(b) During the Employment Period, the Executive shall devote her normal working time andattention to the business and affairs of the Company, and, subject to the terms of this Section3(b) with respect to service on the board of directors of other entities, will not render servicesto any other business without the prior written approval of the President of the Company. Duringher employment hereunder, the Executive shall not, directly or indirectly, engage or participate inany business that is competitive in any manner with the business of the Company. Subject toobtaining the prior express consent or approval of the President of the Company, the Executive mayserve as a member of the board of directors of other entities (other than the board of directors ofa business that is competitive with the business of the Company), provided that such service shallnot interfere with the Executive’s performance of her duties hereunder. The Executive shallrequest the consent or approval of the Company’s President of her intention to serve on the boardof directors (or similar governing body) of any company or other entity prior to commencing suchservice.4. Compensation.(a) Base Salary and Bonus. During the Employment Period, the Company agrees to paythe Executive a 2011 base salary at the rate of $210,005 per annum or such larger amount as theBoard may from time to time determine (hereinafter referred to as the “Base Salary”).Executive’s Base Salary shall be reviewed annually. Such Base Salary shall be payable in accordancewith the Company’s customary practices applicable to its senior executives. In addition to theBase Salary, Executive shall be eligible for an incentive bonus subject to the terms and conditionsof the Company’s incentive bonus plan as in effect from time to time for senior management and asthe Compensation Committee in its discretion may determine (the “Bonus”).(b) Participation in Equity-Based Plans. The Executive shall be entitled toparticipate in all equity-based employee benefit plans maintained from time to time during the termof this Agreement (including, without limitation, any such plans as may hereafter established bythe Company) for the purpose of providing compensation and/or benefits to executives of the Companyincluding, but not limited to, the Company’s 2006 Equity Incentive Plan (or any successor plan orplans) and other bonus or incentive compensation plans. Executive’s 2011 equity grant shall be$309,665 or such other amount as approved by the Board.(c) Employee Benefits. The Executive shall be entitled to participate in (includingcoverage for the Executive’s eligible dependents under the Company’s medical, dental and similarwelfare benefit plans as applicable) all employee benefit plans, practices and programs maintainedby the Company and made available to employees generally including, without limitation, allretirement, profit sharing, savings, 401(k), medical, hospitalization, disability, dental, life ortravel accident insurance benefit plans, as well as any plans, practices and programs maintainedgenerally for senior management including, without limitation, any deferred compensation,supplemental medical or life insurance plans. The Executive’s participation in such plans,practices and programs shall be on the same basis and terms as are applicable to senior executivesof the Company generally.
 
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(d) Other Benefits. The Company shall pay or reimburse the Executive for reasonableand necessary expenses incurred by the Executive in connection with her duties on behalf of theCompany in accordance with the general policies of the Company.(e) Vacation and Sick Leave. The Executive shall be entitled to annual vacation inthe greater of four weeks or in accordance with the policies as periodically established by theBoard for other senior executives of the Company. The Executive is also entitled to sick leave(without loss of pay) in accordance with the Company’s policies as in effect from time to time.5. Termination. In addition to the expiration of the term of this Agreement pursuantto Section 2, the Executive’s employment hereunder may be terminated under the followingcircumstances:(a) Disability. The Company may terminate the Executive’s employment upon 30 dayswritten notice after having established the Executive’s Disability; provided that theCompany exercises reasonable efforts to accommodate such disability in accordance with theAmericans with Disabilities Act. For purposes of this Agreement, “Disability” means aphysical or mental infirmity which impairs the Executive’s ability to perform substantially herduties for a period of ninety (90) consecutive days. A determination of Disability shall be madeby a physician satisfactory to both the Executive and the Company, which physician’s determinationas to Disability shall be made within ten (10) days of the request therefor and shall be binding onall parties; provided, however, that if the Executive and the Company do not agree on a physician,the Executive and the Company shall each select a physician and these two together shall select athird physician, which third physician’s determination as to Disability shall be binding on allparties. The Executive shall be entitled to the compensation and benefits provided for under thisAgreement for any period during the term of this Agreement and prior to termination in accordanceherewith relating to Executive’s Disability. Notwithstanding anything contained in this Agreementto the contrary, until the Termination Date specified in a Notice of Termination (as each term ishereinafter defined) relating to the Executive’s Disability, the Executive shall be entitled toreturn to her position with the Company as set forth in this Agreement in which event no Disabilityof the Executive will be deemed to have occurred.(b) Cause. The Company may terminate the Executive’s employment by written notice for“Cause.” The Company shall be deemed to have terminated the Executive’s employment for“Cause” in the event that the Executive’s employment is terminated for any of the followingreasons: (i) the commission of an act of fraud or intentional misrepresentation or an act ofembezzlement, misappropriation or conversion of assets or opportunities of the Company; (ii)dishonesty or willful misconduct in the performance of duties; or (iii) willful violation of anylaw, rule or regulation in connection with the performance of duties (other than traffic violationsor similar offenses); provided, that no act or failure to act shall be considered willful unlessdone or omitted to be done in bad faith and without reasonable belief that the action or omissionwas in the best interests of the Company. Notwithstanding anything contained in this Agreement tothe contrary, no failure to perform by the Executive after theNotice of Termination is given by the Company shall constitute Cause for purposes of thisAgreement.
