Exhibit 10.1


 




	
  

  	
  GENERAL RELEASE
  This General Release, dated as of August 26, 2013 (hereinafter referred to as
  the “Agreement”), confirms the following understandings and agreements by and
  among Interpool, Inc., d/b/a TRAC Intermodar®, a Delaware corporation (the
  “Company”), SCT Chassis Inc., a Marshall Islands corporation (“SCT”),
  Seacastle Inc., a Marshall Islands corporation (“Seacastle”) and David
  Serxner (hereinafter referred to as “you” or “your”). 1. (a) Your employment
  with the Company will terminate at the close of business on September 25,
  2013 (the “Termination Date”). During the period commencing on the date
  hereof and ending on the Termination Date (the “Interim Employment Period”):
  (i) you will not be expected to report to the Company’s offices or to perform
  duties as Senior Vice President, Operations; (ii) you will continue to be an
  employee of the Company and otherwise act in a loyal manner (except that the
  Company acknowledges that you are free to engage in a search for future
  employment); (iii) subject to reasonable notice, you will diligently provide
  such transitional and other assistance as may he requested from time to time
  by the Company; (iv) you will receive your base salary at an annualized rate
  of $305,000.00 (less any monies you owe the Company), payable in accordance
  with the Company’s normal payroll practices; and (v) you will be entitled to
  all other benefits and entitlements to which you were entitled immediately
  prior to the Interim Employment Period (although you acknowledge that (x)
  except as otherwise explicitly stated in this Agreement, you will not be
  entitled to receive a bonus at the end of the Interim Employment Period, and
  (y) your base salary, benefits and entitlements during the Interim Employment
  Period will cease if you fail to remain an employee in good standing
  throughout the Interim Employment Period). (b) Your medical, dental and
  vision coverage (the “Health Coverage”) under the Company’s group health plan
  will terminate on the last day of the month in which the Termination Date
  occurs (the actual date of coverage termination, the “Coverage End Date”).
  After the Coverage End Date, you will be provided an opportunity to continue,
  at your own cost, Health Coverage for yourself and qualifying dependents
  under the Company’s group health plan in accordance with the Consolidated
  Omnibus Budget Reconciliation Act (“COBRA”). Specific information on COBRA,
  including its rate structure, will be forwarded to you separately. Your
  coverage and cost levels arc subject to adjustment in accordance with the
  terms of the documents governing the program. (c) Your basic life insurance,
  long term disability insurance. short term disability insurance and
  accidental death and dismemberment insurance under the Company’s group
  insurance plan will terminate on your Termination Date. (d) Except as
  otherwise specifically set forth in this Agreement, after the Termination
  Date you shall no longer be entitled to any further compensation or any
  monies from the Company or any of its affiliates or to receive any of the
  benefits made available to you during your employment at the Company.

  






 















	
  

  	
  (e) In the pay
  period following the Termination Date, you will receive payment for any
  accrued and unused 2013 vacation days. (f) You acknowledge and agree that you
  remain bound by all non-competition, non-solicitation, non-disparagement, and
  confidentiality restrictions set forth in Sections 5 and 6 of your Management
  Shareholder Agreement with Seacastle, SCT and the Company, dated June 1, 2012
  (the “MSA”). (g) You hereby agree that your execution of this Agreement
  constitutes resignation from any and all positions you hold with the Company
  and its affiliates, with such resignation to take effect as of the
  Termination Date, and you hereby agree to execute any documentation provided
  to you by the Company (whether before or after the date you execute this
  Agreement) to effect such resignation. 2. Following the Effective Date (as
  defined in Section 16 below), and contingent upon your (i) complying with
  this Agreement; and (ii) executing this Agreement after the Termination Date
  (and not revoking your consent thereto pursuant to Section 16, below), the
  Company agrees to the following: (a) The Company agrees to pay you
  $305,000.00 (the equivalent of twelve (12) months’ base pay) as severance,
  less any monies you may owe the Company. Such amount shall be paid in equal
  monthly installments, in accordance with the normal payroll practices of the
  Company, during the twelve month period commencing on the first payroll date
  following the Effective Date. (b) The Company further agrees to pay you a
  cash bonus payment equal to $220,950.00 (the “Bonus Amount”). The Bonus
  Amount shall be paid to you in one lump sum in accordance with the regular
  payroll practices of the Company on or around the time that employees of the
  Company receive bonuses in respect of the fiscal year in which the
  Termination Date occurred. You acknowledge and agree that absent this
  Agreement, you have no contractual entitlement to a bonus, as Company policy
  requires that you remain an active Company employee on the payment date of
  any Company bonus. (c) Pursuant to the terms of the MSA, you were granted 75,000
  shares of the common stock of SCT (the “SCT Shares”) which began vesting in
  one-forth (1/4) increments on the Grant Date (as defined in the MSA) and
  thereafter on January 1st or each of the three years following such date. As
  of the Termination Date, you were vested in a total of 18,594 SCT Shares (the
  “Initial Vested Shares”) (which number reflects the two 1/4 increments that
  had vested as of such date less the 18,906 SCT Shares you elected to have the
  Company withhold in connection with the cashless vesting feature of the SCT
  Shares). (d) As further consideration for your executing this Agreement after
  the Termination Date (and not revoking your consent thereto pursuant to
  Section 16, below), an additional 18,750 SCT Shares shall vest upon the
  Effective Date (the “Additional Vested Shares” and, together with the Initial
  Vested Shares, the “Vested Shares”). 2

