Exhibit 10.24
SUMMIT GLOBAL LOGISTICS, INC.
2007 MANAGEMENT INCENTIVE PLAN
I. PURPOSES
1.1 GENERAL.
The purposes of the
Summit Global
Logistics,
Inc. 2007
Management Incentive
Plan (the "PLAN") are
to retain and motivate the Eligible
Employees and Directors of Summit Global Logistics, Inc. (the "COMPANY") or any
Parent or Subsidiary
thereof who have been designated by the Committee to
participate in the
Plan for a specified
Performance Period by
providing them
with the opportunity
to earn incentive
payments based upon the extent to which
specified performance
or other goals have
been achieved
or exceeded for an
applicable Performance
Period. Additional
definitions are contained in Article
II and certain other Sections of the Plan.
1.2 STATUS
OF COMPENSATION FOR "COVERED EMPLOYEES" AS QUALIFIED
PERFORMANCE-BASED
COMPENSATION. It is
intended that all amounts payable to
Participants who are "covered employees" within the meaning of
Section 162(m) of
the Code will constitute "qualified performance-based compensation" within the
meaning of U.S. Treasury regulations promulgated thereunder, and the Plan and
the terms of any awards hereunder to such Participants shall be so interpreted
and construed to the maximum extent possible. Notwithstanding any provision of
the Plan to the contrary, however, an individual Award
Agreement, as defined in
Section 4.1(f) hereof,
may contain terms that do not comply with the "qualified
performance-based compensation" exception to the applicability of
Section 162(m)
of the Code to the Individual Award Opportunity(ies) granted thereunder, in
which case
the provisions of the individual Award Agreement shall take
precedence over the
provisions of the Plan with respect to compliance with such
exception.
II. CERTAIN
DEFINITIONS
2.1
"AFFILIATE" shall mean
(a) any Person
which directly or indirectly beneficially
owns (within the
meaning of Rule 13d-3
promulgated
under the Exchange
Act) securities
or other equity
interests possessing
more than 50% of the
aggregate
voting power in the election of directors (or similar
governing body)
represented
by all outstanding
securities of the Company; or
(b) any
Person with respect to which the Company
beneficially owns
(within the meaning of
Rule 13d-3
promulgated under the
Exchange Act)
securities
or
other equity interests
possessing
more than 50% of
the aggregate
voting
power in the election of
directors (or similar governing body) represented by,
or more than 5% of the aggregate value of, all
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outstanding securities
or other equity
interests of
such
Person.
2.2 "BASE
SALARY" shall mean a Participant's "Base Salary" as such
term is defined in the Employment Agreement.
2.3 "BOARD"
shall mean the Board of Directors of the Company.
2.4 "BUSINESS
ENTITY" shall mean (i) the Company or (ii) any
Parent or Subsidiary thereof.
2.5 "BUSINESS
ENTITY LOCATION" means a Business Entity office
consisting of one or more buildings within 25 miles of each
other.
2.6 "CAUSE"
shall mean "Cause," as
defined in the
Participant's
Employment Agreement
or Director's Agreement, and in the absence of such
definition, Cause
shall mean, as determined by the Committee in its sole
discretion, the Participant's
(a) material
act of dishonesty with respect to the
Business Entity that employs the Participant;
(b) conviction
for a felony,
gross misconduct that is
likely
to have a material adverse effect on the
business and
affairs of the
Business Entity that
employs the Participant; or
(c) other
misconduct,
such as excessive
absenteeism or
failure to
comply with the rules of the Business
Entity that employs the Participant.
2.7 "CODE"
shall
mean
the Internal
Revenue Code of 1986,
as
amended.
2.8
"COMMITTEE" shall mean the Compensation Committee of the Board
or such other
committee designated by the Board that satisfies any then
applicable
requirements of the New York Stock Exchange, NASDAQ, or such other
principal national
stock exchange on which the Common Stock is then traded,
to
constitute a compensation committee, and which consists of two or more
members
of the Board, each of
whom may be an "outside director" within the meaning of
Section 162(m) of the Code. Notwithstanding the foregoing, in the case of any
Individual Award
Opportunity
granted to any Participant who is a "covered
employee" within the
meaning of Section 162(m) of the Code, the Committee shall
consist solely of two
or more members of the Board who are "outside directors"
within the meaning of such Section.
2.9 "COMMON
STOCK" shall
mean common stock of the Company, par
value of $.001 per share.
2.10
"COMPANY" shall
mean Summit Global Logistics, Inc., and
any successor thereto, and shall include any other business venture
in which the
Company has a direct or indirect significant interest, as determined by the
Committee in its sole discretion.