 
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(c) Good Reason. The Executive may terminate her employment for “Good Reason”,provided that he gives the Company notice of such Good Reason within a reasonable period (but,except as provided below, in no event more than 90 days) after he has knowledge of the eventsgiving rise to the Good Reason. For purposes of this Agreement, “Good Reason” shall mean,without the Executive’s consent:(i) the assignment to Executive of material duties that are materially inconsistent withExecutive’s title and responsibilities as contemplated by Section 3(a) of this Agreement;(ii) a reduction in Executive’s Base Salary (provided, that an “across the board”reduction in base salary and/or bonus opportunities affecting all of the senior executive employeesof Company (excluding the CEO for this purpose) on a substantially similar basis shall notconstitute “Good Reason”);(iii) any material breach by the Company of any provision of this Agreement;(iv) any purported termination of the Executive’s employment for Cause by the Company whichdoes not comply with the terms of Section 5 of this Agreement;(v) the failure of the Company to obtain an agreement, satisfactory to the Executive, from anysuccessor or assign of the Company to assume and agree to perform this Agreement, as contemplatedin Section 10 hereof; or(vi) the Company requires the Executive to be based at any office outside the greater Phoenixmetropolitan area (a “Relocation”).The Executive’s right to terminate her employment pursuant this Section 5(c) shall not beaffected by her incapacity due to physical or mental illness if such incapacity occurs after theevent or condition giving rise to the Executive’s right to terminate her employment pursuant tothis Section 5(c).Notwithstanding anything to the contrary stated above in this Section 5(c) or elsewhere inthis Agreement, the Executive will only be treated as having Good Reason to terminate heremployment pursuant to clauses (i) — (vi) if the Executive has given Company notice and a period ofat least thirty (30) days during which it can remedy any of such conditions and, during suchperiod, the Company fails to remedy such condition.(d) Voluntary Termination. The Executive may voluntarily terminate her employmenthereunder at any time upon ninety (90) day prior notice to the Company.
 
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(e) Termination by Company Without Cause. The Company may terminate the Executive’semployment hereunder for any reason by a written notice.(f) Change in Control; Accelerated Vesting of Equity-Based Awards. In certaincircumstances, termination may occur following a Change in Control (as contemplated in Section 6hereof). For purposes of this Agreement, a “Change in Control” shall mean any of thefollowing events:(i) an acquisition (other than directly from the Company) of any voting securities of theCompany (the “Voting Securities”) by any “Person” (as the term person is used forpurposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”)), immediately after which such Person has “Beneficial Ownership”(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-five percent (35%)or more of the then outstanding Shares of the combined voting power of the Company’s thenoutstanding Voting Securities; *provided, however*, in determining whether a Change in Control hasoccurred, Shares or Voting Securities which are acquired in a “Non-Control Acquisition” (ashereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A“Non-Control Acquisition” shall mean an acquisition by (A) an employee benefit plan (or atrust forming a party thereof) maintained by (1) the Company or (2) any corporation or other Personof which all of its voting power or its voting equity securities or equity interest is owned,directly or indirectly, by the Company prior to such acquisition (for purposes of this definition,a “Subsidiary”, (B) the Company or its Subsidiaries, or (C) any Person in connection with a“Non-Control Transaction” (as hereinafter defined).(ii) the individuals who, as of the date of this Agreement are members of the Board (the“Incumbent Board”), cease for any reason to constitute at least two-thirds of the membersof the Board of Directors of the Company; *provided, however*, that if the election, or nominationfor election by the Company’s common stockholders, of any new director was approved by a vote of atleast two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement,be considered as a member of the Incumbent Board; *provided, further, however,*that no individualshall be considered a member of the Incumbent Board if such individual initially assumed officer asa result of either an actual or threatened “Election Contest” (as described in Rule 14a-11promulgated under the Exchange Act) or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board (a “Proxy Contest”) including byreason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or(iii) the consummation of:(A) a merger, consolidation or reorganization involving the Company, unless such merger,consolidation or reorganization is a “Non-Control Transaction.” A “Non-ControlTransaction” shall mean a merger consolidation or reorganization of the Company where (1) thestockholders of the Company, immediately before such merger, consolidation or reorganization, owndirectly or indirectly immediately following such merger, consolidation or reorganization, atleast fifty-one percent (51%) of the combined voting power of the outstanding voting securities ofthe corporation resulting from such merger or consolidation or
 
