Common use of Vesting and Settlement Clause in Contracts

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (i) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination of the Participant’s service as a director for any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoing, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement.

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (ia) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the preceding two sentencesPlan, the RSUs shall vest and become nonforfeitable based upon the termination satisfaction of the Participant’s service as a director for any reason, any then Unvested Units held by TSR performance goal (the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30“TSR Performance Goal”) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on ________ and ending on ____________ (the “Performance Period”). The TSR Performance Goal shall be based upon a comparison of the total shareholder return (“TSR”) of the Company to the TSRs of the companies (other than the Company) that comprise a combination of the Oil & Gas Storage & Transport and Marine GICS Sub Industries Indexes (the “Index”) during the Performance Period; provided, any company that is included in the preceding paragraphIndex at the beginning of the Performance Period but that is removed from the Index prior to the end of the Performance Period due to bankruptcy or a restructuring shall be assigned a level of TSR achievement that is lower than that of any company included in the Index on the last day of the Performance Period. “TSR” means the percentage rate of return, which can be positive or negative, from the first trading day of the Performance Period to the last trading day of the Performance Period, of an equivalent investment in the Common Stock of the Company, or the common shares of beneficial interest issued by the relevant company in the Index on the first trading day of the Performance Period, assuming reinvestment of all dividends and other distributions paid during the Performance Period. The portion of the Grantee’s RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation between the 40th and 50th percentiles and between the 50th and 75th percentiles, as certified by the Committee: Company TSR Relative to the TSR of the Companies in Index Percentage of Target RSUs That Vest and Become Nonforfeitable The Company shall be excluded in determining the percentile rank of the other companies in the Index, and the Company’s percentile rank shall be calculated by using linear interpolation between the percentile rank of the other companies in the Index. Notwithstanding the foregoingpreceding schedule, if the Company may determine in its sole and absolute discretion at TSR is a negative number, then the time of delivery that all or a portion percentage of the Vested Units RSUs that vests and becomes nonforfeitable, as determined in accordance with the preceding schedule, shall be settled in shares of Common Stocklimited to 100%. No fractional shares will of Common Stock shall be issued under this Agreementissued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share.

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third first anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (i) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination of the Participant’s service as a director for any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent or a designated brokerage firm of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoing, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement.

Vesting and Settlement. Subject (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the RSUs shall vest and become nonforfeitable based upon the satisfaction of the ROIC performance goal (the "ROIC Performance Goal") as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on ______________ and ending on _____________ (the "Performance Period"). The ROIC Performance Goal shall be based on the Company's cumulative return on invested capital ("ROIC") relative to the Participant’s continuous service with Company's budgeted ROIC for the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of GrantPerformance Period. If the Restricted Stock Units have vested The formula for calculating "ROIC" is: as determined in accordance with this vesting scheduleU.S. generally accepted accounting procedures and as reflected on the Company's audited financial statements. The portion of the Grantee's RSUs, they are referred to herein as “Vested Units.” If if any, that vests and becomes nonforfeitable in the Restricted Stock Units have not vested Performance Period shall be determined in accordance with this vesting the following schedule, they are referred using linear interpolation between 80% and 100% attainment and between 100% and 120% attainment of the Performance Goal, as certified by the Committee: OSG Grant Agreement- Form PB 20__ No fractional shares of Common Stock shall be issued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to herein as “Unvested Unitsthe next whole share.” (b) Notwithstanding anything herein or to the contrary in Section 4(a) above, if the Grantee's Employment is terminated by the Company for a reason other than Cause before the end of the Performance Period, a pro-rata portion of the RSUs shall vest as of the last day of the Performance Period, determined by multiplying the number of RSUs that otherwise would have vested at the end of the Performance Period, based on the level of attainment of the ROIC Performance Goal as certified by the Committee as provided in Section 4(c) below, by a fraction, the numerator of which is the number of days the Grantee was in Employment during the Performance Period and the denominator of which is the number of days in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member Performance Period. (c) Settlement of the Board due to Retirement, death vested RSUs may be in either shares of Common Stock or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” meanscash, as determined by the CompanyCommittee in its discretion, (i) and shall occur as soon as practicable following the willful failure by Committee’s certification following the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance end of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination Performance Period of the Participant’s service as a director for level of attainment of the ROIC Performance Goal and in any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of event no later than 60 days after the date of the Committee's certification (such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoingdate, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement“Settlement Date”).