2.11
"CONTROL" (including
the terms "Controlled by" and "under
common Control
with") means the
possession,
directly or
indirectly
or as a
trustee or executor, of the power to
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direct or cause the direction of the management of a Person,
whether through the
ownership of stock, as a trustee or executor, by contract or credit
agreement or
otherwise.
2.12
"DETERMINATION
PERIOD" shall
mean, with respect to any
Performance Period,
a period commencing on or before the first day of the
Performance Period and
ending not later than
the earlier of (i) 90
days after
the commencement
of the Performance Period and (ii) the date on which
twenty-five percent
(25%) of the
Performance Period has
been completed.
Any
action required
to be taken
within a Determination Period may be taken at a
later date if
permissible
under Section 162(m) of the Code or regulations
promulgated thereunder, as they may be amended from time to
time.
2.13
"DIRECTOR" shall
mean a member
of the Board or the
board of
directors of a Parent or Subsidiary who is not an Employee.
2.14
"DIRECTOR'S AGREEMENT" shall mean the Participant's agreement
with the Company or any Parent or Subsidiary thereof to serve as a
non-Employee
director of the Business Entity.
2.15
"DISABILITY" shall mean any physical or mental condition which
renders the Participant incapable of performing his or her
essential
functions
and duties as an
Employee for a continuous period of at least 180 days,
as
determined in good
faith by a physician
appointed by the Business Entity that
employs the Participant.
2.16
"EFFECTIVE DATE" shall mean January 1, 2007.
2.17
"ELIGIBLE EMPLOYEE"
shall mean an employee
of the Company or
any Parent or Subsidiary thereof, but only if the employee is
reported as such
in the payroll records of such Business Entity.
2.18
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974 as currently in effect, and as it may be amended from time
to time.
2.19
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.
2.20
"FISCAL YEAR" shall mean the calendar year.
2.21
"FUNDAMENTAL TRANSACTION" shall mean that the Company
shall,
directly or indirectly, in one or more related
transactions effected
after the
Effective Date:
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(a)
consolidate or merge with or into (whether or not the
Company is the surviving corporation) another Person;
(b) sell,
assign, transfer,
convey or otherwise
dispose
of all or
substantially all
of the properties or
assets of the Company to another Person;
(c) be the
subject of a purchase, tender or exchange
offer by another Person that is accepted by the
holders of more than 50% of the outstanding shares of
voting stock of the Company; or
(d) consummate
a stock purchase agreement or other
business
combination (including, without limitation,
a reorganization,
recapitalization, spin-off or
scheme or arrangement)
with another
Person whereby
such other Person
acquires more than the
50% of the
outstanding shares of Common Stock.
In addition,
a "Fundamental Transaction" shall occur if, after the
Effective Date, any "person" or "group" (as these terms are used
for purposes of
Sections 13(d) and
14(d) of the Exchange
Act) shall
become the "beneficial
owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of 50% of
the aggregate ordinary voting power represented by issued
and outstanding Common Stock.
2.22 "GOOD
REASON" shall mean "Good Reason," as defined in the
Participant's
Employment Agreement or Director's Agreement, and in the absence
of such definition, shall mean:
(a) without
the Participant's prior written consent, any
material diminution in
the Participant's
authority,
duties or
responsibilities, including those
pertaining to his or
her status as a
director, if
applicable, provided,
however, that prior to any
termination pursuant
to this Section
2.22(a), the
applicable Business
Entity must be given
notice by
the Participant of his/her objection to such material
diminution and no less than 20 days to cure the same;
(b) any
failure by the Business Entity to pay the
Participant any
portion of the Base
Salary to which
the Participant is
entitled under Section 2.2 or any
payments to which the
Participant is
entitled under
his or her Employment Agreement, if applicable,
provided, however,
that prior to any
termination on
account of
the non-payment of Base Salary, the
Business Entity
must
be given notice by the
Participant of such
acts or omissions and no less
than 30 days to cure the same;
(c) without
the Participant's prior written consent, the
relocation of
the principal place of the
Participant's
employment to a
location a further
distance than the Business Entity Location where the
individual was
working immediately prior to the
relocation; or
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(d) a material
breach by the
Business Entity of any of
the material
provisions
of this Plan, provided,
however, that prior to
any termination
pursuant to
this Section 2.22(d),
the applicable Business Entity
must be given notice by the Participant of such acts
or omissions
and no less
than 20 days to cure
the
same.
2.23 "INDIVIDUAL
AWARD OPPORTUNITY" shall mean the potential of a
Participant to receive
an incentive
payment based on the extent to which
the
applicable performance
or other goals for a Performance Period shall have been
satisfied. An
Individual Award
Opportunity may be expressed in U.S. dollars or
pursuant to a formula that is consistent with the provisions of the
Plan.
