Unassociated Document


    

      Exhibit
        4.11

      


      


      


      


      


      


      EMPLOYMENT
        AGREEMENT

      


      


      


      between

      


      Tankers
        Services AS 

      


      and

      


      Tom
        R. Kjeldsberg

      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      EMPLOYMENT
        AGREEMENT

       

      This
        employment agreement (the “Agreement”)
        has
        been made on this 19th day of March, 2007, by and between:

       

      1.         
        Tankers
        Services AS,
        a
        company incorporated under the laws of Norway having its registered office
        at
        Haakon VII’s gt 1, Oslo, Norway (“Employer”),
        and

       

      2.         
        Tom
        R. Kjeldsberg,
        an
        individual having his address in Suhmsgate 28, 0362 Oslo, Norway
(“Executive”).

       

      WHEREAS

       

      A.        
        Employer
        desires to employ Executive as its Senior Vice President, Business Development;
        and

       

      B.         Executive
        is willing to serve in the employ of Employer for the period and upon the
        other
        terms and conditions of this Agreement.

       

      Now,
        therefore, in consideration of the foregoing and the respective representations,
        warranties, covenants and agreements set forth herein, the parties hereto
        agree
        as

      follows:

       

      1.         
        Employment

       

      1.1       Effectiveness
        

       

                    This
        Agreement shall become effective on 19 March 2007.

       

      1.2        Commencement

       

      The
        Executive’s employment under this Agreement shall commence on 1 July 2007, or
        such earlier date as the parties shall agree, and shall remain until terminated
        by one of the

      parties.

       

      1.3        Position

       

      During
        the Term, Employer shall employ Executive, and Executive shall serve, as
        Senior
        Vice President, Business Development of the Employer reporting to the Chief
        Executive Officer (the “CEO”) of the Employer’s Parent Company, Double Hull
        Tankers Inc. (the “Parent Company”).

       

      The
        Executive will be responsible for identifying, developing and executing
        corporate transactions and other strategic projects within the group’s strategy
        as defined by the Board of the Parent Company, and such other responsibilities
        as assigned by the CEO from time to time.

       

      The
        Board
        may instruct Executive to accept appointments to the Boards of the Employer’s
        affiliated companies. Upon termination of employment, Executive shall
        simultaneously withdraw from such appointments.

       

      1.4       
        Time
        and Effort

       

      Executive
        shall serve Employer faithfully, loyally, honestly and to the best of
        Executive’s ability. Executive shall devote substantially all of Executive’s
        business time to the performance of Executive’s duties on behalf of Employer.
        During the Term, Executive shall not, directly or indirectly, engage in any
        employment or other activity that, in the sole discretion of the Board, is
        competitive with or adverse to the business, practice or affairs of Employer
        or
        any of its affiliates, whether or not such activity is pursued for profit
        or
        other advantage, or that would conflict or interfere with the rendition of
        Executive’s services or duties, provided
        that
        Executive may serve on civic or charitable boards or committees and serve
        as a
        non-employee member of a board of directors of a corporation as to which
        the
        Board has given its consent. Executive shall resign from or terminate all
        positions, relationships and activities that would be inconsistent with the
        foregoing.

       

       

      
        
          
          

        

        
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      Executive
        shall be employed full time with working hours as determined by Employer
        at any
        time. Executive is exempt from the ordinary rules concerning working hours
        in
        the Employment Act, cf. the Employment Act section 10-12, and shall work
        the
        amount of time necessary to fulfil the position satisfactory.

       

      1.5       
        Location
        and Travel

       

      Executive’s
        place of work shall be Employer’s offices at Oslo, Norway. 

      Executive
        acknowledges and agrees that his duties and responsibilities to Employer
        will
        require him to travel extensively and worldwide from time to time, including
        to
        the offices of the Parent Company in the Channel Islands.

