of:  (i) December 31, 2011 (the “Expiration Date”),
subject to the right of the Board and the Executive to extend the Expiration
Date, provided that, if a Change of Control takes place prior to the Expiration
Date, the duration of this Agreement under this subpart (i) shall be a period of
two (2) years after the date of the consummation of a Change of Control whether
such two (2) year period ends before or after the Expiration Date; (ii) the date
of the death of the Executive or retirement or other termination of the
Executive’s employment (voluntarily or involuntarily) with the Company prior to
a Change of Control other than as a result of a termination by the Company
without Cause or by the Executive for Good Reason that is an Anticipatory
Termination; or (iii) ninety (90) days after an Anticipatory Termination by the
Company without Cause or by the Executive with Good Reason if a Change of
Control does not occur on or prior to such date.  Notwithstanding
anything in this Agreement to the contrary, if the Company becomes obligated to
make any payment to the Executive pursuant to the terms hereof at or prior to
the expiration of this Agreement, then this Agreement shall remain in effect for
such and related purposes (including but not limited to under Section 5 hereof)
until all of the Company’s obligations hereunder are
fulfilled.  Further, provided that a Change of Control has taken place
prior to the termination of this Agreement, the provisions of Sections 10 and 12
hereof shall survive and remain in effect notwithstanding the termination of
this Agreement, the termination of the Executive’s employment or any breach or
repudiation or alleged breach or repudiation by the Company or the Executive of
this Agreement or any one or more of its terms.


    
      
         


      

      
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    3.           
     Termination Following Change
of Control.  If, and only if, (i) a Change of Control occurs
and the Executive’s employment with the Company is terminated by the Company
without Cause or by the Executive for Good Reason at any time within two (2)
years after the Change of Control or (ii) there was an Anticipatory Termination
and the Change of Control has taken place within ninety (90) days thereafter,
the Executive shall be entitled to the amounts and benefits provided in Section
4 upon such termination.  In the event of an Anticipatory Termination
within ninety (90) days prior to a Change in Control, if any equity grants which
were granted prior to the Change of Control would vest on a Change of Control
after the Anticipatory Termination, any such equity grants that otherwise would
be forfeited (after application of any other accelerated vesting provision)
shall not be forfeited pending a determination of whether or not a Change of
Control occurs within ninety (90) days thereafter (the “Determination
Period”), but during the Determination Period no unvested option shall
vest or be exercisable, no other unvested equity grant shall vest and no
dividends shall be payable unless and until the Change of Control takes place
during the Determination Period.  If a Change of Control occurs during
the Determination Period, and the option exercise period would otherwise have
expired, then the exercise period for any equity grants which otherwise would
have expired during the Determination Period shall automatically be deemed to
have been extended to the date which is thirty (30) days following the first
date after such Change of Control in which shares of the Company could be traded
by the Executive on the applicable market under the Company’s trading window
policies but, with regard to any outstanding options on the Effective Date, not
beyond the earlier of the latest date that the option could have expired by its
original terms under any circumstance or the tenth (10th)
anniversary of the original date of grant of the option.

     

    4.         
       Compensation on Change of
Control Termination.  If, pursuant to Section 3, the Executive
is entitled to amounts and benefits under this Section 4, the Executive shall
receive the following payments and benefits from the Company:

     

    (a)  (i) Subject to
submission of appropriate documentation, any incurred but unreimbursed business
expenses for the period prior to the Executive’s termination payable in
accordance with the Company’s policies and practices; (ii) any base salary,
bonus (other than any annual bonus), vacation pay or other compensation accrued
or earned under law or in accordance with the Company’s policies applicable to
the Executive but not yet paid, payable in accordance with the Company’s normal
policies and practices for such compensation; and (iii) any other amounts or
vested benefits due under the then applicable employee benefit (including,
without limitation, any non-qualified pension plan or arrangement), equity or
incentive plans of the Company then in effect, applicable to the Executive as
shall be determined and paid in accordance with such plans;

     

    (b)  Subject to Sections
4(h), 8 and 21(b) hereof, a lump sum amount (without regard to any interest
which may have accrued thereon) paid on the 60th day
after the Executive’s Date of Termination equal to one and one-half (1.5) times
the Executive’s annual base salary rate in effect immediately prior to his
termination (or if such termination is by the Executive pursuant to Section
1(v)(B), Executive’s annual base salary rate in effect immediately prior to such
reduction of the rate of his annual base salary) (the “Severance Base Salary
Rate”);

     

    (c)  Subject to Sections 8
and 21(b) hereof, a lump sum amount (without regard to any interest which may
have accrued thereon) paid on the 100th day
after the Executive’s Date of Termination equal to the sum of:

     

    
      
         


      

      
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    (i)  one and one-half (1.5)
times the sum of the Executive’s highest target annual incentive compensation in
effect within one hundred eighty (180) days prior to, or at any time after, the
Change of Control; provided, that if no
target annual incentive compensation is in effect during such period, then for
the purpose of this Section 4(c)(i), the Executive’s target incentive
compensation shall be deemed to be 50% of the Executive’s Severance Base Salary
Rate; plus

     

    (ii)  an amount equal to
eighteen (18) months of additional employer contributions that would have been
made for the Executive under any qualified or nonqualified defined contribution
pension plan or arrangement of the Company applicable to the Executive as in
effect on the Executive’s Date of Termination (as defined below), measured from
the Executive’s Date of Termination and not contributed to the extent that the
Executive would otherwise be entitled to such contributions during such period
if the Executive’s employment had not been terminated and he had contributed at
the maximum permitted salary reduction level during such period.

