0001144204-15-016383 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2015 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • New York

This AGREEMENT, dated as of February 13, 2015 (the “Agreement”), between Overseas Shipholding Group, Inc., a Delaware Corporation (the “Company”), and James D. Small III (the “Executive”).

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February 3, 2015 Mr. James Edelson New York, NY 10023 Dear Mr. Edelson:
Overseas Shipholding Group Inc • March 16th, 2015 • Deep sea foreign transportation of freight • New York

Overseas Shipholding Group, Inc. (the “Company”) has agreed to provide you enhanced severance in connection with a termination of your employment by the Company pursuant to the terms set forth in this Letter Agreement.

OFFICER INDEMNITY AGREEMENT As of ______________
Officer Indemnity Agreement • March 16th, 2015 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware
Settlement, Release, and Indemnity Agreement
Settlement, Release, and Indemnity Agreement • March 16th, 2015 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • New York

This settlement, release, and indemnity agreement (this “Agreement”) is entered into as of February 3, 2015 (the “Execution Date”), by and between Overseas Shipholding Group, Inc. (“OSG”), OSG Ship Management, Inc. (“OSM”), OSG Bulk Ships, Inc. (“OBS”), and OSG International, Inc. (“OIN” and together with OSG, OSM, and OBS, the “OSG Parties”) and James I. Edelson (“Edelson” and together with the OSG Parties, the “Parties”) and shall become effective without further action of the Parties on the date that the order of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) approving this Agreement and authorizing the OSG Parties’ performance hereunder (the “Approval Order”) becomes a Final Order (such date, the “Effective Date”).1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2015 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight

This AGREEMENT, dated as of March 2, 2015 (the “Amendment”), between Overseas Shipholding Group, Inc. (the “Company”) and Adewale O. Oshodi (the “Executive”).

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