Exhibit 10.12

DIAMOND S SHIPPING inc.

2019 EQUITY and INCENTIVE Compensation PLAN

1.           Purpose. The purpose of this Plan is to attract and retain non-employee Directors, Employees and certain consultants to the Company and its Subsidiaries and to provide to such Persons incentives and rewards for service and/or performance.

2.           Definitions. As used in this Plan:

(a)          “ Appreciation Right ” means a right granted pursuant to Section 5 of this Plan.

(b)          “ Base Price ” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.

(c)          “ Board ” means the Board of Directors of the Company.

(d)          “ Change in Control ” has the meaning set forth in Section 12 of this Plan.

(e)          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(f)          “ Committee ” means the Compensation Committee of the Board (or its successor(s)) or any other committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan.

(g)          “ Common Stock ” means the common stock, no par value, of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.

(h)          “ Company ” means Diamond S Shipping Inc., a Marshall Islands corporation, and its successors.

(i)          “ Date of Grant ” means the date provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units or other awards contemplated by Section 9 of this Plan or a grant or sale of Restricted Stock, Restricted Stock Units or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).

(j)          “ Director ” means a member of the Board.

(k)          “ Effective Date ” means the date that the Common Stock is listed for trading on the NYSE.

(l)          “ Employee ” means any individual, including officers and Directors, employed by the Company or any Subsidiary. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company or any Subsidiary.

(m)          “ Evidence of Award ” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.

(n)          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(o)          “ Incentive Stock Option ” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422 of the Code or any successor provision.

(p)          “ Management Objectives ” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Committee, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the acceptable levels of achievement, in whole or in part, as the Committee deems appropriate and equitable.

(q)          “ Market Value per Share ” means, as of any particular date, if the Common Stock is listed on any established stock exchange or traded on any established market, and unless otherwise determined by the Committee, the closing price of a share of Common Stock as quoted on such exchange or market on the date of determination, as reported in a source the Committee deems reliable. If there is no closing price for the Common Stock on the particular date, then the Market Value per Share will be the closing price on the last preceding date for which such quotation exists. If there is no regular public trading market for the shares of Common Stock, then the Market Value per Share will be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

(r)          “ Optionee ” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.

(s)          “ Option Price ” means the purchase price payable on exercise of an Option Right.

(t)          “ Option Right ” means the right to purchase shares of Common Stock upon exercise of an award granted pursuant to Section 4 of this Plan.

(u)          “ Participant ” means a Person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) an Employee, including an individual who has agreed to commence serving in such capacity within 90 days of the Date of Grant, (ii) a consultant (provided that such Person satisfies the Form S-8 definition of “employee”) or (iii) a non-employee Director.

(v)         “ Performance Period ” means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to be achieved.

(w)          “ Performance Share ” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8 of this Plan.

(x)          “ Performance Unit ” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.

(y)          “ Person ” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(z)          “ Plan ” means this Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time.

(aa)         “ Restricted Stock ” means shares of Common Stock granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.

(bb)         “ Restricted Stock Units ” means an award made pursuant to Section 7 of this Plan of the right to receive shares of Common Stock, cash or a combination thereof at the end of the applicable Restriction Period.

(cc)         “ Restriction Period ” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this Plan.

(dd)         “ Spread ” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with respect to the Appreciation Right.

(ee)         “ Stockholder ” means an individual or entity that owns one or more shares of Common Stock.

(ff)         “ Subsidiary ” means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, at such applicable time, owned or controlled, directly or indirectly, by the Company; provided , however , that for purposes of determining whether any individual may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by such corporation.

(gg)         “ Voting Power ” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company or members of the board of directors or similar body in the case of another entity.

3.           Shares Available Under This Plan.

(a)           Maximum Shares Available Under This Plan .

(i)          Subject to adjustment as provided in Section 11 of this Plan and the share counting rules set forth in Section 3(b) of this Plan, the number of shares of Common Stock available under this Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan or (F) dividend equivalents paid with respect to awards made under this Plan will not exceed in the aggregate 3,989,000 shares of Common Stock. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

(ii)         The aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan will be reduced by (A) one share of Common Stock for every one share of Common Stock subject to an award of Option Rights or Appreciation Rights granted under this Plan, and (B) two shares of Common Stock for every one share of Common Stock subject to an award other than of Option Rights or Appreciation Rights granted under this Plan.

(b)           Share Counting Rules .

(i)          Except as provided in Section 22 of this Plan, if any award granted under this Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement or unearned amount, again be available under Section 3(a)(i) above (at a rate of one share of Common Stock for every one share of Common Stock subject to awards of Option Rights or Appreciation Rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of Option Rights or Appreciation Rights).

(ii)         Notwithstanding anything to the contrary contained in this Plan: (A) shares of Common Stock withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (B) shares of Common Stock withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards other than as described in clause (C) will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (C) shares of Common Stock withheld by the Company, tendered or otherwise used prior to the tenth anniversary of the Effective Date to satisfy tax withholding with respect to awards other than Option Rights or Appreciation Rights will be added back (but only to the extent such withholding did not exceed the minimum amounts of tax required to be withheld) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (D) shares of Common Stock subject to an Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the exercise thereof will not be added back to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; and (E) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan.

(iii)        If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate limit under Section 3(a)(i) of this Plan.

(c)           Limit on Incentive Stock Options . Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 3,989,000 shares of Common Stock.

(d)           Individual Director Limit . Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as provided in Section 11 of this Plan, in no event will any non-employee Director in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards under this Plan based on the grant date fair value for financial reporting purposes) in excess of $350,000.

4.           Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)          Each grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in Section 3 of this Plan.

(b)          Each grant will specify an Option Price per share of Common Stock, which (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant.

(c)          Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Stock owned by the Optionee having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, by the withholding of shares of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the shares of Common Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods of payment or (v) by such other methods as may be approved by the Committee.

(d)          To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares of Common Stock to which such exercise relates.

(e)          Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.

(f)          Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary, if any, that is necessary before any Option Rights or installments thereof will become exercisable. Option Rights may provide for continued vesting or the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

(g)          Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.

(h)          Option Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

(i)          No Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.

(j)          Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

(k)          Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

5.           Appreciation Rights.

(a)          The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.

(b)          Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(i)          Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, shares of Common Stock or any combination thereof.

(ii)         Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee on the Date of Grant.

(iii)        Any grant may specify waiting periods before exercise and permissible exercise dates or periods.

(iv)        Each grant will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will become exercisable. Appreciation Rights may provide for continued vesting or the earlier exercise of such Appreciation Rights, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

(v)         Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights.

(vi)        Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

(vii)       Successive grants of Appreciation Rights may be made to the same Participant regardless of whether any Appreciation Rights previously granted to the Participant remain unexercised.

(viii)      Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

(ix)         Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant.

(x)          No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions as established by the Committee.

6.           Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)          Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described.

(b)          Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.

(c)          Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan.

(d)          Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by any transferee).

(e)          Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock.

(f)          Notwithstanding anything to the contrary contained in this Plan, Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

(g)          Any such grant or sale of Restricted Stock will require that any and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock.

(h)          Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares, or (ii) all Restricted Stock will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock.

7.           Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)          Each such grant or sale will constitute the agreement by the Company to deliver shares of Common Stock or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Committee may specify.

(b)          Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.

(c)          Notwithstanding anything to the contrary contained in this Plan, Restricted Stock Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

(d)          During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the shares of Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided , however , that dividend equivalents or other distributions on shares of Common Stock underlying Restricted Stock Units will be deferred until and paid contingent upon the vesting of such Restricted Stock Units.

