Exhibit 10.44




	





Exhibit 10.44



EMPLOYMENT AGREEMENT










	 	     THIS
AGREEMENT, dated September 20, 2002, is made by and between Interpool, Inc., a Delaware
corporation (the “Company”), and Mitchell I. Gordon (the “Executive”).






	 	     WHEREAS,
the Board desires that the Company continue to employ the Executive and the Executive
desires to continue to furnish services to the Company on the terms and conditions
hereinafter set forth; and






	 	     WHEREAS,
the Board recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control exists and that such possibility, and the uncertainty
and questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its stockholders;
and






	 	     WHEREAS,
the Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company’s
management, including the Executive, to their assigned duties without distraction in the
face of potentially unsettling circumstances arising from the possibility of a Change in
Control.






	 	     NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the Company and the Executive hereby agree as follows:






	


     1. Defined
Terms. The definitions of capitalized terms used in this Agreement are provided in
the last Section hereof.



     2. Employment.
The Company hereby agrees to continue to employ the Executive, and the Executive hereby
agrees to continue such employment, on the terms and conditions hereinafter set forth.



     3. Term
of Agreement. Unless defined within the text hereof, the Term of this Agreement shall
commence on the date hereof and shall continue in effect through December 31, 2003; provided,
however, that on or before June 30 2003, the Company shall present the Executive
with either (i) an Employment Agreement for an additional one year term which may be
accepted or rejected by the Executive or (ii) notice not to extend the Term; and provided further, however,
that in the event that a Change in Control occurs during the Term, the Term and the
terms and conditions of this Agreement without exception shall expire no earlier than
thirty (30) months following the date of such Change in Control. 



     4. Position
and duties. During the Term, the Executive shall serve as Executive Vice President
and Chief Financial Officer of the Company and shall have those powers and duties of a
management nature consistent with such positions as are assigned to him from time to time
by the Chairman and Chief Executive Officer of the Company and President of the Company.
In the performance of his duties hereunder, the Executive shall report to the Chairman
and Chief Executive Officer and President of the Company. During the Term, the Executive
shall devote substantially all of his full business time, attention and energies to the
business of the Company as shall be necessary for him to carry out his obligations
hereunder. 



     5. Place
of Performance. During the Term, the Executive shall be based at the Company’s
offices in New York, New York, except for travel reasonably required for the performance
of the Executive’s duties hereunder.



     6. Compensation
and Related Matters.










	 	     (a)
Base Salary. During the Term, the Company shall pay the Executive an annual base
salary at a rate not less than $250,000.00 (the “Base Salary”) payable in
accordance with the Company’s regular payroll practice. 






	 	     (b)
Performance and Discretionary Bonus Opportunity. During the Term, the Executive
shall be entitled to receive a bonus in such amounts upon the successful conclusion of
the Performance Objectives listed on the attached Schedule “A” (the “Initial
Performance Bonuses”) and other, if any, additional bonuses in amounts determined by
the Board, in its sole discretion. Performance Bonuses shall be deemed earned and paid
upon the consummation of the Performance Objectives unless the Executive and the Company
shall mutually agree to a deferred payment date. In the event that the Company elects in
good faith not to pursue or conclude any of the transactions which are the basis for the
Executive’s Initial Performance Bonuses, the Company shall substitute a reasonably
comparable Performance Objective, that is, a Performance Objective which requires
substantially the same time and effort on the part of the Executive. At all times the
Company shall provide the Executive with Performance Objectives to enable the Executive
to earn an amount equal to or greater than the amount of the Initial Performance Bonuses.
Any additional discretionary bonus shall be paid to Executive in accordance with the
Company’s general practices with respect to year-end bonuses. 






	


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	 	     (c)
Additional Bonus. In addition to item (b) above, the Executive shall be entitled
to an additional bonus in the maximum amount of Two Hundred Thousand ($200,000.00)
comprised of the following components (i) Thirty Three Thousand Dollars ($33,000.00) if
the Company maintains an Investments Grade rating by either Moody’s or Standards and
Poors; (ii) To the extent that the current year net income exceeds that of the highest
previous year, the Executive shall be paid 3.33% of said increase; (iii) The Executive
shall be paid .5% of the increase in the common stock price to the extent that the 2003
average stock price exceeds the then established “high water mark”. 