       

      2.         
        Compensation

       

      2.1      
        Salary

       

      As
        compensation for all services rendered by Executive to Employer and all its
        affiliates in any capacity and for all other obligations of Executive hereunder,
        Employer shall pay Executive a salary (“Salary”)
        during
        the Term at the annual rate of NOK 1,500,000, inclusive of compensation for
        overtime. The Salary is payable monthly to a bank account specified by
        Executive.

       

      During
        the Term, Executive shall not be entitled to receive, and Employer shall
        have no
        obligation to provide any employee benefits (including health, welfare,
        disability, pension, retirement or death benefits), fringe benefits of
        perquisites, except as otherwise set forth herein or statutorily required
        by
        Norwegian law.

       

      Executive
        is not entitled to separate compensation for the board positions performed
        in
        accordance with Clause 1.3 above unless agreed with the Board.

       

      2.2       
        Equity
        Awards

       

      The
        Executive is, at the discretion of the board of the Parent Company, eligible
        for
        equity awards under the Group Incentive Compensation Plan and will, subject
        to
        approval by the board of the Parent Company and pursuant to said incentive
        compensation plan receive, restricted shares of Parent Company’s common stock
        (“Restricted Stock”) having an aggregate grant-date value of NOK 750,000
        (Initial Grants) which will vest pro-rata over three years each May. The
        Initial
        Grants and the other terms and conditions thereof will be evidenced by award
        agreements to be entered into by Executive and Parent Company whereas 1/3
        of the
        Restricted Stock will vest on time basis and 2/3 will vest according to a
        hurdle
        based on total return to shareholders as further set out in the Group Incentive
        Compensation Plan. During the vesting period the Executive will be credited
        with
        an additional number of Restricted Stock representing those dividends which
        would have been paid on the award during the vesting period. These additional
        shares will also be transferred to the Executive on the vesting of the
        Restricted Stock to which they relate.

       

      2.3       
        Cash
        Awards 

       

      The
        Executive may receive a discretionary cash bonus award which is determined
        annually by the Board on the recommendation of the Compensation Committee.
        The
        annual cash bonus award will range from 0 % to a maximum of 100 % of the
        annual
        salary. The target award shall be 50 % of the annual salary. The target award
        is
        subject to the achievement of the objectives of the agreed business and
        financial plan, as well as having performed the scope of the job
        responsibilities in a highly satisfactory manner. The Executive shall be
        eligible for a cash bonus for the calendar year 2007, irrespective of the
        fact
        that he will not have been employed for the full year.

       

      2.4       
        Vacation
        

       

      Executive
        is entitled to holiday and holiday allowances in accordance with the Act
        of 29.
        April 1988 No. 21 relating to holidays and Employer’s rules from time to time in
        force.

       

       

      
        
          
          

        

        
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      2.5       
        Business
        Expenses 

       

      Employer
        shall reimburse Executive for all necessary and reasonable “out-of-pocket”
business expenses incurred by Executive in the performance of Executive’s duties
        hereunder, provided
        that
        Executive furnishes to Employer adequate records and other documentary evidence
        required to substantiate such expenditures and otherwise complies with any
        travel and expense reimbursement policy established by the Board from time
        to
        time. 

       

      2.6       
        Withholdings/deductions
        from salary etc.

       

      Employer
        and its affiliates may withhold or deduct from any amounts payable under
        this
        Agreement such taxes, fees, contributions and other amounts as may be required
        to be withheld or deducted pursuant to any applicable law or
        regulation.

       

      Deductions
        from salary, bonus and holiday allowance may be made only in so far as these
        are
        permitted by section 14-15 (2) of the Employment Act, hereunder in;

       

      a.    amounts
        paid to Executive as advance on salary;

       

      b.    incorrectly
        paid salary or holiday allowance;

       

      c.    amounts
        received as advance on travel or business expenses;

       

      d.    defaults
        on instalments and interest on loans agreed upon in writing granted by Employer
        to Executive;

       

      e.    Executive’s
        outstanding debts to Employer at the date of the termination of employment,
        unless a specific repayment agreement has been entered into and
        adequate

                    
        security provided.