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reorganization (the “Surviving Corporation”) in substantially the same proportion astheir ownership of the Voting Securities immediately before such merger, consolidation orreorganization, (2) the individuals who were members of the Incumbent Board immediately prior tothe execution of the agreement providing for such merger, consolidation or reorganizationconstitute at least two-thirds of the members of the board of directors of the SurvivingCorporation, or a corporation beneficially directly or indirectly owning a majority of the VotingSecurities of the Surviving Corporation, and (3) no Person other than *(i)*the Company, *(ii)*anySubsidiary, or *(iii)*any employee benefit plan (or any trust forming a part thereof) that,immediately prior to such merger, consolidation or reorganization, was maintained by the Company,or any Subsidiary;(B) a complete liquidation or dissolution of the Company; or(C) the sale or disposition of all or substantially all of the assets of the Company to anyPerson (other than a transfer to a Subsidiary).Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (i) solelybecause any Person (the “Subject Person”) acquired Beneficial Ownership of more than thepermitted amount of the then outstanding Shares or Voting Securities as a result of the acquisitionof Shares or Voting Securities by the Company which, by reducing the number of Shares or VotingSecurities then outstanding, increases the proportional number of shares Beneficially Owned by theSubject Persons, provided that if a Change in Control would occur (but for the operation of thissentence) as a result of the acquisition of Shares or Voting Securities by the Company, and aftersuch share acquisition by the Company, the Subject Person becomes the Beneficial Owner of anyadditional Shares or Voting Securities which increases the percentage of the then outstandingShares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Controlshall occur.Upon a Change in Control, and without regard to whether or not the Executive’s employmenthereunder is terminated in connection therewith, all restrictions on any outstanding equity-basedawards (including, without limitation, restricted stock and performance stock awards) then held bythe Executive shall lapse and all performance targets and goals applicable to such awards inrespect of any past or future period shall be deemed to have been met by the Company and theExecutive, as applicable, for each period relevant to such award and all such equity-based awardsshall become and be deemed to be fully (100%) vested immediately prior to such Change in Control,and all stock options and stock appreciation rights granted to the Executive shall become fully(100%) vested and shall become immediately exercisable. In the event of any conflict between thissubsection and any agreement between the Executive and the Company relating to any outstandingaward (whether now existing or hereafter entered into), the provisions of this subsection shallprevail(g) Notice of Termination. Any purported termination by the Company or by theExecutive shall be communicated by written Notice of Termination to the other. For purposes ofthis Agreement, a “Notice of Termination” shall mean a notice which indicates the specifictermination provision in this Agreement relied upon and shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated. For purposes of this Agreement, no such purportedtermination of employment shall be effective without such Notice of Termination.
 
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(h) Termination Date, Etc. “Termination Date” shall mean in the case of theExecutive’s death, her date of death, or in all other cases, the date specified in the Notice ofTermination subject to the following:(i) if the Executive’s employment is terminated by the Company for Cause or due toDisability, or by the Company without Cause, the date specified in the Notice of Termination shallbe at least thirty (30) days from the date the Notice of Termination is given to the Executive,provided that in the case of Disability the Executive shall not have returned to the full-timeperformance of her duties during such period of at least thirty (30) days; and(ii) if the Executive’s employment is terminated for Good Reason, the date specified in theNotice of Termination shall not be more than thirty (30) days from the date the Notice ofTermination is given to the Company.6. Compensation Upon Termination. Upon termination of the Executive’s employmentduring the term of this Agreement (including any extensions thereof), the Executive shall beentitled to the following benefits:(a) *Cause, Death or Disability; Voluntary Termination By Executive other than Good Reason.*Ifthe Executive’s employment is terminated by the Company for Cause or Disability or by the Executive(other than for Good Reason), or by reason of the Executive’s death, the Company shall pay theExecutive (or her estate, as applicable) all amounts earned or accrued hereunder through theTermination Date but not paid as of the Termination Date, including (i) Base Salary, (ii)reimbursement for any and all monies advanced or expenses incurred in connection with theExecutive’s employment for reasonable and necessary expenses incurred by the Executive on behalf ofthe Company for the period ending on the Termination Date, (iii) unused vacation days and paidholidays as of the termination date, (iv) any bonuses and incentive compensation which at the timeof termination is earned but unpaid under the terms and provisions of the applicable plan, and (v)any previously earned compensation which the Executive has deferred until separation from service(but not any other date) (including any interest earned or credited thereon) (collectively,“Accrued Compensation”). In addition, in connection with the termination of theExecutive’s employment hereunder by the Company for Disability or by reason of