	 	     (d)
Employee Benefits/Expenses. During the Term, employee benefits, vacation and
fringe benefits will be provided to the Executive in accordance with the plans and
policies of the Company for Executive officers, as in effect from time to time. The
Company shall reimburse the Executive for all reasonable business expenses incurred by
the Executive in performing his duties hereunder upon the presentation of itemized
statements and receipts for such expenses. 






	 	     (e)
The Company shall reimburse the Executive for all reasonable automobile lease and related
operation, maintenance and insurance costs. 






	


     7. Company’s
Covenants Summarized. In order to induce the Executive to remain in the employ of the
Company and in consideration of the Executive’s covenants set forth in Section 8
hereof, the Company agrees, under the conditions described herein, to pay the Executive
the Severance Payments and the other payments and benefits under the circumstances
described herein. 



     8. The
Executive’s Covenants. The Executive agrees that, subject to the terms and
conditions of this Agreement, in the event of a Change in Control during the Term, the
Executive will remain in the employ of the Company until the earliest of (a) the date
which is six months following the date of an agreement entered into by the Company, the
consummation of which would result in a Change in Control, or the public announcement by
the Company or any Person of an intent to take actions which, if consummated, would
result in a Change in Control, (b) the date of a Change in Control, (c) the date of
termination by the Executive of the Executive’s employment for Good Reason or by
reason of death, or Disability, or (d) the termination by the Company of the Executive’s
employment for any reason. 



     9. Termination
of Employment. The Executive’s employment hereunder may be terminated under the
following circumstances, in each case subject to the provisions of this Agreement.










	 	     (a)
The Executive’s employment hereunder shall terminate upon his death.






	 	     (b)
The Company may terminate the Executive’s employment hereunder for Disability or for
Cause.






	 	     (c)
The Executive may terminate his employment hereunder for Good Reason.






	 	     (d)
The Company may terminate the Executive’s employment hereunder other than for Cause
or Disability, and the Executive may terminate his employment hereunder other than for
Good Reason, in each case subject to the provisions of this Agreement.






	


     10. Compensation
During Period of Incapacity. During any period during the Term that the Executive
fails to perform his full-time duties with the Company as a result of incapacity due to
physical or mental illness, the Company shall pay the Executive’s full Base Salary
to the Executive at the rate in effect at the commencement of any such period, together
with all compensation and benefits payable to the Executive under the terms of any
compensation or benefit plan, program or arrangement maintained by the Company during
such period (other than any disability plan), until the Executive’s employment is
terminated by the Company for Disability. 



     11. Compensation
Upon Termination of Employment.










	 	     (a)
Death or Disability. If the Executive’s employment is terminated during the
Term by reason of his death or Disability, the Company shall pay to the Executive (or his
legal representatives or estate or as may be directed by the legal representatives of her
estate, as the case may be) (i) the Executive’s full Base Salary to the Executive
through the Date of Termination at the rate in effect immediately prior to the Date of
Termination, together with all compensation and benefits payable to the Executive through
the Date of Termination under the terms of the Company’s compensation and benefit
plans, programs or arrangements as in effect immediately prior to the Date of
Termination, (ii) the Executive’s accrued but unpaid Earned Bonus and accrued but
unused vacation days as of the Date of Termination, and (iii) the Executive’s normal
post-termination compensation and benefits as such payments become due. Such
post-termination compensation and benefits shall be determined under, and paid in
accordance with, the Company’s retirement, insurance and other compensation or
benefit plans, programs and arrangements as in effect immediately prior to the Date of
Termination. The amounts described in clauses (i), (ii) and (iii) of this Section 11(a)
are hereinafter referred to herein as the “Accrued Obligations.”






	


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	 	     (b)
Termination by the Company for Cause or By Executive Other than for Good Reason.
If the Executive’s employment shall be terminated during the Term by the Company for
Cause or by the Executive other than for Good Reason, the Company shall pay to the
Executive the Accrued Obligations. 






	 	     (c)
Termination By Company Other than for Cause or Disability or By Executive for Good
Reason. If the Executive’s employment is terminated during the Term by the
Company other than for Cause or Disability or by the Executive for Good Reason, the
Company shall pay to the Executive the Accrued Obligations and the Severance Payments
described in Section 12 below. 






