exv10w7






Exhibit 10.7




EXECUTION COPY




EMPLOYMENT AGREEMENT




          This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this
24th day of July 2008, by and between United Maritime Group, LLC (the
“Company”), Walter T. Bromfield (the “Employee”) and, solely for
purposes of Section 4(d) hereof, Parent (as defined in Section 1(s) hereof).




WITNESSETH:




          WHEREAS, the Company desires to employ Employee and to enter into this Agreement embodying the
terms of such employment, and Employee desires to enter into this Agreement and to accept such
employment, subject to the terms and provisions of this Agreement.




          NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the Company and Employee hereby agree as follows:




          Section 1. Definitions.




          (a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary
through the date of termination of Employee’s employment, (ii) any unpaid or unreimbursed
expenses incurred in accordance with Section 7 below, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, including payment in
lieu of any accrued but unused vacation time, in accordance with the terms contained therein.




          (b) “Annual Bonus” shall have the meaning set forth in Section 4(b) below.




          (c) “Base Salary” shall mean the salary provided for in Section 4(a) below or
any increased salary granted to Employee pursuant to Section 4(a).




          (d) “Board” shall mean the Board of Directors of the Parent.




          (e) “Cause” shall mean (i) Employee’s act(s) of gross negligence or willful
misconduct in the course of Employee’s employment hereunder that is or could reasonably be
expected to be materially injurious to the Company or any other member of the Company Group,
(ii) willful failure or refusal by Employee to perform in any material respect his duties or
responsibilities, not measured by economic performance, (iii) misappropriation by Employee of
any assets or business opportunities of the Company or any other member of the Company
Group, (iv) embezzlement or fraud committed by Employee, or at his direction, (v) Employee’s
conviction of, indictment for, or pleading “guilty” or “no contest” to, (x) a felony or (y)
any other
criminal charge that has, or could be reasonably expected to have, an adverse impact on the
performance of Employee’s duties to the Company or any other member of the Company Group
or otherwise result in material injury to the reputation or business of the Company or any
other
member of the Company Group, (vi) any material violation of the policies of the Company,
including, but not limited to those relating to sexual harassment, business conduct or
otherwise




 









 







set forth in the manuals or statements of policy of the Company, or (vii) Employee’s material
breach of Section 3(b) hereof or a breach of any of the restrictive covenants contained in Section
9 hereof.




          (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (g) “Commencement Date” shall mean the date Employee commences
employment with the Company, which shall be mutually agreed by the parties hereto and be in
no event later than August 4, 2008.




          (h) “Company” shall have the meaning set forth in the preamble hereto.




          (i) “Company Group” shall mean the Parent together with any direct or
indirect subsidiary of the Parent.




          (j) “Compensation Committee” shall mean the committee of the Board designated
to make compensation decisions relating to senior executive officers of the Company Group. Prior to
any time that such a committee has been designated, the Board shall be deemed the Compensation
Committee for purposes of this Agreement.




          (k) “Competitive Activities” shall mean any business activities in which the
Company or any other member of the Company Group engages (or has committed plans to engage) during
the Term of Employment.




          (l) “Confidential Information” shall mean confidential or proprietary trade
secrets, client lists, client identities and information, information regarding service providers,
investment methodologies, marketing data or plans, sales plans, management organization
information, operating policies or manuals, business plans or operations or techniques, financial
records or data, or other financial, commercial, business or technical information (i) relating to
the Company or any other member of the Company Group, or (ii) that the Company or any other member
of the Company Group may receive belonging to suppliers, customers or others who do business with
the Company or any other member of the Company Group, but shall exclude any information that is in
the public domain or hereafter enters the public domain, in each case without the breach by
Employee of Section 9(a) below.




          (m) “Developments” shall have the meaning set forth in Section 9(e)
below.




          (n) “Disability” shall mean any physical or mental disability or infirmity that
prevents the performance of Employee’s duties for a period of (i) ninety (90) consecutive days or
(ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any
question as to the existence, extent or potentiality of Employee’s Disability upon which Employee
and the Company cannot agree shall be determined by a qualified, independent physician selected by
the Company and approved by Employee (which approval shall not be unreasonably withheld). The
determination of any such physician shall be final and conclusive for all purposes of this
Agreement.




          (o) “Employee” shall have the meaning set forth in the preamble
hereto.








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          (p) “Good Reason” shall mean, without Employee’s consent, (i) a material
diminution in Employee’s title, duties or responsibilities, (ii) the relocation of Employee’s
principal place of employment (as set forth in Section 3(c) hereof) more than fifty (50) miles from
its current location, or (iii) the failure of the Company to pay any compensation owing to the
Employee pursuant to Section 4 when such compensation is due. Notwithstanding the foregoing, during
the Term of Employment, in the event that the Board reasonably believes that Employee may have
engaged in conduct that could constitute Cause hereunder, the Board may, in its sole and absolute
discretion, suspend Employee from performing his duties hereunder, and any such suspension shall in
no event constitute an event pursuant to which Employee may terminate employment with Good Reason;
provided, that no such suspension shall alter the Company’s obligations under this Agreement during
such period of suspension. Any such suspension shall end after thirty (30) days except with the
written consent of the Employee, which may be renewed from time to time.




          (q) “Interfering Activities” shall mean (i) encouraging, soliciting, or
inducing, or in any manner attempting to encourage, solicit, or induce, any individual employed by,
or individual or entity providing consulting services to, the Company or any other member of the
Company Group to terminate such employment or consulting services; provided, that the foregoing
shall not be violated by general advertising not targeted at employees or consultants of the
Company or any other member of the Company Group; (ii) hiring any individual who was employed by
the Company or any other member of the Company Group within the six (6) month period prior to the
date of such hiring; or (iii) encouraging, soliciting or inducing, or in any manner attempting to
encourage, solicit or induce any customer, supplier, licensee or other business relation of the
Company or any other member of the Company Group to cease doing business with or materially reduce
the amount of business conducted with the Company or any other member of the Company Group, or in
any way interfere with the relationship between any such customer, supplier, licensee or business
relation and the Company or any other member of the Company Group.




          (r) “LLC Agreement” shall mean the Parent’s Limited Liability Company Agreement,
dated as of December 4, 2007, as amended, amended and restated, modified or supplemented from time
to time.




          (s) “Parent” shall mean GS Maritime Holding LLC, a Delaware limited
liability company and ultimate parent of the Company.




          (t) “Person” shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust (charitable or
non-charitable), unincorporated organization or other form of business entity.




