Form 8-K OVERSEAS SHIPHOLDING For: Mar 30
Tweet
Share
E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 5, 2016 (March 30, 2016)
Date of Report (Date of earliest event reported)
OVERSEAS SHIPHOLDING GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
1-6479-1
Commission File Number
|
Delaware
|
13-2637623
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
1301 Avenue of the Americas
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 953-4100
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Section 5 - Corporate Governance and Management
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On March 30, 2016, Overseas Shipholding Group, Inc. (the “Company”) entered into amendments to the existing employment agreements (the “Employment Agreements” and each, an “Employment Agreement”) of Ian T. Blackley, President and Chief Executive Officer of the Company; Rick F. Oricchio, Senior Vice President and Chief Financial Officer of the Company; James D. Small, Senior Vice President, Secretary and General Counsel of the Company; Lois K. Zabrocky, Senior Vice President of the Company and President of the International Flag SBU; and Henry P. Flinter, Senior Vice President of the Company and President of the US Flag SBU (collectively, the “Amendments”). The Amendments revise the annual bonus that each executive would be eligible to earn, setting revised targets as a percentage of base salary in 2016 (137.5% for Mr. Blackley, 125% for Messrs. Oricchio and Small and Ms. Zabrocky, and 112.5% for Mr. Flinter) and in 2017 and thereafter (125% for Mr. Blackley and 100% for each of Messrs. Oricchio, Small and Flinter and Ms. Zabrocky) and provides target awards for grants of equity in 2016 ($1.5 million for Mr. Blackley, $900,000 for Messrs. Oricchio and Small, $525,000 for Ms. Zabrocky and $425,000 for Mr. Flinter) and 2017 and thereafter ($1.65 million for Mr. Blackley and 100% of base salary for each of Messrs. Oricchio, Small and Flinter and Ms. Zabrocky). The Amendments further provide that if an executive’s employment is terminated by the Company without cause or by the executive for good reason (in each case as defined in the Employment Agreements), the lump sum payment to which the executive will be entitled remains at 150% of base salary (125% in the case of Mr. Flinter) for a termination effective prior to January 1, 2018, and that if the executive’s employment is terminated by the Company without cause or by the executive for good reason, equity-based grants (or cash in lieu of grants) previously granted to the executive will vest as of the date of separation from service (with performance-based grants vesting at target levels).
Section 9 - Financial Statements and Exhibits.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit No.
|
Description
|
|
10.1
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.2
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.3
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.4
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.5
|
Amendment to Employment Agreement dated March 30, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
OVERSEAS SHIPHOLDING GROUP, INC.
|
|||
|
(Registrant)
|
|||
|
Date: April 5, 2016
|
By:
|
/s/ James D. Small III
|
|
|
Name:
|
James D. Small III
|
||
|
Title:
|
Senior Vice President, General Counsel and Secretary
|
||
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
10.1
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.2
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.3
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.4
|
Amendment to Employment Agreement dated March 30, 2016
|
|
10.5
|
Amendment to Employment Agreement dated March 30, 2016
|
Exhibit 10.1
Amendment to Ian T. Blackley’s Employment Agreement
This AGREEMENT (the “Amendment”), dated as of March 30, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and Ian T. Blackley (the “Executive”).
WHEREAS, the Company and the Executive have entered into an employment agreement, dated January 20, 2015 (the “Employment Agreement”).
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
|
1.
|
Section 3(b) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
In addition to the Base Salary, with respect to each fiscal year of the Company during the Term the Executive shall be eligible to earn an annual bonus (the “Annual Bonus”), with a target Annual Bonus (the “Target Bonus”) for 2016 of 137.5% of Base Salary and for 2017 and thereafter of 125% of Base Salary. Actual Annual Bonuses will be based on the achievement of annual individual, business unit and Company performance objectives established by the Board pursuant to the Company’s annual incentive plan and subject to increase or decrease based on performance factors as set forth therein, subject to the Executive’s employment with the Company through the applicable payment date for any such Annual Bonus. Notwithstanding anything to the contrary herein, the Annual Bonus shall be paid no later than the 15th day of the third month following the close of the fiscal year to which the Annual Bonus relates.