	


     12. Severance
Payments and Benefits.










	 	     (a)
Severance Entitlement. If (i) the Executive’s employment is terminated during
the Term under the circumstances described in Section 11(c) hereof, in consideration of
the Executive’s covenant set forth in this Agreement including the covenant not to
compete set forth in Section 15 hereof, the Company shall pay the Executive the amounts,
and provide the Executive the benefits, described in this Section 12(a) (the “Severance
Payments”), in addition to the Accrued Obligations to which the Executive is
entitled under Section 11(c) hereof. 






	 	     (i)
In lieu of any further Base Salary payments to the Executive for periods subsequent to
the Date of Termination and in lieu of any severance benefit otherwise payable to the
Executive, the Company shall pay to the Executive a lump sum severance payment, in cash,
equal to two and one-half (2.5) times the prior three year average of the Executive’s
aggregate annual compensation which shall include base salary and all bonus amounts. 






	 	     (ii)
For the thirty (30) month period immediately following the Date of Termination, the
Company shall arrange to provide the Executive and his dependents health, life,
disability and accident insurance benefits under the then current plans in effect and
offered to the officers and employees of the Company. 






	 	     (iii)
Notwithstanding any provision of any annual or long-term incentive plan to the contrary,
the Company shall pay to the Executive a lump sum amount, in cash, equal any unpaid
annual bonus which has been allocated or awarded to the Executive for a completed fiscal
year or other measuring period preceding the Date of Termination under any such plan and
which, as of the Date of Termination, is contingent only upon the continued employment of
the Executive to a subsequent date. 






	 	     (b)(i)
Notwithstanding any other provisions of this Agreement, in the event that any payment or
benefit received or to be received by the Executive in connection with a Change in
Control or the termination of the Executive’s employment (whether pursuant to the
terms of this Agreement or any other plan, arrangement or agreement with the Company, any
Person whose actions result in a Change in Control or any Person affiliate with the
Company or such Person)(all such payments and benefits, including the Severance Payments,
being hereinafter referred to as the “Total Payments”) would be subject (in
whole or part), to the Excise Tax, then after taking into account any reduction in the
Total Payments provided by reason of section 280G of the Code in such other plan,
arrangement or agreement, the cash Severance Payments shall first be reduced, and the
noncash Severance Payment shall thereafter be reduced, to the extent necessary so that no
portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount
of such Total Payments, as so reduced (and after subtracting the net amount of federal,
state and local income taxes on such reduced Total Payments and after taking into account
the phase out of itemized deductions attributable to such reduced Total Payments) is
greater than or equal to (B) the net amount of such Total Payments without such reduction
(but after subtracting the net amount of federal, state and local income taxes on such
Total Payments and the amount of Excise Tax to which the Executive would be subject in
respect of such unreduced Total Payments).






	 	     (ii)
For purposes of determining whether and the extent to which the Total Payments will be
subject to the Excise Tax, (A) no portion of the Total Payments the receipt or enjoyment
of which the Executive shall have waived at such time and in such manner as not to
constitute a “payment” within the meaning of section 280G(b) of the Code shall
be taken into account, (B) no portion of the Total Payments shall be taken into account
which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to
the Executive and selected by the accounting firm (the “Auditor”) which was,
immediately prior to the Change in Control, the Company’s independent auditor, does
not constitute a “parachute payment”within the meaning of section 280G(b)(2) of
the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating
the Excise Tax, no portion of such Total Payments shall be taken into account which, in
the opinion of Tax Counsel, constitutes reasonable compensation for services actually
rendered, with the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base
Amount allocable to such reasonable compensation, and (C) the value of any non-cash
benefit or any deferred payment or benefit included in the Total Payments shall be
determined by the Auditor in accordance with the principles of sections 280G(d)(3) and
(4) of the Code.






	


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	 	     (iii)
At the time that payments are made under this Agreement, the Company shall provide the
Executive with a written statement setting forth the manner in which such payments were
calculated and the basis for such calculations including, without limitation, any
opinions or other advice the Company has received from Tax Counsel, the Auditor or other
advisors or consultants (and any such opinions or advice which are in writing shall be
attached to the statement). If the Executive objects to the Company’s calculations,
the Company shall pay to the Executive such portion of the Severance Payments (up to 100%
thereof) as the Executive determines is necessary to result in the proper application of
subsection (i) of this Section 12(b).