(e)          Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in whole shares of Common Stock or cash, or a combination thereof. Any fractional amounts may be rounded up or down to the nearest whole number or payable in cash, in any such case, as may be determined by the Committee in its sole discretion.

(f)          Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

8.           Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

(a)          Each grant will specify the number or amount of Performance Shares or Performance Units to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.

(b)          The Performance Period with respect to each grant of Performance Shares or Performance Units will be such period of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

(c)          Each grant of Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives.

(d)          Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock, in Restricted Stock or Restricted Stock Units or in any combination thereof.

(e)          Any grant of Performance Shares or Performance Units may specify that the amount payable or the number of shares of Common Stock, Restricted Stock or Restricted Stock Units payable with respect thereto may not exceed a maximum specified by the Committee on the Date of Grant.

(f)          The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional shares of Common Stock, subject in all cases to deferral and payment on a contingent basis based on the Participant’s earning and vesting of the Performance Shares or Performance Units, as applicable, with respect to which such dividend equivalents are paid.

(g)          Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

9.           Other Awards.

(a)          Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant to any Participant of shares of Common Stock or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or relating to, shares of Common Stock or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Shares of Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of Common Stock, other awards, notes or other property, as the Committee determines.

(b)          Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9 .

(c)          The Committee may authorize the grant of shares of Common Stock as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.

(d)          The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided , however , that dividend equivalents or other distributions on shares of Common Stock underlying awards granted under this Section 9 will be deferred until and paid contingent upon the earning and vesting of such awards.

(e)          The Evidence of Award will specify the time and terms of delivery of an award granted under this Section 9 .

(f)          Notwithstanding anything to the contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.

10.          Administration of This Plan.

(a)          This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

(b)          The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee will be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

(c)          To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any Person to whom duties or powers have been delegated as aforesaid, may employ one or more Persons to render advice with respect to any responsibility the Committee, the subcommittee or such Person may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided , however , that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization will set forth the total number of shares of Common Stock such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

11.          Adjustments. The Committee will make or provide for such adjustments in the number of and kind of shares of Common Stock covered by outstanding Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of and kind of shares of Common Stock covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than or equal to the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the Person holding such Option Right or Appreciation Right. The Committee will also make or provide for such adjustments in the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this Section 11 ; provided , however , that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.

12.          Change in Control . For purposes of this Plan, a “Change in Control” will have the meaning in the applicable Evidence of Award.

13.          Detrimental Activity and Recapture Provisions . Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any shares of Common Stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the shares of Common Stock may be traded.

14.          Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders.

15.          Transferability.

(a)          Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted under this Plan be transferred for value. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.

(b)          The Committee may specify on the Date of Grant that part or all of the shares of Common Stock that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer, including minimum holding periods.

16.          Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other Person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other Person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of shares of Common Stock, and such Participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares of Common Stock required to be delivered to the Participant, shares of Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of Common Stock held by such Participant. The shares of Common Stock used for tax or other withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the shares of Common Stock to be withheld and delivered pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences, (ii) such additional withholding amount is authorized by the Committee, and (iii) the total amount withheld does not exceed the Participant’s estimated tax obligations attributable to the applicable transaction. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of shares of Common Stock acquired upon the exercise of Option Rights.

17.          Compliance with Section 409A of the Code.

(a)          To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b)          Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries.

(c)          If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the first business day of the seventh month after such separation from service.

(d)          Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control will occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award.

(e)          Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

18.          Amendments.

(a)          The Board may at any time and from time to time amend this Plan in whole or in part; provided , however , that if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of the New York Stock Exchange or, if the shares of Common Stock are not traded on the New York Stock Exchange, the principal national securities exchange upon which the shares of Common Stock are traded or quoted, all as determined by the Board, then, such amendment will be subject to Stockholder approval and will not be effective unless and until such approval has been obtained.

(b)          Except in connection with a corporate transaction or event described in Section 11 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Stockholder approval. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders.

(c)          If permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds shares of Common Stock subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.

(d)          Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment will materially impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

19.          Governing Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of the Republic of the Marshall Islands.

20.          Effective Date/Termination. This Plan will be effective as of the Effective Date. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

21.          Miscellaneous Provisions.

(a)          The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

(b)          This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

(c)          Except with respect to Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

(d)          No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

(e)          Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder.

(f)          No Participant will have any rights as a Stockholder with respect to any shares of Common Stock subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares of Common Stock upon the stock records of the Company.

(g)          The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

(h)          Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of shares of Common Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts.

(i)          If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

22.          Stock-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:

(a)          Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for shares of Common Stock substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(b)          In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; provided , however , that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

(c)          Any shares of Common Stock that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Section 22(a) or  22(b) of this Plan will not reduce the shares of Common Stock available for issuance or transfer under this Plan or otherwise count against the limits contained in Section 3 of this Plan. In addition, no shares of Common Stock subject to an award that is granted by, or becomes an obligation of, the Company under Section 22(a) or 22(b) of this Plan will be added to the aggregate limit contained in Section 3(a)(i) of this Plan.

Exhibit 10.13

FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “ Agreement ”), dated as of the [___] day of [________], 201[__] (the “ Effective Date ”), is entered into by and between Diamond S Management LLC, a Marshall Islands limited liability company (the “ Employer ”), and [________] (the “ Employee ”) and amends and restates the Amended and Restated Employment Agreement between Employer and Employee dated as of [_______].

W I T N E S S E T H:

WHEREAS , Employer desires to employ Employee, and Employee desires to continue employment with Employer pursuant to the terms and conditions set forth in this Agreement;

WHEREAS , the Employer is an indirect wholly-owned subsidiary of Diamond S Shipping Inc., a corporation formed under the laws of The Republic of the Marshall Islands (referred to herein, together with its predecessor and its successors, as “ Parent ”) and is part of a corporate family of other direct or indirect subsidiaries of Parent (each, including Parent, a " Related Entity ," and collectively, the “ Related Entities ").

WHEREAS , the Employer, through its officers and other employees (including Employee), will provide administrative, management and other services to the Related Entities through contractual arrangements and/or at the direction of the Board of Directors of the Parent and may provide administrative, management and other services to other parties.

WHEREAS , the Employer may direct Employee to provide certain services to Parent, Related Entities or other parties.

WHEREAS , the Employee will remain an employee of the Employer under the terms of this Agreement, including all such periods that the Employer directs Employee to provide services to Parent, other Related Entities or other parties.

NOW, THEREFORE , for and in consideration of the mutual promises, covenants and obligations contained herein, Employer and Employee agree as follows::

SECTION 1:        EMPLOYMENT AND DUTIES.

1.1      Employer agrees to employ Employee, and Employee agrees to continue his employment with Employer, and the period during which such employment continues under this Agreement is referred to as the Term (the “ Term ”). If either party does not wish to further continue the employment relationship, that party must send a notice of termination (a “ Termination Notice ”) to the other party setting forth the effective date of termination of employment (such date, the “ Termination Date ”).

1.2      As of the Effective Date, Employee is employed as the [______] of the Company [and is directed to serve as the [______] of the Parent]. Employee will also serve in such other executive capacities as may be reasonably requested from time to time by Employer or the Board of Directors (the “ Board ”) of the Parent, and will report directly to the CEO of Parent . Employee agrees to perform diligently and to the best of Employee’s abilities, and in a trustworthy, competent, businesslike and efficient manner, the duties and services pertaining to any such positions as reasonably determined by Employer, as well as such additional or different duties and services that Employee from time to time may be reasonably directed to perform by the CEO of Parent. Employee will, during the period of Employee’s employment by Employer, devote Employee’s full business time, energy and best efforts to his duties hereunder and the business and affairs of Employer.

