Employment Agreement (2006)Full Document 

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                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
this 8th day of November, 2006, by and between Robert Agresti, residing at 12
Hedden Place, New Providence, NJ 07974 (the "Executive"), and Summit Global
Logistics, Inc., a Delaware corporation (the "Company").

                                   BACKGROUND

            WHEREAS, the Executive is expected to make a major contribution to
the growth, profitability and financial strength of the Company; and

            WHEREAS, the Company desires to retain the services of the
Executive, and the Executive desires to be retained by the Company, on the terms
and conditions set forth below.

            NOW, THEREFORE, intending to be legally bound, and in consideration
of the premises and the mutual promises set forth in this Agreement, the receipt
and sufficiency of which are hereby acknowledged, the Company and Executive
agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      1.1   DEFINITIONS. The following terms, when used in this Agreement, shall
have the following meanings, unless the context clearly requires otherwise (such
definitions to be equally applicable to both the singular and plural of the
defined terms):

            1.1.1    "AFFILIATE" means, (a) with respect to the Executive, any
      other Person directly or indirectly Controlling, Controlled by, or under
      common Control with the Executive and (b) with respect to the Company, (i)
      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 (ii) 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 outstanding securities or other
      equity interests of such Person.

            1.1.2    "BASE SALARY" shall have the meaning set forth in section
      3.1.

            1.1.3    "BOARD" means the Board of Directors of the Company.

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            1.1.4    "CHANGE IN CONTROL" means the occurrence of the first step
      (E.G., commencement of negotiations) in a process that results in any one
      of the following events:

                     1.1.4.1  the acquisition by any individual, entity or group
                              (within the meaning of Section 13(d)(3) or
                              14(d)(2) of the Securities Exchange Act of 1934,
                              as amended) (the "Act") of beneficial ownership
                              (within the meaning of Rule 13d-3 of the Act) of
                              more than 20% of the (A) then outstanding voting
                              stock of a Company; or (B) the combined voting
                              power of the then outstanding securities of the
                              Company entitled to vote;

                     1.1.4.2  an ownership change in which the shareholders of
                              the Company before such ownership change do not
                              retain, directly or indirectly, at least a
                              majority of the beneficial interest in the voting
                              stock of the Company after such transaction, or in
                              which the Company is not the surviving company;

                     1.1.4.3  the direct or indirect sale or exchange by the
                              beneficial owners (directly or indirectly) of the
                              Company of all or substantially all of the stock
                              of the Company;

                     1.1.4.4  a majority of the directors comprising the entire
                              Board as of the Effective Date changes during any
                              12-month period (other than a Qualified
                              Successor);

                     1.1.4.5  a reorganization, merger or consolidation in which
                              the Company is a party;

                     1.1.4.6  the sale, exchange, or transfer of all or
                              substantially all of the assets of the Company;

                     1.1.4.7  the bankruptcy, liquidation or dissolution of the
                              Company; or

                     1.1.4.8  any transaction including the Company in which the
                              Company acquires an ownership interest of any
                              percentage in, enters into a joint venture,
                              partnership, alliance or similar arrangement with,
                              or becomes owned in any percentage by, any other
                              entity that is engaged in a business similar to
                              the business engaged in by the Company and that
                              has operations in North America immediately before
                              such transaction or within one year thereafter.

            1.1.5    "CAUSE" means, as determined by the Company in its sole
      discretion, the Executive's

                     1.1.5.1  material act of dishonesty with respect to the
                              Company;

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                     1.1.5.2  conviction for a felony, gross misconduct that is
                              likely to have a material adverse effect on the
                              Company's business and affairs; or

                     1.1.5.3  other misconduct, such as excessive absenteeism,
                              or material failure to comply with Company rules.

            1.1.6    "CODE" means the Internal Revenue Code of 1986, as amended.

            1.1.7    "COMMON STOCK" means the common stock of the Company, par
      value of $.001 per share.

            1.1.8    "COMPANY LOCATION" means a Company office consisting of one
      or more buildings within 25 miles of each other.

            1.1.9    "COMPENSATION COMMITTEE" means 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, and which consists of two or more members of
      the Board, each of whom shall be an outside director within the meaning of
      Section 162(m) of the Code.