     

    (d)  Subject to Sections 4(h)
and 8 hereof, a pro rata annual bonus for the year in which Executive is
terminated based on actual results for such year and pro rated based on the
portion of the year the Executive was employed, paid to the Executive in the
calendar year following the completed fiscal year of the Company for which such
bonus was earned when other executive’s of the Company receive their bonuses for
such fiscal year.

     

    (e)  Subject to Sections 4(h)
and 8 hereof, any earned but unpaid annual bonus for a previously completed
fiscal year of the Company, paid to the Executive in the calendar year following
the completed fiscal year of the Company for which such bonus was earned when
other executive’s of the Company receive their bonuses for such fiscal
year

     

    (f)  Subject to Sections 4(h)
and 8 hereof, (i) if benefits under the Company health plans in which the
Executive participated immediately prior to the termination of the Executive’s
employment, or materially equivalent plans maintained by the Company in
replacement thereof (the “Health Plans”) will
not be taxable to the Executive, than continued coverage at the Company’s
expense (other than as set forth below) under the Health Plans, or (ii) if
benefits under the Health Plans will be taxable to the Executive, reimbursement
for the Executive’s premiums for continued coverage under the Health Plans in
the amount that the cost of such coverage exceeds the active employee rate under
the Health Plans (as determined based on the premium rate in effect for the
Executive on the Executive’s Date of Termination and excluding, for purposes of
calculating cost, an employee’s ability to pay premiums with pre-tax dollars),
in either case for the Executive and the Executive’s dependents until the
earliest of (x) eighteen (18)  months following the Executive’s Date
of Termination and (y) the Executive’s commencement of other substantially
full-time employment (such period, the “Coverage
Period”).  Notwithstanding the foregoing, in the case of (i),
the Executive shall pay the same premium amount for such coverage as the
Executive would pay if an active employee under the Health Plans (as determined
based on the premium rate in effect for the Executive on the Executive’s Date of
Termination and excluding, for purposes of calculating cost, an employee’s
ability to pay premiums with pre-tax dollars) and the Company portion of the
premium for any such coverage shall be paid on a monthly basis.  In
the case of (ii), any such reimbursement payment shall be payable on the first
Company payroll date for the applicable month for which such premium amount is
paid, such payment to include a tax gross-up payment to the extent the amount
taxable to the Executive is greater than the amount that would have been taxable
to the Executive if the Executive was an employee and participated in the Health
Plans.  The Coverage Period shall run concurrently with the applicable
continuation coverage for the Executive and the Executive’s dependents pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1985.

     

    
      
         


      

      
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    (g)           All
of the Executive’s then unvested equity awards which were granted prior to a
Change of Control shall automatically vest and all restrictions thereon shall
lapse.

     

    (h)           Notwithstanding
anything herein to the contrary, in the event that the Executive is entitled to
the benefits under this Section 4 as a result of an Anticipatory Termination
that occurred within 90 days prior to a Change in Control and if as a result of
the termination of the Executive’s employment the Executive was entitled to
receive the payments and benefits provided under the Overseas Shipholding Group,
Inc. Severance Protection Plan (the “Severance Plan”),
then the Executive shall continue to be entitled to receive such payments and
benefits under and in accordance with the terms and conditions of the Severance
Plan and (i) the Executive shall not be entitled to receive the amounts under
Sections 4(b), 4(d) and 4(e); (ii) the Executive shall not be entitled to
receive the benefits or payments under Section 4(f); and (iii) all other
payments and benefits set forth in this Section 4 shall be provided to the
Executive as set forth herein.

     

    (i)  Except as set forth in
Section 4(h), in the event that the Executive is entitled to receive the
payments and benefits set forth in this Section 4, then the Executive shall not
be eligible to participate in any other severance, termination, change in
control or similar plan, policy or practice of the Company.

     

    5.               Excise
Tax.

     

    (a)          
In the event that the Executive shall become entitled to payments and/or
benefits provided by this Agreement or any other amounts in the “nature of
compensation” (whether pursuant to the terms of this Agreement or any other
plan, arrangement or agreement with the Company, any person whose actions result
in a change of ownership or effective control covered by Section 280G(b)(2) of
the Internal Revenue Code of 1986, as amended (“Code”) or any person
affiliated with the Company or such person) as a result of a Change in Control
(collectively the “Company Payments”),
and if such Company Payments will be subject to the tax (the “Excise Tax”) imposed
by Section 4999 of the Code (and any similar tax that may hereafter be imposed
by any taxing authority), the Company shall pay to the Executive at the time
specified in Section 5(e) hereof an additional amount (the
“Gross-Up
Payment”) such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Company Payments and any U.S. federal, state,
and local income or payroll tax upon the Gross-Up Payment provided for by this
Section 5(a), but before deduction for any U.S. federal, state, and local income
or payroll tax on the Company Payments, shall be equal to the Company
Payments.