	 	     (c)
After a Change in Control, the Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive in disputing in good faith any issue hereunder
relating to the termination of the Executive’s employment, in seeking in good faith
to obtain or enforce any benefit or right provided by this Agreement or in connection
with any tax audit or proceeding to the extent attributable to the application of section
4999 of the Code to any payment or benefit provided hereunder. Such payments shall be
made within five (5) business days after delivery of the Executive’s written
requests for payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require.






	 	     (d)
Upon the occurrence of a Change in Control, all outstanding stock options granted to the
Executive under the Company’s 1993 Stock Option Plan for Executive Officers and
Directors (or other Company stock option plan or arrangement) which have not yet vested
as of the date of the Change in Control shall become fully vested and immediately
exercisable as of the date of the Change in Control.






	


     13. Termination
Procedures and Compensation During Dispute.










	 	     (a)
Notice of Termination. During the Term and after a Change in Control, any
purported termination of the Executive’s employment (other than by reason of death)
shall be communicated by written Notice of Termination from one party hereto to the other
party hereto in accordance with Section 17 hereof. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated. Further, after a Change in
Control, a Notice of Termination for Cause is required to include a copy of a resolution
duly adopted by the affirmative vote of not less than a majority of the entire membership
of the Board at a meeting of the Board which was called and held for the purpose of
considering such termination (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive’s counsel, to be heard before the
Board) finding that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying
the particulars thereof in detail. 






	 	     (b)
Date of Termination. “Date of Termination,” with respect to any purported
termination of the Executive’s employment during the Term, shall mean (i) if the
Executive’s employment is terminated for Disability, thirty (30) days after Notice
of Termination is given (provided that the Executive shall not have returned to the
full-time performance of the Executive’s duties during such thirty (30) day period),
and (ii) if the Executive’s employment is terminated for any other reason, the date
specified in the Notice of Termination (which, in the case of a termination by the
Company, shall not be less than thirty (30) days (except in the case of a termination for
Cause) and, in the case of a termination by the Executive, shall not be less than fifteen
(15) days nor more than sixty (60) days, respectively, from the date such Notice of
Termination is given). 






	 	     (c)
Dispute Concerning Termination. If within fifteen (15) days after any Notice of
Termination is given, or, if later, prior to the Date of Termination (as determined
without regard to this Section 13(c)), the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning the termination, the Date of
Termination shall be extended until the earlier of (i) the date on which the Term ends or
(ii) the date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a final judgment, order or decree of an arbitrator or a
court of competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected); provided,
however, that the Date of Termination shall be extended by a notice of dispute
given by the Executive only if such notice is given in good faith and the Executive
pursues the resolution of such dispute with reasonable diligence. 






	 	     (d)
Compensation During Dispute. If a purported termination occurs following a Change
in Control and during the Term and the Date of Termination is extended in accordance with
Section 13(c) hereof, the Company shall continue to pay the Executive his Base Salary in
effect when the notice giving rise to the dispute was given and continue the Executive as
a participant in all compensation, benefit and insurance plans in which the Executive was
participating when the notice giving rise to the dispute was given, until the Date of
Termination, as determined in accordance with Section 13(c) hereof. Amounts paid under
this Section 13(d) are in addition to all other amounts due under this Agreement (other
than those due under Section 10 and 11 hereof) and shall not be offset against or reduce
any other amounts due under this Agreement. 






	


     14. No
Mitigation. The Company agrees that, if the Executive’s employment with the
Company terminates during the Term, the Executive is not required to seek other
employment or to attempt in any way to reduce any amounts payable to the Executive by the
Company pursuant to Section 12 hereof or Section 13(d) hereof. Further, the amount of any
payment or benefit provided for in this Agreement (other than Section 12(a)(ii) hereof)
shall not be reduced by any compensation earned by the Executive as the result of
employment by another employer, by retirement benefits, by offset against any amount
claimed to be owed by the Executive to the Company, or otherwise. 



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     15. Confidentiality;
Nonsolicitation, Noncompetition.