            1.1.10   "CONFIDENTIAL INFORMATION" means:

                     1.1.10.4 proprietary information, trade secrets and
            know-how of the Company and/or its Affiliates;

                     1.1.10.5 confidential information relating to the business,
            operations, systems, networks, services, data bases, customer lists,
            pricing policies, business plans, marketing plans, product
            development plans, strategies, inventions and research of the
            Company and/or its Affiliates; and

                     1.1.10.6 confidential information relating to the financial
            affairs and results of operations and forecasts or projections of
            the Company and/or its Affiliates;

            provided that information shall not constitute Confidential
            Information if such information: (i) is generally known or
            reasonably knowable by Persons other than the Company or its
            Affiliates or Persons employed by, in control of or otherwise
            affiliated with the Company or its Affiliates, (ii) is known or
            reasonably knowable by Persons other than the Company or its
            Affiliates or Persons employed by, in control of or otherwise
            affiliated with the Company or its Affiliates, by reason of the
            action of such Person or Persons other than the Executive or any
            Person acting at the Executive's direction or with the Executive's
            prior consent, (iii) was known or reasonably knowable by the
            Executive, by lawful means, prior to the date of the Executive's
            employment with the Company or (iv) is compelled to be disclosed by
            law, regulation or legal process.

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            1.1.11   "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 direct or cause the direction of the
      management of a Person (including the direction of any Person related to
      the Executive), whether through the ownership of stock, as a trustee or
      executor, by contract or credit agreement or otherwise.


            1.1.12   "DISABILITY" means any physical or mental condition which
      renders Executive incapable of performing his essential functions and
      duties hereunder for a period of at least 180 days, as determined in good
      faith by a physician appointed by the Company.

            1.1.13   "EFFECTIVE DATE" means the date of Closing as defined in
      that certain Equity Purchase Agreement by and between Maritime Logistics
      US Holdings Inc., FMI Holdco I, LLC, FMI Blocker, Inc. and each of the
      Sellers set forth in Schedule A thereto, dated as of October 23, 2006.

            1.1.14   "EMPLOYMENT TERM" shall have the meaning set forth in
      section 2.2.

            1.1.15   "EQUITY INCENTIVE PLAN" means the Summit Global Logistics,
      Inc. 2006 Equity Incentive Plan, attached as Exhibit A hereto.

            1.1.16   "EXCHANGE ACT" shall mean the Securities Exchange Act of
      1934, as amended.

            1.1.17   "FISCAL YEAR" means the calendar year.

            1.1.18   "GOOD REASON" means the occurrence of any of the following:

                     1.1.18.7 without the Executive's prior written consent, any
                              material diminution in the Executive's authority,
                              duties or responsibilities, including those
                              pertaining to his status as a director of the
                              Board, if applicable; provided, however, that
                              prior to any termination pursuant to this Section
                              1.1.18.1, the Company must be given notice by the
                              Executive of his/her objection to such material
                              diminution and no less than 20 days to cure the
                              same;

                     1.1.18.8 any failure by the Company to pay the Executive
                              any portion of the Base Salary or other payments
                              to which the Executive is entitled under Sections
                              3.1 through 3.5 hereof, provided, however, that
                              prior to any termination pursuant to this Section
                              1.1.18.2 on account of the non-payment of Base
                              Salary, the Company must be given notice by the
                              Executive of such acts or omissions and no less
                              than 30 days to cure the same;

                     1.1.18.9 without the Executive's prior written consent, the
                              relocation of the principal place of the
                              Executive's employment to a location a further
                              distance than the Company Location where the

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                               individual was working immediately prior to the
                               relocation;

                     1.1.18.10 a material breach by the Company of any of the
                               material provisions of this Agreement, provided,
                               however, that prior to any such termination
                               pursuant to this Section 1.1.18.4, the Company
                               must be given notice by the Executive of such
                               acts or omissions and no less than 20 days to
                               cure the same; or

                     1.1.18.11 an event described in Section 1.1.4.4 hereof
                               occurs.

            1.1.19   "MANAGEMENT INCENTIVE PLAN" means the Summit Global
      Logistics, Inc. 2007 Management Incentive Plan, attached as Exhibit B
      hereto.