1.3      Employee will at all times comply with and be subject to such policies and procedures as Employer or Parent may establish from time to time for Employer’s executives (generally “ Policies ”), including, without limitation, Employer’s Code of Business Conduct as adopted by Employer and as amended from time to time. All of the Policies of the Parent will be considered the Policies of the Employer unless the Employer adopts specific Policies in place of Parent’s Policies.

1.4      Except with the advance written permission of the Board and with respect to Employee’s existing faculty positions, consulting arrangements, family-owned partnerships and business enterprises and directorships identified on Exhibit A hereto (“ Other Enterprises ”), Employee will not engage or participate, directly or indirectly, in any other business, investment, or activity that could interfere with Employee’s performance of Employee’s duties hereunder, is contrary to the best interests of Employer, the Parent, or any Related Entity, or requires any significant portion of Employee’s business time. Notwithstanding the foregoing, the parties recognize that Employee may engage in passive personal investments and other non-competitive business activities that do not conflict with the business and affairs of Employer or any Related Entities or materially interfere with Employee’s performance of his duties hereunder. However, with the exception of any civic, charitable, or educational boards or committees that do not unreasonably interfere with Employee’s performance of Employee’s duties hereunder, Employee may not serve as a manager or on the board of directors or similar body of any entity other than Employer or a Related Entity during the Term without prior approval by the Board, such approval to be given or withheld in the Board’s sole discretion.

1.5      Employee acknowledges and agrees that Employee has a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of Employer and the other Related Entities and to do no act that could, directly or indirectly, injure any such entity’s business, interests, or reputation. In furtherance of the forgoing, except with respect to opportunities about which Employee becomes aware in respect of Other Enterprises, Employee will present to the Board all material business opportunities or ventures made known to Employee, independently or with others, that are within the purposes of Employer or any Related Entity, including, without limitation, opportunities

that may compete with Employer or a Related Entity and could reasonably be expected to be implemented by Employer or a Related Entity.

SECTION 2:        COMPENSATION AND BENEFITS.

2.1      Employee’s base salary during the Term will be $[______] per annum, subject to increase at the discretion of the Board (“ Base Salary ”), which will be paid in accordance with Employer’s standard payroll practice. In addition to the Base Salary, Employee will be eligible to earn an annual cash bonus in each calendar or fiscal year or portion of the calendar or fiscal year during the Term (a “ Bonus ”). Any Bonus earned by Employee will be payable in accordance with and pursuant to Employer’s then-current annual bonus plan (“ Bonus Plan ”), but in no event later than the end of the applicable two-and-a-half month period determined under Treasury Regulations Section 1.409A-1(b)(4). The Bonus Plan will be implemented and administered by the Board or the Compensation Committee and any Bonuses payable thereunder will be based upon a number of factors determined and set by the Board or the Compensation Committee, in consultation with the CEO of Parent and Employee, in its sole discretion. Such factors may include, but not be limited to, the achievement by Parent of certain performance objectives and the operation of Parent and Employer within the budgets approved by the Board.

2.2      (a)          Employer will pay or reimburse Employee for all reasonable and customary expenses actually incurred by Employee during the Term in the course of his employment. Any such expenses must be incurred and accounted for in accordance with the Policies.

(b)      Employer will provide to Employee officer/director liability insurance coverage to cover any claims that may be made arising from his past, present, or future activities on behalf of Employer or any Related Entity, in the same manner and of the same kind and level of benefits as such insurance is provided to the other officers and directors of Employer. Without limiting the generality or effect of the foregoing, both during and after the Term, Employee will be entitled to indemnity to the full extent provided in Employer’s or the Parent’s constituent documents (including, subject to applicable legal requirements, payment of expenses in advance of final disposition of a proceeding), as amended from time to time, against actions or omissions of Employee during the Term as an officer, director (as applicable), or employee of Employer, the Parent, or any of their respective subsidiaries or as a fiduciary of any benefit plan of any of the foregoing.

2.3      During the Term, Employer will furnish Employee with such 401(k) plan (including any applicable Employer matching contributions), medical, dental, vision, prescription drug benefits, short-term and long-term disability coverage, accidental death and disability insurance and life insurance and all other fringe benefit programs that are maintained by Employer and that are made available to Employer’s management generally, under the same terms as provided to Employer’s management generally. Employee will bear any tax effects or obligations, if any, stemming from any Policies, programs or their amounts.

2.4      Employee acknowledges that he will have no vested rights under or in respect of his participation in any employee benefit program, plan, or coverage except as expressly provided under the terms of such program, plan or coverage. Notwithstanding anything in this Agreement, it is specifically understood and agreed that Employer will not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any compensation or employee benefit program, plan, or coverage applicable to Employee, so long as any such actions or inactions in this regard by Employer are similarly applicable to covered managers of Employer generally.

2.5      Employee will be entitled to four weeks of paid vacation per calendar year, to be provided in accordance with Employer’s standard policy and to be taken at such times as mutually agreed by Employee and Employer.

SECTION 3:        TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION.

3.1      Employee’s employment with Employer (a) will be terminated (i) upon the death of Employee or (ii) upon Employee’s Permanent Disability (as defined below), and (b) may be terminated (i) at any time by Employer upon furnishing a Termination Notice to Employee, or (ii) at any time by Employee upon furnishing a Termination Notice 60 calendar days prior to the effective time of such termination to Employer. Sections 3.2 and 3.3 describe certain “bad leaver” conditions and consequences and Sections 3.4 through 3.6 describe certain “good leaver” conditions and consequences.

3.2      If Employee’s employment is terminated by reason of either of the circumstances set forth in Section 3.2(a) or 3.2(b), Employee will be entitled to receive only the benefits set forth in Section 3.3 below:

(a)       Termination by Employer for Employer Cause . Employer termination of Employee’s employment for “ Employer Cause ” will mean termination by Employer for any of the following: if Employee (a) has been convicted for a felony offense or has entered a plea of guilty or nolo contendere to a felony charge or crime involving moral turpitude, or, in the course of his employment has engaged in fraudulent or criminal activity (whether or not prosecuted), (b) has failed to follow reasonable directions of the CEO of Parent, provided that the foregoing failure will not be “Employer Cause” if Employee in good faith believes that such direction is illegal and promptly so notifies the Board, (c) has failed to devote substantial business time to the Employer or the Parent, (d) has materially breached any policy or code of conduct of the Employer or the Parent, (e) has materially breached any provision of this Agreement or any other agreement between Employee and the Employer or Related Entity, (f) has received a kickback or rebate of any fee or expense paid by Employer or any Related Entity, (g) has engaged in the use of illegal drugs, the persistent excessive use of alcohol, or any other activity that materially impairs Employee’s ability to perform his duties hereunder or results in conduct bringing Employer or any Related Entity into substantial public disgrace or disrepute, or (h) engages in intentional, reckless, or grossly negligent conduct that has or is reasonably likely to have a material adverse effect on Employer or any Related Entity. Notwithstanding the foregoing, no event listed in clauses (b), (c), (d), or (g) of

the prior sentence will be “Employer Cause” unless Employer has given prior written notice describing the actions or omissions alleged to be grounds for Employer Cause and within 20 business days after receipt of such notice Employee has not substantially cured or ceased, as the case may be, the actions or omissions so noticed. Determination as to whether or not Employer Cause exists for termination of Employee’s employment will be made in good faith by the Board.

