PLAN - MEANS THE OVERSEAS SHIPHOLDING GROUP, INC.
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN, AS AMENDED FROM TIME TO TIME.
14.22
PLAN YEAR - MEANS THE CALENDAR YEAR.
14.23
RULE 16B-3 - MEANS THE "SHORT-SWING" PROFIT RECOVERY
RULE PURSUANT TO RULE 16B-3 PROMULGATED UNDER SECTION 16(B) OF THE EXCHANGE ACT
OR ANY SUCCESSOR PROVISION.
14.24
SECTION 409A - MEANS SECTION 409A OF THE CODE,
INCLUDING THE FINAL REGULATIONS PROMULGATED THEREUNDER OR ANY OTHER GUIDANCE
ISSUED BY THE SECRETARY OF THE TREASURY OR THE INTERNAL REVENUE SERVICE WITH
RESPECT THERETO.
14.25
SEPARATION FROM SERVICE - MEANS A "SEPARATION FROM
SERVICE" (AS DEFINED IN SECTION 409A) AS A DIRECTOR OF THE COMPANY FOR ANY
REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DEATH, RETIREMENT,
RESIGNATION, DISABILITY, AND DISMISSAL (WITH OR WITHOUT CAUSE).
14.26
SUBSIDIARY - MEANS ANY "SUBSIDIARY CORPORATION" WITHIN
THE MEANING OF SECTION 424(F) OF THE CODE.
AN ENTITY SHALL BE DEEMED A
SUBSIDIARY OF THE COMPANY ONLY FOR SUCH PERIODS AS THE REQUISITE OWNERSHIP
RELATIONSHIP IS MAINTAINED.
14.27
UNFORESEEABLE EMERGENCY - MEANS A SEVERE FINANCIAL
HARDSHIP TO THE PARTICIPANT RESULTING FROM AN ILLNESS OR ACCIDENT OF THE
PARTICIPANT, OR OF A SPOUSE, A BENEFICIARY, OR A DEPENDENT (AS DEFINED IN
SECTION 152 OF THE CODE, WITHOUT REGARD TO SECTION 152(B)(1), (B)(2) AND
(D)(1)(B) OF THE CODE) OF THE PARTICIPANT, LOSS OF THE PARTICIPANT'S PROPERTY
DUE TO CASUALTY, OR OTHER SIMILAR EXTRAORDINARY AND UNFORESEEABLE CIRCUMSTANCES
ARISING AS A RESULT OF EVENTS BEYOND THE CONTROL OF THE PARTICIPANT.
THE
CIRCUMSTANCES CONSTITUTING AN UNFORESEEABLE EMERGENCY SHALL DEPEND ON THE FACTS
OF EACH CASE, BUT IN ANY EVENT, SHALL NOT BE MADE TO THE EXTENT THAT SUCH
EMERGENCY IS OR MAY BE RELIEVED:
(A) THROUGH LIQUIDATION OR COMPENSATION BY
INSURANCE OR OTHERWISE, (B) BY LIQUIDATION OF THE PARTICIPANT'S ASSETS, TO THE
EXTENT THE LIQUIDATION OF SUCH ASSETS WOULD NOT ITSELF CAUSE SEVERE FINANCIAL
HARDSHIP, OR (C) BY CESSATION OF DEFERRALS UNDER THIS PLAN.
IN ADDITION TO THE
REQUIREMENTS SET FORTH IN CLAUSES (A), (B), AND (C) ABOVE, AS A PRECONDITION TO
AN UNFORESEEN EMERGENCY, A PARTICIPANT MUST HAVE OBTAINED ALL DISTRIBUTIONS,
OTHER THAN HARDSHIP DISTRIBUTIONS OF SALARY REDUCTION CONTRIBUTIONS UNDER A
CASH-OR-DEFERRED ARRANGEMENT MAINTAINED BY ANY EMPLOYER PURSUANT TO A PLAN
QUALIFIED UNDER SECTION 401(A) OF THE CODE WHICH CONTAINS A CASH-OR-DEFERRED
ARRANGEMENT AND OTHER THAN AMOUNTS AVAILABLE UNDER ANOTHER NONQUALIFIED DEFERRED
COMPENSATION PLAN DUE TO THE UNFORESEEABLE EMERGENCY.
THIS DEFINITION IS
INTENDED TO COMPLY WITH SECTION 409A.
ARTICLE 15 - COMMON STOCK
Shares of Common Stock that may be issued under the Plan shall be funded from
the Company's treasury shares.
ARTICLE 16 - ADMINISTRATION
16.1
THE PLAN SHALL BE ADMINISTERED BY THE COMMITTEE.
THE COMMITTEE MAY SELECT AN ADMINISTRATOR OR ANY OTHER PERSON TO WHOM ITS DUTIES
AND RESPONSIBILITIES HEREUNDER MAY BE DELEGATED.
THE COMMITTEE SHALL HAVE FULL
POWER AND AUTHORITY, SUBJECT TO THE PROVISIONS OF THE PLAN, TO PROMULGATE SUCH
RULES AND REGULATIONS AS IT DEEMS NECESSARY FOR
THE PROPER ADMINISTRATION OF THE PLAN, TO INTERPRET THE PROVISIONS AND SUPERVISE
THE