	 	     (a)
The Executive covenants and agrees:






	 	     (i)
That he will not knowingly divulge any material or confidential proprietary matters of
the Company which are not otherwise in the public domain, including, without limitation,
financial records, trade secrets, business plans, pricing policies, and customer lists,
except as required in the course of performing duties hereunder or as required by law,
regulation or judicial or other legal process, either during or after the termination of
employment by the Company; 






	 	     (ii)
That he will deliver to the Company on termination of his employment by the Company, at
the Company’s expense all memoranda, notes, records, reports and other documents,
and all copies thereof, relating to the business of the Company which he obtained while
employed by, or otherwise serving or acting on behalf of, the Company, and which he may
then possess or have under his control. 






	 	     (iii)
That during the Term the Executive, alone or together with any other person, firm,
partnership, corporation or other entity whatsoever, except any subsidiaries or
affiliates of the Company, directly or indirectly, whether as an officer, director,
stockholder, partner, proprietor, associate, employee, representative, landlord,
sublandlord, public relations or advertising representative, management consultant or
otherwise, will not engage in, or become or be interested in or associated with, any
other person, corporation, firm, partnership or other entity whatsoever engaged in a
business in which the Company shall then be engaged in or in which the Company within the
preceding twelve (12) months engaged in or at any time during such period was the subject
of a formal business proposal which the Company was actively considering. 






	 	     (b)
With respect to employment after termination of the Executive’s employment with the
Company:






	 	     (i)
Throughout his employment and for a period of two (2) years after termination of his
employment, he will not directly or indirectly, induce or attempt to influence any
employee of the Company to leave its employ; aid or agree to aid any competitor, customer
or supplier of the Company in any attempt to hire any person who shall have been employed
by the Company within the 365 day period next preceding such requested aid; induce or
attempt to influence any person or business entity who was a customer or supplier of the
Company during any portion of said period to transact business with a competitor of the
Company; or participate in planning for or accept any employment or any other association
with any company which then employs more than two former employees of Company within the
365 day period next preceding his termination of employment with the Company without the
prior written consent of the Company. 






	 	     (ii)
Throughout his employment and for a period of two (2) years after termination of his
employment, he will not directly or indirectly, become interested in, or otherwise become
employed by or act as a consultant or lender to, or render any services to, or become a
director, officer, employee, principal, agent, stockholder, manager, member, owner or
partner of, or employer of any business or organization (a “Competing Business”)
which engages in the business of transmodal chassis and transmodal dry freight container
leasing; provided, however, that notwithstanding the foregoing, it shall not
be a violation of this Section 15(b)(ii) for the Executive to become the registered or
beneficial owner of up to two percent (2%) of any class of the capital stock of a
Competing Business registered under the Securities Exchange Act of 1934, as amended,
provided that the Executive does not otherwise participate in the business of such
corporation. 






	 	     (c)
Remedies for Breach. The Executive agrees that the remedy at law for any breach or
threatened breach of any covenant contained in this Section 15 will be inadequate and
that the Company, in addition to such other remedies as may be available to it in law or
in equity, shall be entitled to institute proceedings in any court or courts of competent
jurisdiction to obtain damages for breach of this Agreement and permanent injunctive
relief without bond or other security. The parties further agree that the Company shall
be entitled to apply to any court having jurisdiction for temporary injunctive relief
pending permanent injunctive relief in arbitration. 






	


     16. Successors;
Binding Agreement.










	 	     (a)
In addition to any obligations imposed by law upon any successor to the Company, the
Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of
the Company to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in the same
amount and on the same terms as the Executive would be entitled to hereunder if the
Executive were to terminate the Executive’s employment for Good Reason after a
Change in Control, except that, for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of Termination. 






	


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	 	     (b)
This Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive shall die while any amount would
still be payable to the Executive hereunder (other than amounts which, by their terms,
terminate upon the death of the Executive) if the Executive had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the executors, personal representatives or administrators of
the Executive’s estate. 






	


     17. Notices.
For the purpose of this Agreement, notices and all other communications provided for in
the Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed, if to the Executive, to the address inserted below the Executive’s
signature on the final page hereof and, if to the Company, to the address set forth
below, or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be
effective only upon actual receipt: 



To the Company:










	 	Interpool, Inc.

