THE EXECUTIVE TO INCUR ANY ADDITIONAL TAX OR INTEREST
UNDER CODE SECTION 409A OR ANY REGULATIONS OR TREASURY GUIDANCE PROMULGATED
THEREUNDER, THE COMPANY SHALL, AFTER CONSULTING WITH THE EXECUTIVE, REFORM SUCH
PROVISION; PROVIDED THAT THE COMPANY AGREES TO MAINTAIN, TO THE MAXIMUM EXTENT
PRACTICABLE, THE ORIGINAL INTENT AND ECONOMIC BENEFIT TO THE EXECUTIVE OF THE
APPLICABLE PROVISION WITHOUT VIOLATING THE PROVISIONS OF CODE SECTION 409A.
THE
COMPANY SHALL INDEMNIFY AND HOLD THE EXECUTIVE HARMLESS, ON AN AFTER-TAX BASIS,
FOR ANY ADDITIONAL TAX (INCLUDING INTEREST AND PENALTIES WITH RESPECT THERETO)
IMPOSED ON THE EXECUTIVE AS A RESULT OF CODE SECTION 409A WITH REGARD TO THE
PAYMENTS AND BENEFITS HEREUNDER.
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.
12
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/Morten Arntzen
Name:
Morten Arntzen
Title:
President and