the Executive’sdeath, the Company shall pay the Executive (or her estate, as applicable), not later than 30 days(except as otherwise may be required under Section 24(b) of this Agreement if the Executive is a“specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”) following the date of Disability or death, as the case may be, an amount(which shall be in lieu of any target bonus or other bonus plan amount that might otherwise for anyreason be or be deemed to be payable directly or indirectly in connection with the fiscal year inwhich such termination occurred, an amount equal to the product of (I) the average of the cashbonus amounts (if any) paid by the Company to the Executive in relation to the two fiscal yearsimmediately preceding the year in which such termination occurs, multiplied by (II) a fraction, thenumerator is the number of days in the year that were elapsed as of the date of the termination ofemployment and the
 
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denominator is 365; provided that if such thirty (30) day period begins in one calendar yearand ends in another, the Executive and/or her beneficiary shall not have the right to designate thetaxable year of payment. In connection with the termination of the Executive’s employmenthereunder by the Company for Disability or by reason of the Executive’s death, all restrictions onany outstanding equity-based awards (including, without limitation, restricted stock andperformance stock awards) then held by the Executive shall lapse and all performance targets andgoals applicable to such awards in respect of any past or future period shall be deemed to havebeen met by the Company and the Executive, as applicable, for each period relevant to such awardand all such equity-based awards shall become and be deemed to be fully (100%) vested immediatelyprior to such termination of employment, and all stock options and stock appreciation rightsgranted to the Executive shall become fully (100%) vested and shall become immediately exercisableand the Company shall permit the Executive (or her estate), to exercise the same at any time duringthe 90-day period following such termination. In the event of the Executive’s death, for a periodof twelve (12) months from the date of death, the Company shall pay for COBRA benefits (or theequivalent) for Executive’s surviving spouse and eligible dependents covered by the Company’s grouphealth plan at the time of Executive’s death. In the event the Executive’s employment hereunder isterminated due to Disability, the Company shall pay COBRA benefits (or the equivalent) for theExecutive for a period of twelve (12) months from the date of such termination. The Executive’sentitlement to any other compensation or benefits shall be determined in accordance with theCompany’s employee benefit plans and other applicable programs and practices then in effect.(b) *Without Cause; For Good Reason*. If the Executive’s employment by the Company isterminated by the Company prior to a Change in Control other than for Cause, death or Disability,or by the Executive for Good Reason, then the Executive shall be entitled to the benefits providedbelow:(i) the Company shall pay the Executive all Accrued Compensation;(ii) the Company shall pay the Executive, as severance pay and in lieu of any further salaryfor periods subsequent to the Termination Date, in a single payment an amount in cash equal to one(1) times the sum of (A) the Executive’s Base Salary at the highest rate in effect at any timewithin the ninety (90) day period ending on the date the Notice of Termination is given and (B) the“Payment Amount.” For purposes of this Agreement, the term “Payment Amount” shall mean anamount which is equal to forty-five percent (45%) of the Executive’s Base Salary in effect duringthe year in which the Termination Date shall occur;(iii) except as may otherwise be determined in accordance with Revenue Ruling 2008-13 (on abasis consistent in all material respects among all executive officers whose compensation, or thedeductibility thereof by the Company, is affected by Section 162(m) of the Code or any successorprovision thereto) by the Compensation Committee at the time of grant of such equity-based award:(A) All service-based restrictions on outstanding equity-based awards (including, withoutlimitation, restricted stock and performance stock awards) then held by the Executive shall lapse;
 
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(B) All performance targets and goals applicable to such equity-based awards in respect of anypast or future period must continue to be satisfied for each period relevant to such award;(C) Any equity-based award shall be paid at the time and in the form specified in the MobileMini, Inc. 2006 Equity Incentive Plan or the relevant plan under which such award is outstanding;and(D) All stock options and stock appreciation rights granted to the Executive shall becomefully (100%) vested and shall become immediately exercisable and the Company shall permit theExecutive (or her estate), to exercise the same at any time during the 90-day period following suchtermination; and(iv) for a period of twelve (12) months following such termination, the Company shall at itsexpense continue on behalf of the Executive and her dependents and beneficiaries the lifeinsurance, disability, medical, dental and hospitalization benefits which were being provided tothe Executive and other members of senior management of the Company at the time Notice ofTermination was given. Post-termination medical, dental, andhospitalization coverage will run concurrently with the COBRAcoverage period. The benefits provided in this Section 6(b)(iv) shall be no less favorableto the Executive, in terms of amounts and deductibles