            1.1.20   "PERSON" means an individual, corporation, partnership,
      association, limited liability company or partnership, trust, government,
      governmental agency or body, or any other group or entity, no matter how
      organized and whether or not for profit.

            1.1.21   "QUALIFIED SUCCESSOR" means in the event there is a vacancy
      in the Board occurring between annual meetings as a result of death,
      incapacity or resignation, or if one or more of the Directors shall
      decline to stand for election to the Board or, if he is unable or
      unwilling to so serve, then the shareholders that are party to that
      certain voting agreement ("Voting Agreement") dated on or about the date
      hereof between the Company and the parties thereto to elect Messrs.
      Agresti, DeSaye, MacAvery and McQuiston (the "Shareholders") shall
      designate one or more individuals of standing within the business world
      reasonably comparable to that of such Director (each a "Qualified
      Successor") as one or more successor Directors in the following manner.
      The Shareholders shall select an individual to serve as the Qualified
      Successor, which individual shall be independent both of the Company
      (except through proposed service as a member of the Board or a subsidiary
      of the Company) and of the Shareholders. The selected individual shall be
      subject to the prior approval of a super-majority of the Shareholders,
      which consent shall not unreasonably be withheld. A Shareholder's approval
      of a designated Director shall be deemed given if such Shareholder has not
      responded to a notice by the Chairman of the Board of the Company within
      30 days of notice to the Shareholder of the identity of the selected
      individual. Upon selection and approval hereunder, such Qualified
      Successor shall for all purposes be deemed a Director of the Company and
      shall be subject to the Voting Agreement in the event of his/her death,
      incapacity, resignation or decision not to be a Director.

            1.1.22   "TERMINATION DATE" means the date on which the Executive's
      employment with the Company terminates for any reason.

            1.1.23   "YEAR OF SERVICE" means the completion by the Executive of
      Year One, Year Two, Year Three, Year Four , Year Five, or any additional
      one-year period under Section 2.2 hereof, as applicable. For purposes of
      Section 3.5 hereof, and only for such purposes, partial years of service
      will be credited as one (1) Year of Service if the Executive has worked at
      least 1,000 hours during the applicable year.

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            1.1.24   "YEAR ONE" means the 12-consecutive-month period beginning
      on the Effective Date and ending on the day immediately prior to the first
      day of Year Two.

            1.1.25   "YEAR TWO" means the 12-consecutive-month period beginning
      on the first anniversary of the Effective Date and ending on the day
      immediately prior to the first day of Year Three.

            1.1.26   "YEAR THREE" means the 12-consecutive-month period
      beginning on the second anniversary of the Effective Date and ending on
      the day immediately prior to the first day of Year Four.

            1.1.27   "YEAR FOUR" means the 12-consecutive-month period beginning
      on the third anniversary of the Effective Date and ending on the day
      immediately prior to the first day of Year Five.

            1.1.28   "YEAR FIVE" means the 12-consecutive-month period beginning
      on the fourth anniversary of the Effective Date and ending on the day
      immediately prior to the fifth anniversary of the Effective Date.

                                    ARTICLE 2

                               EMPLOYMENT AND TERM

      2.1   EMPLOYMENT. The Company employs Executive and the Executive hereby
agrees to such employment by the Company during the Employment Term to serve as
President and Chief Executive Officer of Summit Global Logistics, Inc., with the
customary duties, authorities and responsibilities of an officer of a
corporation and such other duties, authorities and responsibilities relative to
the Company or its Affiliates that have been agreed upon in writing by the
Company and Executive. This Agreement supersedes any and all prior agreements
between Executive and the Company or the Company's predecessors in interest with
respect to Executive's employment, and any such prior agreements shall be void
and of no further force and effect as of the Effective Date.