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (ia) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the preceding two sentencesPlan, the RSUs shall vest and become nonforfeitable based upon the termination satisfaction of the Participant’s service as a director for any reason, any then Unvested Units held by TSR performance goal (the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30"TSR Performance Goal") days after the vesting or accelerated vesting of such Restricted Stock Units as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on _________________ and ending on _______________ (the "Performance Period"). The TSR Performance Goal shall be based upon a comparison of the total shareholder return (“TSR”) of the Company to the TSRs of the companies (other than the Company) that comprise [INSERT INDEX] during the Performance Period; provided, any company that is included in the preceding paragraph[INSERT INDEX] at the beginning of the Performance Period but that is removed from the index prior to the end of the Performance Period due to bankruptcy or a restructuring shall be assigned a level of TSR achievement that is lower than that of any company included in the index on the last day of the Performance Period. “TSR” means the percentage rate of return, which can be positive or negative, from the first trading day of the Performance Period to the last trading day of the Performance Period, of an equivalent investment in the Common Stock of the Company, or the common shares of beneficial interest issued by the relevant company in the [INSERT INDEX], as applicable, on the first trading day of the Performance Period, assuming reinvestment of all dividends and other distributions paid during the Performance Period. The portion of the Grantee’s RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation [INSERT], as certified by the Committee: The Company shall be excluded in determining the percentile rank of the other companies in the S&P Transportation Select Index, and the Company’s percentile rank shall be calculated by using linear interpolation between the percentile rank of the other companies in the index. Notwithstanding the foregoingpreceding schedule, if the Company may determine in its sole and absolute discretion at TSR is a negative number, then the time of delivery that all or a portion percentage of the Vested Units RSUs that vests and becomes nonforfeitable, as determined in accordance with the preceding schedule, shall be settled in shares of Common Stocklimited to 100%. No fractional shares will of Common Stock shall be issued under this Agreementissued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share.

Vesting and Settlement. Subject (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the RSUs shall vest and become nonforfeitable based upon the satisfaction of the ROIC performance goal (the "ROIC Performance Goal") as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on ______________ and ending on _____________ (the "Performance Period"). The ROIC Performance Goal shall be based on the Company's cumulative return on invested capital ("ROIC") relative to the Participant’s continuous service with Company's budgeted ROIC for the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of GrantPerformance Period. If the Restricted Stock Units have vested The formula for calculating "ROIC" is: as determined in accordance with this vesting scheduleU.S. generally accepted accounting procedures and as reflected on the Company's audited financial statements. The portion of the Grantee's RSUs, they are referred to herein as “Vested Units.” If if any, that vests and becomes nonforfeitable in the Restricted Stock Units have not vested Performance Period shall be determined in accordance with this vesting the following schedule, they are referred using linear interpolation between 80% and 100% attainment and between 100% and 120% attainment of the Performance Goal, as certified by the Committee: No fractional shares of Common Stock shall be issued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to herein as “Unvested Unitsthe next whole share.” (b) Notwithstanding anything herein or to the contrary in Section 4(a) above, if the Grantee's Employment is terminated by the Company for a reason other than Cause before the end of the Performance Period, a pro-rata portion of the RSUs shall vest as of the last day of the Performance Period, determined by multiplying the number of RSUs that otherwise would have vested at the end of the Performance Period, based on the level of attainment of the ROIC Performance Goal as certified by the Committee as provided in Section 4(c) below, by a fraction, the numerator of which is the number of days the Grantee was in Employment during the Performance Period and the denominator of which is the number of days in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member Performance Period. (c) Settlement of the Board due to Retirement, death vested RSUs may be in either shares of Common Stock or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” meanscash, as determined by the CompanyCommittee in its discretion, (i) and shall occur as soon as practicable following the willful failure by Committee’s certification following the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance end of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination Performance Period of the Participant’s service as a director for level of attainment of the ROIC Performance Goal and in any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of event no later than 60 days after the date of the Committee's certification (such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoingdate, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement“Settlement Date”).