       

      3.         
        Termination

       

      3.1      
        General

       

      Upon
        termination of employment, Executive shall return to Employer all property
        in
        his possession, custody or control belonging to Employer, including but not
        limited to business cards, credit and charge cards, keys, security and computer
        passes, mobile telephones, personal computer equipment, original and copy
        documents or other media on which information is held in his possession relating
        to the business or affairs of the Employer.

       

      3.2      
        Termination
        by Executive

       

      If
        Executive terminates his employment with Employer for any reason, Executive
        shall provide written notice to Employer. The
        period of notice shall be three -3- months. The period of notice shall start
        to
        run on the first day of the calendar month immediately following the date
        upon
        which notice was given. 

       

      3.3       Termination
        by Employer

       

      The
        notice period in case of termination by the Employer shall be three -3-
        months.

       

      Executive
        shall have the right to compensation (without holiday pay) in accordance
        with
        the provisions mentioned below. The compensation is paid at the last day
        of
        employment if the Board decides that the Employee shall withdraw from his
        position, and there is no material breach of the terms of employment or there
        are no justifiable reasons for dismissal or discharge according to the
        provisions of the Employment Act. In
        the
        event that Executive’s employment with Employer is terminated, at any time and
        for any reason, Executive shall have no further rights to any compensation,
        payments or any other benefits under this Agreement or any other contract,
        plan,
        policy or arrangement with Employer or its affiliates, except as follow from
        Norwegian mandatory statutory requirements or as set forth in this Section
        3.

       

       

      
        
          
          

        

        
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      The
        compensation in this Section 3 does not form the basis for holiday pay or
        pension benefits.

       

      3.4       
        Accrued
        Rights

       

      Upon
        the
        termination of Executive’s employment with Employer, whether by Employer or
        Executive, at any time and for any reason, Executive shall be entitled to
        receive (a) Salary earned through the effective date of termination that
        remains unpaid as of such date and (b) reimbursement of any unreimbursed
        business expenses incurred by Executive prior to the effective date of
        termination to the extent such expenses are reimbursable under Section 2.7
        (all such amounts, the “Accrued
        Rights”).

       

      3.5       
        Termination
        by Employer Other Than for Cause

       

      a.         
        If (i) Employer elects to terminate Executive’s employment for any reason
        other than Cause (as defined below) Employer shall continue to pay
        Executive’s Salary for one -1- year from the effective date of Executive’s
        termination of employment, and in the event of a termination pursuant to
        clause (i), all equity-based compensation granted to Executive pursuant to
        Clause 2.3 shall immediately vest and become exercisable, subject to the
        other terms and conditions of such grants, provided
        that
        Employer shall not be obligated to commence any payment under this Section
        3.5,
        and Executive shall not be entitled to any such acceleration, until such
        time as
        Executive has provided an irrevocable waiver and general release of claims,
        including under any applicable Norwegian labour legislation, in favour of
        Employer, its affiliates, and their respective directors, officers, employees,
        agents and representatives in form and substance acceptable to Employer;
        provided,
        further,
        that
        Employer shall be entitled to cease making, and Executive shall forfeit any
        entitlement to receive, such payments in the event that Executive breaches
        any
        of his obligations under Section 4.

      
         

        b.         For
          purposes of this Agreement, the term “Cause”
shall
          mean (i) Executive’s  failure to perform those duties that Executive
          is required or expected to perform pursuant to this Agreement including
          a
          failure to ensure that the Employer fulfils its obligations towards the
          Parent
          Company under the Service Agreement dated January 31, 2006 as subsequently
          amended (unless otherwise instructed by the board), (ii) Executive’s
          dishonesty or breach of any fiduciary duty to Employer in the performance
          of
          Executive’s duties hereunder, (iii) Executive’s conviction of, or a plea of
          guilty or nolo contendere to, a misdemeanor involving moral turpitude,
          fraud,
          dishonesty, theft, unethical business conduct or conduct that impairs the
          reputation of Employer or any of its affiliates or any felony (or the equivalent
          thereof in any jurisdiction), (iv) Executive’s gross negligence or wilful
          misconduct in connection with Executive’s duties hereunder or any act or
          omission that is injurious to the financial condition or business reputation
          of
          Employer or any of its affiliates or (v) Executive’s breach of the
          provisions of Section 4 of this Agreement.