and costs to him, than the coverage providedthe Executive under the plans providing such benefits at the time Notice of Termination is given.The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to theextent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefitplans, in which case the Company may reduce the coverage of any benefits it is required to providethe Executive hereunder as long as the aggregate coverage of the combined benefit plans is no lessfavorable to the Executive, in terms of amounts and deductibles and costs to him, than the coveragerequired to be provided hereunder. This Subsection (iv) shall not be interpreted so as to limit anybenefits to which the Executive or her dependents may be entitled under any of the Company’semployee benefit plans, programs or practices following the Executive’s termination of employment,including, without limitation, retiree medical and life insurance benefits.(c) *Following a Change in Control*. If within one year following the occurrence of a Change ofControl the Executive’s employment by the Company is terminated either by the Company other thanfor Cause, death or Disability, or by the Executive for any reason, then the Executive shall beentitled to the benefits provided below:(i) the Company shall pay the Executive all Accrued Compensation;(ii) the Company shall pay the Executive as severance pay and in lieu of any further salaryfor periods subsequent to the Termination Date, in a single payment an amount in cash equal to two(2) times the sum of (A) the Executive’s Base Salary at the highest rate in effect at any timewithin the ninety (90) day period ending on the date the Notice of Termination is given or theExecutive’s Base Salary immediately prior to the Change in Control, if greater, and (B) the PaymentAmount; and
 
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(iii) for a period of twenty-four (24) months following such termination, the Companyshall at its expense continue on behalf of the Executive and her dependents and beneficiaries thelife insurance, disability, medical, dental and hospitalization benefits which were being providedto the Executive at the time Notice of Termination is given (or, if the Executive is terminatedfollowing a Change in Control, the benefits provided to the Executive at the time of the Change inControl, if greater). The benefits provided in this subsection 6(c)(iii) shall be no lessfavorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverageprovided the Executive under the plans providing such benefits at the time Notice of Termination isgiven or at the time of the Change in Control if more favorable to the Executive. The Company’sobligation hereunder with respect to the foregoing benefits shall be limited to the extent that theExecutive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in whichcase the Company may reduce the coverage of any benefits it is required to provide the Executivehereunder as long as the aggregate coverage of the combined benefit plans is no less favorable tothe Executive, in terms of amounts and deductibles and costs to him, than the coverage required tobe provided hereunder. This subsection 6(c)(iii) shall not be interpreted so as to limit anybenefits to which the Executive or her dependents may be entitled under any of the Company’semployee benefit plans, programs or practices following the Executive’s termination of employment,including, without limitation, retiree medical and life insurance benefits.(d) *Time of Payment; Adjustment for Taxes*. The amounts provided for in Sections 6(a), 6(b)(i)and (ii), and 6(c)(i) and (ii) shall be paid within twenty eight (28) days after the Executive’sTermination Date (except as otherwise may be required under Section 24(b) of this Agreement if theExecutive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Codeof 1986, as amended (the “Code”)); provided that if such twenty eight (28) day periodbegins in one calendar year and ends in another, the Executive and/or her beneficiary shall nothave the right to designate the taxable year of payment. In the event the Executive’s severanceand other benefits provided for in this Section 6 constitute “parachute payments” within themeaning of Section 280G of the Code and, but for this subsection, would be subject to the excisetax imposed by Section 4999 of the Code, then the Executive’s severance and other benefits underthis Section 6 will be payable either in full or in such lesser amount as would result, aftertaking into account the applicable federal, state and local income taxes and the excise tax imposedby Section 4999, in the Executive’s receipt on an after-tax basis of the greatest amount ofseverance and other benefits. All determinations to be made pursuant to this Section 6(d),including without limitation whether partial payment or payment in full will provide the greatestafter-tax benefit to the Executive and the amount of any such partial payment to be made, shall bemade by an independent public accounting firm selected by the Company and reasonably acceptable tothe Executive and such determinations shall be binding on the Company and the Executive. If thepayments and benefits under Section 6 are required to be reduced, the cash severance shall bereduced first, followed by a reduction in the accelerated vesting of any equity awards, and last bythe reduction of any other benefits.(e) *No Duty to Mitigate.*The Executive shall not be required to mitigate the amount of anypayment, benefit or other Company obligation provided for in this Agreement by seeking otheremployment or otherwise and no such payment, benefit or other Companyobligation shall be offset or reduced by the amount of any compensation or benefits provided to theExecutive in any subsequent employment.