          (u) “Release Expiration Date” shall mean the date which is twenty-one (21) days
following the Employee’s termination of employment, or, in the event that such termination of
employment is “in connection with an exit incentive or other employment termination program” (as
such phrase is defined in the Age Discrimination in Employment Act of 1967), the date which is
forty-five (45) days following the Employee’s termination of employment.








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          (v) “Restricted Area” shall mean any State of the United States of America or
any other jurisdiction in which the Company or any other member of the Company Group engages (or
has committed plans to engage) in business during the Term of Employment.




          (w) “Restricted Period” shall mean the period commencing on the date hereof and
extending to the two (2) year anniversary of Employee’s termination of employment for any reason.




          (x) “Severance Term” shall mean the two (2) year period following
Employee’s termination by the Company without Cause (other than by reason of death or
Disability), by Employee for Good Reason, or following the expiration of the Term of
Employment.




          (y) “Term of Employment” shall mean the period specified in Section 2
below.




          Section 2. Acceptance and Term of Employment.




          The Company agrees to employ Employee and Employee agrees to serve the Company on the terms
and conditions set forth herein. The Term of Employment shall commence on the Commencement Date and
shall continue until the five (5) year anniversary of the Commencement Date, unless terminated
earlier as provided in Section 8 hereof.




          Section 3. Position, Duties and Responsibilities; Place of Performance.




          (a) During the Term of Employment, Employee shall be employed and serve
as the Chief Financial Officer and Senior Vice President of the Company (together with such
other position or positions consistent with Employee’s title as the Board shall specify from
time
to time) and shall have such duties typically associated with such title. Employee also agrees
to
serve as an officer and/or director of any parent or subsidiary of the Company, in each case
without additional compensation.




          (b) Employee shall devote his full business time, attention, and skill to the
performance of his duties under this Agreement and shall not engage in any other business or
occupation during the Term of Employment, including, without limitation, any activity that
(x) conflicts with the interests of the Company or any other member of the Company Group,
(y) interferes with the proper and efficient performance of his duties for the Company, or
(z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding
the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written
consent of the Board, as a member of the board of directors or advisory board (or their equivalents
in the case of a non-corporate entity) of non-competing businesses and charitable organizations,
(ii) engaging in charitable activities and community affairs, and (iii) managing his personal
investments and affairs; provided, however, that Employee shall notify the Company in writing prior
to participating in any of the activities set out in clauses (i), (ii) and (iii) (or as of the date
hereof with respect to such activities in which Employee is already participating), and Employee’s
participation in such activities shall be limited by Employee so as not to materially interfere,
individually or in the aggregate, with the performance of his duties and responsibilities
hereunder. In the event the Company believes such activities are interfering with his duties and






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responsibilities and provided Employee has properly notified the Company of his participation
in such activities as provided above, the Company shall send Employee a written notice specifying
such activities, and Employee shall have thirty (30) days to limit such activities so as to comply
with the proviso in the preceding sentence.




          (c) Employee’s principal place of employment shall be in Tampa, Florida, although
Employee understands and agrees that he may be required to travel from time to time for business
reasons.




          Section 4. Compensation. During the Term of Employment, Employee shall be entitled to
the following compensation:




          (a) Base Salary. Employee shall be paid an annualized Base Salary, payable
in accordance with the regular payroll practices of the Company, of not less than $275,000.
Employee’s Base Salary shall be reviewed each year by the Board or the Compensation
Committee, which may increase (but not decrease) Employee’s Base Salary.




          (b) Annual Bonus. Employee shall be eligible for an annual incentive bonus
award determined by the Board in consultation with the Chief Executive Officer in respect of
each fiscal year during the Term of Employment (the “Annual Bonus”). The target Annual
Bonus range for each fiscal year shall be from 60% to 120% of Base Salary, with the actual
Annual Bonus payable being based upon the level of achievement of annual Company and
individual performance objectives for such fiscal year, as determined by the Board or the
Compensation Committee after meeting with the Chief Executive Officer and communicated to
Employee. The Annual Bonus shall be paid to Employee at the same time as annual bonuses are
generally payable to other senior executives of the Company.




          (c) Parachute Payment. In the event that any payment or benefit received or
to be received by Employee in connection with the termination of his employment (whether
pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the
Company or any person affiliated with the Company (collectively, the “Parachute
Payments”)
would not be deductible (in whole or in part) by the Company, an affiliate, or other person
making such payment or providing such benefit, as a result of Section 280G of the Code, at
Employee’s election, either (i) the Parachute Payments shall be reduced until no portion of
the
Parachute Payments is not deductible, (ii) Employee shall pay the excise tax payable pursuant
to
Section 4999 of the Code with respect to the “excess parachute payment” (as defined in
Section 280G of the Code), or (iii) Employee shall agree to waive all or a portion of the
Parachute Payments and allow the Company to request the approval of the waived payments by
its shareholders in accordance with Section 280G and the Treasury Regulations promulgated
thereunder.




          (d) Parent Equity.





          (i) As soon as practical following the Commencement Date, Employee shall be
offered the opportunity to purchase a number of Class A Units (as defined in the LLC
Agreement) with a value between $300,000 and $500,000. Such purchase shall be subject
to the execution of certain documentation delivered to



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Employee prior to the closing date of such purchase, including, without limitation, a
joinder or similar agreement causing Employee to become subject to the terms and
conditions of the LLC Agreement.




          (ii) As soon as practical following the Commencement Date,
Employee shall be granted 1,517 Profits Units (as defined in the LLC Agreement), which
shall be evidenced by, and subject to a Profit Unit Grant Agreement, substantially in the
form attached hereto as Exhibit A.



          Section 5. Employee Benefits.




          During the Term of Employment, Employee shall be entitled to participate in health, insurance,
retirement and other benefits provided to other senior executives of the Company, including
supplemental life insurance at 1.5 times Base Salary with an option to purchase additional
coverage. Employee shall also be entitled to the same number of holidays, sick days and other
benefits as are generally allowed to senior executives of the Company in accordance with the
Company’s policies as in effect from time to time, and shall be entitled to four (4) weeks paid
vacation per year, to be taken in accordance with the Company’s vacation policy as in effect from
time to time.




          Section 6. Key-Man Insurance.