      

       

      3.6       
        Termination
        upon Death or Disability 

       

      
        a.         
          Executive’s employment with Employer shall terminate immediately upon
          Executive’s death or Disability (as defined below). In the event Executive’s
          employment terminates due to death or Disability, then Employer shall continue
          to pay Executive’s Salary through the first anniversary of the effective date of
          such termination of employment.

         

         

        
          
            
            

          

          
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        b.         
          For
          purposes of this Agreement, the term “Disability” shall mean the inability of
          Executive, due to illness, accident or any other physical or mental incapacity,
          to perform Executive’s duties in a normal manner for a period of 120 days
          (whether or not consecutive) in any twelve-month period during the Term.
          The
          Board shall determine, on the basis of the facts then available, whether
          and
          when the Disability of Executive has occurred. Such determination shall
          take
          into consideration the expert medical opinion of a physician mutually agreeable
          to Employer and Executive based upon such physician’s examination of Executive.
          Executive agrees to make himself available for such examination upon the
          reasonable request of Employer.

      

       

      3.7       
        Change
        of Control

       

      
        a.         
          In the event that Executive’s employment is terminated by Executive for Good
          Reason within six months following a Change of Control, Executive may at
          the
          Board’s sole discretion be awarded a cash compensation of 200% of the
          Executive’s annual base salary upon the effective date of Executive’s
          termination of employment, if the Board determines that the Executive has
          made a
          significant contribution to the transaction which has resulted in the Change
          of
          Control occurring. 

      

       

      
                    
          b.          For purposes of this
          Agreement, the term

         

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

        

         

        A.        
          the consummation of (1) a merger, consolidation, statutory share exchange
          or
          similar form of corporate transaction involving (x) Parent Company or (y)
          any entity in which Parent Company, directly or indirectly, possesses 50%
          or
          more of the total combined voting power of all classes of its stock, but
          in the
          case of this clause (y) only if Parent Company Voting Securities (as defined
          below) are issued or issuable in connection with such transaction (each
          of the
          transactions referred to in this clause (1) being hereinafter referred
          to as a
“Reorganization”) or (2) the sale or other disposition of all or
          substantially all the assets of the Parent Company to an entity that is
          not an
          affiliate (a “Sale”) if such Reorganization or Sale requires the approval of
          Parent Company’s stockholders under the law of the Parent Company’s jurisdiction
          of organization (whether such approval is required for such Reorganization
          or
          Sale or for the issuance of securities of Employer in such Reorganization
          or
          Sale), unless, immediately following such Reorganization or Sale, (I) all
          or substantially all the individuals and entities who were the “beneficial
          owners” (as such term is defined in Rule 13d-3 under the Exchange Act (or a
          successor rule thereto)) of the Shares or other securities eligible to
          vote for
          the election of the Board (collectively, the “Parent Company Voting Securities”)
          outstanding immediately prior to the consummation of such Reorganization
          or Sale
          beneficially own, directly or indirectly, more than 50% of the combined
          voting
          power of the then outstanding voting securities of the entity resulting
          from
          such Reorganization or Sale (including, without limitation, an entity that
          as a
          result of such transaction owns Parent Company or all or substantially
          all the
          Parent Company’s assets either directly or through one or more subsidiaries)
          (the “Continuing Entity”) in substantially the same proportions as their
          ownership, immediately prior to the consummation of such Reorganization
          or Sale,
          of the outstanding Parent Company Voting Securities (excluding any outstanding
          voting securities of the Continuing Entity that such beneficial owners
          hold
          immediately following the consummation of the Reorganization or Sale as
          a result
          of their ownership prior to such consummation of voting securities of any
          entity
          involved in or forming part of such Reorganization or Sale other than Parent
          Company and its affiliates) and (II) no Person beneficially owns, directly
          or indirectly, 30% or more of the combined voting power of the then outstanding
          voting securities of the Continuing Entity immediately following the
          consummation of such Reorganization or Sale;