      2.2   EMPLOYMENT TERM. The "Employment Term" of this Agreement shall
commence on the Effective Date, and unless sooner terminated as provided in
Article 4, shall terminate upon the fifth (5th) anniversary of such date.
Thereafter, and unless sooner terminated as provided in Article 4, the
Employment Term shall automatically be renewed on each anniversary date of the
expiration of the initial Employment Term for a period of one (1) year, unless
and until either the Company or the Executive terminates such automatic renewal
upon sixty (60) days' advance written notice to the other of an intention not to
renew (that is, upon written notice of an intention not to renew delivered to
the other at least sixty (60) days prior to the beginning of the next one-year
period); provided, however, that in no event shall the Employment Term exceed a
period of ten (10) continuous years beginning with the Effective Date.

      2.3   FULL WORKING TIME. During the Employment Term, the Executive shall
devote substantially all of his ability and attention, all of his skill and
experience and efforts during

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normal business hours and at such other times as reasonably required for the
proper performance of his duties hereunder and to the business and affairs of
the Company. During the Employment Term, the Executive shall not, either
directly or indirectly, actively participate in any other business or accept any
employment or business office whatsoever from any other Person; provided,
however, that the foregoing shall not preclude the Executive, subject to Article
5, from: (i) serving as a director of any non-profit or charitable organization,
or any company not in competition with the Company, or (ii) making an investment
in any other business, so long as in any such case, the Executive does not
actively participate in such other business or organization and such activity
does not interfere with the Executive's ability to perform his duties hereunder
and does not constitute a conflict of interest with the Company.

                                   ARTICLE 3

                            COMPENSATION AND BENEFITS

      3.1   BASE SALARY. During the Employment Term, as compensation for
services hereunder and in consideration for the protective covenants set forth
in Article 5 of this Agreement, the Executive shall be paid a base salary of
Three Hundred Fifty Thousand United States Dollars (US$350,000) for Year One,
with an annual cost of living increase of 3% for each of Year Two, Year Three,
Year Four and Year Five, and, if applicable under Section 2.2 hereof, for each
additional one-year period of the Employment Term thereafter, or such greater
amount as may from time to time be approved by the Compensation Committee (the
"Base Salary"). Cost-of-living increases shall be effective as of the first day
of Year Two, Year Three, Year Four and Year Five, respectively, and, if
applicable under Section 2.2 hereof, as of the first day of each additional
one-year period of the Employment Term thereafter, and shall be cumulative. Base
Salary shall be paid to the Executive in accordance with the Company's normal
payroll practices.

      3.2   BONUSES. Such bonuses shall include the following:

            3.2.1    NON-COMPETE BONUS. As consideration for the Executive
      entering into this Agreement, the Company shall pay the Executive a bonus
      in the amount of One Hundred Fifteen Thousand United States Dollars
      (US$115,000) upon the condition that the executive agrees to be bound by
      the terms of Section 5.2 of this Agreement, as set forth in Article 5
      hereof, hereinafter referred to as the "Non-Compete Bonus". The
      Non-Compete Bonus shall be payable in cash no later the thirtieth (30th)
      day following the date of this Agreement.

            3.2.2    MANAGEMENT INCENTIVE BONUSES. The Executive shall receive
      an annual bonus in accordance with the terms of a grant agreement made
      pursuant to the terms of the Management Incentive Plan (the "Annual Bonus
      Grant Agreement"). The Executive also shall receive a multi-year bonus,
      pursuant to the terms of the Management Incentive Plan, if certain
      performance targets are met (the "Multi-Year Bonus Grant Agreement"). The
      Annual Bonus Grant Agreement and Multi-Year Bonus Grant Agreement are
      attached as Exhibits C and D, respectively, hereto. If the Management
      Incentive Plan is terminated for any reason whatsoever, whether by the
      Company or any other Person, the Executive shall be paid the annual bonus
      and multi-year bonus that otherwise would be payable to him with respect
      to the Performance Period within which the termination of

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      such Plan occurs, notwithstanding the termination of such Plan. For
      purposes of the immediately preceding sentence, the Executive's annual
      bonus and multi-year bonus that otherwise would be payable to him with
      respect to the Performance Period within which the termination of the
      Management Incentive Plan occurs shall be identical to that set forth in
      Exhibits C and D, respectively, hereto, and shall be fully vested, subject
      to the satisfaction of the conditions set forth in Section 5.2 of such
      Plan.