(b)      Termination by Employee by Resignation Without Employee Cause . Employee’s resignation “without Employee Cause” will mean termination of Employee’s employment by Employee’s resignation of employment with Employer or any Related Entity (including, without limitation, Employee’s retirement) in the absence of circumstances that would give rise to Employee Cause (as defined in Section 3.4(a)).

3.3      If Employee’s employment is terminated by reason of Section 3.2:

(a)      Employee will be entitled to receive, within 30 days following the Termination Date or such shorter period as may be required by applicable state law, any Base Salary that was accrued but unpaid as of the Termination Date (“ Accrued Salary ”) and such other compensation that was earned by Employee, and not forfeited, cancelled, or previously paid, and that is otherwise due and payable, as of the Termination Date (“ Accrued Benefits ,” or, collectively with Accrued Salary, “ Accrued Compensation ”).

(b)      Except for Accrued Compensation and any vested benefits expressly provided under any Employer benefit plan, Employee will forfeit, from and after the Termination Date, his rights to any and all future compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including without limitation any Bonus payments. Except for Accrued Compensation, Employer’s obligations to pay or provide Employee with future compensation or benefits will fully and forever cease and terminate as of the Termination Date.

3.4      If Employee’s employment is terminated by reason of the circumstances set forth in Sections 3.4(a), 3.4(b), 3.4(c), or 3.4(d) below, Employee will be entitled to receive the payments and benefits described in, and on the terms set forth in, Section 3.5 (the “ Severance Benefits ”).

(a)        Termination by Employee for Employee Cause . “ Employee Cause ” will mean a termination of employment by Employee because of (i) a substantial and continuing diminution in the nature of Employee’s responsibilities or (ii) a material breach by Employer of any material provision of this Agreement. In addition to the notice required by Section 3.1(b)(ii), for Employee to terminate for Employee Cause, (x) Employer must be notified by Employee in writing within 30 calendar days after the date Employee becomes aware of the event that would allow Employee to terminate employment for Employee Cause, with such notice setting forth such event in reasonable detail (and the date such written notice is received is the “ Notice Date ”); (y) the event must remain uncorrected by Employer for 30 calendar days following the

Notice Date (the “ Notice Period ”); and (z) such termination of employment by Employee must be effective within 30 calendar days after the expiration of the Notice Period.

(b)       Employer Termination Without Cause . Employer Termination without Cause will mean termination by Employer for any reason other than for Employer Cause, or as a result of death or Permanent Disability.

(c)       Death . Death will mean Employee’s death.

(d)       Permanent Disability . Termination due to Employee’s “ Permanent Disability ” will mean the failure by Employee, by reason of illness, incapacity or other disability, to perform his duties or fulfill his employment obligations to Employer, as determined by the Board or as certified in writing by a competent medical physician chosen by the Board, for a cumulative total of 180 days in any 12-month period.

3.5      If Employee’s employment is terminated by Employee under Section 3.4(a) or by Employer under Section 3.4(b), Employer will pay the Accrued Compensation as provided in Section 3.3(a).

(a)      In addition, subject to the provisions of Sections 3.7 and 3.10, Employee will be entitled to the following Severance Benefits:

   (i)          Continued periodic payments of Employee’s Base Salary as in effect at the Termination Date (the “ Current Base Salary ”), paid in accordance with Employer’s customary payroll practices from the Separation from Service Date through the earlier of (x) the first annual anniversary of the Separation from Service Date and (y) if Employee violates any of the covenants set forth in Section 4 of this Agreement or set forth in any separation agreement, general release, or similar agreement with Employer, the date of such violation (the earlier date, the “ Severance Completion Date ”). “ Separation from Service Date ” means the date on which the termination of employment constitutes a “separation from service” (as defined under Treasury Regulations Section 1.409A-1(h), without regard to any alternate definition thereunder).

   (ii)         Any Bonus that would otherwise have been earned by Employee during the Bonus Plan performance period in which the Separation from Service Date occurs, paid at the time provided in the Bonus Plan for active employees. Any determination as to what portion of a Bonus was “earned” prior to the Separation from Service Date will be conclusively determined by the Board (or Compensation Committee, as applicable) in good faith.

   (iii)        Any Bonus earned by Employee for the last performance period that ended prior to the Separation from Service Date that remains unpaid.

   (iv)        If Employee timely elects continued group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (together with any state law of similar effect, “ COBRA ”), Employer will pay the full amount of Employee’s COBRA premiums, or will provide coverage under Employer’s self-funded

broad based health insurance plans, on behalf of Employee (and his eligible dependents) until the earliest of (x) the Severance Completion Date, (y) the expiration of Employee’s (or his dependent’s) eligibility for the continuation coverage under COBRA, and (z) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period, the “ COBRA Payment Period ”). However, if at any time Employer determines, in its sole discretion, that the payment of the premiums as provided in this paragraph would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the premiums or credit under the self-funded plan, Employer will instead pay Employee, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the premiums for that month (or, in the case of a self-funded plan, the monthly cost of such coverage), subject to tax withholdings and deductions. In all cases, if Employee becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for continued coverage under COBRA during the COBRA Payment Period, Employee must immediately notify Employer of such event. Any applicable premiums that are paid under this paragraph will not include any amounts payable by Employee under a Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Employee.

(b)      Despite the payment terms set forth in Section 3.5(a), no payments will be made before the 60 ^th day following the Separation from Service Date so that the payments comply with Code Section 409A. On the 60 ^th day following the Separation from Service Date, Employer will make the first Severance Benefit payments under Section 3.5(a) equal to the aggregate amount of payments that Employer would have paid through such date had such payments commenced on the Separation from Service Date through such 60 ^th day, with the balance of the payments paid thereafter on the original schedule provided in Section 3.5(a).

(c)      Except as set forth in this Section 3.5, and except for any vested benefits expressly provided under any Employer benefit plan (such as a Section 401(k) retirement plan), from and after the Separation from Service Date, (i) Employee forfeits his rights to any and all compensation from Employer or any Related Entity to which Employee may be entitled and to all future benefits for which Employee may be eligible, in either case under this Agreement or otherwise, including, without limitation, any Bonus payments, and (ii) Employer’s obligations to pay or provide Employee with any such future compensation or future benefits will fully and forever cease and terminate as of the Separation from Service Date.

3.6      If Employee’s employment is terminated by reason of Sections 3.4(c) or (d), Employee’s estate, in the case of death, or Employee or his legal guardian, in the case of Permanent Disability, will be entitled to the payments and benefits described in Section 3.5, subject to the terms and conditions of Section 3.5.

3.7      The following limitations apply to the Severance Benefits.

(a)      As a condition to the payment of the Severance Benefits, Employer, in its sole discretion, may require Employee (or Employee’s executor, legal guardian, or other legal representative in the case of Employee’s death or Permanent Disability) to first execute and not revoke a release in the form attached hereto as Exhibit C (as reasonably modified to reflect changes in law or circumstances) not later than 60 days following the Separation from Service Date.

(b)      In the event Employee breaches any of Employee’s obligations under Section 4 of this Agreement, then, if such Employee’s employment is or was terminated under Section 3.4, Employer and each Related Entity will have the right to fully, completely and permanently terminate payment of any amounts to which Employee would otherwise be entitled pursuant to these provisions (other than the Accrued Compensation) and recover the amount equal to the Severance Benefits previously paid to Employee under Sections 3.5 and 3.6.

(c)       To the fullest extent permitted under applicable law, Employee’s rights under Sections 3.3 and 3.5, as applicable, are (i) Employee’s sole and exclusive rights under this Agreement against Employee and the Related Entities, and (ii) the sole and exclusive liability of Employer and the Related Entities to Employee under this Agreement, in each case, whether Employee’s claim is based in contract, tort, or otherwise, for the termination of his employment relationship with Employer and the Related Entities.