     

    
      
         


      

      
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    (b)           Notwithstanding
the foregoing provisions of Section 5(a) to the contrary, if it shall be
determined that the Executive is entitled to a Gross-Up Payment, but the Company
Payments do not exceed 110% of the greatest amount (the “Reduced Amount”) that
could be paid to the Executive such that the receipt of the Company Payments
would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to
the Executive and the Company Payments, in the aggregate, shall be reduced to an
amount that is one dollar ($1) less than the Reduced Amount; provided, however,
that the reduction shall occur only if the reduced Company Payments received by
the Executive (after taking into account further reductions for applicable
federal, state and local income, social security and other taxes) would be
greater than the unreduced Company Payments to be received by the Executive
minus (i) the Excise Tax payable with respect to such Company Payments and (ii)
all applicable federal, state and local income, social security and other taxes
on such Company Payments.  If the Reduced Amount is to be effective,
the Company Payments shall be reduced in the following order:  (A) any
cash severance based on a multiple of annual base salary or bonus, (B) any other
cash amounts payable to the Executive, (C) any benefits valued as “parachute
payments,” (D) acceleration of vesting of any stock option or similar awards for
which the exercise price exceeds the then fair market value, and (E)
acceleration of vesting of any equity not covered by clause (D)
above.  In the event that the Internal Revenue Service or court
ultimately makes a determination that the “excess parachute payments” plus the
“base amount” is an amount other than as determined initially, an appropriate
adjustment shall be made with regard to the Gross-Up Payment or Reduced Amount,
as applicable, to reflect the final determination and the resulting impact on
whether this Section 5(b) applies.

     

    (c)           For
purposes of determining whether any of the Company Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall
be treated as “parachute payments” within the meaning of Section 280G(b)(2) of
the Code, and all “parachute payments” in excess of the “base amount” (as
defined under Section 280G(b)(3) of the Code) shall be treated as subject to the
Excise Tax, unless and except to the extent that, in the opinion of the
Company’s independent certified public accountants appointed prior to any change
in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel
selected by such accountants (the “Accountants”) such
Company Payments (in whole or in part) either do not constitute “parachute
payments,” including giving effect to the recalculation of stock options in
accordance with Treasury Regulation Section 1.280G-1 Q/A33, represent reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code in excess of the “base amount” or are otherwise not
subject to the Excise Tax, and (y) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Accountants in accordance
with the principles of Section 280G of the Code.  All determinations
hereunder shall be made by the Accountants which shall provide detailed
supporting calculations both to the Company and the Executive at such time as it
is requested by the Company or the Executive.  The determination of
the Accountants, subject to the adjustments
provided below, shall be final and binding upon the Company and the
Executive.

     

    
      
         


      

      
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    (d)           For
purposes of determining the amount of the Gross-Up Payment, the Executive’s
marginal blended actual rates of federal, state and local income taxation in the
calendar year in which the change in ownership or effective control that
subjects the Executive to the Excise Tax occurs shall be used.  In the
event that the Excise Tax is subsequently determined by the Accountants to be
less than the amount taken into account hereunder at the time the Gross-Up
Payment is made, the Executive shall repay to the Company, at the time that the
amount of such reduction in Excise Tax is finally determined, the portion of the
prior Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and
local income tax imposed on the portion of the Gross-Up Payment being repaid by
the Executive if such repayment results in a reduction in Excise Tax or a U.S.
federal, state and local income tax deduction), plus interest on the amount of
such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code.  Notwithstanding the foregoing, in the event that any portion of
the Gross-Up Payment to be refunded to the Company has been paid to any U.S.
federal, state and local tax authority, repayment thereof (and related amounts)
shall not be required until actual refund or credit of such portion has been
made to the Executive, and interest payable to the Company shall not exceed the
interest received or credited to the Executive by such tax authority for the
period it held such portion.  The Executive and the Company shall
mutually agree upon the course of action to be pursued (and the method of
allocating the expense thereof) if the Executive’s claim for refund or credit is
denied.  In the event that the Excise Tax is later determined by the
Accountants or the Internal Revenue Service (or other taxing authority) to
exceed the amount taken into account hereunder at the time the Gross-Up Payment
is made (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), the Company shall
make an additional Gross-Up Payment in respect of such excess (plus any interest
or penalties payable with respect to such excess) promptly after the amount of
such excess is finally determined.

     

    (e)           The
Gross-Up Payment or portion thereof provided for in Section 5(d) above shall be
paid not later than the sixtieth (60th) day following an event occurring which
subjects the Executive to the Excise Tax; provided, however, that if the
amount of such Gross-Up Payment or portion thereof cannot be finally determined
on or before such day, the Company shall pay to the Executive on such day an
estimate, as determined in good faith by the Accountants, of the minimum amount
of such payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to
further payments pursuant to Section 5(d) above, as soon as the amount thereof
can reasonably be determined, but in no event later than the ninetieth (90th)
day after the occurrence of the event subjecting the Executive to the Excise
Tax.  Subject to Sections 5(d) and 5(i), in the event that the amount
of the estimated payments exceeds the amount subsequently determined to have
been due, such excess shall constitute a loan by the Company to the Executive,
payable on the fifth (5th) day after demand by the Company (together with
interest at the rate provided in Section 1274(b)(2)(B) of the
Code).