      3.3   EQUITY COMPENSATION. On or about the Effective Date, or as soon as
administratively practicable thereafter, the Executive shall receive grants
under the Equity Incentive Plan as follows:

            3.3.1    INCENTIVE STOCK OPTIONS. A grant of an Incentive Stock
      Option, as defined in the Equity Incentive Plan, in respect of 160,000
      shares of Common Stock, pursuant to an option grant agreement annexed as
      Exhibit E hereto.

            3.3.2    STOCK APPRECIATION RIGHTS. A grant of 120,000 Stock
      Appreciation Rights, as defined in the Equity Incentive Plan, each in
      respect of one share of Common Stock, pursuant to a Stock Appreciation
      Rights grant agreement annexed as Exhibit F hereto. The parties intend
      that such grant cover the approximate combined federal and state income
      tax liability associated with both (i) the number of shares of Common
      Stock with respect to which the Incentive Stock Option is exercised and
      (ii) the number of shares of Common Stock underlying the exercise of the
      Stock Appreciation Rights used to pay for the tax liability under clause
      (i).

All such grants and/or awards shall conform to the terms and conditions of the
Equity Incentive Plan and the annexed grant agreements between the Company and
the Executive. In its discretion, the Compensation Committee may make additional
grants or awards to the Executive from time to time. If the Equity Incentive
Plan is terminated for any reason whatsoever, whether by the Company or any
other Person, the Executive shall be entitled to the benefits due to him under
Exhibits E and F, respectively, hereto, notwithstanding the termination of such
Plan. For purposes of the immediately preceding sentence, the termination of the
Equity Incentive Plan shall result in all unvested Incentive Stock Options and
Stock Appreciation Rights granted to the Participant under Exhibits E and F,
respectively, to be fully vested and exercisable.

      3.4   SERP BENEFITS. During the Employment Term, the Executive shall be
entitled to participate in the Summit Global Logistics, Inc. Supplemental
Executive Retirement Plan (the "SERP") in accordance with the terms thereof.
Such eligibility to participate in the SERP shall commence effective as of the
later of the Effective Date or the effective date of the SERP. The SERP is
attached as Exhibit G hereto.

      3.5   RETIREMENT, WELFARE AND FRINGE BENEFITS. To the maximum extent that
he is eligible under the terms of the applicable plan or program, the Executive
shall participate in the current or future plans or programs maintained by the
Company for its employees and/or senior executives that provide insurance,
medical benefits, retirement benefits, or similar fringe benefits as set forth
in SCHEDULE A attached hereto, as well as any additional plans or programs that
may be adopted that are generally applicable to senior executives; provided,
however, that if within the Employment Term, the Executive leaves the employment
of the Company and is eligible for severance benefits, then $7,500 per Year of
Service shall be added to the severance amount in

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lieu of any forfeited (non-vested) qualified plan amount. In addition, the
Executive shall be entitled to a minimum of twenty (20) vacation days for each
calendar year beginning with or within a Year of Service, which must be taken in
accordance with the Company's vacation policy then in effect. The Executive
shall also be entitled at least six (6) days of sick day leave, seven (7)
personal days leave and seven (7) fixed holidays for each calendar year
beginning with or within a Year of Service, which must be taken in accordance
with the Company's applicable policies then in effect. Unused vacation days,
sick days or personal days shall not carry forward into the subsequent year. In
the event that the Company establishes a more favorable vacation, sick leave or
personal day policy generally applicable to senior executives, the Executive
shall be entitled to any such additional benefits. During the Employment Term,
the Company shall pay the Executive an automobile allowance, which shall not
exceed $1,250 per month, plus an annual inflation adjustment reflecting market
conditions. The Executive is responsible for the tax consequences of the
personal usage of the automobile. The Executive shall be entitled to a $5,000
per year golf, health, country and/or other recreational club membership
allowance for each Year of Service, to be allocated among the foregoing as the
Executive sees fit. The Executive is responsible for the tax consequences of the
personal usage of the golf, health, country and/or other recreational club
membership. In addition, or in lieu of the Company policy for executives with
respect to annual physical examinations, during each Year of Service, the
Executive shall be reimbursed up to $1000 for an annual physical examination
conducted by a physician designated by the Executive.