|
2.
|
Section 3(c) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
During the term of employment, the Executive may periodically be recommended to receive equity grants in the form of nonstatutory stock options, restricted stock, restricted stock units, or performance stock units, subject to the Board’s approval and further subject to NYSE or other rules and regulations related to the timing of grants. Any such grants will be subject to terms and conditions approved by the Board upon the recommendation of the Compensation Committee. The specific terms and conditions governing all aspects of any such grants shall be set forth in the Company equity incentive plan (the “Plan”) and in the grant agreement evidencing such grants, subject to Section 6(a) hereof. In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the awards will be adjusted in a manner consistent with adjustments made generally to similar awards under the Plan held by senior executives of the Company. The grant for 2016 will have a value of $1,500,000 and the grant for 2017 and thereafter will have a value of $1,650,000, in each case as determined by the Company consistent with past practice. One-third of each grant shall be in the form of stock options, one-third in time-based restricted stock units and one-third in performance-based restricted stock units. Vesting will be over a three year period, in equal one-third portions, as outlined in the individual equity agreements; provided that, in the case of performance-based restricted stock units granted after January 1, 2016, grants shall vest at the end of a three year period unless otherwise specified in the related individual equity agreements.
|
3.
|
Section 6(a)(C) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Bonus Payment. In a single lump sum within 30 days following the Date of Separation from Service a one-time amount equal to the Target Bonus as in effect for the year in which the Date of Separation from Service occurs (provided, however, that for any Separation from Service effective prior to January 1, 2018, such amount shall be equal to 150% of the Base Salary in effect as of immediately prior to such Separation from Service) in addition to any bonus earned but unpaid for any prior fiscal year (such lump sum, the “Separation Payment”).
|
4.
|
Section 6(a)(D) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Pro Rata Bonus. In a single lump sum within 30 days following the Date of Separation from Service a one-time amount equal to the product of (i) the Target Bonus (provided, however, that for any Separation from Service effective prior to January 1, 2018, such amount shall be equal to 150% of the Base Salary in effect as of immediately prior to such Separation from Service) and (ii) a fraction, the numerator of which is the number of full weeks the Executive was employed with the Company in the year in which the Separation from Service occurs and the denominator of which is fifty-two (such lump sum, the “Pro-Rata Bonus Payment”), solely to the extent the bonus plan doesn’t by its terms provide for the payment of a pro rata bonus upon a termination without cause.
|
5.
|
Section 6(a)(E) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Vesting of Equity Awards. All Option Shares and RSUs (and any other equity based grants or cash in lieu of grants) granted to the Executive, to the extent not otherwise vested, shall be vested (performance-based grants shall vest at target levels) as of the Date of Separation from Service in the event of termination of the Executive without Cause or by the Executive for Good Reason, death or Disability (the “Accelerated Vesting”).
|
6.
|
Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect.
|
|
7.
|
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.
|
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.
|
Ian T. Blackley
|
|
|
/s/Ian T. Blackley
|
|
|
|
|
|
Overseas Shipholding Group, Inc.
|
|
| /s/Doug Wheat | |
|
Name: Doug Wheat
|
|
|
Title: Chairman
|
Signature Page to Amendment
Exhibit 10.2
Amendment to Lois K. Zabrocky’s Employment Agreement
This AGREEMENT (the “Amendment”), dated as of March 30, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and Lois K. Zabrocky (the “Executive”).
WHEREAS, the Company and the Executive have entered into an employment agreement, dated September 29, 2014 (the “Employment Agreement”).
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
|
1.
|
Section 1(a) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
The Company hereby agrees to employ the Executive as Senior Vice President of the Company and President of the International Flag SBU, and the Executive hereby accepts such position and agrees to serve the Company in such capacity during the Term, as defined in Section 2 hereof. The Executive shall have such duties and responsibilities as may be assigned by the Company from time to time in accordance with the terms hereof. The Executive shall be subject to, and shall act in accordance with, all lawful instructions and directions of the CEO and the Board of Directors of the Company (the “Board”) and all policies and rules of the Company applicable to executive officers. The Executive shall report to the Chairman of the Board, or the CEO.