     

    (f)           In
the event of any controversy with the Internal Revenue Service (or other taxing
authority) with regard to the Excise Tax, the Executive shall permit the Company
to control issues related to the Excise Tax (at its expense), provided that such
issues do not potentially materially adversely affect the Executive, but the
Executive shall control any other issues.  In the event the issues are
interrelated, the Executive and the Company shall in good faith cooperate so as
not to jeopardize resolution of either issue, but if the parties cannot agree
the Executive shall make the final determination with regard to the
issues.  In the event of any conference with any taxing authority as
to the Excise Tax or associated income taxes, the Executive shall permit the
representative of the Company to accompany the Executive, and the Executive and
the Executive’s representative shall cooperate with the Company and its
representative.


    
      
         


      

      
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    (g)           The
Company shall be responsible for all charges of the Accountants.

     

    (h)           The
Company and the Executive shall promptly deliver to each other copies of any
written communications, and summaries of any verbal communications, with any
taxing authority regarding the Excise Tax.

     

    (i)    
       Nothing in this Section 5 is
intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any
advance or repayment obligation hereunder would do so, such obligation shall be
modified so as to make the advance a nonrefundable payment to the Executive and
the repayment obligation null and void.

     

    (j)      
     The provisions of this Section 5 shall
survive the Executive’s Termination of Employment for any reason and any amount
payable under this Section 5 shall be subject to the provisions of Section
21(b).

     

    6.          
    Notice of
Termination.  After a Change of Control, any purported
termination of the Executive’s employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with Section 16.  For purposes of
this Agreement, a “Notice of
Termination” shall mean a notice which shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive’s employment.  Further, a Notice of Termination for
Cause after a Change of Control is required to include a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds (2/3) of the
entire membership of the Board at a meeting of the Board which was called and
held for the purpose of considering such termination and which the Executive had
the right to attend and speak finding that, in the good faith opinion of the
Board, the Executive has engaged in conduct set forth in the definition of Cause
herein, and specifying the particulars thereof in detail.

     

    7.              
Date of
Termination.  The Executive’s “Date of Termination,”
with respect to any purported termination of the Executive’s employment after a
Change of Control, shall mean the date specified in the Notice of Termination
and, in the case of a termination by the Executive for Good Reason, shall not be
less than five (5) days nor more than sixty (60) days, from the date such Notice
of Termination is given.  In the event a Notice of Termination is
given by the Company, the Executive may treat such notice as having a date of
termination at any date between the date of receipt of such notice and the date
of termination indicated in the Notice of Termination by the Company; provided,
that the Executive must give the Company written notice of the date of
termination if he deems it to have occurred prior to the date of termination
indicated in the Notice of Termination.

     

    8.              
Acceptance and
Release. Any and all amounts payable and benefits or additional rights
provided pursuant to Sections 4(b), (c), (d), (e), (f) and (g) (collectively,
the “Severance
Benefits”) shall only be payable or provided if the Executive executes
and delivers to the Company an Acceptance Form and Release in the form attached
hereto as Exhibit A (the “Release”) discharging
all claims of the Executive which may have occurred up to the the Executive’s
Date of Termination (with such changes therein as may be necessary to make it
valid and encompassing under applicable law).  The Company shall
provide the Executive with a copy of the Release within seven (7) days following
the Executive’s Date of Termination and the Executive will be required to
provide the Company with an executed copy of the Release that has become
effective within sixty (60) days following the Executive’s Date of
Termination.  The Executive hereby acknowledges that the Executive
shall forfeit any right to receive the Severance Benefits in the event that the
requirements of this Section 8 are not timely satisfied.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    9.              
No Duty to
Mitigate/Set-off.  Other than as set forth in Section 4(f), the
Company agrees that if the Executive’s employment with the Company is terminated
pursuant to this Agreement during the term of this Agreement, the Executive
shall not be required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to this
Agreement.  Further, the amount of any payment or benefit provided for
in this Agreement shall not be reduced by any compensation earned by the
Executive or benefit provided to the Executive as the result of employment by
another employer or otherwise.  Except as otherwise provided herein
and apart from any disagreement between the Executive and the Company concerning
interpretation of this Agreement or any term or provision hereof, the Company’s
obligations to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any circumstances,
including without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive.  Except
as otherwise set forth in Section 4(h), the amounts due under Section 4 are
inclusive, and in lieu of, any amounts payable under any other salary
continuation or cash severance arrangement of the Company and to the extent paid
or provided under any other such arrangement shall be offset against the amount
due hereunder.

     

    10.        
     Confidentiality,
Non-Competition, Non-Solicitation and Cooperation.

     

    (a)    
During the Executive’s employment with the Company and thereafter, the
Executive agrees not to, directly or indirectly, for any reason whatsoever,
communicate or disclose to any unauthorized person, firm or corporation, or use
for the Executive’s own account, without the prior written consent of the Board
or the Chief Executive Officer of the Company (the “CEO”), any
proprietary processes, trade secrets or other confidential data or information
of the Company and its related and affiliated companies concerning their
businesses or affairs, accounts, products, services or customers, it being
understood, however, that the obligations of this Section 10(a) shall not apply
to the extent that the aforesaid matters (i) are disclosed in circumstances in
which the Executive is legally required to do so, provided that the Executive
gives the Company prompt written notice of receipt of notice of any legal
proceedings so as the Company has the opportunity to obtain a protective order,
or (ii) become known to and available for use by the public other than by the
Executive’s wrongful act or omission.

