EXECUTION COPY TUG CHINA BONUS AGREEMENTEmployee Bonus Plan Agreement |
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Exhibit 10.19
EXECUTION COPY
TUG CHINA
BONUS AGREEMENT
by and among
Sea Master Logistics
(Holdings) Limited.
and
Robert Lee
and Robert Wu
October
2, 2006
<PAGE>
TUG CHINA BONUS AGREEMENT
THIS TUG CHINA BONUS AGREEMENT (the "Agreement") is dated October 2,
2006 by
and among SEA
MASTER LOGISTICS (HOLDING)
LIMITED, a Hong
Kong
corporation (the "SeaMaster"), and
each of Robert Lee and
Robert Wu (the
"Executives").
WITNESSETH:
WHEREAS, SeaMaster is engaged or
will engage in, the business of
providing ocean, air and land transportation intermediary services in China to
major retailers, wholesalers, importers, and domestic manufacturers in the
Transpacific trade lanes as an international freight agency (collectively, the
"Logistics Business");
WHEREAS, the Executives
historically conducted Logistic Business in
China through Shanghai Pudong International Transportation Co., Ltd. with a pro
forma revenue of US$25,000,000 in 2005, and desire to conduct that business
through SeaMaster or SeaMaster (China) Logistics, Ltd., and SeaMaster desires
to
handle this business.
NOW, THEREFORE, in consideration
of the premises and the mutual
covenants and agreements herein set forth, the parties hereby agree as follows:
ARTICLE I
EXECUTIVES
COMPENSATION
1.1 COMPENSATION:
Cash Payment: SeaMaster will pay
the Executives a cash payment based
upon the achievement of specific EBITDA Targets (as defined in the SeaMaster
Sale and Purchase Agreement) of the Executive's Logistic Business (as defined
below) per annum ("Cash Payments"). It is understood that the revenue
contributed to the EBITDA Targets by the Executives' Logistic Business is in
addition to the Seller's Logistic Business (as defined in the SeaMaster Sale
and
Purchase Agreement). The EBITDA Target shall be calculated using funds received
by SeaMaster free and clear of any encumbrance. The estimated Cash Payment in
each of the following years is: Year 1 is US$550,000, Year 2 is US$550,000,
Year
3 is US$550,000, Year 4 is US$550,000, and Year 5 is US$550,000. The Cash
Payments would be paid forty-five (45) days after the first quarter of each
calendar year (the "Payment Date"), subject to the availability of
sufficient
cash flow and the Credit Agreement. If the Cash Payment is not paid within the
period of forty-five (45) days after the Payment Date, it will be paid
subsequently in full with accrued interest at an agreed money market rate
subject to the terms of the Credit Agreement. "Executives' Logistics
Business"
means: the net revenue received from any co-load business and agent business of
the Executives, and the Executives' controlled business (excluding business
controlled by Peter Stone and SeaMaster) evidenced by written agreement for the
Transpacific trade lanes originating from any offices previously used by the
Executives pre-Closing in China, and excludes a