 
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(f) *Clawback.*The Company shall have no obligation to make any payment to the Executivepursuant to any provision of this Section 6 if the Executive shall be in default of her obligationsunder Section 13 hereof (Covenant Not To Compete).7. Post-Termination Assistance; Non-Disparagement. The Executive agrees that afterher employment with the Company has terminated he will provide to the Company, upon reasonablenotice from the Company, such information and assistance in the nature of testifying and thepreparation therefore as may reasonably be requested by the Company in connection with anylitigation, administrative or agency proceeding, or other legal proceeding in which it or any ofits affiliates is or may become a party; provided, however, that the Company agrees to reimbursethe Executive for any reasonably, related expenses, including travel expense, and shall pay theExecutive a daily per diem comparable to her Base Salary under this Agreement at time oftermination (determined for this purpose on a per diem basis by dividing such Base Salary by 230).The Parties agree that they will not disparage or make false or defamatory comments about the otherparty as to all matters. This is a material term of this Agreement.8. Unauthorized Disclosure. The Executive shall not make any Unauthorized Disclosure.For purposes of this Agreement, “Unauthorized Disclosure” shall mean disclosure by theExecutive without the consent of the Board to any person, other than an employee of the Company ora person to whom disclosure is reasonably necessary or appropriate in connection with theperformance by the Executive of her duties as an executive of the Company or as may be legallyrequired, of any confidential information obtained by the Executive while in the employ of theCompany (including, but not limited to, any confidential information with respect to any of theCompany’s customers or methods of distribution) the disclosure of which he knows or has reason tobelieve will be materially injurious to the Company; provided, however, that such term shall notinclude the use or disclosure by the Executive, without consent, of any information known generallyto the public (other than as a result of disclosure by him in violation of this Section 8) or anyinformation not otherwise considered confidential by a reasonable person engaged in the samebusiness as that conducted by the Company.9. Indemnification. The Company remains subject to its standard form ofindemnification agreement for officers and directors which was entered into with the Executive toindemnify the Executive against certain liabilities the Executive may incur as an officer ordirector of the Company. A copy of that standard form as in effect on the date of this Agreementis identified on Exhibit A to this Agreement, and if for any reason the Company and the Executivehave not heretofore executed and delivered such an indemnification agreement, the terms andprovisions of the Company’s standard indemnification agreement are hereby incorporated herein byreference.
 
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10. Successors and Assigns.(a) This Agreement shall be binding upon and shall inure to the benefit of the Company and itssuccessors and the Company shall require any successor to expressly assumeand agree to perform this Agreement in the same manner and to the same extent that the Companywould be required to perform it if no such succession or assignment had taken place, but thisAgreement will not otherwise be assignable, transferable or delegable by the Company. The term “theCompany” as used herein shall include such successors.(b) Neither this Agreement nor any right or interest hereunder shall be assignable ortransferable by the Executive, her beneficiaries or legal representatives, except by will or by thelaws of descent and distribution. This Agreement shall inure to the benefit of and be enforceableby the Executive’s legal personal representatives, beneficiaries, designees, executors,administrators, heirs, distributees, devisees and legatees.11. Fees and Expenses. The Company shall pay all reasonable legal fees and relatedexpenses incurred by the Executive as they become due as a result of the Company and the Executiveentering into this Agreement.12. Assignment of Inventions.(a) General Assignment. The Executive agrees to assign and hereby does assign to theCompany all right, title and interest in and to any inventions, designs and copyrights made duringemployment by Company which relate directly to the business of the Company.(b) Further Assurances. The Executive shall acknowledge and deliver promptly to theCompany without charge to the Company but at its expense such written instruments and do such otheracts, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue andenforce United States and/or foreign letters patent and copyrights relating to the inventions,designs an copyrights and to vest the entire right and title thereto in the Company or its nominee.The Executive acknowledges and agrees that any copyright developed or conceived of by theExecutive during them term of the Executive’s employment which is related to the business of theCompany shall be a “work for hire” under the copyright law of the United States and otherapplicable jurisdictions.(c) Excepted Inventions. As a matter of record the Executive has identified onExhibit B attached hereto all inventions or improvements relevant to the subject matter of herengagement by the Company which have been made or conceived or first reduced to practice by theExecutive alone or jointly with others prior to her engagement by the Company, and the Executivecovenants that such list is complete. If there is no such list on Exhibit B, the Executiverepresents that he had made no such inventions and improvements as of the time of signing thisAgreement.13. Covenant Not to Compete.(a) The Executive agrees that during the term of this Agreement and for two (2) yearssubsequent to termination of Executive’s employment with the Company for any reason (the“Non-Compete Term”) the Executive shall not:
 