     

    (b)    
During the Executive’s employment with the Company and thereafter, the
Executive agrees to fully cooperate with the Company or its counsel in
connection with any matter, investigation, proceeding or litigation regarding
any matter in which the Executive was involved during the Executive’s employment
with the Company or to which the Executive has knowledge based on the
Executive’s employment with the Company.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (c)    
During the Executive’s employment with the Company and, if the Executive
is receiving the amounts and benefits provided under Section 4, for the one (1)
year period following the termination of the Executive’s employment with the
Company, the Executive agrees not to participate, directly or indirectly, as an
individual proprietor, partner, stockholder, officer, employee, director, joint
venturer, investor, lender, consultant or in any capacity whatsoever (within the
United States of America, or in any country where the Company or its affiliates
do business) in a business in competition with any Material Business (as defined
below) conducted by the Company as of the date of the termination of the
Executive’s employment (“Competitor”),
provided, however, that such participation will not include (i) the mere
ownership of not more than one percent (1%) of the total outstanding stock of a
publicly held company, (ii) engaging in any activity with, or for, a
non-competitive division, subsidiary or affiliate of any Competitor, or (iii)
any activity engaged in with the prior written approval of the Board or the
CEO.  A business shall be deemed to be a “Material Business” of
the Company if it generated more than 5% of the Company’s revenues in the fiscal
year ending immediately prior to termination of the Executive’s employment or is
projected to generate more than 5% of the Company’s revenues in the fiscal year
of termination of the Executive’s employment.

     

    (d)    
During the Executive’s employment with the Company and, if the Executive
is receiving the amounts and benefits provided under Section 4, for the one (1)
year period following the termination of the Executive’s employment with the
Company, the Executive agrees that he will not, directly or indirectly,
individually or on behalf of any other person, firm, corporation or other
entity, solicit, induce, hire or retain any employee of the Company (or any
person who had been such an employee in the prior six (6) months) to leave the
employ of the Company or to accept employment or retention as an independent
contractor with, or render services to or with any other person, firm,
corporation or other entity unaffiliated with the Company or take any action to
assist or aid any other person, firm, corporation or other entity in
identifying, soliciting, hiring or retaining any such employee; provided, the
Executive may serve as a reference after the Executive is no longer employed by
the Company, but not with regard to any entity with which the Executive is
affiliated or from which the Executive is receiving compensation and this
provision shall not be violated by general advertising not specifically targeted
at employees of the Company.

     

    (e)    
During the Executive’s employment with the Company and, if the Executive
is receiving the amounts and benefits provided under Section 4, for the one (1)
year period following the termination of the Executive’s employment with the
Company, the Executive will not solicit or induce any customer of the Company to
purchase goods or services offered by the Company from another person, firm,
corporation or other entity or assist or aid any other persons or entity in
identifying or soliciting any such customer.

     

    (f)    
Because the Company’s remedies at law for a breach or threatened breach
of any of the provisions of this Section would be inadequate, the Executive
acknowledges and agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, the Company shall be entitled to
obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy which may then be available.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    (g)    
If it is determined by a court of competent jurisdiction that any
restriction in this Section 10 is excessive in duration or scope or is
unreasonable or unenforceable, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to
the maximum extent permitted.

     

    (h)    
The obligations contained in this Section 10 shall survive the
termination, separation, or expiration of the Executive’s employment with the
Company and shall be fully enforceable thereafter.

     

    (i)    
Notwithstanding anything herein to the contrary, if the Executive
materially breaches any of the provisions of Section 10 of this Agreement, the
Company may cease all paying and providing the Severance Benefits (other than as
required by law).

     

    11.            Service with
Subsidiaries.  For purposes of this Agreement, employment by a
subsidiary or a parent of the Company shall be deemed to be employment by the
Company and references to the Company shall include all such entities, except
that the payment obligation hereunder shall be solely that of the
Company.  A Change of Control, however, as used in this Agreement,
shall refer only to a Change of Control of the Company.

     

    12.           
No
Resignation.

     

    (a)    
In consideration of this Agreement, the Executive agrees that he will not
resign from the Company without Good Reason for at least one hundred eighty
(180) days from the date hereof, except the foregoing shall not apply after a
Change of Control.

     

    (b)    
The Company shall continue to cover the Executive, or cause the Executive
to be covered, under any director and officer insurance maintained after the
Change of Control for directors and officers of the Company (whether by the
Company or another entity) at the highest level so maintained for any other past
or active director or officer with regard to any action or omission of the
Executive while an officer or director of the Company.  Such coverage
shall continue for any period during which the Executive may have any liability
for the aforesaid actions or omissions.

     

    (c)    
Following a Change of Control, the Company shall, with regard to matters
related to Executive’s period of employment with the Company, indemnify the
Executive to the fullest extent permitted or authorized by the Company’s bylaws
against any claims, suits, judgments, expenses (including reasonable attorney
fees), with advancement of legal fees and disbursements to the fullest extent
permitted by law, arising from, out of, or in connection with the Executive’s
services as an officer or director of the Company, as an officer or director of
any affiliate for which the Executive was required to serve as such by the
Company or as a fiduciary of any benefit plan of the Company or any
affiliate.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    13.          
Successors;
Binding Agreement.  In addition to any obligations imposed by
law upon any successor to the Company, the Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree in writing to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.  This Agreement shall inure to
the benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If the Executive shall die while any amount
would still be payable to the Executive hereunder if the Executive had continued
to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the executors, personal
representatives or administrators of the Executive’s estate.  This
Agreement is personal to the Executive and neither this Agreement or any rights
hereunder may be assigned by the Executive.