(d)      Employee agrees that all disputes relating to Employee’s employment or termination of employment, including but not limited to disputes over the Severance Benefits, will be resolved as provided in Section 5.6 of this Agreement. As noted in Section 5.6, decisions as to whether there is “Employer Cause” for termination of the employment relationship with Employee and whether and as of what date Employee has become Permanently Disabled will be limited to whether such decision was reached in good faith.

(e)      Nothing contained in Section 3 will be construed to be a waiver by Employee of any benefits accrued for or due Employee under any employee benefit plan (as such term is defined in Employees’ Retirement Income Security Act of 1974, as amended) maintained by Employer.

3.8      Termination of the employment relationship does not terminate those obligations imposed by this Agreement that are continuing obligations, including, without limitation, Employee’s obligations under Section 4.

3.9      The payment of any Severance Benefits or other monies to Employee under this Agreement after the Termination Date will not constitute an offer or a continuation of employment of Employee. In no event will Employee represent or hold himself out to be an employee of Employer, the Parent or any Related Entity after the Termination Date. Except where Employer is required by law to withhold any federal, state, or local taxes, Employee will be responsible for any and all federal, state, or local taxes that arise out of any payments to Employee hereunder.

3.10    During any period during which any Severance Benefits or other monies are being paid to Employee under this Agreement after the Termination Date, Employee will provide to Employer reasonable levels of assistance to Employer in answering questions or otherwise cooperating concerning the business of Employer, transition of responsibility, or litigation; provided that (a) Employee will be fully and promptly reimbursed for all out of pocket expenses of Employee reasonably incurred in connection with such assistance and (b) any such assistance after the Non-Compete Period (as defined below) will not interfere or conflict with the obligations that Employee may owe to any other employer.

3.11    Notwithstanding any other provision of this Agreement, if following the termination of employment Employer discovers that grounds existed as of the Termination Date for a termination for Employer Cause and Employer provides written notice to Employee of such grounds within 180 calendar days of the Termination Date, then such termination will be deemed to be a termination for Employer Cause and Employee will only be entitled to the payments and benefits provided in Section 3.3. In the event Employee’s termination is reclassified as a termination for Employer Cause pursuant to this Section 3.11, Employee’s termination will be so treated and classified for all purposes under this Agreement and any other agreements between Employee and Employer, and Employee will repay to Employer any monies or benefits received by Employee following termination to which Employee would not have been entitled upon being terminated for Employer Cause.

3.12     Excise Tax . In the event that the Severance Benefits provided to the Employee hereunder, when aggregated with any other payments or benefits received by the Employee (in the aggregate, the “ Payments ”), would (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and (b) would be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then Employee’s Payments will be reduced by such amount as necessary to ensure that no portion of all the Payments would be subject to the Excise Tax. If a reduction in Payments is necessary, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of stock awards other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits paid to the Participant. Within any such category of Payments (that is, (i), (ii), (iii) or (iv)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s applicable type of stock award (i.e., earliest granted stock awards are cancelled last).

SECTION 4:        COVENANT NOT TO COMPETE; CONFIDENTIALITY.

4.1      The parties hereto recognize that Employee is retained by Employer as part of a professional, management and executive staff of Employer whose duties include the formulation and execution of management policy. Therefore, Employee represents and hereby agrees that at all times during his employment with Employer,

and for the period commencing on the Termination Date and expiring on the first anniversary of the Termination Date (the “ Non-Compete Period ”), he has not acted or engaged, and he will not act or engage, in material competition with the activities of or plans of Employer or any Related Entity as they exist up to the time of Employee’s termination of employment. “ Material competition ” by Employee will mean the involvement by Employee in any business or investment activity in any capacity, including, but not limited to, an employee, consultant, advisor, agent, shareholder, independent contractor, investor, partner, member, owner, or otherwise, that directly competes with or has a material adverse economic effect on any of the material business activities or business plans of Employer or any Related Entity, or a business or asset that was being evaluated by Employer or any Related Entity on or within 12 months prior to the termination of employment. However, Employee will be permitted to acquire (a) a passive stock interest in such a business provided the stock acquired is publicly traded and Employee does not beneficially own more than 2% of the outstanding interest in such business and (b) participate in Other Enterprises on substantially the same basis (as determined in good faith by Employee) as he did in the year prior to the Termination Date.

4.2      During the applicable Non-Compete Period, Employee will not, directly or indirectly, solicit or induce (a) any person who is employed by Employer or any of the Related Entities or was so employed within the six-month period prior to the Termination Date (i) to interfere with the activities or businesses of Employer or any Related Entity or (ii) to discontinue such person’s employment with Employer or any of the Related Entities, nor will Employee (or any business or entity with which Employee is then involved) employ any such person or (b) any customer of Employer or any Related Entity to discontinue or reduce its business with Employer or any Related Entity (either through the transition of such business to a competitor of Employer or otherwise). General solicitation of the public for employment will not constitute a solicitation hereunder so long as such general solicitation is not designed to target any such person.

4.3      Employee understands that the provisions of Sections 4.1 and 4.2 of this Agreement may limit his ability to earn a livelihood in a business similar to the business in which he is involved, but as a member of the management group of Employer and Parent he nevertheless agrees and hereby acknowledges that (a) such provisions do not impose a greater restraint than is necessary to protect the goodwill, trade secrets or other business interests of Employer and any of the Related Entities; (b) such provisions contain reasonable limitations as to time, scope of activity and geographical area to be restrained; and (c) the consideration provided hereunder, including, without limitation, any amounts or benefits provided under Section 3 of this Agreement, is sufficient to compensate Employee for the restrictions contained in Section 4.1 and 4.2 of this Agreement. In consideration of the foregoing and in light of Employee’s education, skills and abilities, Employee agrees that he will not assert that, and it should not be considered that, any provisions of Sections 4.1 or 4.2 otherwise are void, voidable, or unenforceable or should be voided or held unenforceable. Notwithstanding the foregoing, in the event Employee’s employment is terminated under Section 3.4(a) or 3.4(b) and Employer or Parent elects to cease making payments to Employee under

Section 3.5 as a result of Employee’s violation of Section 4.1, then such election, together with any other rights Employer or Parent may have to recover amounts of Severance Benefits previously paid and to cease making payments to Employee with respect to equity compensation awards Employee may then hold, will be Employer’s or Parent’s sole monetary remedy under this Agreement for such violation, provided, however, that nothing herein will limit Employer’s or Parent’s right to seek equitable relief against Employee or any other person or entity.

4.4      If, at the time of enforcement of Section 4 of this Agreement, a court shall hold that the period, scope, or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope, or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area and that the court will revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If, in any proceeding, a court refuses to enforce all of the separate covenants deemed included herein because, taken together, they are deemed more extensive than necessary to assure Employer or the Related Entities of the intended benefit of this Agreement, it is expressly understood and agreed that those of such covenants or portions of such covenants that, if eliminated, would permit the remaining separate covenants or portions of such remaining separate covenants to be enforced in such proceeding will, for the purpose of such proceeding, be deemed eliminated from the provisions of this Agreement. Employee acknowledges that he is a member of Employer’s and Related Entities’ management group with access to Employer’s and Related Entities’ confidential business information and his services are unique to Employer and the Related Entities. Employee therefore agrees that the remedy at law for any breach by him of any of the covenants and agreements set forth in Section 4 will be inadequate and that in the event of any such breach, Employer or Parent may, in addition to the other remedies that may be available to it at law, apply to any court of competent jurisdiction to obtain specific performance and/or injunctive relief prohibiting Employee (together with all those persons associated with him) from the breach of such covenants and agreements and to enforce, or prevent any violations of, the provisions of this Agreement. In addition, in the event of an alleged breach or violation by Employee of this Section 4, the applicable Non-Compete Period set forth in this Section will be tolled until such breach or violation has been cured.

