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.
Appears in 3 contracts
Samples: Change of Control Protection Agreement (Overseas Shipholding Group Inc), Change of Control Protection Agreement (Overseas Shipholding Group Inc), Change of Control Protection Agreement (Overseas Shipholding Group Inc)
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 's period of employment with the Company, indemnify the Executive to the fullest extent permitted or authorized by the Company’s '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 '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.
Appears in 3 contracts
Samples: Change of Control Protection Agreement (Overseas Shipholding Group Inc), Change of Control Protection Agreement (Overseas Shipholding Group Inc), Change of Control Protection Agreement (Overseas Shipholding Group Inc)
No Resignation. (a) In consideration of this Agreement, the Executive agrees that he will not to 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.
Appears in 3 contracts
Samples: Change of Control Protection Agreement (Overseas Shipholding Group Inc), Change of Control Protection Agreement (Overseas Shipholding Group Inc), Change of Control Protection Agreement (Overseas Shipholding Group Inc)
No Resignation. (a) In consideration of this Agreement, the Executive agrees that he she 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.
Appears in 1 contract
Samples: Change of Control Protection Agreement (Overseas Shipholding Group Inc)
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 hereofEffective Time, 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.
Appears in 1 contract
Samples: Change of Control Protection Agreement (Overseas Shipholding Group Inc)