          At any time during the Term of Employment, the Company shall have the right to insure the life
of Employee for the sole benefit of the Company, in such amounts, and with such terms, as it may
determine. All premiums payable thereon shall be the obligation of the Company. Employee shall have
no interest in any such policy, but agrees to cooperate with the Company in taking out such
insurance by submitting to physical examinations, supplying all information required by the
insurance company, and executing all necessary documents, provided that no financial obligation is
imposed on Employee by any such documents.




          Section 7. Reimbursement of Business Expenses.




          Employee is authorized to incur reasonable business expenses in carrying out his duties and
responsibilities under this Agreement and the Company shall promptly reimburse him for all such
reasonable business expenses incurred in connection with carrying out the business of the Company,
subject to documentation in accordance with the Company’s policy, as in effect from time to time.




          Section 8. Termination of Employment.




          (a) General. The Term of Employment shall terminate earlier than as provided in
Section 2 above upon the earliest to occur of (i) Employee’s death, (ii) a termination by reason of
a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by
Employee with or without Good Reason. Upon any termination of Employee’s employment for any reason,
except as may otherwise be requested by the Company in writing and agreed upon in writing by
Employee, Employee shall resign from any and all directorships, committee memberships or any other
positions Employee holds with the Company or any other member of the Company Group. Notwithstanding
anything herein to the contrary, the payment








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(or commencement of a series of payments) hereunder of any nonqualified deferred compensation
(within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed
until such time as Employee has also undergone a “separation from service” as defined in Treas.
Reg. 1.409A-l(h), at which time such nonqualified deferred compensation (calculated as of the date
of Employee’s termination of employment hereunder) shall be paid (or commence to be paid) to
Employee on the schedule set forth in this Section 8 as if Employee had undergone such termination
of employment (under the same circumstances) on the date of his ultimate “separation from service.”




          (b) Termination due to Death or Disability. Employee’s employment shall
terminate automatically upon his death. The Company may terminate Employee’s employment
immediately upon the occurrence of a Disability, such termination to be effective upon
Employee’s receipt of written notice of such termination. In the event Employee’s employment
is terminated due to his death or Disability, Employee or his estate or his beneficiaries, as
the
case may be, shall be entitled to:





          (i) The Accrued Obligations; and




          (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has
ended prior to the date of such termination, which amount shall be paid at such time annual
bonuses are paid to other senior executives of the Company, but in no event later than one
day prior to the date that is 21/2
months following of the last day of fiscal year in
which such termination occurred.


Following such termination of Employee’s employment by the reason of death or Disability,
except as set forth in this Section 8(b), Employee shall have no further rights to any
compensation or any other benefits under this Agreement.




          (c) Termination by the Company for Cause. The Company may terminate
Employee’s employment at any time for Cause, effective upon Employee’s receipt of written
notice of such termination. In the event the Company terminates Employee’s employment for
Cause, he shall be entitled only to the Accrued Obligations. Following such termination of
Employee’s employment for Cause, except as set forth in this Section 8(c), Employee shall have
no further rights to any compensation or any other benefits under this Agreement.




          (d) Termination by the Company without Cause. The Company may
terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of
written notice of such termination. In the event Employee’s employment is terminated by the Company
without Cause (other than due to death or Disability), Employee shall be entitled to:





          (i) The Accrued Obligations;




          (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has
ended prior to the date of such termination, which amount shall be paid at such time annual
bonuses are paid to other senior executives of the Company, but in no event later than one
day prior to the date that is 21/2 months following of the last day of fiscal year in which
such termination occurred;



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          (iii) Annual Bonus for the fiscal year of termination, to the extent applicable
performance conditions are achieved for such fiscal year, such amount to be paid in a lump
sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section
4(b) above had such termination not occurred, but in no event later than one day prior to
the date that is 21/2 months following of the last day of fiscal year in which such
termination occurred;




          (iv) Continuation of payment of Base Salary during the Severance Term, payable in
accordance with the Company’s regular payroll practices, it being agreed that each
installment of Base Salary payable hereunder shall be deemed to be a separate payment for
purposes of Section 409 A of the Code; and




          (v) Continuation, during the Severance Term, of the medical benefits provided to
Employee and his covered dependants under the Company’s health plans in effect as of the
date of such termination, it being understood and agreed that (A) Employee shall be required
to pay that portion of the cost of such medical benefits as Employee was required to pay
(including through customary deductions from Employee’s paycheck) as of the date of
Employee’s termination of employment with the Company, and (B) notwithstanding the
foregoing, the Company’s obligation to provide such continuation of benefits shall terminate
prior to the expiration of the Severance Term in the event that Employee becomes eligible to
receive any such or similar benefits while employed by or providing service to, in any
capacity, any other business or entity during the Severance Term; provided, however, that to
the extent that the applicable Company health plan is self-insured and the right to
reimbursement of medical expenses constitutes nonqualified deferred compensation (within the
meaning of Section 409A of the Code), such expense reimbursement shall be made by the
Company no later than the last day of the taxable year following the taxable year in which
such expense was incurred by Employee.


Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described
in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have
no further obligations to Employee with respect thereto, in the event that Employee breaches any
provision of Section 9 hereof. Following such termination of Employee’s employment by the Company
without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to
any compensation or any other benefits under this Agreement.




          (e) Termination by Employee with Good Reason. Employee may terminate his
employment with Good Reason by providing the Company ten (10) days’ written notice setting forth in
reasonable specificity the event that constitutes Good Reason, which written notice, to be
effective, must be provided to the Company within sixty (60) days of the occurrence of such event.
During such ten (10) day notice period, the Company shall have a cure right (if curable), and if
not cured within such period, Employee’s termination will be effective upon the expiration of such
cure period, and Employee shall be entitled to the same payments and benefits as provided in
Section 8(d) above for a termination by the Company without Cause, subject to the same conditions
on payment and benefits as described in Section 8(d) above. Following such termination of
Employee’s employment by Employee with Good Reason, except as set forth in








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this Section 8(e), Employee shall have no further rights to any compensation or any other
benefits under this Agreement.




          (f) Termination by Employee without Good Reason. Employee may
terminate his employment without Good Reason by providing the Company thirty (30) days’
written notice of such termination. In the event of a termination of employment by Employee
under this Section 8(f), Employee shall be entitled only to the Accrued Obligations. In the
event
of termination of Employee’s employment under this Section 8(f), the Company may, in its sole
and absolute discretion, by written notice accelerate such date of termination and still have
it
treated as a termination without Good Reason. Following such termination of Employee’s
employment by Employee without Good Reason, except as set forth in this Section 8(f),
Employee shall have no further rights to any compensation or any other benefits under this
Agreement.