4.5      Employee acknowledges that during his employment with Employer, Employee occupies, and has occupied, a position of trust and confidence. Accordingly, in order to facilitate his employment, and the performance of this Agreement and the activities contemplated by this Agreement, Employer or a Related Entity has disclosed and may continue to disclose to Employee, and Employee may develop or obtain (and may have already developed or obtained) certain proprietary or confidential information (“ Confidential Information ”) of Employer or a Related Entity. Subject to the last sentence of this section, Employee hereby agrees that he will not, either during his employment with Employer or after the termination of such employment, use or disclose to any person, other than in the discharge of his duties under this Agreement, any Confidential Information of Employer or any Related Entities. Information will not be deemed to be Confidential Information for purposes of this Agreement that: (a) is or

hereafter becomes publicly known through no act or omission of Employee; (b) is or has been received by Employee without restriction on disclosure from a third party who disclosed the information without violating any restriction on confidentiality or disclosure; or (c) is independently developed after the termination of Employee’s employment with Employer by Employee without reference to the Confidential Information and without violation of any confidentiality restriction.  If Employee violates this agreement of confidentiality, Employer and Parent will, in addition to any other remedy provided by law, be permitted to pursue an action for injunctive relief, monetary damages, or both. Employee acknowledges that all such Confidential Information constitutes confidential and/or proprietary information of Employer and the Related Entities and agrees that such Confidential Information will be kept confidential, such Confidential Information will be used solely for the purpose of performing the obligations hereunder or activities contemplated by this Agreement, and that he will not otherwise disclose or make use of such Confidential Information except in response to a court order.

4.6      Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions, computer software and other things of value ( “ Intangible Rights ” ), if patented or subject to a patent application or intellectual property protection and Confidential Information, which are or have been conceived, made, invented or suggested, either by Employee alone or in collaboration with others, during his employment with the Employer and relating to the business of Employer or a Related Entity, have been and will be promptly disclosed in writing to Employer and are and will be the sole and exclusive property of Employer. Employee hereby assigns to Employer all of Employee’s right, title and interest in and to all such intangible rights that are patented or subject to a patent application by Employer and its successors or assigns, and in and to Confidential Information. In the event that any of said Intangible Rights will be deemed by Employer to be patentable or otherwise registerable under any federal, state, or foreign law, Employee further agrees that, at the expense of Employer, Employee will execute all documents and do all things necessary, advisable, or proper to obtain such patents or registrations, and to vest in Employer full title thereto. Employee agrees that all right, title and interest in any and all copyrights, copyright registrations and copyrightable subject matter that occur as a result of Employee’s employment with Employer are and will be the sole and exclusive property of Employer, and agrees that such works comprise “works for hire.” Employee hereby assigns and agrees to assign to Employer all right, title and interest in and to any and all such copyrights, copyright registrations, copyrightable subject matter that occur as a result of such employment.

4.7      Each of the covenants of this Section 4 is given by Employee as part of the consideration for this Agreement and as an inducement to Employer to enter into this Agreement and accept the obligations hereunder. Employee has had adequate time to consider these covenants and to consult with an attorney or other advisor concerning them. Employee acknowledges that he understands these covenants and agrees to them freely and voluntarily.

SECTION 5:        MISCELLANEOUS.

5.1      Employee’s employment may be transferred by Employer to another Related Entity (“ Subsequent Employer ”) as of, or at any time after, the Effective Date, and no such transfer will be deemed to be a termination of employment for purposes of Section 3 of this Agreement, or grounds for termination for Employee Cause. Effective with such transfer, all of Employer’s obligations hereunder will be unchanged, assumed by, and be binding upon, and all of Employer’s rights hereunder will be assigned to, such Subsequent Employer and the defined term “Employer” as used herein will thereafter refer to such Subsequent Employer. Except for Employee’s title, as applicable, and as otherwise provided in this Section 5.1, all of the terms and conditions of this Agreement, including without limitation, Employee’s rights and obligations, will remain in full force and effect following any such transfer of employment.

5.2      Except as otherwise required by law, any written notice hereunder will be deemed validly given, made or served (a) on the date on which it is delivered personally, (b) five business days after it will have been sent by registered or certified mail (receipt requested and postage prepaid), (c) one business day after it is sent by overnight courier (charges prepaid) or (d) on the same business day when sent before 5:00 p.m., recipient’s time, and on the next business day when sent after 5:00 p.m., recipient’s time, by facsimile.

5.3      This Agreement will be construed and enforced, and this Agreement and any disputes or controversies related hereto will be governed by, in all respects in accordance with, the law of the State of Connecticut, without regard to principles of conflict of laws that would apply the laws of any other jurisdiction, unless preempted by federal law, in which case federal law will govern.

5.4      No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this

Agreement will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

5.5      It is a desire and intent of the parties that the terms, provisions, covenants, and remedies contained in this Agreement will be enforceable to the fullest extent permitted by law. If any such term, provision, covenant, or remedy of this Agreement or the application of any such term, provision, covenant, or remedy to any person, association, or entity or circumstances will, to any extent, be construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant, or remedy will be construed or re-written in a manner so as to permit its enforceability under the applicable law to the fullest extent permitted by law. In any case, the remaining provisions of this Agreement or the application of the remaining provisions of this Agreement to any person, association, or entity or circumstances other than those to which they have been held invalid or unenforceable, will remain in full force and effect.

5.6      It is the mutual intention of the parties to have the option to resolve any dispute concerning this Agreement out of court. Accordingly, the parties agree that either party may elect to have any such dispute submitted for resolution through Employer’s Dispute Resolution Plan or, if no such plan is in place, then pursuant to binding arbitration to be held in Greenwich, Connecticut, in accordance with the employment arbitration rules (except as modified below) of the American Arbitration Association and with the Expedited Procedures of the American Arbitration Association (collectively, the “ Rules ”). In addition, Employer, on its own behalf and on behalf of any of the Related Entities, will be entitled to seek a restraining order, injunction, or other form of equitable relief in any court of competent jurisdiction to prevent any breach or the continuation of any breach of the provisions of Sections 4 and 5 and Employee hereby consents that such restraining order, or injunction or other form of equitable relief may be granted without the necessity of Employer posting any bond. Each of the parties hereto agrees that such arbitration will be conducted by a single arbitrator selected in accordance with the Rules. However, if they are unable to select an arbitrator, they will each designate one arbitrator who will be experienced in deciding cases concerning the matter which is the subject of the dispute and the two arbitrators so designated will select a third, who will serve as the arbitrator hereunder. Each of the parties agrees that in any such arbitration that the award will be made in writing no more than 30 calendar days following the end of the proceeding, that the arbitration will not be conducted as a class action, that the arbitration award will include factual findings or conclusions of law, and that no punitive damages will be awarded. Any award rendered by the arbitrator will be final and binding and judgment may be entered on it in any court of competent jurisdiction. Each of the parties hereto agrees to treat as confidential the results of any arbitration (including, without limitation, any findings of fact and/or law made by the arbitrator) and not to disclose such results to any unauthorized person. In any dispute related to a termination of Employee’s employment pursuant to Sections 3.2(a) or 3.4(d), Employee will only be permitted to dispute or contest whether or not a determination of Employer Cause or Permanent Disability, and the date of the Permanent Disability, was made in good faith by the Board.