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          B.         the
            stockholders of Parent Company approve a plan of complete liquidation
            or
            dissolution of Parent Company; or

        

      

       

      
        C.         any
          “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of
          the Exchange Act, respectively) (other than Employer or an affiliate) becomes
          the beneficial owner, directly or indirectly, of securities of Parent Company
          representing 50% or more of the then outstanding Parent Company Voting
          Securities; provided
          that for
          purposes of this subparagraph (C), any acquisition directly from Parent
          Company
          shall not constitute a Change of Control; and

         

      

      (ii)       
        “Good
        Reason”
shall
        mean the occurrence of any of the following events or circumstances (without
        the
        prior written consent of Executive): (A) a material reduction of Executive’s
        authority or a material change in Executive’s functions, duties or
        responsibilities, (B) a reduction in Executive’s Salary, (C) a requirement that
        Executive report to anyone other than the CEO, (D) a requirement that Executive
        relocate his residence (it being understood that the requirements set forth
        in
        Section 1.5 do not constitute a requirement to relocate) or (E) a breach by
        Employer of any material obligation of Employer under this Agreement (which
        breach has not been cured within 30 days after written notice thereof is
        provided to Employer by Executive specifically identifying such breach in
        reasonable detail).

       

    

    
      4.         
        Executive
        Covenants

       

      4.1       
        Employer’s
        Interests 

       

      Executive
        acknowledges that Employer has expended substantial amounts of time, money
        and
        effort to develop business strategies, substantial customer and supplier
        relationships, goodwill, business and trade secrets, confidential information
        and intellectual property and to build an efficient organization and that
        Employer has a legitimate business interest and right in protecting those
        assets
        as well as any similar assets that Employer may develop or obtain following
        the
        Commencement Date. Executive acknowledges and agrees that the restrictions
        imposed upon Executive under this Agreement are reasonable and necessary
        for the
        protection of such assets and that the restrictions set forth in this Agreement
        will not prevent Executive from earning an adequate and reasonable livelihood
        and supporting his dependents without violating any provision of this Agreement.
        Executive further acknowledges that Employer would not have agreed to enter
        into
        this Agreement without Executive’s agreeing to enter into, and to honour the
        provisions and covenants of, this Section 4. Therefore, Executive agrees
        that,
        in consideration of Employer’s entering into this Agreement and Employer’s
        obligations hereunder and other good and valuable consideration, the receipt
        of
        which is hereby acknowledged by Executive, Executive shall be bound by, and
        agrees to honour and comply with, the provisions and covenants contained
        in this
        Section 4 following the Commencement Date.

       

      4.2      
        Scope
        of Covenants 

       

      For
        purposes of this Section 4, the term “Employer” includes Employer’s affiliates,
        and its and their predecessors, successors and assigns.

       

       

      
        
          
          

        

        
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      4.3       
        Non-Disclosure
        of Confidential Information

       

      a.      
Executive
        acknowledges that, in the performance of his duties as an employee of Employer,
        Executive may be given access to Confidential Information (as defined below).
        Executive agrees that all Confidential Information has been, is and will
        be the
        sole property of Employer and/or the Parent Company and that Executive has
        no
        right, title or interest therein. Executive shall not, directly or indirectly,
        disclose or cause or permit to be disclosed to any person, or utilize or
        cause
        or permit to be utilized, by any person, any Confidential Information acquired
        pursuant to Executive’s employment with Employer (whether acquired prior to or
        subsequent to the execution of this Agreement or the Commencement Date) or
        otherwise, except that Executive may (i) utilize and disclose Confidential
        Information as required in the discharge of Executive’s duties as an employee of
        Employer in good faith, subject to any restriction, limitation or condition
        placed on such use or disclosure by Employer and/or the Parent Company, and
        (ii) disclose Confidential Information to the extent required by applicable
        law or as ordered by a court of competent jurisdiction. 