      3.6   INDEMNIFICATION AND INSURANCE.

            3.6.1    D&O INSURANCE. During the entirety of the Employment Term,
      the Company shall cause the Executive to be covered by and named as an
      insured or as a member of a class of insured under any policy or contract
      of insurance obtained by it to insure its directors and officers against
      personal liability for acts or omissions in connection with service as an
      officer or director of the Company or service in other capacities at its
      request ("D&O Insurance Coverage"). The D&O Insurance Coverage provided to
      the Executive pursuant to this Section 3.6.1 shall be of the same scope
      and on the same terms and conditions as the coverage (if any) provided to
      other officers or directors of the Company and shall continue for so long
      as the Executive shall be subject to personal liability relating to such
      service.

            3.6.2    EPLI INSURANCE. During the entirety of the Employment Term,
      the Company shall cause the Executive to be covered by and named as an
      insured or as a member of a class of insured under any policy or contract
      of insurance obtained by it to insure its directors and officers against
      personal liability for acts or omissions in connection with service as a
      director or officer of the Company, where such personal liability could
      arise under or in connection with, or be attributable to, the Company's
      employment practices and procedures "EPLI Insurance Coverage"). The EPLI
      Insurance Coverage provided to the Executive pursuant to this Section
      3.6.2 shall be of the same scope and on the same terms and conditions as
      the coverage (if any) provided to other officers or directors of the
      Company and shall continue for so long as the Executive shall be subject
      to personal liability relating to such service.

            3.6.3    INDEMNIFICATION. To the maximum extent permitted under
      applicable law, and provided that the Executive has acted within the scope
      of his authority hereunder, the

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      Company shall indemnify the Executive against and hold him harmless from
      any costs, liabilities, losses and exposures (each, a "Cost," and
      collectively, "Costs") to the fullest extent and on the most favorable
      terms and conditions that similar indemnification is offered to any
      director or officer of the Company or any subsidiary or Affiliate thereof
      and shall survive the termination of this Agreement and continue for so
      long as the Executive shall be subject to personal liability relating to
      such service; provided, however, that the Company shall not indemnify and
      hold harmless the Executive from a Cost to the extent that such Cost is
      attributable to the Executive's (i) willful misconduct or gross negligence
      in the performance of his duties or exercise of his authority hereunder or
      (ii) material breach of any of the provisions of this Agreement.

      3.7   EXPENSES. The Company shall pay or reimburse the Executive for
reasonable business expenses actually incurred or paid by the Executive during
the Employment Term, in the performance of his services hereunder; provided,
however, that such expenses are consistent with the Company's policy. Such
payment or reimbursement is expressly conditioned upon presentation of expense
statements or vouchers or other supporting documentation by the Executive in a
manner that is acceptable to the Company and otherwise in accordance with the
Company's policy then in effect.

      3.8   DEDUCTIONS. The Company shall deduct from all compensation or
benefits payable pursuant to this Agreement such payroll, withholding and other
taxes and medical, pension and other benefits in accordance with the Company's
benefit programs and the Executive's selections and as may in the reasonable
opinion of the Company be required by law and any such additional amounts
requested in writing by the Executive.

                                    ARTICLE 4

                                   TERMINATION

      4.1   GENERAL. The Company shall have the right to terminate the
employment of the Executive at any time with or without Cause and the Executive
shall be paid the Standard Termination Entitlements (as defined in Section
4.3.1).

      4.2   TERMINATION UNDER CERTAIN CIRCUMSTANCES.

            4.2.1    TERMINATION WITHOUT SEVERANCE BENEFITS. In the event the
      Executive's employment with the Company is terminated prior to the
      expiration of the Employment Term by reason of (i) the Executive's
      resignation without Good Reason, (ii) the Executive's death or (iii) the
      Executive's discharge by the Company for Cause prior to the occurrence of
      a Change in Control, this Agreement shall terminate including, without
      limitation, the Company's obligations to provide any compensation,
      benefits or severance to the Executive under Article 3 of this Agreement
      or otherwise, other than the Standard Termination Entitlements (as defined
      in section 4.3.1).