|
2.
|
The references to the Executive’s service as “Co-President of the Company and Head of the International Flag SBU” in the first Whereas clause of the Employment Agreement and in Section 2 of the Employment Agreement shall be, as of and after the date of this Agreement, be deemed references to service as “Senior Vice President of the Company and President of the International Flag SBU”.
|
|
3.
|
Section 3(b) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
In addition to the Base Salary, with respect to each fiscal year of the Company during the Term the Executive shall be eligible to earn an annual bonus (the “Annual Bonus”), with a target Annual Bonus (the “Target Bonus”) for 2016 of 125% of Base Salary and for 2017 and thereafter of 100% of Base Salary. Actual Annual Bonuses will be based on the achievement of annual individual, business unit and Company performance objectives established by the Board pursuant to the Company’s annual incentive plan and subject to increase or decrease based on performance factors as set forth therein, subject to the Executive’s employment with the Company through the applicable payment date for any such Annual Bonus. Notwithstanding anything to the contrary herein, the Annual Bonus shall be paid no later than the 15th day of the third month following the close of the fiscal year to which the Annual Bonus relates.
|
4.
|
Section 3(c) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
During the term of employment, the Executive may periodically be recommended to receive equity grants in the form of nonstatutory stock options, restricted stock, restricted stock units, or performance stock units, subject to the Board’s approval and further subject to NYSE or other rules and regulations related to the timing of grants. Any such grants will be subject to terms and conditions approved by the Board upon the recommendation of the Compensation Committee. The specific terms and conditions governing all aspects of any such grants shall be set forth in the Company equity incentive plan and in the grant agreement evidencing such grants, subject to Section 6(a) hereof. The grant for 2016 will have a value of $525,000 and the grant for 2017 and thereafter will have a value of 100% of Base Salary, in each case as determined by the Company consistent with past practice. One-third of each grant shall be in the form of stock options, one-third in time-based restricted stock units and one-third in performance-based restricted stock units. Vesting will be over a three year period, in equal one-third portions, as outlined in the individual equity agreements; provided that, in the case of performance-based restricted stock units granted after January 1, 2016, grants shall vest at the end of a three year period unless otherwise specified in the related individual equity agreements.
|
5.
|
The first paragraph of Section 6(a) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
In the event of the Executive’s Separation from Service due to termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay to the Executive the amounts described in paragraphs (A), (B) and (C) and provide the benefits described in (D) below at the times specified below, and, except for (x) any vested benefits under any tax-qualified pension plans of the Company and (y) continuation of health insurance benefits on the terms and to the extent required by COBRA or such other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Agreement.
|
6.
|
Section 6(a)(C) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Bonus Payment. In a single lump sum within 30 days following the Date of Separation from Service a one-time amount equal to the Target Bonus as in effect for the year in which the Date of Separation from Service occurs (provided, however, that for any Separation from Service effective prior to January 1, 2018, such amount shall be equal to 150% of the Base Salary in effect as of immediately prior to such Separation from Service) (such lump sum, the “Separation Payment”).
|
7.
|
The following Section is added to Section 6(a) of the Employment Agreement as Section 6(a)(D):
|
Vesting of Equity Awards. All Option Shares and RSUs (and any other equity based grants or cash in lieu of grants) granted to the Executive, to the extent not otherwise vested, shall be vested (performance-based grants shall vest at target levels) as of the Date of Separation from Service in the event of termination of the Executive without Cause or by the Executive for Good Reason, death or Disability (the “Accelerated Vesting”).
|
8.
|
Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect.
|
|
9.
|
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.
|
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.
|
Lois K. Zabrocky
|
|
|
/s/Lois K. Zabrocky
|
|
|
|
|
|
Overseas Shipholding Group, Inc.
|
|
|
/s/Ian T. Blackley
|
|
|
Name: Ian T. Blackley
|
|
|
Title: President & CEO
|
Signature Page to Amendment
Exhibit 10.3
Amendment to Henry P. Flinter’s Employment Agreement
This AGREEMENT (the “Amendment”), dated as of March 30, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and Henry P. Flinter (the “Executive”).
