Letter Agreement Reconciling Employment, Severance, and Change of Control Terms between Mats Berglund and Overseas Shipholding Group, Inc.
This letter agreement between Mats Berglund and Overseas Shipholding Group, Inc. clarifies which terms from Berglund's Employment Agreement, Severance Protection Plan, and Change of Control Protection Agreement will apply in the event of employment termination. It specifies that, during certain periods or after a change of control, specific sections and definitions in the Employment Agreement are replaced by those in the Severance Plan or Change of Control Agreement. All other terms of the Employment Agreement remain unchanged. The agreement is effective upon both parties' signatures.
Exhibit 10.(iii)(z)
September 26, 2006
Mr. Mats Berglund
c/o Overseas Shipholding Group, Inc.
666 Third Avenue
New York, New York 10017
Dear Mats:
Reference is hereby made to (i) the letter agreement between you and Overseas Shipholding Group, Inc. (the Company) dated June 29, 2005 (the Employment Agreement), (ii) the Overseas Shipholding Group, Inc. Severance Protection Plan effective January 1, 2006 (the Severance Plan) in which you participate and have agreed to be bound by the restrictive covenants set forth therein pursuant to the Notice of Eligibility between you and the Company effective January 27, 2006, and (iii) the Change of Control Protection Agreement between you and the Company as of January 1, 2006 (the Change of Control Agreement).
The purpose of this letter agreement is to reconcile certain terms from the Employment Agreement which may conflict with the terms of the Severance Plan and the Change of Control Agreement. By your execution below, you hereby agree that:
(a) during your Protection Period (as defined in the Severance Plan) under the Severance Plan: (i) in connection with a termination of your employment by the Company without Cause, Section 7 of the Employment Agreement shall be replaced with Section 4 of the Severance Plan, (ii) Section 9 of the Employment Agreement shall be replaced by Section 7 of the Severance Plan and (iii) the definition of Cause set forth on Exhibit A to the Employment Agreement shall be replaced by the definition of Cause set forth on Appendix B to the Severance Plan; and
(b) following a Change of Control (as defined in the Change of Control Agreement) and prior to termination of the Change of Control Agreement: (i) in connection with a termination of your employment by the Company without Cause or by you for Good Reason, Section 7 of the Employment Agreement shall be replaced with Section 4 of the Change of Control Agreement, (ii) Section 9 of the Employment Agreement shall be replaced by Section 10 of the Change of Control Agreement, (iii) the definition of Cause set forth on Exhibit A to the Employment Agreement shall be replaced by the definition of Cause set forth in Section 1(ii) of the Change of Control Agreement and (iv) the definition of Good Reason set forth on Exhibit A to the Employment Agreement shall be replaced by the definition of Good Reason set forth in Section 1(v) of the Change of Control Agreement.
All other terms of the Employment Agreement will remain unchanged and the Employment Agreement will remain in full force and effect.
Please acknowledge your agreement by signing below.
Sincerely,
| OVERSEAS SHIPHOLDING GROUP, INC. | ||
|
|
|
|
|
|
|
|
| By |
| /s/Morten Arntzen |
|
| Name: | Morten Arntzen |
|
| Title: | President |
Agreed to and Accepted:
/s/Mats Berglund |
|
Mats Berglund |
|
|
|