            4.2.2    DISABILITY. The Company may terminate the Executive's
      employment upon the Executive's Disability. In such event, in addition to
      the Standard Termination

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      Entitlements (as defined in section 4.3.1), the Company shall continue to
      pay the Executive his Base Salary in accordance with the Company's normal
      payroll practices, at the annual rate in effect for him immediately prior
      to the termination of his employment, during a period ending on the
      earliest of: (a) the date on which long-term disability insurance benefits
      are first payable to him under any long-term disability insurance plan
      covering employees of the Company; and (b) the date of his death. A
      termination of employment due to Disability under this Section 4.2.2 shall
      be effected by notice of termination given to the Executive by the Company
      and shall take effect on the later of the effective date of termination
      specified in such notice or the date on which the notice of termination is
      deemed given to the Executive.

            4.2.3    TERMINATION WITH SEVERANCE BENEFITS. In the event that the
      Executive's employment with the Company is terminated by the Executive
      prior to the expiration of the Employment Term for Good Reason or by the
      Company prior to the expiration of the Employment Term other than for
      Cause or Disability, the Company shall pay the Standard Termination
      Entitlements (as defined in section 4.3.1) and the Severance Benefits (as
      defined in section 4.3.2); provided, however, that any payment required by
      this section 4.2.3 is expressly conditioned upon:

                     4.2.3.1  The Executive's continued material compliance with
                              the terms of this Agreement, including, without
                              limitation, Article 5; and

                     4.2.3.2  The Executive's resignation from any and all
                              positions which he holds as an officer, director
                              or committee member with respect to the Company or
                              any Affiliate thereof.

      4.3   Standard Termination Entitlements; Severance Benefits.

            4.3.1    STANDARD TERMINATION ENTITLEMENTS. For all purposes of this
      Agreement, the Executive's "Standard Termination Entitlements" shall mean
      and include:

                     4.3.1.1  the Executive's earned but unpaid compensation
                              (including, without limitation, Base Salary, and
                              all other items which constitute wages under
                              applicable law, interpreting the term "wages" in
                              the broadest possible sense) as of the date of his
                              termination of employment. This payment shall be
                              made at the time and in the manner prescribed by
                              law applicable to the payment of wages including,
                              specifically, payment for accrued, but unused
                              vacation days;

                     4.3.1.2  reimbursement for reasonable business expenses and
                              authorized travel expenses incurred but still
                              outstanding; and

                     4.3.1.3  the benefits, if any, due to the Executive, and
                              the Executive's estate, surviving dependents or
                              his designated beneficiaries under the employee
                              benefit plans and programs and compensation plans
                              and programs maintained for the benefit of, or
                              covering, the officers, executives and employees
                              of the

                                       11



                              Company, including, but not limited to, all plans
                              or arrangements listed on SCHEDULE A, the Equity
                              Incentive Plan and the Management Incentive Plan.
                              The time and manner of payment or other delivery
                              of these benefits and the recipients of such
                              benefits shall be determined according to the
                              terms and conditions of the applicable plans and
                              programs.

            4.3.2    SEVERANCE BENEFITS. For all purposes of this Agreement, the
      Executive's "Severance Benefits" shall mean the benefits set forth in
      Exhibit H. If the Summit Global Logistics, Inc. Severance Benefit Plan, as
      set forth in Exhibit H, is terminated for any reason whatsover, whether by
      the Company or any other Person, the Executive shall be paid severance
      benefits identical to those set forth in Appendix A of such Plan,
      notwithstanding the termination of such Plan.

                                    ARTICLE 5

                              RESTRICTIVE COVENANTS

      5.1   PROPRIETARY INFORMATION.

            5.1.1    DISCLOSURE DURING THE EMPLOYMENT TERM. Subject to Section
      5.5 hereof, the Executive shall promptly disclose to the Company in such
      form and manner as the Company may reasonably require (a) all operations,
      systems, services, methods, developments, inventions, improvements and
      other information or data pertaining to the business or activities of the
      Company and its Affiliates as are conceived, originated, discovered or
      developed by the Executive during the Employment Term and (b) such
      information and data pertaining to the business, operations, personnel,
      activities, financial affairs, and other information relating to the
      Company and its Affiliates and their respective customers, suppliers,
      employees and other persons having business dealings with the Company and
      its Affiliates as may be reasonably required for the Company to operate
      its business. It is understood that such information is proprietary in
      nature and shall (as between the Company and Executive) be for the
      exclusive use and benefit of the Company and shall be and remain the
      property of the Company both during the Employment Term and thereafter.