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(i) Either directly or indirectly, for himself or on behalf of or in conjunction with anyother person, persons, company, firm, partnership, corporation, business, group or other entity(each, a “Person”), engage in any business or activity, whether as an employee, consultant,partner, principal, agent, representative, stockholder or other individual, corporate, orrepresentative capacity, or render any services or provide any advice or substantial assistance toany business, person or entity, if such business, person or entity, directly or indirectly will inany way compete with the Company (a “Competing Business”). Without limiting the generalityof the foregoing, for purposes of this Section 13, it is understood that Competing Businesses shallinclude any business that is in direct competition with the Company; *provided, however*, thatnotwithstanding the foregoing, the Executive may make passive investments in up to four percent(4%) of the outstanding publicly traded common stock of an entity which operates a CompetingBusiness.(ii) Either directly or indirectly, for himself or on behalf of or in conjunction with anyother Person, solicit any Person who is, or who is, at the time of termination of the Executive’semployment, or has been within six (6) months prior to the time of termination of Executive’semployment, an employee of the Company or any of its subsidiaries for the purpose or with theintent of enticing such employee away from the employ of the Company or any of its subsidiaries.(iii) Either directly or indirectly, for himself or on behalf of or in conjunction with anyother Person, solicit any Person who is, or who is, at the time of termination of the Executive’semployment, or has been within six (6) months prior to the time of termination of Executive’semployment, a customer or supplier of the Company or any of its subsidiaries for the purpose orwith the intent of (A) inducing or attempting to induce such Person to cease doing business withthe Company or (B) in any way interfering with the relationship between such Person and theCompany.(b) Specific Performance; Repayment of Certain Termination Payment Amounts. TheExecutive hereby acknowledges that the services to be rendered to the Company hereunder by theExecutive are of a unique, special and extraordinary character which would be difficult orimpossible for the Company to replace or protect, and by reason thereof, the Executive herebyagrees that in the event he violates any of the provisions of subsection 13(a) hereof, the Companyshall, in addition to any other rights and remedies available to it, at law or otherwise, beentitled to an injunction or restraining order to be issued by any court of competent jurisdictionin any state enjoining and restraining the Executive from committing any violation of saidsubsection 13(a).The Executive agrees that, if he breaches subsection 13(a) of this Agreement, he shall haveforfeited all right to receive any amounts payable to him pursuant to subsection 6(b)(ii) and (iii)or subsection 6(c)(ii) and (iii), as the case may be, and he shall promptly repay to the Companythe entire amount theretofore paid to him or to her order by reason of any of said subsections.
 
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(c) The covenants in this Section 13 are severable and separate, and the unenforceability ofany specific covenant shall not affect the provisions of any other covenant.Moreover, in the event any court of competent jurisdiction shall determine that the scope, time orterritorial restrictions set forth herein are unreasonable, then it is the intention of the partiesthat such restrictions be enforced to the fullest extent that such court deems reasonable, and theAgreement shall thereby be reformed to reflect the same.(d) All of the covenants in this Section 13 shall be construed as an agreement independent ofany other provision in this Agreement, and the existence of any claim or cause of action of theExecutive against the Company whether predicated on this Agreement or otherwise shall notconstitute a defense to the enforcement by the Company of such covenants. It is specifically agreedthat the period following the termination of the Executive’s employment with the Company duringwhich the agreements and covenants of the Executive made in this Section 13 shall be effective,shall be computed by excluding from such computation any time during which the Executive is inviolation of any provision of this Section 13.(e) Notwithstanding any of the foregoing, if any applicable law, judicial ruling or ordershall reduce the time period during which the Executive shall be prohibited from engaging in anycompetitive activity described in Section 13 hereof, the period of time for which the Executiveshall be prohibited pursuant to Section 13 hereof shall be the maximum time permitted by law.14. Notice. For the purposes of this Agreement, notices and all other communicationsprovided for in the Agreement (including the Notice of Termination) shall be in writing and shallbe deemed to have been duly given when personally delivered or sent by certified mail, returnreceipt requested, postage prepaid, addressed to the respective addresses last given by each partyto the other, provided that all notices to the Company shall be directed to the attention of thePresident with a copy to the Lead Director of the Board. All notices and communications shall bedeemed to have been received on the date of delivery thereof or on the third business day after themailing thereof, except that notice of change of address shall be effective only upon receipt.15. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any benefit, bonus, incentive or other plan orprogram provided by the Company or any of its subsidiaries and for which the Executive may qualify,nor shall anything herein limit or reduce such rights as the Executive may have under any otheragreements with the Company or any of its subsidiaries. Amounts which are vested benefits or whichthe Executive is otherwise entitled to receive under any plan or program of the Company or any ofits subsidiaries shall be payable in accordance with such plan or program, except as explicitlymodified by this Agreement.16. Settlement of Claims. The Company’s obligation to make the payments provided forin this Agreement and otherwise to perform its obligations hereunder shall not be affected by anycircumstances, including, without limitation, any set-off, counterclaim, recoupment, defense orother right which the Company may have against the Executive or others.17. Survival. The agreements and obligations of the Company and the Executive made inSections 6, 8, 9, 11, 13, 17 and 18 of this Agreement shall survive the expiration or terminationof this Agreement.
