Form 10-K
 Exhibit
10.67
 
 
 
 
 
 
 
 
 
 
 The
Tropical Companies
 U.S./Satellites/Vessels
Incentive Compensation Plan
 
 
 
 
 SUMMARY
PLAN DOCUMENT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Revised
May 1, 2007
   This
is a confidential document.  Distribution is restricted to Company
Officers, Directors, and Participants only.
 
 The
Tropical Companies
 U.S./Satellites/Vessels
Incentive Compensation Plan
 SUMMARY
PLAN DOCUMENT
 
 
 I.
              PLAN
      OBJECTIVE
 
 The
Tropical Companies U.S./Satellites/Vessels Compensation Incentive Plan, also
referred to, as the "plan" is open to all employees of Tropical Shipping
including satellite locations, Canada and all Tropical Shipping vessel
personnel.  This plan excludes any employees eligible to participate
in the Sales Incentive Plan or the Port Incentive Plan.
 
 The
objective of the plan is to encourage and reward employees for efforts that
result in increased Company Operating Income and achievement of specified unit
goals and achievement of corporate key objectives.
 
 
 II.
              HISTORY
      OF PLAN
 
 The
Tropical Companies have offered incentive plans to management since 1986 and to
a select portion of the employee population since 1988.  This plan
contains multiple levels of participation, and was developed from several
previous plans, namely:  The Tropical Companies Incentive Compensation
Plan, last revised in 1998, and The Tropical Companies Annual Incentive
Compensation Plan, last revised in 1998.
 
 
 III.
              PLAN
      DESCRIPTION
 
 The plan
design consists of the following categories of performance
criteria:  “Company Operating Income”, “On-Time Vessel Arrival”,
“Documentation Accuracy”, “Port Direct Profit”, “Trade Operating Income” and
“Seven Seas Total Operating Profit”.   These performance criteria
are further defined on page 3 of this document.
 
 The plan
is divided into six different levels of participation, based upon salary grade
level within the organization.  A Bonus Target is assigned to each
level of participation.  The Bonus Target represents an estimated
percentage of salary of which an employee is eligible to earn under the
plan.  Each level’s bonus target is then weighted between the
performance criteria of the company performance, on-time vessel arrival”,
“documentation accuracy”, “port direct profit”, “trade operating income” and
“seven seas operating income”.
 
 
 
  1
  
 
 Un-graded
positions may participate in Levels 1-5 at the discretion of the President, but
will otherwise participate in Level 6.  Any position that qualifies
for participation in Level 1-6 of this plan, but that is participating in
another Incentive Plan is specifically excluded from this plan.
 
 
 PARTICIPATION
 
 Employees
of Tropical Shipping, Canada, and Vessels are eligible to participate in this
incentive plan, at a defined participation level.
 
 New hires
and transfers are eligible to participate in the plan provided that the hire or
transfer occurs prior to October 1 of the plan year.  Employees hired
or transferred on or after October 1 will be eligible to participate in the
following year.
 
 Employees
participating in any Tropical incentive plan, at any level, who transfers to a
qualifying position in this plan with a different target award, will have their
year end results pro-rated between the plans, in accordance with the length of
time they participated in each respective plan.
 
 PERFORMANCE
CRITERIA
 
 The
plan design consists of these performance criteria:
 
  Company
      Operating Income
              Company
      Operating Income is developed through the budgeting process, and the index
      is defined and approved by the Officer Compensation Committee of the Board
      of Directors.On-time
      Vessel Arrival
              This
      measures on-time vessel arrival for all vessels based on the proforma
      schedule with established tolerances by each destination.  The
      tolerance ranges from 1 to 4 hours.
 
