0001144204-16-128995 Sample Contracts

EMPLOYEE MATTERS AGREEMENT BY AND AMONG OVERSEAS SHIPHOLDING GROUP, INC. AND INTERNATIONAL SEAWAYS, INC. DATED AS OF , 2016
Employee Matters Agreement • October 21st, 2016 • International Seaways, Inc. • Water transportation • Delaware

THIS EMPLOYEE MATTERS AGREEMENT, dated as of , 2016 (this “Agreement”), is by and among Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), and International Seaways, Inc., a Marshall Islands corporation (“INSW”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Separation and Distribution Agreement (as defined below).

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FORM OF TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 21st, 2016 • International Seaways, Inc. • Water transportation • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into this , by and between Overseas Shipholding Group, Inc., a Delaware corporation (“OSG”), and International Seaways, Inc. (f/k/a OSG International, Inc.), a Marshall Islands corporation (“INSW,” and, together with OSG, each a “Party” and collectively, the “Parties”).

FORM OF Amendment No. 3 to James D. Small’s Employment Agreement
S Employment Agreement • October 21st, 2016 • International Seaways, Inc. • Water transportation

This Amendment No. 3 (the “Amendment”), dated as of , 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and James D. Small (the “Executive”) and acknowledged by International Seaways, Inc. (“INSW”).

FORM OF Amendment No. 3 to Lois K. Zabrocky’s Employment Agreement
S Employment Agreement • October 21st, 2016 • International Seaways, Inc. • Water transportation

This Amendment No. 3 (the “Amendment”), dated as of , 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and Lois K. Zabrocky (the “Executive”) and acknowledged by International Seaways, Inc. (“INSW”).

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