5.7      Employer will bear all administrative fees and expenses of the arbitration and unless the arbitrator directs otherwise, each party will bear its own counsel fees and expenses. Either party may appeal the arbitration award and judgment thereon and, in actions seeking to vacate an award, the standard of review to be applied to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court reviewing a decision of a trial court sitting without a jury.

5.8      This Agreement will be binding upon and inure to the benefit of Employer, its successors in interest, or any other person, association, or entity that may hereafter acquire or succeed to all or substantially all of the business assets of Employer by any means, whether indirectly or directly, and whether by purchase, merger, consolidation, or otherwise. Employee’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations of Employee will not be voluntarily or involuntarily assigned, alienated, or transferred, whether by operation of law or otherwise, without the prior written consent of Employer, other than in the case of death or Permanent Disability of Employee.

5.9      This Agreement and the other agreements and arrangements referred to in this Agreement supersede and replace any previous agreements and discussions pertaining to the subject matter covered herein. This Agreement and the Exhibits hereto (collectively, the “ Employment Documents ”) constitute the entire agreement of the parties with regard to the terms of Employee’s employment, termination of employment, and severance benefits, and contains all of the covenants, promises, representations, warranties, and agreements between the parties (or any Related Entity) with respect to such matters. Each party to this Agreement acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party (or any Related Entity) with respect to the foregoing matters that is not embodied in the Employment Documents, and that no agreement, statement, or promise relating to the employment of Employee by Employer (or relating to any services provided by Employee to any Related Entity) that is not contained in the Employment Documents will be valid or binding. Any modification or waiver of this Agreement will be effective only if it is in writing and signed by each party whose rights hereunder are affected thereby. The Employee represents that he has complied with all restrictive covenants, obligations of confidentiality, and intellectual property provisions contained in any prior employment agreement between the Employee and the Employer.

5.10     Compliance with Section 409A . (a) The parties intend that any amounts payable under this Agreement are exempt from, or to the extent not exempt, comply with, the provisions of Section 409A of the Code, along with the rules, regulations, and guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “ Section 409A ”) so as not to subject Employee to the payment of the additional tax, interest, and any tax penalty which may be imposed under Section 409A. If any provision of this Agreement would result in Employee being subject to payment of the additional tax, interest, and tax penalty under Section 409A, the parties agree to negotiate in good faith an amendment to this Agreement (if permitted under Section 409A) in a manner which does not impose any additional taxes,

interest, or penalties on Employee to bring this Agreement into an exemption from, or compliance with, Section 409A, and without materially changing the economic value of the arrangements under this Agreement to any party hereto. The parties will interpret this Agreement in a manner that is exempt from, and/or complies with, Section 409A. Notwithstanding the foregoing, no particular tax result for Employee with respect to any income recognized by Employee in connection with this Agreement is guaranteed.

(b)      Notwithstanding any provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A and determined pursuant to any Policies consistent with Section 409A) at the time of Employee’s “separation from service,” and if any portion of the payments or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to Employee as otherwise described in this Agreement without Employee incurring taxes, interest or penalties under Section 409A, then amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following Employee’s Separation from Service Date will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Employee’s Separation from Service or (ii) Employee’s death, with any remaining balance of such payments or benefits provided on the schedules otherwise described in this Agreement.

(c)      With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, to the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Employee’s gross income for federal income tax purposes, such expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by Employer no later than December 31st of the year following the year in which Employee incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by Employer in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

(d)      Each payment under this Agreement is intended to be a “separate payment” and not of a series of payments for purposes of Section 409A. The parties also intend that all of the payments and benefits provided under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1 (b)(4) and 1.409A-1 (b)(9), and the Agreement will be construed to the greatest extent possible as consistent with those provisions.

5.11    The parties recognize and acknowledge, and hereby expressly waive, any right any of them may have to punitive damages.

5.12    Employee represents that he is fully competent to manage his business affairs, he has read this document carefully, he understands all of its contents, he fully

understands the final and binding effect of this Agreement, he had the opportunity to consult with his attorney, and he executes this Agreement freely and voluntarily. Employee represents and acknowledges that in executing this Agreement he does not rely (and has not relied) upon any representation or statement not set forth herein made by Employer, the Board, any Related Entity, or by any of their respective agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement or otherwise.

5.13    The parties to this Agreement hereby agree that no special relationship of trust and reliance for Employee’s benefit is, has been, or will be created by the provisions of this Agreement or Employee’s employment arrangement.

[Signature Page Follows]

IN WITNESS WHEREOF , Employer and Employee have duly executed this Agreement in multiple originals to be effective on the Effective Date.

Signature Page To Employment Agreement

Exhibit A

Employee’s Existing Faculty Positions,
Consulting Arrangements,
and Directorships

Exhibit B

Form of General Release

This is a General Release (this “ Release ”) executed by [_______] (the “ Employee ”) pursuant to Section 3.7 of the Amended and Restated Employment Agreement dated as of [______] [__], [_____] (the “ Employment Agreement ”), between Diamond S Management LLC (the “ Employer ”) and the Employee. Capitalized terms used herein and not otherwise defined will have the meanings ascribed to them in the Employment Agreement.

WHEREAS, the Employee’s employment with the Employer has been terminated on and as of ________ __, 20__ (the “ Termination Date ”);

WHEREAS, the Employer and the Employee intend that the terms and conditions of the Employment Agreement, this Release, and the other Employment Documents (as defined in the “ Employment Agreement ”) will govern all issues related to the Employee’s employment and termination of employment;

WHEREAS, the Employer advised the Employee in writing to consult with a lawyer before signing this Release;

WHEREAS, the Employee has had, or was given and has waived upon the advice of his counsel, at least 21 days to consider the form of this Release.

WHEREAS, the Employee understands that the Employer regards the representations by the Employee as material and that the Employer is relying on these representations in paying amounts to the Employee pursuant to the Employment Agreement.

THEREFORE, the Employee agrees as follows:

1.          The Employee’s employment with the Employer will terminate on the Termination Date and Employee has no right or expectation of reinstatement or rehire thereafter.

2.          The Employee will be entitled, in consequence of entering into this Release, to receive termination payments only as set forth in Section 3.5 of the Employment Agreement following the expiration of the revocation period set forth in Section 7 below. However, nothing contained in this Release will be construed to be a waiver by Employee of any benefits accrued for or due to Employee under any employee benefit plan (as such term is defined in the Employees’ Retirement Income Security Act of 1974, as amended) maintained by Employer except that Employee will not be entitled to any severance benefit pursuant to any severance plan or program of the Employer (other than as set forth herein).

3.          All of Employee’s obligations under the Employment Agreement that by their terms survive the termination of the Employee’s employment, including without limitation Sections 3.11, 4, and 5 of the Employment Agreement, have survived the termination of the Employee’s employment and remain in effect in accordance with their terms. The Employee remains bound by all such terms.

4.          The Employee, on behalf of the Employee and anyone claiming through the Employee, including the Employee’s heirs, assigns, and agents, releases and discharges the Employer, the Parent, all other Related Entities, and each of their respective directors, officers, Boards, limited or general partners, shareholders, trustees, employees, subsidiaries, parents, affiliates, attorneys, and agents, and the predecessors, successors and assigns of any of them (the “ Released Parties ”), from each and every claim, counterclaim, action, or right of any kind or character, in law or in equity, known or unknown, asserted or unasserted, foreseen or unforeseen, arising on or before the Effective Date (as defined in Section 8 below) that the Employee could assert against any of the Released Parties in connection with the Employee’s employment, termination of Employee’s employment, or otherwise.