            5.1.2    DISCLOSURE AFTER EMPLOYMENT. In the event that the
      Executive leaves the employ of the Company for any reason, including,
      without limitation, the expiration of the Employment Term, the Executive
      shall deliver to the Company any and all devices (including any lap top,
      personal hand-held devices or mobile telephone), records, data, notes,
      reports, proposals, lists, correspondence, specifications, drawings,
      blueprints, sketches, materials, equipment, other documents or property
      belonging to the Company or any Affiliate thereof or any of their
      respective successors or assigns.

      5.2   NON-COMPETITION. During the Employment Term and for twelve months
after the date employment with the Company has ended, the Executive agrees, and
shall cause each Person Controlled by him to agree, that he shall not, directly
or indirectly, or through any Person Controlled by the Executive: (a) engage in
any logistic activities competitive with the business of the Company and its
Affiliates for his or their own account or for the account of any other

                                       12



Person, or (b) become interested in any Person engaged in logistic activities
competitive with the business of the Company and its Affiliates as a partner,
shareholder, member, principal, agent, employee, trustee, consultant or in any
other relationship or capacity.

      5.3   NON-SOLICITATION. During the Employment Term and for a period of
twelve months after the date employment with the Company has ended, the
Executive will not, directly or indirectly, use proprietary knowledge or
information relating to the Company or its Affiliates obtained during the course
of the Executive's employment with the Company for his own benefit or the
benefit of any third party with the intention to, or which a reasonable person
would construe to, (a) interfere with or disrupt any present relationship,
contractual or otherwise, between the Company or its Affiliates and any
customer, supplier, employee, consultant or other person having business
dealings with the Company or its Affiliates, or (b) employ or solicit the
employment or engagement by others of any employee or consultant of the Company
or its Affiliates who was such an employee or consultant at the time of
termination of the Executive's employment hereunder. Upon leaving the employment
of the Company, the Executive shall notify his new employer of his obligations
under this Agreement and grants consent to notification by the Company to the
Executive's new employer concerning Executive's rights and obligations under
this Agreement.

      5.4   NON-DISCLOSURE. Except with the prior written consent of the Company
in each instance or as may be reasonably necessary to perform the Executive's
services hereunder, the Executive shall not disclose, use, publish, or in any
other manner reveal, directly or indirectly, at any time during or after the
Employment Term, any Confidential Information relating to the Company or any
Affiliate thereof acquired by him prior to, during the course of, or incident
to, his employment hereunder; provided, however, that necessary or appropriate
disclosures may be made to the Executive's legal counsel.

      5.5   OWNERSHIP OF INTELLECTUAL PROPERTY. Subject to applicable law, the
Executive acknowledges and agrees that all work performed, and all ideas,
concepts, materials, products, software; documentation, designs, architectures,
specifications, flow charts, test data, programmer's notes, deliverables,
improvements, discoveries, methods, processes, or inventions, trade secrets or
other subject matter related to the Company's business (collectively,
"Materials") conceived, developed or prepared by the Executive alone, or with
others, during the period of Executive's employment by the Company in written,
oral, electronic, photographic, optical or any other form are the property of
the Company and its successors or assigns, and all rights, title and interest
therein shall vest in the Company and its successors or assigns, and all
Materials shall be deemed to be works made for hire and made in the course of
the Executive's employment by the Company. To the extent that title to any
Materials has not or may not, by operation of law, vest in the Company and its
successors or assigns, or such Materials may not be considered works made for
hire. Notwithstanding the foregoing, the parties acknowledge and understand that
Executive may previously have developed and may continue to develop certain
ideas, concepts and designs which are unrelated to the business of the Company
and may continue to do so provided that such activities do not interfere with
his duties under this Agreement.

      5.6   REASONABLE LIMITATIONS. Executive acknowledges that given the nature
of the Company's business, the covenants contained in this Article 5 contain
reasonable limitations as to time, geographical area and scope of activity to be

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