INTERNATIONAL SEAWAYS, INC.
2020 MANAGEMENT INCENTIVE COMPENSATION PLAN
The International Seaways, Inc. 2020 Management Incentive Compensation Plan, effective as of April 2, 2020 (the “Plan”), is hereby amended as of April 23, 2025 as set forth below.
WHEREAS, International Seaways, Inc. (the “Company”) maintains the International Seaways, Inc. 2020 Management Incentive Compensation Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the stockholders of the Company,
WHEREAS, the Board believes that the number of shares of common stock of the Company remaining available for issuance under the Plan has become insufficient for the Company’s anticipated future needs under the Plan;
WHEREAS, the Board has determined that it is in the best interests of the Company to amend the Plan, subject to stockholder approval, to increase the aggregate number of shares of common stock available for issuance under the Plan along with other amendments to the Plan as set forth herein;
WHEREAS, Section 15 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth therein; and
WHEREAS, this amendment (the “First Amendment”) will become effective upon approval by the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders and if, for any reason, the Company’s stockholders fail to approve this First Amendment, the existing Plan shall continue in full force and effect.
NOW, THEREFORE, the Plan is hereby amended as follows:
1.
| The Plan will be renamed “International Seaways, Inc. 2025 Management Incentive Compensation Plan.” |
2.
| The first two sentences of Subsection (a) of Section 3 shall be deleted in their entirety and replaced with the following: |
Stock Subject to the Plan. “The maximum number of shares of Common Stock that may be covered by Incentive Awards granted under the Plan following the effective date of the First Amendment shall be the sum of (i) 1,300,000 shares of Common Stock plus (ii) the number of shares of Common Stock that, on the day immediately prior to the effective date of the First Amendment, remain available for awards under the International Seaways, Inc. Management Incentive Compensation Plan effective as of November 18, 2016, as amended and restated (the “Prior Plan”), plus (iii) the number of shares of Common Stock that, on the day immediately prior to the effective date of the First Amendment, remain available for awards under the International Seaways, Inc. 2020 Management Incentive Compensation Plan effective as of April 2, 2020 (the “2020 Plan”). Out of such aggregate, the maximum number of shares of Common Stock that may be covered by Options that are designated as “incentive stock options” within the meaning of Section 422 of the Code shall not exceed 1,300,000 shares of Common Stock.”
3.
| Section 16 shall be amended to include the following clause at the end thereof: |
“(including via offset, withholding, deduction, or other similar means).”
4.
| The second sentence of Section 24 shall be deleted in its entirety and replaced with the following: |
“This Plan shall remain in effect for a term of ten years following the date on which the First Amendment is effective or until all shares of Common Stock subject to the Plan shall have been purchased or acquired according to the Plan’s provisions, whichever occurs first, unless this Plan is sooner terminated pursuant to Section 15 hereof.”
Except as set forth above, the Plan is hereby approved and affirmed in all respects.