  






 















	
  

  	
  (e) As
  consideration for your performance of the obligations set out in Section 6,
  below, the Company shall repurchase from you, within sixty (60) days of the
  Effective Date, all 37,344 Vested Shares at a purchase price per share equal
  to the Fair Market Value determined as of the Termination Date. For the
  purposes of this Section 2(e), the “Fair Market Value” shall mean the fair
  market value of one share of SCT as determined by its Board of Directors in
  good faith; provided, however, that such determination shall be based upon SCT
  as a going concern and shall not discount the value of such shares either
  because they are subject to restrictions or because they constitute only a
  minority interest in SCT. (f) Except with respect to the Additional Vested Shares,
  you acknowledge and agree that you have no further right or entitlement to
  any unvested SCT Shares, which shall be automatically forfeited and deemed to
  have been repurchased by the Company at a purchase price of zero dollars in
  accordance with Section 1(e)(iii) of the MSA. (g) As further consideration
  for your performance of your obligations set forth herein, the Company shall
  pay up to $15,000.00 directly to Challenger, Gray & Christmas, Inc. for
  no more than a six (6) month period of outplacement services for you, which
  six-month period shall commence no later than thirty (30) days from the
  Effective Date. 3. (a) As used in this Agreement, the term “claims” shall
  include all claims, covenants, warranties, promises, undertakings, actions,
  suits, causes of action, obligations, debts, attorneys’ fees, accounts,
  judgments, losses and liabilities of whatsoever kind or nature, in law,
  equity or otherwise. (b) For and in consideration of the payments and/or
  other benefits described in Section 2 above, and other good and valuable
  consideration, you, for and on behalf of yourself and your heirs,
  administrators, executors, and assigns, do fully and forever release, remise
  and discharge (“release”) the Company, its direct and indirect parents,
  subsidiaries and affiliates, together with its and their respective officers,
  directors, partners, shareholders, attorneys, employees and agents
  (collectively with the Company, the “Group”), from any and all claims which
  you had, may have had, or now have against any member of the Group through
  the Effective Date of this Agreement, for or by reason of any matter, cause
  or thing whatsoever, whether known or unknown, including any claim arising
  out of or attributable to your employment or the termination of your
  employment with the Company, including but not limited to claims of breach of
  contract, wrongful termination, unjust dismissal, defamation, libel or
  slander, or under any federal, state or local law dealing with discrimination
  based on age, race, sex, national origin, handicap, religion, disability or
  sexual preference. This release of claims includes, but is not limited to,
  all claims arising under the Age Discrimination in Employment Act, Title VII
  of the Civil Rights Act, the Anierieans with Disabilities Act, the Civil
  Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the
  Worker Adjustment and Retraining Notification Act, the Uniform Services
  Employment and Re-Employment Act, the Rehabilitation Act of 1973, Execute
  Order 1124(), the Employee Retirement Income Security Act, the National Labor
  Relations Act, the New York Human Rights Law, the New York Labor Code, the
  New York Worker Adjustment and Retraining, Notification Act, the New York
  City 3

  






 















	
  