          (g) Expiration of the Term of Employment. To the extent Employee’s
employment has not terminated earlier as set forth in Section 8(a) hereof, Employee’s
employment shall terminate upon the expiration of the Term of Employment. Upon termination
of Employee’s employment due to the expiration of the Term of Employment, the Employee
shall be entitled to:





          (i) The Accrued Obligations;




          (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has
ended prior to the date of expiration of the Term of Employment, which amount shall be paid
at such time annual bonuses are paid to other senior executives of the Company, but in no
event later than one day prior to the date that is 21/2 months following of the last day of
fiscal year in which such termination occurred;




          (iii) Annual Bonus for the fiscal year of termination, to the extent applicable
performance conditions are achieved for such fiscal year, such amount to be paid in a lump
sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section
4(b) above had such termination not occurred, but in no event later than one day prior to
the date that is 2l/2 months following of the last day of fiscal year
in which such termination occurred;




          (iv) Continuation of payment of Base Salary during the Severance Term, payable in
accordance with the Company’s regular payroll practices, it being agreed that each
installment of Base Salary payable hereunder shall be deemed to be a separate payment for
purposes of Section 409A of the Code; and




          (v) Continuation, during the Severance Term, of the medical benefits provided to
Employee and his covered dependants under the Company’s health plans in effect as of the
date of such termination, it being understood and agreed that (A) Employee shall be required
to pay that portion of the cost of such medical benefits as Employee was required to pay
(including through customary deductions from Employee’s paycheck) as of the date of
Employee’s termination of employment with the Company, and (B) notwithstanding the
foregoing, the Company’s obligation to provide




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such continuation of benefits shall terminate prior to the expiration of the Severance
Term in the event that Employee becomes eligible to receive any such or similar benefits
while employed by or providing service to, in any capacity, any other business or entity
during the Severance Term; provided, however, that to the extent that the applicable Company
health plan is self-insured and the right to reimbursement of medical expenses constitutes
nonqualified deferred compensation (within the meaning of Section 409A of the Code), such
expense reimbursement shall be made by the Company no later than the last day of the taxable
year following the taxable year in which such expense was incurred by Employee.


Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described
in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have
no further obligations to Employee with respect thereto, in the event that Employee breaches any
provision of Section 9 hereof. Except as otherwise set forth below in this Section 8(g), Employee
shall have no further rights to any compensation or any other benefits under this Agreement.




          (h) Release. Notwithstanding any provision herein to the contrary, the Company
may require that, prior to payment of any amount or provision of any benefit pursuant to subsection
(d), (e), or (g) of this Section 8 (other than the Accrued Obligations), Employee shall have
executed, on or prior to the Release Expiration Date, a customary general release in favor of the
Company Group in such form as is reasonably required by the Company, that does not contain any
post-employment restrictions that are in addition to those contained in this Agreement, and any
waiting periods contained in such release shall have expired. Provided that the Company has
delivered such release to Employee promptly following termination, in the event that Employee fails
to execute such release on or prior to the Release Expiration Date, Employee shall not be entitled
to any payments or benefits pursuant to subsection (d), (e), or (g) of this Section 8 (other than
the Accrued Obligations).




          Section 9. Restrictive Covenants. Employee acknowledges and agrees that the agreements
and covenants contained in this Section 9 are (i) reasonable and valid in geographical and temporal
scope and in all other respects, and (ii) essential to protect the value of the business and assets
of the Company Group.




          (a) Confidential Information. At any time during and after the end of the
Term of Employment, without the prior written consent of the Board, except to the extent
required by an order of a court having jurisdiction or under subpoena from an appropriate
government agency, in which event, Employee shall use his best efforts to consult with the
Board prior to responding to any such order or subpoena, and except as required in the
performance of his duties hereunder, Employee shall not disclose to or use for the benefit of
any
third party any Confidential Information.




          (b) Non-Competition. Employee covenants and agrees that during the
Restricted Period, Employee shall not, directly or indirectly, individually or jointly, own
any
interest in, operate, join, control or participate as a partner, director, principal, officer,
or agent
of, enter into the employment of, act as a consultant to, or perform any services for any
Person
(other than the Company or any other member of the Company Group), that engages in any








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Competitive Activities within the Restricted Area. Notwithstanding anything herein to the contrary,
this Section 9(b) shall not prevent Employee from acquiring as an investment securities
representing not more than three percent (3%) of the outstanding voting securities of any
publicly-held corporation.




          (c) Non-Solicitation; Non-interference. During the Restricted Period,
Employee shall not, directly or indirectly, for his own account or for the account of any
other
Person, engage in Interfering Activities.




          (d) Return of Documents. In the event of the termination of Employee’s
employment for any reason, Employee shall deliver to the Company all of (i) the property of
the
Company and any other member of the Company Group and (ii) the documents and data of any
nature and in whatever medium of the Company and any other member of the Company Group,
and he shall not take with him any such property, documents or data or any reproduction
thereof,
or any documents containing or pertaining to any Confidential Information.




          (e) Works for Hire. Employee agrees that the Company shall own all right,
title and interest throughout the world in and to any and all inventions, original works of
authorship, developments, concepts, know-how, improvements or trade secrets, whether or not
patentable or registrable under copyright or similar laws, which Employee may solely or
jointly
conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to
practice during the Term of Employment, whether or not during regular working hours, provided
they either (i) relate at the time of conception or development to the actual or demonstrably
proposed business or research and development activities of any member of the Company
Group; (ii) result from or relate to any work performed for the Company or any member of the
Company Group; or (iii) are developed through the use of Confidential Information and/or
Company resources or in consultation with any personnel of the Company or any other member
of the Company Group (collectively referred to as “Developments”). Employee hereby
assigns
all right, title and interest in and to any and all of these Developments to the Company.
Employee agrees to assist the Company, at the Company’s expense, to further evidence, record
and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights
specified to be so owned or assigned. Employee hereby irrevocably designates and appoints the
Company and its agents as attorneys-in-fact to act for and on Employee’s behalf to execute and
file any document and to do all other lawfully permitted acts to further the purposes of the
foregoing with the same legal force and effect as if executed by Employee. In addition, and
not
in contravention of any of the foregoing, Employee acknowledges that all original works of
authorship which are made by him (solely or jointly with others) within the scope of
employment
and which are protectable by copyright are “works made for hire,” as that term is defined in
the
United States Copyright Act (17 U.S.C. Sec. 101). To the extent allowed by law, this includes
all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as “moral rights.” To the extent Employee retains any such moral
rights
under applicable law, Employee hereby waives such moral rights and consents to any action
consistent with the terms of this Agreement with respect to such moral rights, in each case,
to the
full extent of such applicable law. Employee will confirm any such waivers and consents from
time to time as requested by the Company.




