**Exhibit 10.15**

 

**EMPLOYMENT AGREEMENT**

 

THIS AGREEMENT is made as of March 25,2005 between Williams Scotsman, Inc., a corporation (hereinafter called “theCompany”), and Robert C. Singer, an individual (hereinafter called “Employee”).

 

W I T N E S S E T H

 

The Company wishes to employ Employee andEmployee wishes to enter into the employ of the Company on the terms andconditions contained in this Agreement.

 

NOW, THEREFORE, in consideration of thefacts, mutual promises and covenants contained herein, and intending to belegally bound hereby, the Company and Employee agree as follows:

 

# 1.                                       Employment.  The Company agrees to employEmployee in the position of Executive Vice President and Chief FinancialOfficer under the terms, conditions, and restrictions contained in thisAgreement.

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# 2.                                       Duties and Responsibilities.

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## (a)                                  Employee agrees toperform such duties and responsibilities normally associated with the positionof Executive Vice President and Chief Financial Officer and as may be assignedto Employee from time to time by the Company’s President and Chief ExecutiveOfficer.

 

## (b)                                 During his employmentwith the Company, Employee shall devote his entire working time, energy, skilland best efforts to the performance of his responsibilities hereunder in amanner which will faithfully and diligently further the business and interestof the Company.  In particular, duringhis employment with the Company, Employee may not be employed by or otherwiseprovide any services in exchange for compensation to any other company, unlesshe obtains prior written authorization from the President and Chief ExecutiveOfficer.  In no case may Employee duringhis employment with the Company provide any services to or receive anycompensation from any competitor of the Company.

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# 3.                                       Compensation.

 

## (a)                                  For all of theservices rendered by Employee to the Company, Employee shall receive a biweeklysalary in the gross amount of  ElevenThousand Five Hundred Thirty-Eight Dollars and 46 cents ($11,538.46), lesstaxes and other deductions required by law, payable in accordance with theCompany’s regular payroll practices in effect from time to time.

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## (b)                                 In addition toEmployee’s base salary, the Employee shall be eligible for a ManagementIncentive of $125,000 for plan year 2005 (subject to the plan’s terms andconditions).  Employee will also beeligible for participation in the Company’s Stock Option Plan.  30,000 options will be granted in calendaryear 2005 with a grant price of $50.67.

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## (c)                                  During hisemployment, Employee may be eligible to participate in the Company’s insuranceand other benefit plans, policies and programs, subject to their respectiveeligibility requirements and other terms, conditions, restrictions andexclusions.  Nothing herein shallpreclude or otherwise restrict the Company’s right to modify or terminate anyinsurance or other benefit plan, policy or program as it deems appropriate inits sole discretion.

 

## (d)                                 Employee shall beeligible for increases and additional management incentives that are offered atthe Company’s discretion.

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# 4.                                       Termination of Employment.  Eitherparty can terminate this Agreement and the employment relationship between theparties at any time and for any or no reason by providing the other partytwenty-eight (28) calendar days’ written notice, which notice the Company canwaive, in whole or in part, in its sole discretion, by paying Employee for suchtime; provided however, the Company can terminate this Agreement and Employee’semployment immediately without any prior notice in the event there is “Cause”as defined in Paragraph 5(c) below or in the event of Employee’sdeath.

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# 5.                                       Post-Termination Payment.

 

## (a)                                  Except as provided inParagraph 5(b) and 5(f) below, Employee (or his estate) shallnot be eligible for any payments from the Company subsequent to the terminationof his employment if he:

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### (i)                                     Voluntarilyresigns;

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### (ii)                                  Dies;

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### (iii)                               Is discharged by theCompany for “Cause” as defined below; or

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### (iv)                              Is discharged by theCompany without “Cause” as defined below on or after March 24, 2008.

 

## (b)                                 If Employee isdischarged without “Cause” as defined below prior to March 24, 2008 theCompany shall continue Employee’s then existing salary for a period of twelve(12) months provided that Employee executes at the time of his termination ofemployment a General Release satisfactory to the Company of any and all claimswhich he may have arising out of or relating to his employment with and/ortermination of employment by the Company. Any pay which Employee receives in lieu of notice pursuant toParagraph 4 above shall offset the Company’s obligation, if any, underthis Paragraph 5(b).  The Companyalso reserves the right, in its sole discretion, to make the severance paymentsprovided for in this Paragraph in a lump sum.