Vesting and Settlement. Subject (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the RSUs shall vest and become nonforfeitable based upon the satisfaction of the ROIC performance goal (the “ROIC Performance Goal”) as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on ___________ and ending on _______________ (the “Performance Period”). The ROIC Performance Goal shall be based on the Company’s cumulative return on invested capital (“ROIC”) relative to the ParticipantCompany’s continuous service with budgeted ROIC for the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of GrantPerformance Period. If the Restricted Stock Units have vested The formula for calculating “ROIC” is: as determined in accordance with this vesting scheduleU.S. generally accepted accounting procedures and as reflected on the Company’s audited financial statements. The portion of the Grantee’s RSUs, they are referred to herein as “Vested Units.” If if any, that vests and becomes nonforfeitable in the Restricted Stock Units have not vested Performance Period shall be determined in accordance with this vesting the following schedule, they are referred using linear interpolation between 80% and 100% attainment and between 100% and 120% attainment of the Performance Goal, as certified by the Committee: No fractional shares of Common Stock shall be issued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to herein as “Unvested Unitsthe next whole share.” (b) Notwithstanding anything herein or to the contrary in Section 4(a) above, if the Grantee’s Employment is terminated by the Company for a reason other than Cause before the end of the Performance Period, a pro-rata portion of the RSUs shall vest as of the last day of the Performance Period, determined by multiplying the number of RSUs that otherwise would have vested at the end of the Performance Period, based on the level of attainment of the ROIC Performance Goal as certified by the Committee as provided in Section 4(c) below, by a fraction, the numerator of which is the number of days the Grantee was in Employment during the Performance Period and the denominator of which is the number of days in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member Performance Period. (c) Settlement of the Board due to Retirement, death vested RSUs may be in either shares of Common Stock or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” meanscash, as determined by the CompanyCommittee in its discretion, (i) and shall occur as soon as practicable following the willful failure by Committee’s certification following the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance end of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination Performance Period of the Participant’s service as a director for level of attainment of the ROIC Performance Goal and in any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of event no later than 60 days after the date of the Committee’s certification (such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoingdate, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement“Settlement Date”).

Vesting and Settlement. Subject 1The RSUs subject to vesting based on satisfaction of performance components are subject to cumulative achievement of goals based on the following performance components: (1) the Company’s Return on Equity, (2) the Company’s Leverage Ratio, and (3) the Recipient’s Individual Effectiveness, in the amounts and each as further described in Exhibit A attached hereto. The RSUs subject to vesting based on satisfaction of performance components shall vest in a lump sum on the date the Committee determines that the goals based on the performance components have been satisfied, subject to the ParticipantRecipient’s continuous continued service with the Company, the Restricted Stock Units through such date. The Recipient’s satisfaction of goals based on performance components shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the CompanyCommittee in its sole discretion. The shares of Stock earned as such RSUs vest will be transferred or issued to the Recipient (or his or her estate, in the event of his or her death) promptly after they vest, but in any event not later than the 15th day of the third month following the end of the calendar year in which such RSUs become vested. Notwithstanding ACTIVE/118907641.1 ​ ​ anything to the contrary in this Agreement, if any settlement of RSUs would otherwise result in the issuance of a fractional share to the Recipient after aggregating all shares and fractional shares to be issued to the Recipient in connection with such settlement, then any such final fractional share shall be eliminated and the Company shall pay to the Recipient, in lieu thereof, cash in an amount equal to (i) the willful failure average closing price of a share of Stock during the 10 most recent trading days prior to the date of issuance of the other shares issued in settlement of such RSU, multiplied by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination of the Participant’s service as a director for any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoing, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreementamount.

Vesting and Settlement. Subject to the Participant’s 's continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s 's cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (i) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s 's incapacity due to physical or mental illness); (ii) the Participant’s 's willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s 's commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s 's duties; or (iv) the Participant’s 's conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination of the Participant’s 's service as a director for any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoing, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement.

