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 any other trade lane
volume, such
as Europe/Asia, introduced to Executives by the Company or any of
its affi