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## (c)                                  “Cause,” for purposesof this Agreement, shall include, but not be limited to:  willful misconduct, fraud, misappropriation,embezzlement, gross negligence, self-dealing, dishonesty, misrepresentation,charged with or convicted of any felony or misdemeanor, material violation byEmployee of any Company policy or provision of this Agreement. “Cause” alsoshall include Employee’s inability to perform the essential functions of his orher job, for any reason, for a total of thirteen (13) weeks or more in anyrolling six (6) month period.

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## (d)                                 The termination ofEmployee’s employment either by Employee or by the Company, whether with orwithout Cause, shall not release Employee from Employee’s obligations andrestrictions under Paragraphs 6 and 7 of this Agreement.

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## (e)                                  Nothing in thisAgreement shall restrict the right of the Company to terminate Employee’semployment, with or without Cause, pursuant to Paragraph 4 above.

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## (f)                                    Regardless of thereason for the termination of Employee’s employment, whether by Employee or theCompany, whether with or without Cause, whether or not due to Employee’s death,Employee (or his estate) will receive pay for any days actually worked byEmployee prior to the termination of his employment and any pay for accrued butunused paid time off benefits, to the extent Employee may be eligible for sameunder the Company’s policies.

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## (g)                                 Regardless of thereason for the termination of Employee’s employment, whether by Employee or theCompany, whether with or without Cause, whether or not due to Employee’s death,Employee (or his estate) shall not be eligible for any Company-paid benefitssubsequent to the termination of his/her employment.  In particular, and by way of example only,Employee’s eligibility to continue to participate in the Company’s group healthplan pursuant to COBRA shall be at his sole expense effective on the first dayof the month following the month in which his employment terminates, subject toCOBRA’s eligibility requirements and other terms, conditions, restrictions andexclusions.

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## (h)                                 Other than asspecifically set forth in this Paragraph 5, Employee shall not be eligiblefor any payments from the Company subsequent to the termination of hisemployment.  In particular, if Employeereceives payment(s) pursuant to Paragraph 5(b) above, such paymentsare in lieu of and not in addition to any payments to which he otherwise wouldbe entitled under any Company Severance Policy or Plan that may exist or becreated or amended in the future.

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# 6.                                       Company Property.

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## (a)                                  Any and all writings,inventions, improvements, processes, procedures and/or techniques whichEmployee may make, conceive, discover or develop, either solely or jointly withany other person or persons, at any time during his employment with theCompany, whether during working hours or at any other time and whether at therequest or upon the suggestion of Company or otherwise, which relate to or areuseful in connection with any business now or hereafter carried on orcontemplated by the Company, including developments or expansions of itspresent fields of operations, shall be the sole and exclusive property of theCompany.  Employee shall make fulldisclosure to the Company of all such writings, inventions, improvements,processes, procedures and techniques, and shall do everything necessary ordesirable to vest the absolute title thereto in the Company.  Both during and after his employment with theCompany, regardless of the reason for the termination, whether by Employee orthe Company, whether with or without cause, Employee shall write and prepareall specifications and procedures regarding such inventions, improvements,processes, procedures and techniques and otherwise aid and assist the Companyso that the Company can prepare and present applications for copyright orLetters Patent therefore and can secure such copyright or Letters Patentwherever possible, as well as reissues, renewals, and extensions thereof, andcan obtain the record title to such copyright or patents, or enforce copyrightsor patents, so that the Company shall be the sole and absolute owner thereof inall countries in which it may desire to have copyright or patent protection.  Employee shall not be entitled to anyadditional or special compensation or reimbursement regarding any and all suchwritings, inventions, improvements, processes, procedures and techniques,except that the Company shall reimburse Employee for any expenses whichEmployee may incur in vesting absolute title thereto in the Company.

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## (b)                                 Employee acknowledgesthat all documents, records, files, computer programs and data in his/herpossession or custody, whether made by Employee or any other person, relatingto products/services offered by or other activities of the Company (whether ornot the information contained therein is deemed confidential), are and shallremain the sole and exclusive  propertyof the Company.

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## (c)                                  Immediately upon thetermination of Employee’s employment, whether initiated by Employee or theCompany, whether with or without Cause, Employee shall deliver to the Company’sPresident and Chief Executive Officer, retaining no copies, all Companyproperty (for example, keys and credit cards) and all documents, records, files,computer programs and other data or other writings relating to the Company’sbusiness, regardless of where or by whom said writings were kept or prepared.