-11-









 








          (f) Blue Pencil. If any court of competent jurisdiction shall at any time deem
the duration or the geographic scope of any of the provisions of this Section 9 unenforceable, the
other provisions of this Section 9 shall nevertheless stand and the duration and/or geographic
scope set forth herein shall be deemed to be the longest period and/or greatest size permissible by
law under the circumstances, and the parties hereto agree that such court shall reduce the time
period and/or geographic scope to permissible duration or size.




          Section 10. Injunctive Relief.




          Without limiting the remedies available to the Company, Employee acknowledges that a breach of
any of the covenants contained in Section 9 hereof may result in material irreparable injury to the
Company Group for which there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of such a breach or threat thereof, the
Company (or any other member of the Company Group) shall be entitled to obtain a temporary
restraining order and/or a preliminary or permanent injunction, without the necessity of proving
irreparable harm or injury as a result of such breach or threatened breach of Section 9 hereof,
restraining Employee from engaging in activities prohibited by Section 9 hereof or such other
relief as may be required specifically to enforce any of the covenants in Section 9 hereof.
Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during
any period of violation of any of the covenants in Section 9(b) or (c) hereof and during any other
period required for litigation during which the Company (or any other member of the Company Group)
seeks to enforce such covenants against Employee if it is ultimately determined that Employee was
in breach of such covenants.




          Section 11. Representations and Warranties of Employee.




          Employee represents and warrants to the Company that he is entering into this Agreement
voluntarily and that his employment hereunder and compliance with the terms and conditions hereof
will not conflict with or result in the breach by him of any agreement to which he is a party or by
which he may be bound.




          Section 12. Taxes.




          The Company may withhold from any payments made under this Agreement all applicable taxes,
including but not limited to income, employment and social insurance taxes, as shall be required by
law. Employee acknowledges and represents that the Company has not provided any tax advice to him
in connection with this Agreement and that he has been advised by the Company to seek tax advice
from his own tax advisors regarding this Agreement and payments that may be made to him pursuant to
this Agreement, including specifically, the application of the provisions of Section 409A of the
Code to such payments.




          Section 13. Mitigation.




          Employee shall not be required to mitigate the amount of any payment provided for pursuant to
this Agreement by seeking other employment or otherwise.








-12-









 








          Section 14. Delay in Payment.




          Notwithstanding any provision in this Agreement to the contrary, any payment otherwise
required to be made hereunder to the Employee at any date as a result of the termination of
Employee’s employment (other than any payment made in reliance upon Treas. Reg. Section
1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg.
Section 1.409A-1(b)(4) (Short-Term
Deferrals)) shall be delayed for such period of time as may be necessary to meet the
requirements of Section 409A(a)(2)(B)(i) of the Code. On the earliest date on which such
payments can be made without violating the requirements of Section 409A(a)(2)(B)(i) of the
Code, there shall be paid to the Employee, in a single cash lump sum, an amount equal to the
aggregate amount of all payments delayed pursuant to the preceding sentence. No payment due
under this Agreement shall be delayed or deferred to a date that would violate Section 409A of
the Code.




          Section 15. Successors and Assigns; No Third-Party Beneficiaries;
Indemnification.




          (a) The Company. This Agreement shall inure to the benefit of the Company
and its respective successors and assigns. Neither this Agreement nor any of the rights,
obligations or interests arising hereunder may be assigned by the Company without
Employee’s
prior written consent (which shall not be unreasonably withheld, delayed or conditioned),
to a
person or entity other than an affiliate or parent entity of the Company, or their
respective
successors or assigns; provided, however, that, in the event of the merger,
consolidation, transfer
or sale of all or substantially all of the assets of the Company with or to any other
individual or
entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure
to the
benefit of such successor and such successor shall discharge and perform all the
promises,
covenants, duties and obligations of the Company hereunder, it being agreed that in such
circumstances, the consent of Employee shall not be required in connection therewith.




          (b) Employee. Employee’s rights and obligations under this Agreement shall
not be transferable by Employee by assignment or otherwise, without the prior written
consent of
the Company; provided, however, that if Employee shall die, all amounts then payable to
Employee hereunder shall be paid in accordance with the terms of this Agreement to
Employee’s
devisee, legatee or other designee or, if there be no such designee, to Employee’s
estate.




          (c) No Third-Party Beneficiaries. Except as otherwise set forth in Section
8(b) or Section 15(b) hereof, nothing expressed or referred to in this Agreement will be
construed to give any person or entity other than the Company, the other members of the
Company Group and Employee any legal or equitable right, remedy or claim under or with
respect to this Agreement or any provision of this Agreement.




          (d) Indemnification. To the fullest extent permitted by law, the Company
shall indemnify Employee (including the advancement of expenses) for any judgments,
fines,
amounts paid in settlement, and reasonable expenses, including attorneys’ fees, incurred
by
Employee in connection with the defense of any lawsuit or other claim to which he is made
a
party by reason of being an officer or employee of the Company. During the Term of
Employment and for at least six (6) years thereafter, the Company shall make reasonable
best




          



-13-









 






efforts to maintain customary director and officer liability insurance covering Employee for
acts and omissions during the Term of Employment, which coverage shall include Severable Side A
and Difference in Conditions.




          Section 16. Waiver and Amendments.




          Any waiver, alteration, amendment or modification of any of the terms of this Agreement shall
be valid only if made in writing and signed by each of the parties hereto; provided, however, that
any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by
the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to
constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless
such waiver specifically states that it is to be construed as a continuing waiver.




          Section 17. Severability.




          If any covenants or such other provisions of this Agreement are found to be invalid or
unenforceable by a final determination of a court of competent jurisdiction: (a) the remaining
terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or
provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable term or provision
hereof.




          Section 18. Governing Law and Jurisdiction.