WHEREAS, the Company and the Executive have entered into an employment agreement, dated September 29, 2014 (the “Employment Agreement”).
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
|
1.
|
Section 1(a) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
The Company hereby agrees to employ the Executive as Senior Vice President of the Company and President of the US Flag SBU, and the Executive hereby accepts such position and agrees to serve the Company in such capacity during the Term, as defined in Section 2 hereof. The Executive shall have such duties and responsibilities as may be assigned by the Company from time to time in accordance with the terms hereof. The Executive shall be subject to, and shall act in accordance with, all lawful instructions and directions of the CEO and Board of Directors of the Company (the “Board”) and all policies and rules of the Company applicable to executive officers. The Executive shall report to the Chairman of the Board, or the CEO.
|
2.
|
The references to the Executive’s service as “Co-President of the Company and Head of US Flag SBU” in the first Whereas clause of the Employment Agreement and in Section 2 of the Employment Agreement shall be, as of and after the date of this Agreement, be deemed references to service as “Senior Vice President of the Company and President of the US Flag SBU”.
|
|
3.
|
Section 3(b) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
In addition to the Base Salary, with respect to each fiscal year of the Company during the Term the Executive shall be eligible to earn an annual bonus (the “Annual Bonus”), with a target Annual Bonus (the “Target Bonus”) for 2016 of 112.5% of Base Salary and for 2017 and thereafter of 100% of Base Salary. Actual Annual Bonuses will be based on the achievement of annual individual, business unit and Company performance objectives established by the Board pursuant to the Company’s annual incentive plan and subject to increase or decrease based on performance factors as set forth therein, subject to the Executive’s employment with the Company through the applicable payment date for any such Annual Bonus. Notwithstanding anything to the contrary herein, the Annual Bonus shall be paid no later than the 15th day of the third month following the close of the fiscal year to which the Annual Bonus relates.
|
4.
|
Section 3(c) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
During the term of employment, the Executive may periodically be recommended to receive equity grants in the form of nonstatutory stock options, restricted stock, restricted stock units, or performance stock units, subject to the Board’s approval and further subject to NYSE or other rules and regulations related to the timing of grants. Any such grants will be subject to terms and conditions approved by the Board upon the recommendation of the Compensation Committee. The specific terms and conditions governing all aspects of any such grants shall be set forth in the Company equity incentive plan and in the grant agreement evidencing such grants, subject to Section 6(a) hereof. The grant for 2016 will have a value of $425,000 and the grant for 2017 and thereafter will have a value of 100% of Base Salary, in each case as determined by the Company consistent with past practice. One-third of each grant shall be in the form of stock options, one-third in time-based restricted stock units and one-third in performance-based restricted stock units. Vesting will be over a three year period, in equal one-third portions, as outlined in the individual equity agreements; provided that, in the case of performance-based restricted stock units granted after January 1, 2016, grants shall vest at the end of a three year period unless otherwise specified in the related individual equity agreements.
|
5.
|
The first paragraph of Section 6(a) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
In the event of the Executive’s Separation from Service due to termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay to the Executive the amounts described in paragraphs (A), (B) and (C) and provide the benefits described in (D) below at the times specified below, and, except for (x) any vested benefits under any tax-qualified pension plans of the Company and (y) continuation of health insurance benefits on the terms and to the extent required by COBRA or such other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Agreement.
|
6.
|
Section 6(a)(C) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Bonus Payment. In a single lump sum within 30 days following the Date of Separation from Service a one-time amount equal to the Target Bonus as in effect for the year in which the Date of Separation from Service occurs (provided, however, that for any Separation from Service effective prior to January 1, 2018, such amount shall be equal to 125% of the Base Salary in effect as of immediately prior to such Separation from Service) (such lump sum, the “Separation Payment”).
|
7.
|
The following Section is added to Section 6(a) of the Employment Agreement as Section 6(a)(D):
|
Vesting of Equity Awards. All Option Shares and RSUs (and any other equity based grants or cash in lieu of grants) granted to the Executive, to the extent not otherwise vested, shall be vested (performance-based grants shall vest at target levels) as of the Date of Separation from Service in the event of termination of the Executive without Cause or by the Executive for Good Reason, death or Disability (the “Accelerated Vesting”).
|
8.
|
Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect.
|
|
9.
|
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.
|
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.
|
Henry P. Flinter
|
|
|
/s/Henry P. Flinter
|
|
|
Overseas Shipholding Group, Inc.
|
|
|
/s/Ian T. Blackley
|
|
|
Name: Ian T. Blackley
|
|
|
Title: President & CEO
|
Signature Page to Amendment
Exhibit 10.4
Amendment to James D. Small’s Employment Agreement
This AGREEMENT (the “Amendment”), dated as of March 30, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and James D. Small III (the “Executive”).