       

      b.      
For
        purposes of this Agreement, “Confidential
        Information”
shall
        mean trade secrets and confidential or proprietary information, knowledge
        or
        data that is or will be used, developed, obtained or owned by Employer, Parent
        Company or any of their affiliates relating to the business, operations,
        products or services of Employer, Parent Company or any such affiliate or
        of any
        customer, supplier, employee or independent contractor thereof, including
        products, services, fees, pricing, designs, marketing plans, strategies,
        analyses, forecasts, formulas, drawings, photographs, reports, records, computer
        software (whether or not owned by, or designed for, Employer, Parent Company
        or
        any of their affiliates), operating systems, applications, program listings,
        flow charts, manuals, documentation, data, databases, specifications,
        technology, inventions, developments, methods, improvements, techniques,
        devices, products, know-how, processes, financial data, customer or supplier
        lists, contact persons, cost information, regulatory matters, employee
        information, accounting and business methods, trade secrets, copyrightable
        works
        and information with respect to any supplier, customer, employee or independent
        contractor of Employer, Parent Company or any of their affiliates in each
        case
        whether patentable or unpatentable, whether or not reduced to writing or
        other
        tangible medium of expression and whether or not reduced to practice, and
        all
        similar and related information in any form; provided,
        however,
        that
        Confidential Information shall not include information that is generally
        known
        to the public other than as a result of disclosure by Executive in breach
        of
        this Agreement or in breach of any similar covenant made by Executive or
        any
        other duty of confidentiality.

       

      4.4       
        Non-Disparagement

       

      After
        the
        date hereof, Executive shall not, whether in writing or orally, criticize
        or
        disparage Employer, the Parent Company or any of their affiliates, their
        businesses or any of their customers, clients, suppliers or vendors or any
        of
        their current or former, stockholders, directors, officers, employees, agents
        or
        representatives or any affiliates, directors, officers or employees of any
        of
        the foregoing, provided
        that
        Executive may provide critical assessments of Employer to Employer during
        the
        Term.

       

      4.5       
        Non-Competition

       

      
        a.        
          For the Restricted Period (as defined below) and subject to any limitations
          set
          by Norwegian law, Executive shall not directly or indirectly, without the
          prior
          written consent of the Board:

      

       

      (i)     
engage
        in
        any activity or business, or establish any new business, in any location
        that is
        involved with the voyage, chartering or time chartering of crude oil tankers,
        including assisting any person in any way to do, or attempt to do, any of
        the
        foregoing;

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (ii)       
solicit
        any person that is a customer or client (or prospective customer or client)
        of Employer, Parent Company or any of their affiliates to purchase any goods
        or
        services of the type sold by Employer, Parent Company or any of their affiliates
        from any person other than Employer, Parent Company or any of their affiliates
        or to reduce or refrain from doing (or otherwise change the terms or conditions
        of) any business with Employer, Parent Company or any of their affiliates,
        (B)
        interfere with or damage (or attempt to interfere with or damage) any
        relationship between Employer, Parent Company or any of their affiliates
        and
        their respective employees, customers, clients, vendors or suppliers (or
        any
        person that Employer, Parent Company or any of their affiliates have approached
        or have made significant plans to approach as a prospective employee, customer,
        client, vendor or supplier) or any governmental authority or any agent or
        representative thereof or (C) assist any person in any way to do, or
        attempt to do, any of the foregoing; or

       

      (iii)      
        form,
        or
        acquire a two (2%) percent or greater equity ownership, voting or profit
        participation interest in, any Competitor.