     

    14.            Miscellaneous.  No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the
Executive and such officer as may be specifically designated by the
Board.  No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision shall
be deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.  Except as otherwise set forth
herein, this Agreement constitutes the entire Agreement between the parties
hereto pertaining to the subject matter hereof.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.  All references to any law shall be deemed
also to refer to any successor provisions to such laws.

     

    15.            Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.

     

    16.            Notices.  Any
notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally, or sent by registered mail, postage
prepaid.  Any such notice shall be deemed given when so delivered
personally, or, if mailed, five days after the date of deposit in the United
States mails, or as follows:

     

    (i)      
If to the Company, to:

    Overseas
Shipholding Group, Inc.

    666 Third
Avenue

    New York,
New York  10017

    Attention:
Chairman

    


    
      (ii)     
If to the Executive, to his shown address on the books of the
Company.

    

     

    Any party
may by notice given in accordance with this Section to the other parties,
designate another address or person for receipt of notices
hereunder.

     

    17. 
            Separability.  If
any provisions of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the remaining provisions hereof which shall remain in full force and
effect.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    18.              Legal
Fees.  In the event the Company does not make the payments due
hereunder on a timely basis (as determined by an arbitrator) and the matter is
arbitrated pursuant to Section 19 below, if the Executive prevails in such
arbitration, the Company shall pay all reasonable legal fees and other
reasonable fees and expenses which the Executive may incur (on a tax grossed up
basis, to the extent such amounts are taxable to the Executive), paid within 90
days after the arbitration award and the Executive shall be required to provide
the Company with appropriate documentation of such amounts within 30 days after
the arbitration award.  The Company shall pay to the Executive
interest at the prime lending rate (as announced from time to time by Citibank,
N.A.) on all or any part of any amount to be paid to Executive hereunder that is
not paid when due, such amount to be paid within 60 days after the arbitration
award.  The prime rate for each calendar quarter shall be the prime
rate in effect on the first day of the calendar quarter.

     

    19.              Arbitration.  Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration conducted in the City of New York in the
State of New York under the Commercial Arbitration Rules then prevailing of the
American Arbitration Association and such submission shall request the American
Arbitration Association to:  (i) appoint an arbitrator experienced and
knowledgeable concerning the matter then in dispute; (ii) require the testimony
to be transcribed; (iii) require the award to be accompanied by findings of fact
and the statement for reasons for the decision; and (iv) request the matter to
be handled by and in accordance with the expedited procedures provided for in
the Commercial Arbitration Rules.  The determination of the
arbitrators, which shall be based upon a de novo interpretation of this
Agreement, shall be final and binding and judgment may be entered on the
arbitrators’ award in any court having jurisdiction.  The Company
shall pay all costs of the American Arbitration Association and the
arbitrator.

     

    20.              Withholding.  Any
payments made or benefits provided to the Executive under this Agreement shall
be reduced by any applicable withholding taxes or other amounts required to be
withheld by law or contract.

     

    21.              Code Section
409A.

     

    (a)         
   Although the Company makes no guarantee with respect to the
tax treatment of payments hereunder, this Agreement is intended to either comply
with, or be exempt from, the requirements of Section 409A of the Code and the
regulations and guidance promulgated thereunder (“Code Section
409A”).  To the extent that this Agreement is not exempt from
the requirements of Code Section 409A, this Agreement is intended to comply with
the requirements of Code Section 409A and shall be limited, construed and
interpreted in accordance with such intent.  If any provision of this
Agreement would cause the Executive to incur any additional tax or interest
under Code Section 409A and modifying it would avoid such additional tax or
interest, the Company shall, upon the Executive’s specific request and after
consulting with the Executive, use its reasonable business efforts to in good
faith reform such provision; provided, that any such modification shall not
increase the economic burden to the Company and shall, to the maximum extent
practicable, maintain the original intent and economic benefit to the Executive
of the applicable provision without violating the provisions of Code Section
409A.

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (b)       
     A termination of employment shall not be deemed to
have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of employment
unless such termination is also a “Separation from
Service” within the meaning of Code Section 409A and, for purposes of any
such provision of this Agreement, references to a “termination,” “termination of
employment” or like terms shall mean Separation from Service.  If the
Executive is deemed on the Executive’s Date of Termination to be a “specified
employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and
using the identification methodology selected by the Company from time to time,
or if none, the default methodology, then with regard to any payment or the
providing of any benefit that constitutes “non-qualified deferred compensation”
pursuant to Code Section 409A, to the extent required to be delayed in
compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be
made or provided to the Executive prior to the earlier of (i) the expiration of
the six-month period measured from the date of the Executive’s Separation from
Service and (ii) the date of the Executive’s death.  On the first day
of the seventh month following the date of the Executive’s Separation from
Service or, if earlier, on the date of the Executive’s death, all payments
delayed pursuant to this Section 21(b) (whether they would have otherwise been
payable in a single sum or in installments in the absence of such delay) shall
be paid or reimbursed to the Executive in a lump sum, and any remaining payments
and benefits due to the Executive under this Agreement shall be paid or provided
in accordance with the normal payment dates specified for them
herein.

     

    (c)      
       If under this Agreement, an amount is
to be paid in two or more installments, for purposes of Code Section 409A, each
installment shall be treated as a separate payment.