(a)          This Release includes, but is not limited to: any claim of discrimination on the basis of race, sex, religion, marital status, sexual orientation, national origin, handicap or disability, age, veteran status, special disabled veteran status, or citizenship status; any other claim based on a statutory prohibition or common law doctrine; any claim arising out of or related to the Employee’s employment with the Employer, the terms and conditions of Employee’s employment, or the termination or cessation of Employee’s employment; any express or implied employment contract, any other express or implied contract affecting terms and conditions of the employee’s employment or the termination or cessation of Employee’s employment, or a covenant of good faith and fair dealing; any tort claims and any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 U.S.C. 3730.

(b)          The Employee represents that the Employee understands this Release, and that rights and claims under the Age Discrimination in Employment Act of 1967, as amended, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Connecticut Fair Employment Practices Act, the Connecticut Equal Pay Law, and any other state or local law regulating the employment relationship are among the rights and claims against the Released Parties the Employee is releasing, and that the Employee is not releasing any rights or claims arising after the Effective Date.

(c)          The Employee further agrees never to sue the Released Parties or to cause the Released Parties to be sued regarding any and every claim, counterclaim, action, or right of any kind or character, in law or in equity, known or unknown, asserted or unasserted, foreseen or unforeseen, arising on or before the Effective Date. If the Employee violates this Release by suing any of the Released Parties or causing any of the Released Parties to be sued, the Employee agrees to pay all costs and expenses of

defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees of counsel selected by the Released Parties.

(d)          The Employee expressly represents and warrants that the Employee is the sole owner of the actual or alleged claims, demands, rights, causes of action, and other matters that are released herein, that the same have not been transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation, or other entity, and that the Employee has the maximum right and power permitted by law to grant, execute, and deliver this Release.

5.          The Employee understands that any and all Employer covenants which relate to Employer obligations to the Employee after the Termination Date, including but not limited to the payments set forth in Section 3 of the Employment Agreement (other than the Accrued Compensation), are contingent on the Employee’s satisfaction of the Employee’s obligations under this Release.

6.          The Employee agrees, subject to any obligations the Employee may have under applicable law, that the Employee will not make or cause to be made any statements that disparage, are inimical to, or damage the reputation of the Employer, any Related Entity, or their respective agents, officers, directors, or employees. In the event such a communication is made to anyone, including but not limited to the media, public interest groups, and publishing companies, it will be considered a material breach of the terms of the Employment Agreement and this Release, and all commitments to make any ongoing severance or other payments to the Employee will be null and void. Additionally, in the event any such communication materially damages the reputation of the Employer, any Related Entity, or their respective agents, officers, directors, or employees, the Employee will be required to reimburse the Employer for any and all Severance Benefits made under the terms of the Employment Agreement. This provision is not intended to limit Employee’s right to give non-malicious and truthful testimony should he be subpoenaed to give such testimony.

7.          The Employee may revoke this Release in writing within seven days after signing it by delivering a written notice of revocation to the Employer in the manner specified in Section 5.2 of the Employment Agreement. This Release will not take effect until the Effective Date (as defined below in Section 8). If the Employee revokes this Release, all of its provisions will be void and unenforceable but such revocation will not impact the Employee’s obligations under the Employment Agreement that by their terms survive the termination of the Employee’s employment, including without limitation Sections 3.11, 4, and 5 of the Employment Agreement. After the expiration of seven days following execution of this Agreement, unless as revoked as set forth in this Section 7, the Release will be effective and irrevocable.

8.          For purposes of this Release, the “ Effective Date ” will be the day after the end of the revocation period described in Section 7 above.

9.          The Employee will keep strictly confidential the fact and circumstances of his termination and all the terms and conditions, including amounts, in and of the

Employment Agreement and this Release and will not discuss them with or disclose them to any person other than the Employee’s spouse, the Employee’s legal or financial advisors, or governmental officials who seek such information in the course of their official duties, unless compelled by law to do so or to the limited extent that the Employment Agreement, this Release and the facts of the termination are publicly disclosed by the Employer or the Related Entities. Employee agrees to instruct each of Employee’s spouse and the Employee’s legal or financial advisors, that they are not to mention the terms of this Release to anyone else, and accepts responsibility for any such mention by them. If a person not a party to the Employment Agreement requests or demands, by subpoena or otherwise, that the Employee disclose or produce the Employment Agreement or this Release or any terms or conditions of the Employment Agreement or this Release, the Employee will immediately notify the Employer and will give the Employer an opportunity to respond to such notice before taking any action or making any decision in connection with such request or subpoena.

10.         The Employment Documents and this Release constitute the entire understanding between the parties. The employee has not relied on any oral statements that are not included in this Release or the Employment Documents.

11.         Employee agrees that he has returned all property of the Employer and the Related Entities, including all documents, files, computer media, and other materials in his possession or under his control that (a) contain or are derived from proprietary, confidential, or trade secret information of the Employer, its customers, its affiliates or the Related Entities, (b) are related to or derived from Employee’s services to the Employer or the Related Entities, or (c) are required to be returned pursuant to Section 4 of the Employment Agreement. Employee will promptly surrender all equipment, credit cards, identification or access cards, keys, and other property or supplies of Employer and the Related Entities in good and working condition. Employee hereby agrees that he will be responsible for any loss of or damage to such property, ordinary wear and tear excepted.

12.         Subject to Employee’s full and satisfactory performance under this Agreement, the Employer will make no public statements concerning Employee’s employment or his separation therefrom, except (i) as required to do so by law and (ii) in response to inquiries regarding Employee’s employment by providing a “neutral” reference identifying Employee’s dates of employment and last position held.

13.         This Release will not in any way be construed as an admission by the Employer or any Released Party that it has acted wrongfully with respect to Employee, or that Employee has any right to recover from the Employer or any Released Party.

14.         Employee agrees to indemnify and hold harmless the Employer and the Released Parties from and against any loss, cost, damage or expense (including, without limitation, attorneys’ fees) incurred by it or them as a result of any breach of this Release by Employee.

15.         Employee acknowledges that he has carefully read this Release in its entirety, that he fully understands its provisions and its final and binding effect, and that he is signing this Release voluntarily. Employee further acknowledges that he has been advised of his right to consult with an attorney of his choosing prior to executing this Release. Employee understands that he has been offered at least twenty-one days to consider this Release, and to the extent that he signs this Release prior to the expiration of twenty-one days, such execution constitutes a voluntary waiver of this twenty-one day period, which Employee readily acknowledges. Employee has seven days after signing this Release to revoke it in writing in accordance with Section 7 herein. The Employee acknowledges that the consideration to be provided to the Employee under the Employment Agreement is sufficient to support this Release. The Employee represents that the Employee has not filed any charges, claims or lawsuits against the Employer or any of the Released Parties involving any aspect of the Employee’s employment that have not been terminated as of the date of this Release.

16.         In the event that any provision of this Release is determined to be legally invalid or unenforceable by any court of competent jurisdiction, and cannot be modified to be enforceable, the affected provision will be stricken from the Release, and the remaining terms of the Release and its enforceability will remain unaffected.

17.         This Release will be construed, interpreted, and applied in accordance with the law of the State of Connecticut, without regard to principles of conflict of laws that would apply the laws of any other jurisdiction, unless preempted by federal law, in which case federal law will govern.

[Signature Page Follows]

IN WITNESS WHEREOF, the Employer and Employee have executed this Release as of the day and year indicated below.