       

      b.      
For
        purposes of this Agreement, the term “Restricted
        Period”
shall
        mean a period commencing on [x] April 2007 and terminating one year from
        the
        date Executive ceases to be an employee of Employer for any reason. The
        Restricted Period shall be tolled during (and shall be deemed automatically
        extended by) any period in which Executive is in violation of this
        Section 4.5.

       

      c.      
For
        purposes of this Agreement, the term “Competitor”
means
        any person that engages in any activity, or owns or controls a
        significant interest in any person that engages in any activity, in the voyage,
        chartering and time chartering of crude oil tankers; provided
        that a
        Competitor shall not include any person who the Board has deemed, through
        its
        prior written approval, not to be a Competitor.

       

      4.6       
        Records
        

       

      All
        memoranda, books, records, documents, papers, plans, information, letters,
        computer software and hardware, electronic records and other data relating
        to
        Confidential Information, whether prepared by Executive or otherwise, in
        Executive’s possession shall be and remain the exclusive property of Employer
        and/or the Parent Company, and Executive shall not directly or indirectly
        assert
        any interest or property rights therein. Upon termination of employment with
        Employer for any reason, and upon the request of Employer at any time, Executive
        will immediately deliver to Employer all such memoranda, books, records,
        documents, papers, plans, information, letters, computer software and hardware,
        electronic records and other data, and all copies thereof or therefrom, and
        Executive will not retain, or cause or permit to be retained, any copies
        or
        other embodiments of such materials.

       

      4.7       
        Executive
        Representations and Warranties 

       

      Executive
        represents and warrants to Employer that the execution and delivery of this
        Agreement by Executive and the performance by Executive of Executive’s duties
        hereunder shall not constitute a breach of, or otherwise contravene, or conflict
        with the terms of any contract, agreement, arrangement, policy or understanding
        to which Executive is a party or otherwise bound.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      4.8      
        Cooperation
        

       

      Following
        the termination of Executive’s employment, Executive shall provide reasonable
        assistance to and cooperation with Employer in connection with any suit,
        action
        or proceeding (or any appeal therefrom) relating to acts or omissions that
        occurred during the period of Executive’s employment with Employer. Employer
        shall reimburse Executive for any reasonable expenses incurred by Executive
        in
        connection with the provision of such assistance and cooperation.

       

      5.         
        Miscellaneous

       

      5.1      
        Assignment
        

       

      This
        Agreement is personal to Executive and shall not be assignable by Executive.
        The
        parties agree that any attempt by Executive to delegate Executive’s duties
        hereunder shall be null and void. Employer may assign this Agreement and
        its
        rights and obligations thereunder, in whole or in part, to any person that
        is an
        affiliate, or a successor in interest to substantially all the business or
        assets, of Employer or Parent Company. Upon such assignment, the rights and
        obligations of Employer hereunder shall become the rights and obligations
        of
        such affiliate or successor person, and Executive agrees that Employer shall
        be
        released and novated from any and all further liability hereunder. For purposes
        of this Agreement, the term “Employer” shall mean Employer as hereinbefore
        defined in the recitals to this Agreement and any permitted assignee to which
        this Agreement is assigned.

       

      5.2      
        Successors
        

       

      This
        Agreement shall be binding upon and shall inure to the benefit of the successors
        and permitted assigns of Employer and the personal and legal representatives,
        executors, administrators, successors, distributees, devisees and legatees
        of
        Executive. Executive acknowledges and agrees that all Executive’s covenants and
        obligations to Employer, as well as the rights of Employer under this Agreement,
        shall run in favor of and will be enforceable by Employer, its affiliates
        and
        their successors and permitted assigns.

       

      5.3       
        Entire
        Agreement 

       

      This
        Agreement contains the entire understanding of Executive, on the one hand,
        and
        Employer on the other hand, with respect to the subject matter hereof, and
        all
        oral or written agreements or representations, express or implied, with respect
        to the subject matter hereof are set forth in this Agreement.