     

    (d)         
    To the extent any reimbursement of costs and expenses
provided for under this Agreement constitutes taxable income to the Executive
for Federal income tax purposes, such reimbursements shall be made no later than
December 31 of the calendar year next following the calendar year in which the
expenses to be reimbursed are incurred.

     

    (e)           
  With regard to any provision herein that provides for reimbursement
of expenses or in-kind benefits, except as permitted by Code Section 409A, (i)
the right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit, and (ii) the amount of expenses eligible for
reimbursement, or in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other taxable year, provided that the foregoing clause (ii)
shall not be violated with regard to expenses reimbursed under any arrangement
covered by Section 105(b) of the Code solely because such expenses are subject
to a limit related to the period the arrangement is in effect.

     

    (f)           
   Any gross-up payment due to the Executive under this Agreement
shall be paid to the Executive no later than the end of the calendar year
following the year in which the Executive paid the applicable tax.

     

    (g)    
         Whenever a payment under
this Agreement specifies a payment period with reference to a number of days,
the actual date of payment within the specified period shall be within the sole
discretion of the Company.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    22.              Non-Exclusivity of
Rights.  Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any benefit, bonus, incentive,
equity or other plan or program provided by the Company and for which the
Executive may qualify, nor shall anything herein (except Section 9) limit or
otherwise prejudice such rights as the Executive may have under any other
currently existing plan, agreement as to employment or severance from employment
with the Company or statutory entitlements, provided, that (i) to the extent
such amounts are paid under Section 4 hereof or otherwise, they shall not be due
under any such program, plan, agreement, or statute, and (ii) to the extent such
amounts are paid under any such program, plan, agreement, statute, or otherwise,
they shall not be due under Section 4 hereof.  Amounts that are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company, at or subsequent to the date of termination shall be
payable in accordance with such plan or program, except as otherwise
specifically provided herein.

     

    23.              Not an Agreement of
Employment.  This is not an agreement assuring employment and,
subject to any other agreement between the Executive and the Company, the
Company reserves the right to terminate the Executive’s employment at any time
with or without cause, subject to the payment provisions hereof, if any, that
are applicable.  The Executive acknowledges that he is aware that he
shall have no claim against the Company hereunder or for deprivation of the
right to receive the amounts hereunder as a result of any termination that does
not specifically satisfy the requirements hereof or as a result of any other
action taken by the Company.

     

    24.              Independent
Representation.  The Executive acknowledges that he has been
advised by the Company to have the Agreement reviewed by independent counsel and
has been given the opportunity to do so.

     

    25.              Governing
Law.  This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the State of Delaware without reference
to rules relating to conflicts of law.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and
the Executive has hereunto set his hand as of the date first set forth
above.

     

    
      
        
          
            
              	 
      	
                      OVERSEAS
      SHIPHOLDING GROUP, INC.

                    	 
	 
      	 
      	 
      	 
	 
      	
                      By:

                    	
                      /s/ Robert E. Johnston

                    	 
      
	 
      	
                      Name: 

                    	
                      Robert
      E. Johnston

                    	 
	 
      	
                      Title:

                    	
                      Senior
      Vice President

                    	 
	 
      	 
      	 
      	 
	 
      	
                      EXECUTIVE

                    	 
	 
      	 
      	 
      	 
	 
      	
                      /s/ Ian T. Blackley

                    	  
	 
      	
                      Ian
      Blackley

                    	 


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ACCEPTANCE
FORM AND RELEASE

     

    Release

     

    1.       I
agree and acknowledge that the payments and other benefits provided pursuant to
the Amended and Restated Change of Control Protection Agreement (“Agreement”),
dated December 31, 2008 (i) are in full discharge of any and all liabilities and
obligations of the Company to me, monetarily or with respect to employee
benefits or otherwise, including but not limited to any and all obligations
arising under any alleged written or oral employment agreement, policy, plan or
procedure of the Company and/or any alleged understanding or arrangement between
me and the Company; and (ii) exceed any payment, benefit, or other thing of
value to which I might otherwise be entitled under any policy, plan or procedure
of the Company and/or any agreement between me and the Company.

     

