Confidential Treatment has been requested
for portions of this document marked
with asterisks ("[*]").
Redacted Exhibit 10.19
EXECUTION COPY
TUG CHINA BONUS AGREEMENT
by and among
Sea Master Logistics (Holdings) Limited.
and
[*]
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 [*]
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");
[*]
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:
[*]
1
<PAGE>
[*]
1.2 DISBURSEMENT OF
COMPENSATION.
The Executives agree
that the Cash
Payment shall be disbursed as specified in Schedule 1.2 attached
hereto and made
a part hereof and to the bank accounts set forth therein.
ARTICLE II
COVENANTS
2.1 FURTHER ASSURANCES
AND ASSISTANCE. SeaMaster and the Executives
shall, from time to time, at the request of SeaMaster, do, execute,
acknowledge
and deliver or will cause to be done, executed, acknowledged and delivered all
such further acts, deeds, assignments, transfers, conveyances, assurances and
take such other
action as SeaMaster may reasonably request and as may be
reasonably necessary in order to effectuate the terms of this
Agreement.
2.2 ACCOUNTS
RECEIVABLE. The
Executives
shall use their
reasonable
efforts to
collect and account for all accounts receivable that will be
reflected on the Closing Balance Sheet. Based upon the audited Closing
Balance
Sheet, the parties
agree that upon delivery of the final determination of the
Closing Balance Sheet, a net accounts receivable equal to accounts
receivable as
set forth on such balance sheet less the allowance for doubtful
accounts as set
forth thereon will be calculated (the "Net Receivables"). Forty-Five (45) days
prior to the Cash Payment Date, amounts received by SeaMaster in
connection with
the Executives'
Logistic Business will be applied to the specific invoice
designated by the
customer remittance. In applying any payment made by an
account debtor, such payment shall be applied to any account
receivable to which
it clearly relates by reason of the amount thereof, and otherwise, as shall be
specified by the customer at the time of the making thereof or upon subsequent
inquiry by SeaMaster.
2.3 ACCOUNTS PAYABLE.
Upon request, SeaMaster shall furnish