          This Agreement is governed by and is to be construed under the laws of the State of New York,
without regard to conflict of laws rules. Any dispute or claim arising out of or relating to this
Agreement or claim of breach hereof (other than claims for injunctive relief, which shall be
governed by Section 10 hereof) shall be brought exclusively in the Federal court in the State of
New York. By execution of the Agreement, the parties hereto, and their respective affiliates,
consent to the exclusive jurisdiction of such court, and waive any right to challenge jurisdiction
or venue in such court with regard to any suit, action, or proceeding under or in connection with
the Agreement. Each party to this Agreement also hereby waives any right to trial by jury in
connection with any suit, action or proceeding under or in connection with this Agreement.




          Section 19. Notices.




          (a) Every notice or other communication relating to this Agreement shall be in writing,
and shall be mailed to or delivered to the party for whom it is intended at such address as may
from time to time be designated by it in a notice mailed or delivered to the other party as herein
provided; provided that, unless and until some other address be so designated, all notices or
communications by Employee to the Company shall be mailed or delivered to the Company at its
principal executive office, and all notices or communications by the Company to Employee may be
given to Employee personally or may be mailed to Employee at Employee’s last known address, as
reflected in the Company’s records, with a copy to Employee’s counsel David Felman of Hill, Ward &
Henderson 101 E. Kennedy Blvd., Suite 3700, Tampa, FL 33602.




-14-









 







          (b) Any notice so addressed shall be deemed to be given: (i) if delivered by hand, on
the date of such delivery; (ii) if mailed by courier or by overnight mail, on the first business
day following the date of such mailing; or (iii) if mailed by registered or certified mail, on the
third business day after the date of such mailing.




          Section 20. Section Headings.




          The headings of the sections and subsections of this Agreement are inserted for convenience
only and shall not be deemed to constitute a part thereof, affect the meaning or interpretation of
this Agreement or of any term or provision hereof.




          Section 21. Entire Agreement.




          This Agreement, together with any exhibits attached hereto, and the Transaction Documents,
constitute the entire understanding and agreement of the parties hereto regarding the employment of
Employee. This Agreement supersedes all prior negotiations, discussions, correspondence,
communications, understandings and agreements between the parties relating to the subject matter of
this Agreement.




          Section 22. Survival of Operative Sections.




          Upon any termination of Employee’s employment, the provisions of Section 8 through Section 23
of this Agreement (together with any related definitions set forth in Section 1 hereof) shall
survive to the extent necessary to give effect to the provisions thereof.




          Section 23. Counterparts.




          This Agreement may be executed in two or more counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and the same instrument. The
execution of this Agreement may be by actual or facsimile signature.




* * *




[Signatures to appear on the following page]



-15-









 





          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	UNITED MARITIME GROUP, LLC

 	 
	 	/s/ Gerald M. Baca
 	 
	 	By:  	GERALD M. BACA 	 
	 	Title:  	SECRETARY 	 
	 
	 	EMPLOYEE

 	 
	 	/s/ Walter T. Bromfield
 	 
	 	Walter T. Bromfield 	 
	 	 	 
	 
	 	GS MARITIME HOLDING LLC

 	 
	 	/s/ S Litrico
 	 
	 	By:  	S Litrico 	 
	 	Title:  	CEO 	 



 









 






	 	 	 	 	 



EXHIBIT A

Form of Profits Unit Grant Agreement




PROFIT UNIT GRANT AGREEMENT




     GS Maritime Holding LLC (the “Company”) hereby grants to Holder the number of Profit
Units, which shall be either Time-Vested Profit Units or Performance-Vested Profit Units, as set
forth below. The Profit Units are subject to all of the terms and conditions as set forth in this
grant agreement (the “Grant Agreement”) as well as the terms and conditions of the
Company’s Limited Liability Company Agreement, dated as of December 4, 2007, as amended, amended
and restated, modified or supplemented from time to time (the “LLC Agreement”), which is
incorporated herein in its entirety.



	 	 	 
	Holder:

	 	Walter T. Bromfield

	 
	 	 
	Date of Grant:

	 	[    ]

	 
	 	 
	Number of Time-Vested Profit Units:

	 	759
	 
	 	 
	Number of Performance-Vested Profit Units:

	 	758






     The terms and conditions of the Profit Units granted hereby, to the extent not controlled by
the terms and conditions contained in the LLC Agreement are as follows:



     1. Definitions.



     Capitalized terms not otherwise defined herein shall have the same meanings as in the LLC
Agreement. As used in this Grant Agreement, the following terms shall have the meanings set forth
below:




     (a) “Cause” has the meaning ascribed to such term in that certain
employment agreement between Holder and United Maritime Group, LLC (“United
Maritime”), dated as of July 24, 2008 (as the same may be amended, amended and
restated, modified or supplemented from time to time the “Employment
Agreement”).




     (b) “Change in Control” means (i) the sale or disposition, in one or a series
of related transactions, of all or substantially all of the assets of the Company to
any
“person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) other than to any Investor or any Affiliate thereof; (ii) any person or
group, other than any Investor or any Affiliate thereof, is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than fifty percent (50%) of the total voting power of the Company,



 









 







including by way of merger, consolidation, or otherwise (other than an offering of common equity to
the general public through a registration statement filed with the Securities and Exchange
Commission); (iii) following an IPO, individuals who, immediately following such IPO, constituted
the Board (together with any new directors whose election by the Board or whose nomination for
election by the Class A Unitholders of the Company was approved by a vote of a majority of the
directors then still in office who were either directors immediately following the IPO or whose
election or nomination for election was previously so approved) cease for any reason to constitute
a majority of the Board then in office; or (iv) the sale or disposition, in one or a series of
related transactions, of the Class A Units, as a result of which the Investors or their respective
Affiliates (either directly or indirectly) either (A) collectively no longer constitute the single
largest holder of Class A Units or (B) hold less than ten (10%) of the total voting power of the
Class A Units.




     (c) “Disability” has the meaning ascribed to such term in the Employment
Agreement.




     (d) “Good Reason” has the meaning ascribed to such term in the
Employment Agreement.




     (e) “IRR” means an annually compounded internal rate of return to the
Investors based on the applicable sale price in the Change in Control transaction that
requires such computation and taking into account all Capital Contributions made by the
Investors as of the date they were made, dividends, distributions, and other proceeds
received by the Investors from the Company, but excluding (i) any distributions for the
repayment of fees and expenses incurred by the Investors relating to their involvement in
the Company and (ii) any amounts paid to the Investors or any of them pursuant to the
Financial Services Agreements, and taking into account the number of Profit Units
outstanding under the LLC Agreement that are vested or will vest as a result of such
Change in Control.