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# 7.                                       Confidentiality and Covenants Against Interference.

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## (a)                                  During the course ofEmployee’s employment with the Company, Employee may, from time to time, beplaced in a position of trust and confidence in which he/she receives orcontributes to the creation of confidential and/or proprietary informationrelative to the operations of the Company. This confidential and/or proprietary information includes, but is notlimited to:  business, manufacturing,marketing, legal and accounting methods, policies, plans, procedures,strategies and techniques; information concerning the Company’s earnings,production volumes and methods for doing business; research and developmentprojects, plans and results; trade secrets (e.g., formulas, methods,processes and specifications) and technical information; the names andaddresses of the Company’s employees, vendors, suppliers, distributors,customers, potential customers and former customers; customer lists; pricing,credit and financial information; and any other data or information relating tothe business of the Company which is not generally known by and readily accessibleto the public.  Employee may use and/ordisclose confidential and/or proprietary information only during his employmentwith the Company and only as necessary to further the Company’s interests.  During his employment with the Company and atall times thereafter, regardless of the reason for the termination, whether byEmployee or the Company, whether with or without Cause, Employee shall not usefor his personal benefit or for any purpose which does not further and/or whichis inconsistent with the interests of the Company, or disclose, communicate ordivulge to any person, firm, association, or company other than the Company,any confidential and/or proprietary information which he will acquire in thecourse of his employment and which is not generally known by and/or readilyaccessible to the public.

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## (b)                                 For a period ofone (1)year after the termination of his employment with the Company, forany reason, whether by Employee or the Company, whether with or without Cause,Employee shall not, for his own benefit or for the benefit of any third party,directly or indirectly, in any capacity (as an employee, independentcontractor, owner or otherwise) participate in any of the following activities:

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### (i)                                     Induce or attemptto induce any employee of the Company to terminate his or her employment withthe Company or any prospective employee not to establish a relationship withthe Company;

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### (ii)                                  Induce or attempt toinduce any current customer to terminate its/his/her relationship with theCompany or any potential customer not to establish a relationship with theCompany; or

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### (iii)                               Solicit or do anysolicited or unsolicited business which would compete with the Company’sbusiness with any current customer or former customer within two (2) yearsof date of termination.

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### In light of the fact that the Company’scustomers and sales are throughout the entire United States, the restrictionsset forth in this Paragraph 7(b) shall apply throughout the entireUnited States.

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## (c)                                  Employee acknowledgesand agrees that, in view of the nature of the business in which the Company isengaged, the restrictions contained in Paragraphs 7(a) and 7(b) aboveare reasonable and necessary to protect the legitimate interests of the Company,and that any violation thereof would result in irreparable injuries to theCompany, and Employee therefore acknowledges and agrees that, in the event ofhis violation of any of these restrictions, the Company shall be entitled toobtain from any court of competent jurisdiction preliminary and permanentinjunctive relief as well as damages and an equitable accounting of allearnings, profits and other benefits arising from such violation, which rightsshall be cumulative and in addition to any other rights or remedies to whichthe Company may be entitled.

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## (d)                                 Employee furtheragrees that if any or any portion of the foregoing covenants, or theapplication thereof, is construed to be invalid or unenforceable, the remainderof such covenant or covenants shall not be affected and the remaining covenantor covenants shall then be given full force and effect without regard to theinvalid or unenforceable portion(s).  Ifa covenant is held to be unenforceable because of the area covered, theduration thereof and/or the scope thereof, Employee agrees that the courtmaking such determination shall have the power to reduce the area and/or theduration and/or scope thereof, and the covenant shall then be enforceable inits reduced form.

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## (e)                                  In the event Employeeviolates any of the restrictions contained in this Paragraph 7, theCompany shall have the right, in its sole discretion, to cease making anypayments to Employee which otherwise may be required pursuant toParagraph 5(b) above; however, this shall not affect the validity orenforceability of the covenants in Paragraphs 7(a) and 7(b) above,which shall remain in full force and effect.

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## (f)                                    Employeeacknowledges that he is not eligible for the Severance Payments set forth inparagraph 5(b) above under any other policy, plan, agreement or practice andthat the potential to receive these Severance Payment in addition to theCompany’s hiring of Employee constitutes adequate consideration for Employee’sagreeing to be bound by the covenants contained in this Paragraph 7.

