0000075208-07-000014 Sample Contracts

OVERSEAS SHIPHOLDING GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Pursuant to the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan)
Nonqualified Stock Option Agreement • February 22nd, 2007 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is made as of the 15th day of February, 2007 by and between Overseas Shipholding Group, Inc. (the "Company") and Morten Arntzen (the "Optionee").

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February 15, 2007 Mr. Morten Arntzen 1018 Weed Street New Canaan, Connecticut 06840 Dear Mr. Arntzen:
Change of Control Agreement • February 22nd, 2007 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

This letter agreement shall serve to amend the change of control agreement (the "Agreement"), dated as of January 19, 2004, by and between you and Overseas Shipholding Group, Inc. a corporation incorporated under the laws of Delaware with its principal office at 666 Third Avenue, New York, New York 10017, to (1) extend the term of the Agreement, and (2) to facilitate compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable regulations thereunder

OVERSEAS SHIPHOLDING GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Pursuant to the Overseas Shipholding Group, Inc. 2004 Stock Incentive Plan)
Nonqualified Stock Option Agreement • February 22nd, 2007 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), is made as of the 15th day of February, 2007 by and between Overseas Shipholding Group, Inc. (the "Company") and Morten Arntzen (the "Optionee").

February 15, 2007 Mr. Morten Arntzen 1018 Weed Street New Canaan, Connecticut 06840 Dear Mr. Arntzen:
Employment Agreement • February 22nd, 2007 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

This letter agreement shall serve to amend the employment letter agreement (the "Agreement"), dated as of January 19, 2004, by and between you and Overseas Shipholding Group, Inc. a corporation incorporated under the laws of Delaware with its principal office at 666 Third Avenue, New York, New York 10017, to (1) extend the time period for which you will be eligible for certain protection in the event of your termination of employment without cause or for good reason (as such terms are defined in the Agreement), and (2) to facilitate compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable regulations thereunder

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