Exhibit 10.17
EXECUTION COPY
TUG MIAMI AND LOS ANGELES BONUS AGREEMENT
by and
among
TUG USA Inc.
and
The employees set out on Exhibit A hereto
October 2, 2006
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TUG MIAMI AND LOS ANGELES BONUS AGREEMENT
THIS TUG
MIAMI AND LOS ANGELES BONUS AGREEMENT (the "Agreement") is
dated
October 2, 2006 by and among TUG USA, INC. (formerly Dolphin US
Logistics,
Inc.), a New Jersey corporation (the "TUG"), and each of the
employees set forth
on Exhibit A hereto (the "Employees").
W I T N E S S E T H:
WHEREAS,
TUG is engaged the business of providing ocean, air and land
transportation intermediary services to major retailers,
wholesalers, importers,
and domestic manufacturers (collectively, the "Logistics
Business");
WHEREAS,
TUG desires to award the Employees up their reaching certain
performance targets as set forth herein.
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants
and agreements herein set forth, the parties hereby agree as
follows:
ARTICLE I
EMPLOYEES COMPENSATION
1.1
COMPENSATION:
Cash
Payment: TUG will pay the Employees a cash payment based upon
the
achievement of specific Targets (as defined below) of the
Employee's Logistic
Business (as defined below) per annum ("Cash Payments"). 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. "Employees' Logistics Business" means: the
net revenue
received from any business of the Employees evidenced by written
agreement. The
estimated amount of Cash Payment payable with respect to each
"Year" will be as
follows:
MAXIMUM
ESTIMATED
YEAR
EBITDA TARGET
EBITDA CAP
AMOUNT PAID
Year 1
US$2,200,000
US$2,650,000
US$112,500
Year 2
US$2,420,000
US$2,900,000
US$120,000
Year 3
US$2,660,000
US$3,200,000
US$135,000
Year 4
US$2,930,000
US$3,500,000
US$142,500
Year 5
US$3,220,000
US$3,800,000
US$145,000
*NOTE: IF THE EBITDA TARGET IS EXCEEDED, THAN THE EMPLOYEES ARE
ENTITLED TO AN
ADDITIONAL $0.20 FOR EVERY DOLLAR IN EXCESS OF THE EBITDA TARGET UP
TO $200,000
IN EXCESS OF THE EBITDA TARGET, AND $0.30 THEREAFTER UP TO THE
MAXIMUM EBITDA
CAP.
1
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1.2
DISBURSEMENT OF COMPENSATION. The Employees agree that the Cash
Payment shall be disbursed as specified in Schedule 1.2 attached
her
