EXHIBIT 10
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OVERSEAS SHIPHOLDING GROUP, INC. LETTERHEAD
September 19, 1995
Xx. Xxxxxxx X. Xxxxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxxx,
This letter and the General Release attached hereto sets forth
the arrangement agreed to by Overseas Shipholding Group, Inc.
("OSG") and you in connection with your termination of employment
and your retention as a consultant to OSG, as follows:
1. Your employment with OSG shall terminate as of September 11,
1995. Thereafter, you shall serve as a consultant to OSG
for a period of two years, as provided in paragraph 10
hereof.
2. You resigned as Executive Vice President of OSG and as an
officer and/or director of its subsidiaries, as Vice
Chairman of the Finance and Development Committee of the
Board of Directors of OSG, and as a member of all committees
of the Board, effective as of September 11, 1995.
3. OSG shall pay you on October 5, 1995 the gross amount of
$115,904, which represents payment for all unused vacation
days earned by you as of September 11, 1995. OSG shall make
appropriate deductions from said payments for FICA, Federal,
State and local income taxes, etc. and 401(k) contributions.
4. OSG shall make payments to you in the total gross amount of
$1,530,000 payable in 52 bi-weekly installments of
$29,423.08, with the first such installment relating to the
period ending September 22, 1995. The payments provided in
this paragraph do not survive you and they are not payable
to your estate (in such event, the life insurance payment
referred to in paragraph 7 shall be applicable).
5. OSG shall pay to you in December of 1996 and 1997 an amount
equal to the contribution OSG would have made to the
Maritime Overseas Corporation ("MOC") 401(k) Plan in each
such year in respect of your participation therein, had you
been eligible and elected to participate and contribute the
maximum permissible amount.
6. Your aggregate accrued monthly retirement benefit under the
MOC qualified pension plan and under the supplemental
employee retirement plans will reflect two additional years
of service through September 11, 1997 at $765,000 per year.
7. Your participation in and benefits under the life insurance
plan and the medical and dental plan shall continue as at
present until September 30, 1997 unless, in the case of
medical and dental plans, you are eligible for equivalent
coverage under the medical and dental plans related to new
employment.
8. Your rights with respect to any options granted to you under
the OSG 1989 Stock Option Plan (As Amended), which are
unvested at termination of your employment, will all become
vested and exercisable on October 9, 1995. All options,
including those which are presently vested, shall remain
exercisable until December 31, 1997 and shall expire on said
date.
9. Until September 11, 1997, OSG will provide you with the
services of an Executive Secretary/Administrative Assistant,
to be designated by you, at the same compensation level as
your current Secretary/Administrative Assistant.
10. You agree to make yourself available to render such
consulting services as may be requested by OSG from time to
time until September 11, 1997 at no additional cost or
expense to the Company, except that OSG will reimburse your
ordinary and necessary out-of-pocket expenses for business
travel outside of New York City in the course of performing
such services.
11. You agree (i) not to disclose any material or information
which is treated as confidential by OSG and/or MOC
(hereinafter for the purposes of paragraphs 11 and 12 of
this Agreement collectively referred as "OSG"), (ii) not to
disparage OSG, its agents, or any of their subsidiaries,
affiliated or related companies or their respective
employees, (iii) not to work prior to September 11, 1997, as
an employee of, or a consultant to, a shipping company or
ship broker, in any capacity other than dealing with the
development of information systems, and (iv) to keep the
terms of this Agreement confidential and not to disclose its
contents to anyone except your attorney, financial
consultant or other professional advisor.
12. (a) Any breach of the provisions of paragraphs 10 and 11 of
this Agreement by you during the term hereof shall be
considered a material breach of this Agreement. In the
event of such breach, and due to the difficulties in
calculating the damages that might be sustained (directly or
indirectly) as a result of such breach, you specifically
consent to the entry of injunctive relief against you, in
addition to any and all of OSG's remedies under the law, and
you further agree that OSG may obtain the foregoing relief
without the posting of a bond.
(b) In addition, in the event of a breach of the provisions
of paragraphs 10 and 11 of this Agreement by you, OSG shall
be entitled to terminate its obligations to you hereunder
and you shall forfeit all future rights under this
Agreement.
13. This Agreement and the General Release attached hereto
contains the entire agreement between you and OSG and fully
supersedes any and all prior agreements or understandings
with respect to the subject matter hereof and the terms and
provisions of this Agreement and the General Release
attached hereto may not be modified or amended except in a
writing signed by both parties.
14. You have the right to consider fully the terms of this
Agreement for twenty-one (21) days and to consult with an
attorney of your choosing in connection with this Agreement.
15. You represent and warrant that (a) you have carefully read
this Agreement in its entirety and you fully understand the
significance of all of the terms and conditions of this
Agreement, and (b) you are signing this Agreement
voluntarily and of your own free will, and assent to all the
terms and conditions contained herein.
16. No waiver by either party of any breach by the other party
of its obligations hereunder shall be deemed a waiver of any
prior or subsequent breach. Except to the extent otherwise
specifically provided herein, any waiver must be in writing
and signed by you or an authorized officer of OSG, as the
case may be.
17. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New
York applicable to contracts to be performed therein.
18. The parties agree that OSG shall withhold all amounts
required to be withheld for federal, state and local income
tax purposes to the extent required by applicable law.
This Agreement and the General Release attached hereto shall not
become effective until the eighth day following your execution
thereof, and you may revoke your agreement prior to that date by
giving written notice of such revocation to the undersigned.
If you are in agreement with the Agreement and the General
Release attached hereto, please indicate your approval and
acceptance thereof by signing your name and inserting the date
where indicated below on both copies of the Agreement, and
executing both copies of the General Release in the presence of a
Notary, and return one original copy of each thereof to me. The
enclosed duplicate original of each are for you.
Very truly yours,
S/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President
Enclosures
I hereby agree to be bound by the terms and conditions of the
above Agreement.
Date: 9/19/95 S/Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