Vesting and Settlement. Subject (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the RSUs shall vest and become nonforfeitable based upon the satisfaction of the ROIC performance goal (the “ROIC Performance Goal”) as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”). The ROIC Performance Goal shall be based on the Company’s cumulative return on invested capital (“ROIC”) relative to the ParticipantCompany’s continuous service with budgeted ROIC for the Company, the Restricted Stock Units shall vest on the third anniversary Performance Period. The formula for calculating “ROIC” is: Long term debt + Current portion of the Date of Grant. If the Restricted Stock Units have vested long term debt - Cash+ Shareholders Equity as determined in accordance with this vesting scheduleU.S. generally accepted accounting procedures and as reflected on the Company’s audited financial statements. The portion of the Grantee’s RSUs, they are referred to herein as “Vested Units.” If if any, that vests and becomes nonforfeitable in the Restricted Stock Units have not vested Performance Period shall be determined in accordance with this vesting the following schedule, they are referred using linear interpolation between 80% and 100% attainment and between 100% and 120% attainment of the Performance Goal, as certified by the Committee: No fractional shares of Common Stock shall be issued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to herein as “Unvested Unitsthe next whole share.” (b) Notwithstanding anything herein or to the contrary in Section 4(a) above, if the Grantee’s Employment is terminated by the Company for a reason other than Cause before the end of the Performance Period, a pro-rata portion of the RSUs shall vest as of the last day of the Performance Period, determined by multiplying the number of RSUs that otherwise would have vested at the end of the Performance Period, based on the level of attainment of the ROIC Performance Goal as certified by the Committee as provided in Section 4(c) below, by a fraction, the numerator of which is the number of days the Grantee was in Employment during the Performance Period and the denominator of which is the number of days in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member Performance Period. (c) Settlement of the Board due to Retirement, death vested RSUs may be in either shares of Common Stock or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” meanscash, as determined by the CompanyCommittee in its discretion, (i) and shall occur as soon as practicable following the willful failure by Committee’s certification following the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance end of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as set forth in the preceding two sentences, upon the termination Performance Period of the Participant’s service as a director for level of attainment of the ROIC Performance Goal and in any reason, any then Unvested Units held by the Participant shall be forfeited and canceled as of event no later than 60 days after the date of the Committee’s certification (such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoingdate, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement“Settlement Date”).

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (ia) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the preceding two sentencesPlan, the RSUs shall vest and become nonforfeitable based upon the termination satisfaction of the Participant’s service ROIC performance goal (the “ROIC Performance Goal”) as a director for any reasonset forth below, any then Unvested Units held provided that the Grantee remains continuously employed by the Participant Company through the end of the three-year period commencing on ___________ and ending on _______________ (the “Performance Period”). The ROIC Performance Goal shall be forfeited based on the Company’s cumulative return on invested capital (“ROIC”) relative to the Company’s budgeted ROIC for the Performance Period. The formula for calculating “ROIC” is: as determined in accordance with U.S. generally accepted accounting procedures and canceled as reflected on the Company’s audited financial statements. The portion of the Grantee’s RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation between 80% and 100% attainment and between 100% and 120% attainment of the Performance Goal, as certified by the Committee: No fractional shares of Common Stock shall be issued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share. (b) Notwithstanding anything to the contrary in Section 4(a) above, if the Grantee’s Employment is terminated by the Company for a reason other than Cause before the end of the Performance Period, a pro-rata portion of the RSUs shall vest as of the date last day of such termination. The Vested Units shall be settled in cash the Performance Period, determined by multiplying the number of RSUs that otherwise would have vested at the end of the Performance Period, based on the level of attainment of the ROIC Performance Goal as certified by the delivery Committee as provided in Section 4(c) below, by a fraction, the numerator of which is the number of days the Grantee was in Employment during the Performance Period and the denominator of which is the number of days in the Performance Period. (c) Settlement of vested RSUs may be in either (i) shares of Common Stock or (ii) cash equal in value to the Participant product of (A) the cash-equivalent Fair Market Value, determined in accordance with the Plan, of one a share of Common Stock per Vested Unit within thirty on the vesting date multiplied by (30B) the number of shares of Common Stock subject to the RSUs vesting on the vesting date. Determinations as to whether vested RSUs shall be paid in shares of Common Stock or in cash shall be made by the Committee in its discretion, and settlement shall occur as soon as practicable following the vesting date, but in no event later than 60 days after the vesting or accelerated vesting of date (such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoingdate, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement“Settlement Date”).