  	
  Administrative
  Code, the New York Labor Law, the New Jersey Law Against Discrimination, the
  New Jersey Conscientious Employee Protection Act, the New Jersey Wage and
  Hour Act, the New Jersey Whistleblower Act, and the New Jersey Family Leave
  Act and all other federal, state and local labor and anti-discrimination
  laws, the common law and any other purported restriction on an employer’s
  right to terminate the employment of employees. You further waive your right
  to participate in any collective or class action under the Fair Labor
  Standards Act or any similar state or local law, and you agree to opt-out of
  any such collective or class action against the Group to which you may be or
  become a party or class member. (c) You specifically release all claims under
  the Age Discrimination in Employment Act (the “ADEA”) relating to your
  employment and its termination. (d) You represent that you have not filed or
  permitted to be filed any legal action, charge or complaint, in any forum
  whatsoever, against any member of the Group, individually or collectively,
  and you covenant and agree that you will not filo or permit to he filed any
  lawsuits at any time hereafter with respect to the subject matter of this
  Agreement and claims released pursuant to this Agreement (including, without
  limitation, any claims relating to the termination of your employment),
  except as may be necessary to enforce this Agreement or to seek a
  determination of the validity of the waiver of your rights under the ADEA.
  Nothing in this Agreement shall be construed to prohibit you from filing a charge
  with or participating in any investigation or proceeding conducted by the
  Equal Employment Opportunity Commission or a comparable state or local
  agency. Notwithstanding the foregoing, you agree to waive your right to
  recover monetary damages in any charge, complaint, or lawsuit filed by you or
  by anyone else on your behalf. Except as otherwise provided in this
  paragraph, you will not voluntarily participate in any judicial proceeding of
  any nature or description against any member of the Group that in any way
  involves the allegations and facts that you could have raised against any
  member of the Group as of the Effective Date. You further agree that you will
  not encourage or voluntarily cooperate with current or former employees of
  any member of the Group or any other potential plaintiff, to commence any
  legal action or make any claim against any member of the Group in respect of
  such person’s employment or termination of employment with or by any member
  of the Group or otherwise. 4. You are specifically agreeing to the terms of
  this Agreement, including, without limitation, the release and related
  matters set forth in Section 3 because the Company and its affiliates have
  agreed to pay you money and other benefits to which you were not otherwise
  entitled under the Company’s policies and has provided such other good and
  valuable consideration as specified herein. The Company and its affiliates
  have agreed to provide this money and other benefits because of your
  agreement to accept it in full settlement of all possible claims you might
  have or ever had and because of your execution of this Agreement. 5. You
  represent that you have returned to the Company all Company property,
  including, without limitation, mailing lists, reports, files, memoranda,
  records, computer hardware, software, credit cards, door and file keys,
  computer access codes or disks and instructional manuals, and other physical
  or personal property which you received or prepared or helped prepare in
  connection with your employment with the Company (including, but not limited
  to, any documents or other materials which are necessary for the Company to
  comply 4 

  






 















	
  

  	
  with its
  obligations under the Code of Business Conduct & Ethics) and that you
  will not retain any copies, duplicates, reproductions or excerpts thereof. 6.
  Following the Termination Date, you shall cooperate fully with the Company
  and shall make yourself reasonably available to the Company to respond to
  requests by the Company concerning matters including, but not limited to,
  business items with which you had direct involvement in or knowledge of,
  transitional assistance, and any litigation, arbitration, regulatory
  proceeding or other similar process involving facts or events relating to the
  Company that may be within your knowledge. The Company shall promptly
  reimburse you for all of your reasonable out-of-pocket expenses you incur and
  pay for in connection with your rendering such assistance and/or cooperation
  under this Section 6 upon your presentation to the Company of proper documentation
  for such expenses. 7. You acknowledge that you have read this Agreement in
  its entirety, fully understand its meaning and are executing this Agreement
  voluntarily and of your own free will with full knowledge of its
  significance. 8. You agree to maintain the confidentiality of this Agreement,
  and to refrain from disclosing or making reference to its terms, except (i)
  as required by law; or (ii) with your accountant or attorney for the sole
  purposes of obtaining, respectively, financial or legal advice; or (iii) with
  your immediate family members (the parties in clauses (ii) and (iii),
  “Permissible Parties”); provided that the Permissible Parties agree to keep
  the terms and existence of this Agreement confidential. You acknowledge and
  agree that any disclosure of any information by you or the Permissible
  Parties contrary to the provisions of this Agreement shall be a breach of
  this Agreement. 9. As a further condition of this Agreement, you agree not to
  apply for or seek employment or reemployment with the Company and its
  affiliates, and you waive and release any right to be considered for
  employment or reemployment with the Company and its affiliates. 10. The
  Company and its affiliates shall be entitled to have the provisions of this
  Agreement specifically enforced through injunctive relief, without having to
  prove the adequacy of the available remedies at law, and without being
  required to post bond or security, it being acknowledged and agreed that such
  breach will cause irreparable injury to the Company and its affiliates and
  that money damages will not provide an adequate remedy to the Company and its
  affiliates. Moreover, you understand and agree that if you breach any
  provisions of this Agreement, in addition to any other legal or equitable
  remedy the Company may have, the Company and its affiliates shall be entitled
  to cease making any payments to you under Section 2, recover any payments
  made to you or on your behalf under Section 2, and you shall reimburse the
  Company and its affiliates for all its reasonable attorneys’ fees and costs
  incurred by it arising out of any such breach. The remedies set forth in this
  Section 10 shall apply to any challenge to the validity of the waiver and
  release of your rights under the ADEA. In the event you challenge the
  validity of the waiver and release of your rights under the ADEA, then the
  Company’s and its affiliates’ right to attorneys’ fees and costs shall be
  governed by the provisions of the ADEA. Any such action permitted to the
  Company and its affiliates by the foregoing, however, shall not 5