     2. Vesting of Units.




     (a) Subject to Holder’s continued employment with United Maritime in good standing
through each applicable vesting date, twenty percent (20%) of Holder’s Time-Vested Profit Units
shall vest on each of the first five (5) anniversaries of the Date of Grant (set forth above);
provided, however, that (i) in the event Holder’s employment with United Maritime
is terminated under the Employment Agreement by United Maritime without Cause or by Holder for Good
Reason, all unvested Time-Vested Profit Units shall vest immediately as of such termination, and
(ii) in the event Holder’s employment with United Maritime is terminated under the Employment
Agreement due to his death or Disability, Holder shall be deemed vested as of such termination in
any Time-Vested Profit Units that would have otherwise vested in the calendar year in which



 









 







such termination occurs, if any. In addition, provided that Holder is employed by United Maritime
through the consummation of a Change in Control, all Time-Vested Profit Units that have not
previously vested as of such date shall vest immediately prior to such Change in Control. In the
event of Holder’s termination of employment with United Maritime for any reason, all Time-Vested
Profit Units that have not vested on or prior to the date of such termination (after giving effect
to any acceleration of vesting contemplated hereby) shall be forfeited immediately upon such
termination for no consideration.




     (b) Subject to Holder’s continued employment through the consummation of a Change in
Control, a percentage of Holder’s Performance-Vested Profit Units shall vest immediately prior to
such Change in Control to the extent that the Investors achieve an IRR upon such Change in Control,
as follows:



	 	 	 	 	 
	 	 	Percentage of Performance-
	 	 	Vested Profit Units to Vest
	IRR Achieved on Change in Control	 	on such Change in Control
	<15% 
	 	 	0	%
	≥15% to 20% 
	 	 	25	%
	>20% to 25%
	 	 	50	%
	>25% to 30% 
	 	 	75	%
	>30%
	 	 	100	%





Performance-Vested Profit Units that do not vest upon such Change in Control shall be forfeited by
Holder upon such Change in Control for no consideration. Prior to a Change in Control, all of
Holder’s unvested Performance-Vested Profit Units shall be forfeited immediately upon a termination
of Holder’s employment with United Maritime for any reason for no consideration.





     (c) Notwithstanding anything herein to the contrary, upon a termination of Holder’s
employment under the Employment Agreement by United Maritime for Cause, all Profit Units then held
by Holder, whether vested or unvested, shall be forfeited for no consideration.



     3. Additional Terms.




     (a) Transfer Restrictions. Except in connection with a Transfer (i) to the
Company (including pursuant to the repurchase rights described below), (ii) to a Permitted
Transferee, (iii) in connection with a Drag Transaction as provided in Section 7.4 of the LLC
Agreement, (iv) pursuant to the tag-along right provisions set forth in Section 7.3 of the LLC
Agreement or (v) in connection with the exercise by Holder of any registration rights granted to
him pursuant to the Registration Rights Agreement, for



 









 







a period commencing on the date hereof and ending upon the first to occur of (A) the third
anniversary of an IPO and (B) a Change in Control (such period being the “Lock-Up Period”),
Holder shall not Transfer any of his Profit Units without the prior approval of the Board, and in
the event the Board grants such approval, Holder’s Profit Units shall nonetheless remain subject to
the provisions of this Section 3 and the provisions of the LLC Agreement. Notwithstanding the
foregoing, Holder shall not Transfer any Profit Units other than in accordance with the provisions
of this Section 3 and the provisions of the LLC Agreement. Any Transfer or purported Transfer made
in violation of this Section 3 shall be null and void and of no effect. The Company may impose
stop-transfer instructions with respect to the Profit Units subject to the foregoing restriction
until the end of such Lock-Up Period. Holder acknowledges and agrees that the terms set forth in
this Section 3(a) are in addition to, and not in lieu of, the transfer provisions set forth in the
LLC Agreement, including Article 7 thereof.




     (b) Repurchase Rights. If, prior to the earlier of (A) an IPO and (B) a Change in
Control, Holder’s employment with United Maritime terminates for any reason, then at any time
during the 270-day period immediately following such termination of employment (the “Repurchase
Right Exercise Period”), the Company shall have the right to repurchase Holder’s vested Profit
Units (it being agreed that unvested Profit Units shall be treated in the manner herein provided)
hereunder at a per-Profit Unit price equal to the fair market value (the “Fair Market
Value”) of such Profit Units on the date of delivery by the Company of the Repurchase Notice
(as herein defined) (the “Repurchase Right”), with Fair Market Value being determined in
good faith by the Board and such determination shall take into account the distribution priority
set forth in Section 5.1(a) of the LLC Agreement. The Repurchase Right shall be exercisable upon
written notice to Holder indicating the number of vested Profit Units to be repurchased, their Fair
Market Value as determined by the Board as herein provided, and the date on which the repurchase is
to be effected (the “Repurchase Notice”), such date to be not more than thirty (30) days
after the date of such Repurchase Notice. Holder shall have a period of twenty (20) days following
the date of delivery of the Repurchase Notice to deliver written notice to the Company disputing
the Fair Market Value of the Profit Units as set forth therein (a “Dispute Notice”), it
being agreed that if Holder shall fail to deliver a Dispute Notice within such twenty (20) day
period, the Fair Market Value of the Profit Units as set forth in the Repurchase Notice shall be
deemed to be final and conclusive and shall therefore be the Fair Market Value of the Profit Units
for all purposes hereof. In the event that Holder timely delivers a Dispute Notice to the Company
in accordance with the terms hereof, Holder and the Company shall work together in good faith to
reconcile their differences, and if Holder and the Company are unable to resolve such differences
within ten (10) days of the Company’s receipt of the Dispute Notice from Holder, the Company shall
engage an investment bank which is reasonably acceptable to Holder (the “Investment Bank”)
to determine the Fair Market Value of the Profit Units, it being agreed that such Investment Bank
shall determine Fair Market Value of the Profit



 









 