 
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18. Federal Income Tax Withholding. The Company may withhold from any compensation andother amounts payable under this Agreement all federal, state, city or other taxes as shall berequired pursuant to any law or governmental regulation or ruling.19. Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Arizona, without giving effect to the conflict of lawprinciples thereof.20. Severability. The provisions of this Agreement shall be deemed severable and theinvalidity or unenforceability of any provision shall not affect the validity or enforceability ofthe other provisions hereof.21. Miscellaneous. No provisions of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing and signed by theExecutive and the Company. No waiver by either party hereto at any time of any breach by the otherparty hereto or compliance with any condition or provision of this Agreement to be performed bysuch other party will be deemed a waiver of similar or dissimilar provisions or conditions at thesame or at any prior or subsequent time. Unless otherwise noted, references to “Sections” are tosections of this Agreement. The captions used in this Agreement are designed for convenientreference only and are not to be used for the purpose of interpreting any provision of thisAgreement.22. Entire Agreement. This Agreement (together with the Exhibits hereto and theExecutive’s indemnification agreement with the Company) constitutes the entire agreement betweenthe Parties and supersedes all prior agreements, understandings and arrangements, oral or written,between the parties hereto with respect to the subject matter hereof.23. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original and all of which together will constitute one and the sameagreement.24. Section 409A.(a) To the extent applicable, it is intended that this Agreement comply with the provisions ofSection 409A of the Code. This Agreement will be administered and interpreted in a mannerconsistent with this intent. The Company agrees to take all reasonable steps to ensure thatExecutive shall not be subject to any penalties with respect to any payments received hereunder.In the event that any guidance is issued by the Internal Revenue Service, or if a judicial decisionis rendered, to the effect that arrangements similar to this Agreement do not satisfy therequirements of Section 409A, the Company and Executive agree to take whatever reasonable actionsmay be necessary at such time in order to ensure that (i) the payments under this Agreement shallbe in compliance with Section 409A and (ii) the Executive shall not be subject to any penalty underSection 409A with respect to her receipt of such payments.
 
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(b) Notwithstanding anything contained herein to the contrary, any payments on account of atermination of employment that are subject to Section 409A shall not be madeuntil Executive would be considered to have incurred a “separation from service” from the Companywithin the meaning of Section 409A. To the extent required in order to avoid accelerated taxationand/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits thatwould otherwise be provided pursuant to this Agreement during the six-month period immediatelyfollowing Executive’s separation from service shall, if Executive is a “specified employee” withinthe meaning of Section 409A at the time of her separation from service, instead be paid on thefirst business day after the date that is six months following Executive’s separation from service(or Executive’s death, if earlier).(c) For purposes of this Agreement, each amount to be paid or benefit to be provided toExecutive pursuant to this Agreement shall be construed as a separate identified payment forpurposes of Section 409A.(d) With respect to expenses eligible for reimbursement under the terms of the Agreement, (i)the amount of such expenses eligible for reimbursement in any taxable year shall not affect theexpenses eligible for reimbursement in another taxable year (ii) any reimbursements of suchexpenses shall be made no later than the end of the calendar year following the calendar year inwhich the related expenses were incurred, except, in each case, to the extent that the right toreimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A;provided, however that with respect to any reimbursements for any taxes to which Executive becomesentitled under the terms of this Agreement, the payment of such reimbursements shall be made by theCompany no later than the end of the calendar year following the calendar year in which Executiveremits the related taxes; and (iii) the right to reimbursement is not subject to liquidation orexchange for any other benefit.*[Signature Page follows; remainder of this page is blank.]*
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.      **Company:**