211 College Road East

Princeton, New Jersey 08540

Attention: [Chief Executive Officer]






	


     18. Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive and such
officer as may be specifically designated by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or of any lack of compliance
with, any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. This Agreement supersedes any other agreements or
representations, oral or otherwise, express or implied, with respect to the subject
matter hereof which have been made by either party. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of the State
of New Jersey. All references to sections of the Exchange Act or the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments provided for
hereunder shall be paid net of any applicable withholding required under federal, state
or local law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under this Agreement which by their nature
may require either partial or total performance after the expiration of the Term
(including, without limitation, those under Sections 12 and 13 hereof) shall survive such
expiration. 



     19. Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.



     20. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.



     21. Settlement
of Disputes; Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in New York, New York in
accordance with the rules of the American Arbitration Association then in effect;
provided, however, that the evidentiary standards set forth in this Agreement shall
apply. Judgment may be entered on the arbitrator’s award in any court having
jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the
Executive shall be entitled to seek specific performance of the Executive’s right to
be paid until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement. 



     22. Definitions.
For purposes of this Agreement, the following terms shall have the meanings indicated
below:










	 	     (a)
“Accrued Obligations” shall have the meaning set forth in Section 11(a) hereof.






	 	     (b)
“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Exchange Act. 






	 	     (c)
“Auditor” shall have the meaning set forth in Section 12(b) hereof.






	 	     (d)
“Base Amount” shall have the meaning set forth in section 280G(b)(3) of the
Code.






	


44















	 	     (e)
“Base Salary” shall have the meaning set forth in Section 6(a) hereof.






	 	     (f)
“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the
Exchange Act.






	 	     (g)
“Board” shall mean the Board of Directors of the Company.






	 	     (h)
“Cause” for termination by the Company of the Executive’s employment
shall mean: (i) the Executive’s conviction of a felony or (ii) the willful and
substantial failure by the Executive to perform the Executive’s services as provided
herein for a period continuing for more than ten (10) days after the issuance of a Notice
of Termination by the Company to the Executive, which notice shall specify in reasonable
detail the details of such failure to perform. For purposes of clause (ii) of this
definition, (x) no act, or failure to act, on the Executive’s part shall be deemed
“willful” unless done, or omitted to be done, by the Executive not in good
faith and without reasonable belief that the Executive’s act, or failure to act, was
in the best interest of the Company and (y) after a Change in Control and during the
Term, in the event of a dispute concerning the application of this provision, no claim by
the Company that Cause exists shall be given effect unless the Company establishes to the
Board by clear and convincing evidence that Cause exists. 






	 	     (i)
A “Change in Control” shall be deemed to have occurred if the event set forth in
any one of the following paragraphs shall have occurred: 






	 	     (i)
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company (not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates) representing 50% or more
of the combined voting power of the Company’s then outstanding securities, excluding
any Person who becomes such a Beneficial Owner in connection with a transaction described
in clause (A) of paragraph (iii) below; or 






	 	     (ii)
the following individuals cease for any reason to constitute a majority of the number of
directors then serving: individuals who, on the date hereof, constitute the Board and any
new director (other than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose appointment or
election by the Board or nomination for election by the Company’s stockholders was
approved or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended; or 






	 	     (iii)
there is consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation, other than (A) a merger or
consolidation immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the board of directors of the
Company, the entity surviving such merger or consolidation or any parent thereof (or a
majority plus one member where such board comprises an odd number of members), or (b) a
merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner, directly of
indirectly, of securities of the Company (not including in the securities Beneficially
Owned by such Person any securities acquired directly from the Company or its Affiliates)
representing 50% or more of the combined voting power of the Company’s then
outstanding securities; or 






	 	     (iv)
there is consummated an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity, at least
51% of the combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their ownership of
the Company immediately prior to such sale, or the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company. 






	 	     Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of
the consummation of any transaction or series or integrated transactions immediately
following which the record holders of the common stock of the Company immediately prior
to such transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of the assets of
the Company immediately following such transaction or series of transactions. 






	 	     (j)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.






	 	     (k)
“Company” shall mean Interpool, Inc. and, except in determining under Section
21(i) hereof whether or not any Change in Control of the Company has occurred, shall
include any successor to its business and/or assets which assumes and agrees to perform
this Agreement by operation of law, or otherwise. 