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (ia) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the preceding two sentencesPlan, the RSUs shall vest and become nonforfeitable based upon the termination satisfaction of the Participant’s service as a director for any reason, any then Unvested Units held by TSR performance goal (the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30"TSR Performance Goal") days after the vesting or accelerated vesting of such Restricted Stock Units as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on _________________ and ending on _______________ (the "Performance Period"). The TSR Performance Goal shall be based upon a comparison of the total shareholder return (“TSR”) of the Company to the TSRs of the companies (other than the Company) that comprise the [INSERT] during the Performance Period; provided, any company that is included in the preceding paragraph[INSERT] at the beginning of the Performance Period but that is removed from the index prior to the end of the Performance Period due to bankruptcy or a restructuring shall be assigned a level of TSR achievement that is lower than that of any company included in the index on the last day of the Performance Period. “TSR” means [INSERT]. The portion of the Grantee’s RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation [INSERT], as certified by the Committee: OSG Grant Agreement- Form PB 2017 The Company shall be excluded in determining the percentile rank of the other companies in the [INSERT], and the Company’s percentile rank shall be calculated by using linear interpolation between the percentile rank of the other companies in the index. Notwithstanding the foregoingpreceding schedule, if the Company may determine in its sole and absolute discretion at the time of delivery that all or TSR is a portion of the Vested Units shall be settled in shares of Common Stocknegative number, then [INSERT]. No fractional shares will of Common Stock shall be issued under this Agreementissued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share.

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (ia) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the preceding two sentencesPlan, the RSUs shall vest and become nonforfeitable based upon the termination satisfaction of the Participant’s service as a director for any reason, any then Unvested Units held by TSR performance goal (the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30“TSR Performance Goal”) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on ________ and ending on ____________ (the “Performance Period”). The TSR Performance Goal shall be based upon a comparison of the total shareholder return (“TSR”) of the Company to the TSRs of the companies (other than the Company) that comprise a combination of the Oil & Gas Storage & Transport and Marine GICS Sub Industries Indexes (the “Index”) during the Performance Period; provided, any company that is included in the preceding paragraphIndex at the beginning of the Performance Period but that is removed from the Index prior to the end of the Performance Period due to bankruptcy or a restructuring shall be assigned a level of TSR achievement that is lower than that of any company included in the Index on the last day of the Performance Period. “TSR” means the percentage rate of return, which can be positive or negative, from the first trading day of the Performance Period to the last trading day of the Performance Period, of an equivalent investment in the Common Stock of the Company, or the common shares of beneficial interest issued by the relevant company in the Index on the first trading day of the Performance Period, assuming reinvestment of all dividends and other distributions paid during the Performance Period. The portion of the Grantee’s RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation between the 40th and 50th percentiles and between the 50th and 75th percentiles, as certified by the Committee: The Company shall be excluded in determining the percentile rank of the other companies in the Index, and the Company’s percentile rank shall be calculated by using linear interpolation between the percentile rank of the other companies in the Index. Notwithstanding the foregoingpreceding schedule, if the Company may determine in its sole and absolute discretion at TSR is a negative number, then the time of delivery that all or a portion percentage of the Vested Units RSUs that vests and becomes nonforfeitable, as determined in accordance with the preceding schedule, shall be settled in shares of Common Stocklimited to 100%. No fractional shares will of Common Stock shall be issued under this Agreementissued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share.

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (ia) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the preceding two sentencesPlan, the RSUs shall vest and become nonforfeitable based upon the termination satisfaction of the Participant’s service as a director for any reason, any then Unvested Units held by TSR performance goal (the Participant shall be forfeited and canceled as of the date of such termination. The Vested Units shall be settled in cash by the delivery to the Participant of the cash-equivalent of one share of Common Stock per Vested Unit within thirty (30“TSR Performance Goal”) days after the vesting or accelerated vesting of such Restricted Stock Units as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”). The TSR Performance Goal shall be based upon a comparison of the total shareholder return (“TSR”) of the Company to the TSRs of the companies (other than the Company) that comprise the S&P Transportation Select Index during the Performance Period; provided, any company that is included in the preceding paragraphS&P Transportation Select Index at the beginning of the Performance Period but that is removed from the index prior to the end of the Performance Period due to bankruptcy or a restructuring shall be assigned a level of TSR achievement that is lower than that of any company included in the index on the last day of the Performance Period. “TSR” means the percentage rate of return, which can be positive or negative, from the first trading day of the Performance Period to the last trading day of the Performance Period, of an equivalent investment in the Common Stock of the Company, or the common shares of beneficial interest issued by the relevant company in the S&P Transportation Select Index, as applicable, on the first trading day of the Performance Period, assuming reinvestment of all dividends and other distributions paid during the Performance Period. The portion of the Grantee’s RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation between the 40th and 50th percentiles and between the 50th and 75th percentiles, as certified by the Committee: The Company shall be excluded in determining the percentile rank of the other companies in the S&P Transportation Select Index, and the Company’s percentile rank shall be calculated by using linear interpolation between the percentile rank of the other companies in the index. Notwithstanding the foregoingpreceding schedule, if the Company may determine in its sole and absolute discretion at TSR is a negative number, then the time of delivery that all or a portion percentage of the Vested Units RSUs that vests and becomes nonforfeitable, as determined in accordance with the preceding schedule, shall be settled in shares of Common Stocklimited to 100%. No fractional shares will of Common Stock shall be issued under this Agreementissued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share.