 
 Documentation
      Accuracy
              This
      measures the accuracy of Tropical's Bills of Lading, invoices and manifest
      for all Northbound, Southbound and Inter-island shipments documented in
      T-Link, plus manual information from Thompson Line.  Percentage
      of accuracy is based on errors in issued BOL, invoices and adds to
      manifest divided by the number of jobs.Port
      Direct Profit
              This
      measure reflects total revenues less all operating expenses and total
      allocated depreciation expenses for a specific Port.Trade
      Operating Income
              This
      measure reflects total revenues less all operating expenses and all
      depreciation expenses for a specific Trade.Canada
      DOM
              Direct
      Operating Margin for Canada Trade.Seven
      Seas Operating Income
              This
      measure reflects total revenues less all operating expenses for Seven
      Seas.
 
 At the
beginning of each plan year, as a result of the Company’s budgeting process, a
threshold, target, and maximum level of performance is established for each
performance criteria.  Measurement indexes are prepared for each
designated objective, which are determined as part of the management strategic
planning process.
 
 Based on
actual year-end results, these indexes will provide a scaled bonus award as a
percentage of the target award for each performance criteria.  The
"Company Operating Income" will be the same for all participating plan levels
and will be approved by the Officer Compensation Committee of the Board of
Directors.  Monthly results of all incentive objectives will be posted
electronically throughout the company to communicate year to date performance to
the employees.
 
 
 IV.
              RULES
      FOR PAYMENT OF FINAL AWARDS
 
 §
              Performance
      Criteria will be established at the beginning of each calendar
      year.  Each performance criteria will have an index, against
      which the results of the objective are measured.  Each index
      will have a threshold, target and maximum award
  amount.
 
 §
              No
      awards are paid for any performance that falls below the threshold
      performance level or above the maximum performance
      level.  Further, no prorating shall occur between each
      incremental step within the index.  A result that lies between
      two increments, shall be considered to have been achieved at the lower
      increment.
 
 §
              Additionally, no
      awards will be paid when the " Company Operating Income" results fall
      below 70% of the budgeted " Company Operating
    Income".
 
 1
 §
              Final
      Incentive calculations must be reviewed on the Human Resources Information
      System by the appropriate manager and participant and changes communicated
      to Human Resources by the deadline specified each
  year.
 
 
 V.
              ADMINISTRATION
 
 Administration
of the plan is the responsibility of the Officer Compensation Committee, which
is appointed by the Board of Directors.  The plan is administered
electronically through the Variable Compensation Module in
PeopleSoft.
 
 At the
beginning of each plan year (calendar year) the overall plan design, the
"Company Operating Income" and the “Cost Management Indexes”, for all Level 1
participants will be reviewed and approved by the Officer Compensation
Committee.  After these initial approvals are received, the
Compensation & Benefits Manager will be responsible for preparing and
communicating the various incentive levels and targets to participating
employees and managers.
 
 At the
end of the plan year, final results are approved by the Officer Compensation
Committee.  Human Resources will perform systematic calculation of
final incentive awards and provide results for manager review in accordance with
the dates set forth in the Annual Planning Schedule.  Employees must
remain actively employed up to the date the award payments are issued by the
company to maintain eligibility.  Awards to employees who separate
from employment prior to this time may only be made at the discretion of the
President.
 
 Calculation
of payments is based on MIP Adjusted Gross, which is defined as base wages paid
during the plan year, and excluding incentives, allowances or stock
options.  For all plan levels, outstanding merit or promotional
increases not submitted and applied by December 31, will not be taken into
consideration when calculating award payments.
 
 Record
keeping for the plan involves the recording of accruals, verification of final
awards, and processing of award payment disbursements.  This is the
responsibility of the Human Resources Director and the Compensation &
Benefits Manager.
 
 All
expenses of the plan, including incentive award payments, are paid from the
general assets of Tropical Shipping or its subsidiaries.
 
 Interpretation
of this plan is at the discretion of the President.  Changes to the
plan will be made with the approval of the Officer Compensation
Committee.  Termination of this plan may occur at any time, with the
approval of the Officer Compensation Committee.
  2