	 	     (l)
“Date of Termination” shall have the meaning set forth in Section 13(b) hereof.






	


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	 	     (m)
“Disability” shall be deemed the reason for the termination by the Company of
the Executive’s employment, if, as a result of the Executive’s incapacity due
to physical or mental illness, the Executive shall have been absent from the full-time
performance of the Executive’s duties with the Company for a period of six (6)
consecutive months, the Company shall have given the Executive a Notice of Termination
for Disability, and, within thirty (30) days after such Notice of Termination is given,
the Executive shall not have returned to the full-time performance of the Executive’s
duties. 






	 	     (n)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time.






	 	     (o)
“Excise Tax” shall mean any excise tax imposed under Section 4999 of the Code.






	 	     (p)
“Executive” shall mean the individual named in the first paragraph of this
Agreement.






	 	     (q)
“Good Reason” for termination by the Executive of the Executive’s
employment shall mean the occurrence following a Change in Control (without the Executive’s
express written consent) of any one of the following acts by the Company, or failures by
the Company to act, 






	 	     (i)
the assignment to the Executive of any duties inconsistent with the Executive’s
status as the Chief Financial Officer and Executive Vice President and executive officer
of the Company as compared to the Executive’s duties and status on the date hereof
(and as such duties and status may be increased hereafter), or a substantial adverse
alteration or change in the scope, nature or status of any of the Executive’s
responsibilities from the scope, nature or status on the date hereof (and as the scope,
nature and status of such responsibilities may be increased hereafter), including, but
not limited to, responsibilities as the executive officer having primarily responsibility
for the Company’s accounting functions (including reporting and disclosure thereof),
budget functions, strategic planning, and the identification, pursuit and implementation
of acquisition and dispositions and other extraordinary transactions. 






	 	     (ii)
a reduction by the Company in the Executive’s total cash compensation measured by
reference to the sum of the Executive’s Base Salary and Performance Bonuses as of
the date hereof. 






	 	     (iii)
the relocation of the Executive’s principal place of employment to a location
outside of New York City or the Company’s requiring the Executive to be based
anywhere other than the Executive’s principal place of employment (or permitted
relocation thereof) as set forth in Section 5 of this Agreement, except for required
travel on the Company’s business to an extent substantially consistent with the
Executive’s present business travel obligations. 






	 	     (iv)
the failure by the Company to continue to provide the Executive with employee benefits
substantially similar to those enjoyed by the Executive under any of the Company’s
retirement, savings, life insurance, medical, health and accident, or disability plans in
which the Executive was participating immediately prior to the Change in Control. 






	 	     (v)
any purported termination of the Executive’s employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of Section 13(a) hereof;
for purposes of this Agreement, no such purported termination shall be effective. The
Executive’s continued employment shall not constitute consent to, or a waiver of
rights with respect to, any act or failure to act constituting Good Reason hereunder. 






	 	     For
purposes of any determination regarding the existence of Good Reason, any claim by the
Executive that Good Reason exists shall be presumed to be correct unless the Company
establishes to the Board by clear and convincing evidence that Good Reason does not
exist. 






	 	     (r)
“Notice of Termination” shall have the meaning set forth in Section 13(a)
hereof.






	 	     (s)
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of
stock of the Company. 






	 	     (t)
“Severance Payments” shall have the meaning set forth in Section 12(a) hereof.






	 	     (u)
“Tax Counsel” shall have the meaning set forth in Section 12(b) hereof.






	 	     (v)
“Term” shall mean the period of time described in Section 3 hereof (including
any extension, continuation or termination described therein). 






	


46















	 	     (w)
“Total Payments” shall mean those payments so described in Section 12(b)
hereof.






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






			INTERPOOL, INC.



By: /s/ Martin Tuchman

——————————————

Name: Martin Tuchman

Title: CEO





/s/ Mitchell I. Gordon

——————————————

EXECUTIVE







	


47








SCHEDULE “A”









	Performance Objective
	Performance Bonus

	 
	Subscription Rights Offering	$100,000.00 
	 
	Chassis Securitization Financing	$100,000.00 
	 
	Additional Convertible Security Offering	$100,000.00 






	


48