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EXHIBIT 10.6
Mr. Jonathan Whitworth
Overseas Shipholding Group, Inc.
666 Third Avenue
New York, New York 10017
Dear Jonathan:
This letter agreement shall serve as an amendment to the
employment letter agreement (the "Employment Agreement"), dated as
of September 24, 2006, by and between you and Overseas Shipholding
Group, Inc. The parties agree that the amendments set forth herein
are intended to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the " Code "),
and the regulations and guidance promulgated thereunder
(collectively " Code Section 409A ").
Effective as of September 24, 2006, the Employment Agreement is
amended as follows:
1. The
following sentence is added to the end of Section 2 of the
Employment Agreement to read as follows:
"The Base Salary will be paid to you in accordance with the
Company’s normal payroll practices."
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2.
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Section 5 of the Employment Agreement is amended
in its entirety to read as follows:
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"5. Termination . If your employment with the Company
terminates as a result of your death, disability or your voluntary
termination without Good Reason (as defined in Exhibit A), the
Company will pay to you (i) any Base Salary earned but not yet paid
in accordance with the Company’s normal payroll practices,
(ii) any accrued vacation pay in accordance the Company’s
policies, (iii) any bonus for any prior completed year earned, but
not yet paid, to the extent provided under, and paid in accordance
with, the terms of the applicable plan or program, and (iv) any
amounts due under any other plan of the Company applicable to you
paid in accordance with the terms of the applicable plan (the
"Accrued Amounts"). You will not be entitled to any other
amounts."
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3.
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Section 6 of the Employment Agreement is amended
in its entirety to read as follows:
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"6. Termination Without Cause or For Good Reason . If the
Company terminates your employment without Cause (as defined in
Exhibit A) or you terminate your employment
for Good Reason, you will receive your Accrued
Amounts and, provided such termination is prior November 28, 2009,
subject to your execution and delivery to the Company of a general
release in a form that will be provided to you by the Company
within seven (7) days following your date of termination that has
become effective within sixty (60) following your date of
termination, the Company will (i) continue to pay your monthly Base
Salary for a period of 24 months from your date of termination in
accordance with the Company’s normal payroll practices;
provided that, subject to the delay set forth in Section 10(b), the
first payment of such amounts shall be made on the sixtieth (60
th ) day after your d
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