Vesting and Settlement. Subject to the Participant’s continuous service with the Company, the Restricted Stock Units shall vest on the third anniversary of the Date of Grant. If the Restricted Stock Units have vested in accordance with this vesting schedule, they are referred to herein as “Vested Units.” If the Restricted Stock Units have not vested in accordance with this vesting schedule, they are referred to herein as “Unvested Units.” Notwithstanding anything herein or in the Plan to the contrary, all Unvested Units shall become immediately and fully vested and thereafter be considered Vested Units upon the Participant’s cessation from service as a member of the Board due to Retirement, death or Disability. For purposes of the definition of “Retirement” (as defined in the Plan), “Cause” means, as determined by the Company, (ia) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness); (ii) the Participant’s willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant’s commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant’s duties; or (iv) the Participant’s conviction or plea of no contest to a felony or a crime of moral turpitude. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the preceding two sentencesPlan, the RSUs shall vest and become nonforfeitable based upon the termination satisfaction of the ParticipantROIC performance goal (the “ROIC Performance Goal”) as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on ___________ and ending on _______________ (the “Performance Period”). The ROIC Performance Goal shall be based on the Company’s service cumulative return on invested capital (“ROIC”) relative to the Company’s budgeted ROIC for the Performance Period. The formula for calculating “ROIC” is: as determined in accordance with U.S. generally accepted accounting procedures and as reflected on the Company’s audited financial statements. The portion of the Grantee’s RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation between 80% and 100% attainment and between 100% and 120% attainment of the Performance Goal, as certified by the Committee: Performance Attainment (as a director for % of Performance Goal) Percentage of Target RSUs that Vest and Become Nonforfeitable No fractional shares of Common Stock shall be issued, and any reasonfractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share. (b) Notwithstanding anything to the contrary in Section 4(a) above, any then Unvested Units held if the Grantee’s Employment is terminated by the Participant Company for a reason other than Cause before the end of the Performance Period, a pro-rata portion of the RSUs shall be forfeited and canceled vest as of the date last day of such termination. The Vested Units shall be settled in cash the Performance Period, determined by multiplying the number of RSUs that otherwise would have vested at the end of the Performance Period, based on the level of attainment of the ROIC Performance Goal as certified by the delivery Committee as provided in Section 4(c) below, by a fraction, the numerator of which is the number of days the Grantee was in Employment during the Performance Period and the denominator of which is the number of days in the Performance Period. (c) Settlement of vested RSUs may be in either (i) shares of Common Stock or (ii) cash equal in value to the Participant product of (A) the cash-equivalent Fair Market Value, determined in accordance with the Plan, of one a share of Common Stock per Vested Unit within thirty on the vesting date multiplied by (30B) the number of shares of Common Stock subject to the RSUs vesting on the vesting date. Determinations as to whether vested RSUs shall be paid in shares of Common Stock or in cash shall be made by the Committee in its discretion, and settlement shall occur as soon as practicable following the vesting date, but in no event later than 60 days after the vesting or accelerated vesting of date (such Restricted Stock Units as set forth in the preceding paragraph. Notwithstanding the foregoingdate, the Company may determine in its sole and absolute discretion at the time of delivery that all or a portion of the Vested Units shall be settled in shares of Common Stock. No fractional shares will be issued under this Agreement“Settlement Date”).