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## (g)                                 Employee representsand warrants that the knowledge, skill and abilities he possesses at the timeof his execution of this Agreement are sufficient to permit him to earn aliving  during the Restrictive Periodwhile honoring his commitments set forth in this Agreement.

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# 8.                                       Prior Agreements.  Employee represents to theCompany that:

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## (a)                                  There are norestrictions, agreements or understandings whatsoever to which Employee is aparty which would prevent or make unlawful his execution of this Agreement orhis employment hereunder;

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## (b)                                 There are noagreements, restrictions or understandings whatsoever to which Employee is aparty which place any limitations as to the companies or individuals with whomhe may do business;

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## (c)                                  His execution of thisAgreement and his employment hereunder shall not constitute a breach of anycontract, agreement or understanding, oral or written, to which he is a partyand by which he is bound; and

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## (d)                                 He is free and able toexecute this Agreement and to enter into employment by the Company.

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# 9.                                       Miscellaneous.

 

## (a)                                  Waiver.  The waiver by the Company of a breach of anyprovision of this Agreement by Employee shall not operate or be construed as awaiver of any subsequent breach by Employee. No waiver shall be valid, unless signed in writing by the Company’sPresident and Chief Executive Officer.

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## (b)                                 Controlling Law.This Agreement shall be governed by and construed in  accordance with the laws of the State ofMaryland.  Further, the parties herebyagree that the venue for any action, suit or proceeding related to or arisingout of this Agreement will be Baltimore County, Maryland.  The parties agree and consent that theCircuit Court for Baltimore County shall have exclusive jurisdiction over anyaction, suit or proceeding related to or arising out of the Agreement and thatthe parties irrevocably submit to the jurisdiction of that court.

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## (c)                                  Successors andAssigns.  This Agreement shall bebinding upon and inure to the benefit of the parties hereto and theirrespective heirs and successors.  TheCompany may assign this Agreement to any person or entity, including, but notlimited to, any successor, parent, subsidiary or affiliated entity of theCompany.  The Company also may assignthis Agreement in connection with any sale or merger (whether a sale or mergerof stock or assets or otherwise) of the Company or the business of the Company.Employee expressly consents to the assignment of the Confidentiality and CovenantsAgainst Interference provision set forth in Paragraph 7 above of thisAgreement to any new owner of the Company’s business or purchaser of theCompany.  Employee may not assign,pledge, or encumber his interest in this Agreement, or any part thereof, withoutthe written consent of the Company.

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## (d)                                 Execution inCounterparts.  This Agreement may beexecuted in any number of counterparts, each of which shall be deemed to be anoriginal as against any party whose signature appears thereon, and all of whichshall together constitute one and the same instrument.

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## (e)                                  ProvisionsSeparable.  The provisions of thisAgreement are independent of and separable from each other, and no provisionshall be affected or rendered invalid or unenforceable by virtue of the factthat for any reason any other or others of them may be invalid or unenforceablein whole or in part.

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## (f)                                    Entire Agreement.  This Agreement contains the entireunderstanding between the parties hereto with respect to the subject matterhereof, and supersedes any and all prior and contemporaneous agreements andunderstandings, inducements or conditions, express or implied, oral orwritten.  The express terms hereofcontrol and supersede any course of performance and/or usage of the tradeinconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreementin writing and signed by the Company’s President and Chief Executive Officer.

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## (g)                                 Paragraph Headings.  The paragraph headings in this Agreement arefor convenience only; they form no part of this Agreement and shall not affectits interpretation.

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## (h)                                 Survival.  The covenants and requirements contained inParagraph 6 and 7 above shall survive the termination of Employee’semployment.

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IN WITNESS WHEREOF, the parties execute anddeliver this Agreement.

 

WilliamsScotsman, Inc.

 

 
| By: /s/                    | Gerard E.  Holthaus                           |   | By: /s/           | Robert C.  Singer |   |   |
|----------------------------|-----------------------------------------------|--------|-------------------|-------------------|--------|--------|
|                       | Gerard E.  Holthaus,                          |   | Robert C.  Singer |              |
|                       | President &  Chief Executive Officer |   |
|                       |                                          |   |
|                       |                                          |   |
| Date: March 25,  2005 | Date: March 25,  2005                    |   |

 

 

 

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