  






 















	
  

  	
   affect or impair any of your obligations
  under this Agreement, including without limitation, the release of claims in
  Section 3 hereof. 11. In the event that any one or more of the provisions of
  this Agreement is held to be invalid, illegal or unenforceable, the validity,
  legality and enforceability of the remaining provisions will not in any way
  be affected or impaired thereby. Moreover, if any one or more of the
  provisions contained in this Agreement is held to be excessively broad as to
  duration, scope, activity or subject, such provisions will be construed by
  limiting and reducing them so as to he enforceable to the maximum extent
  compatible with applicable law. 12. Nothing herein shall be deemed to
  constitute an admission of wrongdoing by any member of the Group. Neither
  this Agreement nor any of its terms shall be used as an admission or
  introduced as evidence as to any issue of law or fact in any proceeding, suit
  or action, other than an action to enforce this Agreement. 13. This Agreement
  may be executed in two (2) or more counterparts, each of which shall be
  deemed an original, but all of which together shall constitute one and the
  same instrument. 14. (a) The parties agree that, subject to Section 14(h)
  below, any dispute, controversy or claim arising out of, relating to, or in
  connection with this Agreement shall be submitted to arbitration in New
  Jersey, in accordance with the Employment Arbitration Rules of the American
  Arbitration Association. The determination of the arbitrator shall be
  conclusive and binding on the Company (or its affiliates, where applicable)
  and you, and judgment may be entered on the arbitrator’s award in any court
  having jurisdiction. The arbitrator shall apply the laws of the State of New
  Jersey to the merits of any dispute or claims, without reference to the rules
  of conflicts of law applicable therein. You understand that by signing this
  Agreement, you agree to submit any claims arising out of, relating to, or in
  connection with this Agreement, or the interpretation, validity,
  construction, performance, or breach thereof, or your employment or the
  termination thereof, to binding arbitration, and that this arbitration
  provision constitutes a waiver of your right to a jury trial and relates to
  the resolution of all disputes relating to all aspects of the
  employer/employee relationship, including but not limited to the following:
  (i) Any and all claims for wrongful discharge of employment; breach of
  contract, both express and implied; breach of the covenant of good faith and
  fair dealing, both express and implied; negligent or intentional infliction
  of emotional distress; negligent or intentional misrepresentation; negligent
  or intentional interference with contract or prospective economic advantage;
  and defamation; (ii) Any and all claims for violation of any federal, state
  or municipal statute, including, without limitation, the Age Discrimination
  in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, as
  amended, the Civil Rights Act of 1991, the Equal Pay Act, the Employee
  Retirement Income Security Act of 1974, as amended, the Americans with
  Disabilities Act of 1990, the Family Medical Leave Act of 1993, the Fair
  Labor Standards Act; and 6

  






 















	
  

