Contract
Exhibit
10.1
EMPLOYMENT
AGREEMENT (this “Agreement”) dated as
of 16 April 2008, between DOUBLE HULL TANKERS, INC., a corporation incorporated
under the laws of the Republic of the Xxxxxxxx Islands (“Employer”), and OLE
XXXXX XXXXXX, an individual (“Executive”).
ARTICLE I
ARTICLE
II
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ARTICLE
III
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(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, (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 under the laws of the United
States of America (“USA”) (or the equivalent thereof in any jurisdiction), (iv)
Executive’s gross negligence or willful 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 Article IV of this
Agreement.
SECTION
3.04. Termination upon
Death or Disability. (a) Executive’s employment with Employer
shall terminate immediately upon Executive’s death or Disability (as defined
below) with no requirement for notice in accordance with Section
1.02. 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.
(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.
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(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) Employer or (y) any entity in
which Employer, 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 Employer 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
Employer to an entity that is not an affiliate (a “Sale”) if such Reorganization
or Sale requires the approval of Employer’s stockholders under the law of
Employer’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 of the USA (or a successor rule thereto)) of the Shares or other securities
eligible to vote for the election of the Board (collectively, the “Employer
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 Employer or all
or substantially all Employer’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 Employer 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 Employer
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;
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(B) the
stockholders of Employer approve a plan of complete liquidation or dissolution
of Employer; or
(C) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act of the USA, respectively) (other than Employer or an affiliate)
becomes the beneficial owner, directly or indirectly, of securities of Employer
representing 50% or more of the then outstanding Employer Voting Securities;
provided that
for purposes of this subparagraph (C), any acquisition directly from Employer
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 by Employer 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 Board, (D) a requirement that Executive relocate his residence (it being
understood that the requirements set forth in Section 1.05 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).
ARTICLE
IV
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(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 relating to the business, operations, products or services of
Employer 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),
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, 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.
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(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;
(ii) (A)
solicit any person that is a customer or client (or prospective customer or
client) of Employer or any of its affiliates to purchase any goods or services
of the type sold by Employer or any of its affiliates from any person other than
Employer or any of its affiliates or to reduce or refrain from doing (or
otherwise change the terms or conditions of) any business with Employer or any
of its affiliates, (B) interfere with or damage (or attempt to interfere with or
damage) any relationship between Employer or any of its affiliates and their
respective employees, customers, clients, vendors or suppliers (or any person
that Employer or any of its 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 the date of the Commencement Date and
terminating one year from the date Executive ceases to be an employee of
Employer for any reason. The Restricted Period shall be deemed
automatically extended by any period in which Executive is in violation of this
Section 4.05.
(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.
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ARTICLE
V
If
to Employer:
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Double
Hull Tankers, Inc.
00
Xxx Xxxxxx
Xx.
Xxxxxx, Xxxxxx XX00XX
Channel
Islands
Attn: Board
of
Directors
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If
to Executive:
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Ole
Xxxxx Xxxxxx
Krags
Xxx 00
0000
Xxxx
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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.
SECTION
5.06. Governing Law;
Jurisdiction. This Agreement shall be governed by and
interpreted in accordance with English law, and the parties hereby submit to the
jurisdiction of the courts of England and Wales.
(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”.
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(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.
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DOUBLE
HULL TANKERS, INC.,
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by
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/s/
Xxxx X. Wikborg
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Xxxx X.
Wikborg
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Title:
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Chairperson
Compensation
Committee
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OLE
XXXXX XXXXXX,
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/s/
Ole Xxxxx
Xxxxxx
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