WHEREAS, the Company and the Executive have entered into an employment agreement, dated February 13, 2015 (the “Employment Agreement”).
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
|
1.
|
Section 3(b) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
In addition to the Base Salary, with respect to each fiscal year of the Company during the Term the Executive shall be eligible to earn an annual bonus (the “Annual Bonus”), with a target Annual Bonus (the “Target Bonus”) for 2016 of 125% of Base Salary and for 2017 and thereafter of 100% of Base Salary. Actual Annual Bonuses will be based on the achievement of annual individual, business unit and Company performance objectives established by the Board pursuant to the Company’s annual incentive plan and subject to increase or decrease based on performance factors as set forth therein, subject to the Executive’s employment with the Company through the applicable payment date for any such Annual Bonus. For fiscal year 2015, the Annual Bonus period will begin as of January 1, 2015. For fiscal year 2016, the Annual Bonus will be guaranteed to be paid at an amount not less than $150,000. Notwithstanding anything to the contrary herein, the Annual Bonus shall be paid no later than the 15th day of the third month following the close of the fiscal year to which the Annual Bonus relates.
|
2.
|
Section 3(d) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
During the term of employment, the Executive may periodically be recommended to receive equity grants in the form of nonstatutory stock options, restricted stock, restricted stock units, or performance stock units, subject to the Board’s approval and further subject to NYSE or other rules and regulations related to the timing of grants. Any such grants will be subject to terms and conditions approved by the Board upon the recommendation of the Compensation Committee. The specific terms and conditions governing all aspects of any such grants shall be set forth in the Company equity incentive plan (the “Plan”) and in the grant agreement evidencing such grants, subject to Section 6(a) hereof. In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the awards will be adjusted in a manner consistent with adjustments made generally to similar awards under the Plan held by senior executives of the Company. The grant for 2016 will have a value of $900,000 and the grant for 2017 and thereafter will have a value of 100% of Base Salary, in each case as determined by the Company consistent with past practice. One-third of each grant shall be in the form of stock options, one-third in time-based restricted stock units and one-third in performance-based restricted stock units. Vesting will be over a three year period, in equal one-third portions, as outlined in the individual equity agreements; provided that, in the case of performance-based restricted stock units granted after January 1, 2016, grants shall vest at the end of a three year period unless otherwise specified in the related individual equity agreements.
|
3.
|
Section 6(a)(C) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Bonus Payment. In a single lump sum within 30 days following the Date of Separation from Service a one-time amount equal to the Target Bonus as in effect for the year in which the Date of Separation from Service occurs (provided, however, that for any Separation from Service effective prior to January 1, 2018, such amount shall be equal to 150% of the Base Salary in effect as of immediately prior to such Separation from Service) (such lump sum, the “Separation Payment”).
|
4.
|
Section 6(a)(D) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Vesting of Equity Awards. Notwithstanding anything to the contrary contained in any relevant equity grant agreement, all Option Shares and RSUs (and any other equity based grants or cash in lieu of grants) granted to the Executive, to the extent not otherwise vested, shall be vested (performance-based grants shall vest at target levels) as of the Date of Separation from Service in the event of termination of the Executive without Cause or by the Executive for Good Reason, death or Disability (the “Accelerated Vesting”).
|
5.
|
Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect.
|
|
6.
|
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.
|
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.
|
James D. Small III
|
|
|
/s/James D. Small III
|
|
|
Overseas Shipholding Group, Inc.
|
|
|
/s/Ian T. Blackley
|
|
|
Name: Ian T. Blackley
|
|
|
Title: President & CEO
|
Signature Page to Amendment
Exhibit 10.5
Amendment to Rick F. Oricchio’s Employment Agreement
This AGREEMENT (the “Amendment”), dated as of March 30, 2016 (the “Effective Date”), is between Overseas Shipholding Group, Inc. (the “Company”) and Rick F. Oricchio (the “Executive”).
