FORM OF NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK AWARD AGREEMENT
THIS AWARD AGREEMENT (the “Agreement”), made as of this [____] day of [_____], 20[___], between International Seaways, Inc. (the “Company”), a Marshall Islands corporation, and [_____________] (the “Participant”).
WHEREAS, the Company has adopted the International Seaways, Inc. 2020 Non-Employee Director Incentive Compensation Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing certain non-employee directors of the Company, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the service of the Company; and
WHEREAS, Section 7 of the Plan provides for the grant of Other Stock-Based Awards, including restricted stock, to Participants in the Plan.
NOW THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1.Award of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby awards to the Participant [_____] shares of Common Stock of the Company (the “Restricted Stock”), which may not be transferred, pledged, assigned or otherwise encumbered until vested (the “Transfer Restrictions”).
2.Grant Date. The Grant Date of the Restricted Stock hereby awarded is [______], 20[___].
3.Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.
4.Vesting Date. The Restricted Stock shall vest only in accordance with the provisions of this Agreement. Subject to Participant having continuously served on the Board of Directors through such date, all of the shares of Restricted Stock shall become vested on [_____________] (the “Vesting Date”).
(a) In the event that the Participant’s service on the Board of Directors of the Company terminates prior to the Vesting Date, all of the shares of Restricted Stock shall be forfeited on the date of such termination without payment of any consideration therefore.
(b) Additionally, in the event that the Participant attempts to transfer, pledge, assign or otherwise encumber shares of Restricted Stock prior to the Vesting Date in violation of the Transfer Restrictions, such transfer, pledge, assignment or encumbrance shall be null and void and the Participant’s shares of Restricted Stock shall be forfeited without payment of any consideration therefor.
6.Share Certificates. The shares representing the Restricted Stock will be held in the Participant’s name in book-entry format by the Company’s transfer agent, Computershare Trust Company, N.A. Upon vesting of the shares of Restricted Stock on the Vesting Date, the Participant shall have the right to choose to have a certificate issued in the Participant’s name, to have the shares transferred to a brokerage account of the Participant’s choice or to continue to hold the shares in book-entry format with the transfer agent.