       

      5.4       
        Amendment
        

       

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

       

      5.5       
        Notice
        

       

      All
        notices, requests, demands and other communications required or permitted
        to be
        given under the terms of this Agreement shall be in writing and shall be
        deemed
        to have been duly given when delivered by hand or overnight courier, return
        receipt requested, postage prepaid, addressed to the other party as set forth
        below:

       

       

      
        	
                If
                  to Employer:

                 

                 

                 

              	Tankers
                Services AS
                P.O.
                  Box 2039 Vika, 0125 Oslo, Norway.

                Attn:
                  Board of Directors

                 

              
	
                If
                  to Executive:

                 

              	
                Tom
                  R Kjeldsberg

                Suhms
                  Gate 28

                0362
                  Oslo, Norway

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

                   
        The parties may change the address to which notices under this Agreement
        shall
        be sent by providing written notice to the other in the manner specified
        above.

       

      5.6       
        Governing
        Law; Jurisdiction;

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of
        Norway, and both Employer and Executive submit to the exclusive jurisdiction
        of
        the Oslo District Court in all matters arising out of or in connection with
        this
        Agreement.

       

      5.7       
        Severability

       

      If
        any
        term, provision, covenant or condition of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable in any
        jurisdiction, then such provision, covenant or condition shall, as to such
        jurisdiction, be modified or restricted to the extent necessary to make such
        provision valid, binding and enforceable, or, if such provision cannot be
        modified or restricted, then such provision shall, as to such jurisdiction,
        be
        deemed to be excised from this Agreement and any such invalidity, illegality
        or
        unenforceability with respect to such provision shall not invalidate or render
        unenforceable such provision in any other jurisdiction, and the remainder
        of the
        provisions hereof shall remain in full force and effect and shall in no way
        be
        affected, impaired or invalidated.

       

      5.8      
        Survival

       

      Subject
        to Section 1.1 the rights and obligations of Employer and Executive under
        the
        provisions of this Agreement, including Section 4 and 5 of this Agreement,
        shall survive and remain binding and enforceable, notwithstanding any
        termination of Executive’s employment with Employer for any reason, to the
        extent necessary to preserve the intended benefits of such
        provisions.

       

      5.9       
        No
        Waiver 

       

      The
        failure of a party to insist upon strict adherence to any term of this Agreement
        on any occasion shall not be considered a waiver of such party’s rights or
        deprive such party of the right thereafter to insist upon strict adherence
        to
        that term or any other term of this Agreement.

       

      5.10     Counterparts
        

       

      This
        Agreement may be signed in counterparts, each of which shall be an original,
        with the same effect as if the signatures thereto and hereto were upon the
        same
        instrument.

       

      5.11    
        Construction

       

      a.      
        The
        headings in this Agreement are for convenience only, are not a part of this
        Agreement and shall not affect the construction of the provisions of this
        Agreement.

       

      b.      
        For purposes of this Agreement, the words “include” and “including”, and
        variations thereof, shall not be deemed to be terms of limitation but rather
        will be deemed to be followed by the words “without limitation”.

       

      c.      
        For
        purposes of this Agreement, the term “person” means any individual, partnership,
        company, corporation or other entity of any kind.

       

      d.      
        For
        purposes of this Agreement, the term “affiliate”, with respect to any person,
        means any other person that controls, is controlled by or is under common
        control with such person.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      



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

       

      


      TANKERS
        SERVICES AS

      


      


      by

      


               
         /s/
        Ole Jacob
        Diesen                            

                
        Name: Ole Jacob Diesen

                
        Title: Chairman

      


      


      by

      


               
         /s/
        Eirik
        Ubøe                                     

                
        Name: Eirik Ubøe

                
        Title: Chief Executive Officer

      


      


      Tom
        R.
        Kjeldsberg

      


      


               
         /s/
        Tom R.
        Kjeldsberg                        

      


      
12