WHEREAS, the Company and the Executive have entered into an employment agreement, dated December 19, 2014 (the “Employment Agreement”).
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
|
1.
|
Section 3(b) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
In addition to the Base Salary, with respect to each fiscal year of the Company during the Term the Executive shall be eligible to earn an annual bonus (the “Annual Bonus”), with a target Annual Bonus (the “Target Bonus”) for 2016 of 125% of Base Salary and for 2017 and thereafter of 100% of Base Salary. Actual Annual Bonuses will be based on the achievement of annual individual, business unit and Company performance objectives established by the Board pursuant to the Company’s annual incentive plan and subject to increase or decrease based on performance factors as set forth therein, subject to the Executive’s employment with the Company through the applicable payment date for any such Annual Bonus. Notwithstanding anything to the contrary herein, the Annual Bonus shall be paid no later than the 15th day of the third month following the close of the fiscal year to which the Annual Bonus relates.
|
2.
|
Section 3(d) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
During the term of employment, the Executive may periodically be recommended to receive equity grants in the form of nonstatutory stock options, restricted stock, restricted stock units, or performance stock units, subject to the Board’s approval and further subject to NYSE or other rules and regulations related to the timing of grants. Any such grants will be subject to terms and conditions approved by the Board upon the recommendation of the Compensation Committee. The specific terms and conditions governing all aspects of any such grants shall be set forth in the Company equity incentive plan (the “Plan”) and in the grant agreement evidencing such grants, subject to Section 6(a) hereof. The grant for 2016 will have a value of $900,000 and the grant for 2017 and thereafter will have a value of 100% of Base Salary, in each case as determined by the Company consistent with past practice. One-third of each grant shall be in the form of stock options, one-third in time-based restricted stock units and one-third in performance-based restricted stock units. Vesting will be over a three year period, in equal one-third portions, as outlined in the individual equity agreements; provided that, in the case of performance-based restricted stock units granted after January 1, 2016, grants shall vest at the end of a three year period unless otherwise specified in the related individual equity agreements.
|
3.
|
Section 6(a)(C) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Bonus Payment. In a single lump sum within 30 days following the Date of Separation from Service a one-time amount equal to the Target Bonus as in effect for the year in which the Date of Separation from Service occurs (provided, however, that for any Separation from Service effective prior to January 1, 2018, such amount shall be equal to 150% of the Base Salary in effect as of immediately prior to such Separation from Service) (such lump sum, the “Separation Payment”).
|
4.
|
Section 6(a)(E) of the Employment Agreement is hereby deleted in its entirety and is replaced with the following:
|
Notwithstanding anything to the contrary contained in any relevant equity grant agreement, all Option Shares and RSUs (and any other equity based grants or cash in lieu of grants) granted to the Executive, to the extent not otherwise vested, shall be vested (performance-based grants shall vest at target levels) as of the Date of Separation from Service in the event of termination of the Executive without Cause or by the Executive for Good Reason, death or Disability (the “Accelerated Vesting”).
|
5.
|
Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect.
|
|
6.
|
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.
|
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date first written above.
|
Rick F. Oricchio
|
|
|
/s/Rick F. Oricchio
|
|
|
Overseas Shipholding Group, Inc.
|
|
|
/s/Ian T. Blackley
|
|
|
Name: Ian T. Blackley
|
|
|
Title: President & CEO
|
Signature Page to Amendment
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Overseas Shipholding Group Awarded Federal Grant to Design Marine Transport For Liquified CO2 Captured by Florida’s Largest Emitters
- WEST FRASER ANNOUNCES VOTING RESULTS OF THE ANNUAL SHAREHOLDERS MEETING
- ANDREA BOCELLI 30: THE CELEBRATION HONORS BOCELLI'S 30TH ANNIVERSARY IN MUSIC
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