    2.           In
consideration for the payments and benefits to be provided to me pursuant to the
Agreement, I forever release and discharge the Company from any and all
claims.  This includes claims that are not specified in this
Acceptance Form and Release (this “Release”), claims of which I am not currently
aware, claims under: (i) the Age Discrimination in Employment Act, as amended;
(ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Americans
with Disabilities Act, as amended; (iv) the Employee Retirement Income Security
Act of 1974, as amended (excluding claims for accrued, vested benefits under any
employee benefit pension plan of the Company in accordance with the terms and
conditions of such plan and applicable law); (v) the Workers’ Adjustment and
Retraining Notification Act; (vi) the Family and Medical Leave Act; (vii) any
claim under the New York State Human Rights Law and the New York City
Administrative Code; (viii) any other claim (whether based on federal, state, or
local law, statutory or decisional) relating to or arising out of my employment,
the terms and conditions of such employment, the separation of such employment,
and/or any of the events relating directly or indirectly to or surrounding the
separation of that employment, including, but not limited to, breach of contract
(express or implied), wrongful discharge, detrimental reliance, defamation,
emotional distress or compensatory or punitive damages; and (ix) any claim for
attorneys’ fees, costs, disbursements and/or the
like.  Notwithstanding anything herein to the contrary, the sole
matters to which this Release does not apply are (i) the rights of
indemnification and directors and officers liability insurance coverage to which
I was entitled immediately prior to my termination; (ii) my rights under any
tax-qualified pension plan or claims for accrued vested benefits under any other
employee benefit plan, policy or arrangement maintained by the Company or under
the Consolidated Omnibus Budget Reconciliation Act of 1985 (iii) and my rights
under Sections 5 and 21(b) of the Agreement.  In addition,
notwithstanding any other provision of this Release, this Release is not
intended to interfere with my right to file a charge with the Equal Employment
Opportunity Commission (“EEOC”) in connection
with any claim that I believe I may have against the
Company.  However, by executing this Release, I hereby waive my right
to recover in any proceeding that I may bring before the EEOC or any state human
rights commission or in any proceeding brought by the EEOC or any state human
rights commission on my behalf.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    3.           This
Release applies to me and to anyone who succeeds to my rights, such as my heirs,
executors, administrators of my estate, trustees, and assigns.  This
Release is for the benefit of (i) the Company, (ii) any related corporation or
entity, (iii) any director, officer, employee, or agent of the Company or of any
such related corporation or entity, or (iv) any person, corporation or entity
who or that succeeds to the rights of the Company or of any such person,
corporation or entity.

     

    4.           I
acknowledge that I: (a) have carefully read in their entirety the Agreement,
this Release [and the information attached as Appendix I provided pursuant to
the Older Workers Benefit Protection Act]; (b) have had an opportunity to
consider fully for at least [twenty-one (21)] [forty-five (45)] days the terms
of the Agreement, this Release [and information attached as Appendix I];
(c) have been advised by the Company in writing to consult with an attorney
of my choosing in connection with the Agreement, this Release [and the
information attached as Appendix I]; (d) fully understand the significance of
all of the terms and conditions of the Agreement, Release [and the information
attached as Appendix I], and have discussed them with my independent legal
counsel, or have had a reasonable opportunity to do so; (e) have had answered to
my satisfaction any questions I have asked with regard to the meaning and
significance of any of the provisions of the Agreement, this Release [and the
information attached as Appendix I]; and (f) am signing this Release voluntarily
and of my own free will and assent to all the terms and conditions contained
herein and contained in the Agreement and the Release.

     

    5.   I
understand that I will have [twenty-one (21)] [forty-five (45)] days from the
date of receipt of this Release [and information attached as Appendix I] to
consider the terms and conditions of those documents. I may accept this Release
by signing and returning it to _______________.  After executing this
Release and returning it to _______________, I shall have seven (7) days (the
“Revocation Period”) to revoke this Release by indicating my desire to do so in
writing delivered by no later than 5:00 p.m. on the seventh (7th) day following
the date I sign and return this Release.  The effective date of this
Release shall be the eighth (8th) day following my signing and return of this
Release.  If the last day of the Revocation Period falls on a
Saturday, Sunday or holiday, the last day of the Revocation Period will be
deemed to be the next business day. In the event I do not accept this Release,
or in the event I revoke this Release during the Revocation Period, my rights
under the Agreement, this Release, including but not limited to my rights to
receive payments and other benefits from the Company, shall be deemed
automatically null and void.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      Print Name:  

                    	
                      Ian Blackley

                    	 
      	
                      Date:

                    	
                         
      

                    
	 
      	
                      Employee

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                      Signature:

                    	
                          
      

                    	 
      	 
      	 
      
	 
      	
                      Employee

                    	 
      	 
      	 
      


            

          

        

      

    

     

    
      
        	
                STATE
      OF NEW YORK

              	
                )

              
	 
      	
                )  ss:

              
	
                COUNTY
      OF _________

              	
                )

              


      

    

     

    On this
___ day of __________ _______, before me personally came ____________ to be
known and known to me to be the person described and who executed the foregoing
Release, and (s)he duly acknowledged to me that (s)he executed the
same.

     

    
      
        
          
            	  	
                       
      

                  	 
      	 
      
	 	 
      	 
      	 
      
	 	
                    Notary
      Public

                  	 
      	 
      


          

        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ACCEPTANCE FORM AND
RELEASE

     

    Acceptance
Form:

     

    I have
read the Amended and Restated Change of Control Protection Agreement, dated
December 31, 2008 (“Agreement”) and the accompanying Release [and the
information attached as Appendix I] and hereby accept the benefits provided
under the Agreement, subject to the terms and conditions set forth in the
Agreement and Release.

     

    
      	
              Print Name:  

            	
              Ian Blackley

            	 
      	
              Date:

            	
                 
      

            
	 
      	
              Employee

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Signature:

            	
                  
      

            	 
      	 
      	 
      
	 
      	
              Employee

            	 
      	 
      	 
      


    

     

    
      
        
          	
                  STATE
      OF NEW YORK

                	
                  )

                
	 
      	
                  )  ss:

                
	
                  COUNTY
      OF _________

                	
                  )

                


        

      

    

     

    On this
___ day of __________ _______, before me personally came ____________ to be
known and known to me to be the person described and who executed the foregoing
Release, and (s)he duly acknowledged to me that (s)he executed the
same.

     

    
      
        
          	
                    
          

                	 
      	 
      
	
                  Notary
      Public