2.24 "PARENT" shall mean a "parent corporation," within the meaning
of
Section 424(e) of the Code, with respect to the Company or an
entity, directly
or indirectly, in Control of the Company.
2.25 "PARTICIPANT" shall mean an Eligible Employee who is
designated by
the Company to participate in the Plan for a Performance
Period, in accordance
with Article III.
2.26 "PERFORMANCE
PERIOD" shall mean a one (1), two (2),
three (3),
four (4) or five (5) Fiscal Year period for which performance or
other goals are
established pursuant to Article IV.
2.27 "PERSON" shall mean a person within the meaning of Section
3(a)(9)
of the Exchange Act.
2.28 "PLAN"
shall mean the Summit Global Logistics, Inc. 2007
Management Incentive
Plan, as set forth herein, as it may be amended from time
to time.
2.29 "QUALIFIED
SUCCESSOR" shall have
the meaning ascribed thereto in
the Employment Agreement or Director's Agreement, as applicable. If such term
does not appear in the Employment Agreement or Director's
Agreement,
all Plan
provisions in
respect of a Qualified Successor shall be null and void with
respect to the affected Participant.
2.30 "RETIREMENT"
shall
mean the voluntary termination of the
Participant at any time on or after attaining age 65.
2.31 "SUBSIDIARY"
shall mean a
"subsidiary
corporation," within
the
meaning of Section
424(f) of the Code,
with respect to the Company, or an
entity, directly or indirectly, Controlled by the Company.
III. ADMINISTRATION
3.1 GENERAL. The Plan
shall be administered
by the Committee,
which
shall have the full power and authority to interpret,
construe and
administer
the Plan and any
Individual Award
Opportunity
granted hereunder (including
reconciling any
inconsistencies,
correcting
any defects and
addressing
any
omissions).
3.2 POWERS AND RESPONSIBILITIES. The Committee shall have the
following
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discretionary powers, rights and responsibilities in addition to
those described
in Section 3.1.
(a) to
designate within the Determination Period the
Participants for a Performance Period;
(b) to
establish within the Determination Period the
performance goals and other terms and conditions that
are to apply to each
Participant's
Individual Award
Opportunity;
(c) to
determine in writing
prior to the payment
under
any Individual Award Opportunity that the performance
goals for a
Performance Period
and other material
terms applicable to the Individual Award Opportunity
have been satisfied;
(d) to
grant
Individual
Award
Opportunities
for
Participants who are not "covered employees" within
the meaning of Section
162(m) of the Code based upon
the attainment
of performance goals that do not
constitute "objective
performance goals"
within the
meaning of Section 162(m) of the Code;
(e) to adopt,
revise, suspend, waive
or repeal, when and
as appropriate, in its
sole and absolute discretion,
such administrative rules, guidelines and procedures
for the Plan as it deems necessary or advisable to
implement the terms and conditions of the Plan.
3.3 DELEGATION OF POWER. The Committee may delegate some or
all of its
power and authority
hereunder to the President and Chief Executive Officer of
the Company or other
executive officer of
the Company
or, with respect to a
Subsidiary, the
shareholders
of such Subsidiary, as the Committee deems
appropriate.
Notwithstanding the foregoing, with respect to any person who is
a
"covered employee"
within the meaning of
Section 162(m) of the Code or who, in
the Committee's
judgment, is likely to be a covered employee at any time during
the applicable
Performance Period, only the Committee shall be permitted to
(i)
designate such person to participate in the Plan for such Performance Period,
(ii) establish
performance goals and
Individual Award
Opportunities for
such
person, and (iii)
certify the achievement of such performance goals. For
purposes of the immediately preceding sentence, "Committee" shall mean two or
more members of the
Board who are "outside
directors"
within the
meaning of
Section 162(m) of the Code.
IV. PERFORMANCE GOALS AND OTHER CRITERIA
4.1
ESTABLISHING PERFORMANCE GOALS AND OTHER CRITERIA.
(a) ROLE
OF COMMITTEE.
The Committee shall establish
within the
Determination Period
of each Performance
Period (i) one or more
objective performance
goals
for each Participant or for any group of Participants
(or both), provided
that the outcome of each goal is
substantially
uncertain at the time
the Committee
establishes such goal
and/or (ii) other criteria,
including, but not
limited to, performance criteria
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that do not satisfy
the requirements of Treasury
Regulation Section
1.162-27(e)(2)
or time vesting
criteria, the
satisfaction of which
is required for
the payment of
an Individual Award Opportunity.
(b)
PERFORMANCE FACTORS. Performance goals shall be based
exclusively on one or more of