Units taking into
account the distribution priority set forth in Section 5.1(a) of the LLC
Agreement. In such circumstances, the Company and Holder shall execute a customary
engagement letter with the Investment Bank, and such engagement letter may require, among
other things, that the Company and Holder provide customary indemnification protection to
the Investment Bank. Pursuant to the engagement letter with the Investment Bank, the Company
and Holder shall request that the Investment Bank issue, as promptly as practicable
following its engagement, a written report setting forth its determination of the Fair
Market Value of the Profit Units, it being agreed that the Fair Market Value of the Profit
Units so determined by the Investment Bank shall be binding on the Company and Holder for
all purposes of this Agreement. The fees and expenses of the Investment Bank shall be paid
by the Company unless the Fair Market Value of the Profit Units as determined by the
Investment Bank is one hundred ten percent (110%) or less of the Fair Market Value of the
Profit Units as determined by the Board and as set forth in the Repurchase Notice, in which
case all such fees and expenses shall be paid by Holder. To the extent not otherwise held in
book entry form by the Company, the certificates representing the vested Profit Units to be
repurchased shall be delivered to the Company prior to the close of business on the date
specified for the repurchase. If the Company does not exercise its Repurchase Right during
the Repurchase Right Exercise Period, the Investors will have the right, during the thirty
(30) day period immediately following the expiration of the Repurchase Right Exercise
Period, to repurchase Holder’s vested Profit Units in accordance with the terms otherwise
provided with respect to the Company in this Section 3(b) (provided that the Fair Market
Value of the Profit Units shall be determined in all cases by the Board in accordance with
the terms set forth herein, subject to Holder’s right to timely deliver a Dispute Notice
with respect thereto), with each Investor having the right to purchase a pro rata portion
thereof based on the number of Class A Units Owned by each such Investor; provided,
however, that any such right shall be subject to the terms set forth in the LLC
Agreement, including in respect of the Permitted Percentage.



     4. Employment Rights. The grant of Profit Units shall not be construed as giving
Holder the right to be retained in the employment or service of United Maritime, the Company,
or any Subsidiary or Affiliate thereof. Further, United Maritime, the Company, or any
Subsidiary or Affiliate thereof may at any time terminate the employment or service of Holder,
free from any liability or any claim under the LLC Agreement, unless otherwise expressly
provided in the LLC Agreement, in this Grant Agreement or in the Employment Agreement.



     5. Conditions of Grant. Holder understands and agrees that as a condition of the grant
of Profit Units hereunder, Holder is required to execute the LLC Agreement.



     6. 83(b) Election. In connection with the grant of Profit Units hereunder, Holder
hereby agrees to make an election pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended, and comparable provisions of any state tax law, to include in Holder’s gross
income the fair market value (as of the date of acquisition) of the Profit Units granted
hereunder.



 









 







Holder will deliver to the Internal Revenue Service a fully-executed Section 83(b) Election in the
Form attached hereto as Exhibit A, and will deliver to the equivalent state administrative body, a
comparable election document for state tax purposes, and will notify the Company of such election
by delivering to the Company copies of the same.



     7. Terms of LLC Agreement; Interpretation. The Profit Units and the terms and conditions
set forth herein are subject in all respects to the terms and conditions of the LLC Agreement, and
in the event of any conflict or inconsistency between the terms set forth herein and therein, the
terms set forth in the LLC Agreement shall be controlling unless otherwise determined by the Board.
All interpretations or determinations of the Board shall be binding and conclusive upon Holder and
his legal representatives on any question arising hereunder. Holder acknowledges that he has
received and reviewed a copy of the LLC Agreement. Holder acknowledges that, in the event of the
IPO, the terms set forth herein that apply to Holder’s Profit Units shall apply to any securities
of the IPO Entity issued in substitution for such Profit Units as contemplated by the LLC
Agreement.



     8. Delegation. Holder acknowledges that any powers, rights, or responsibilities of the
Board set forth herein may be delegated to and exercised by any subcommittee thereof as
permitted under the LLC Agreement.



     9. Notices. Every notice, request, or other communication hereunder shall be in
writing, and shall be mailed or delivered to the party for whom it is intended at such address
as
may from time to time be designated by it in a notice mailed or delivered to the other party
as
herein provided; provided that unless and until some other address be so designated, all
notices
or communications by Holder to the Company shall be mailed or delivered to the Company at its
principal executive office, and all notices or communications by the Company to Holder may be
given to Holder personally or may be mailed to Holder at his last known address, as reflected
in
the Company’s records. Any notice so addressed shall be deemed to be given: (i) if delivered
by
hand, on the date of such delivery; (ii) if mailed by courier or by overnight mail, on the
first
business day following the date of such mailing; or (iii) if mailed by registered or certified
mail,
on the third business day after the date of such mailing.



     10. Entire Agreement. This Grant Agreement and the LLC Agreement contain the
entire understanding of, and supersede all prior agreements and understandings between,
the
parties hereto in respect of the subject matter contained herein.



     11. Governing Law. The provisions of this Grant Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without application of the
conflict of laws principles thereof.



     12. Counterparts. This Grant Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures
thereto
and hereto were upon the same instrument.



 









 





     IN WITNESS WHEREOF, the undersigned have caused this Grant Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	GS Maritime Holding LLC

 	 
	 	By:  	/s/ S. Litrico
 	 
	 	 	Name:  	S. Litrico 	 
	 	 	Title:  	CEO 	 
	 
	 	HOLDER

 	 
	 	By:  	/s/ Walter T. Bromfield
 	 
	 	 	Name:  	Walter T. Bromfield 	 
	 	 	Address: 	10513 Greencrest DR

Tampa, FL 33626 	 



 









 






	 	 	 	 	 



EXHIBIT A




ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY IN

GROSS INCOME IN YEAR OF TRANSFER UNDER CODE § 83(b)



          The undersigned taxpayer elects, pursuant to Code Section 83(b), to include in gross income in
2008 as compensation for services rendered the fair market value of property received in connection
with his services in excess of the amount paid for the property and supplies the following
information in accordance with the regulations promulgated thereunder.



          1. The name, address, and taxpayer identification number of the undersigned
are:




          Name:                                                    




          Address:                                                




          SS#:                                                       




          2. The property with respect to
 which the election is made consists of [     ]
Profit Units of GS Maritime Holding LLC.




          3. The date on which property was
 transferred is [     ].




          4. The taxable year to which this election relates is calendar year 2008.




          5. The property is subject to vesting requirements based upon the taxpayer’s
employment with a subsidiary of the issuer.




          6. The aggregate fair market value at time of transfer (determined without
regard to any restrictions other than restrictions which by their terms will never lapse) of
the
property with respect to which this election is being made is $0.00 (as it is a future profits
only
interest).




          7. The amount paid by taxpayer for the property is $0.00.




          8. A copy of this statement has been furnished to the issuer, in accordance
with Treas. Reg. § l-83-2(e)(7).




Dated: [     ], 2008




	 	 	 	 	 
	 	
 	 
	 	Taxpayer’s Signature