  	
   (iii) Any and all claims arising out of any
  other federal, state or local laws or regulations relating to employment or
  employment discrimination, including but not limited to, any claim
  challenging the validity of the waiver of claims contained herein. (b)
  Notwithstanding the foregoing, nothing herein shall preclude any member of
  the Group from seeking temporary or preliminary injunctive relief. The
  parties agree to submit to the exclusive jurisdiction of any United States
  District Court for the District of New Jersey, or if that court lacks
  jurisdiction, in a state court located within the geographical boundaries
  thereof. 15. The terms of this Agreement and all rights and obligations of
  the parties thereto, including its enforcement, shall be interpreted and
  governed by the laws of the State of New Jersey, without regard to principles
  of conflicts of law. 16. You understand that you have sixty (60) days
  following the Termination Date to consider whether or not to execute this
  Agreement, although you may elect to sign it prior to the expiration of such
  sixty-day period (though you may not sign it prior to the Termination Date).
  You shall have a period of seven (7) days after the day on which you sign
  this Agreement to revoke your consent thereto, which revocation must be in
  writing delivered to the Company, to the attention of Chief Legal Officer of
  the Company by facsimile at (609) 951-0362 and by overnight mail at 211
  College Road East, Princeton, New Jersey 08540, and this Agreement shall not
  become effective until the eighth day following your execution of it (the
  “Effective Date”). You understand that if you revoke your consent within such
  seven (7) day period, all of the obligations of the Company and its
  affiliates to you under this Agreement will immediately cease, and the Company
  and its affiliates will not be required to make the payments to you set forth
  herein pursuant to the terms hereof. You are advised to have this Agreement
  reviewed by legal counsel of your choice. 17. The terms contained in this
  Agreement constitute the entire agreement between the parties with respect to
  the subject matter hereof and supersede all prior negotiations,
  representations or agreements relating thereto, whether written or oral, with
  the exception of any agreements or provisions in agreements concerning
  confidentiality, trade secrets, restrictive covenants, or any nonsolicitation
  or nonservicing agreements, all of which agreements (unless expressly
  superseded by this Agreement) shall remain in full force and effect, and are
  hereby confirmed and ratified. In further consideration of this Agreement,
  you agree to abide by and hereby reaffirm any confidentiality or restrictive
  covenant obligations contained in any agreements you may have entered into or
  otherwise are bound by with the Company or its affiliates (unless such
  agreements are expressly superseded by this Agreement), the terms of which
  are hereby incorporated by reference. You represent that in executing this
  Agreement, you have not relied upon any representation or statement not set
  forth herein. No amendment or modification of this Agreement shall be valid
  or binding upon the parties unless in writing and signed by both parties. 18.
  The language used in this Agreement will be deemed to be language chosen by the
  parties to express their mutual intent, and no rule of law or contract
  interpretation that 7 

  






 















	
  

  	
   provides that in the case of ambiguity or
  uncertainty a provision should be construed against the draftsmen will be
  applied against any party. The provisions of this Agreement shall be
  construed according to their fair meaning and neither for nor against any
  party irrespective of which party did cause such provisions to be drafted.
  19. The Company (or its affiliates, where applicable) shall be entitled to
  withhold from any amounts to be paid to you hereunder any foreign, state, or
  local withholding or other taxes or amounts, which it is from time to time
  required to withhold, and any lawful deductions authorized by you. The
  Company and its affiliates shall have no liability whatsoever for your
  personal tax consequences arising out of this Agreement or any payments or
  arrangements contemplated hereunder. 20. The intent of the parties is that
  payments and benefits under this Agreement comply with Section 409A of the
  Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent
  subject thereto and, accordingly, to the maximum extent permitted under
  Section 409A, this Agreement shall be interpreted and administered to be in
  compliance therewith. Notwithstanding anything contained herein to the
  contrary, you shall not be considered to have terminated employment with the
  Company for purposes of any payments hereunder which are subject to Section
  409A until you have incurred a “separation from service” from the Company
  within the meaning of Section 409A. Each amount to be paid or benefit to be
  provided under this Agreement shall be construed as a separate identified
  payment for purposes of Section 409A. The Company makes no representation,
  however, that any or all of the payment described in this Agreement will be
  exempt from or comply with Section 409A and makes no undertakings to preclude
  Section 409A from applying to any such payment. 21. In the event of any
  conflicts between the terms of this Agreement and the terms set forth in the MSA
  or in that certain letter, dated as of June 1, 2012, between you and the
  Company regarding your severance entitlement, the terms of this Agreement
  shall control. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 8 

  






 















	
  

  	
   Seacastle Inc. By: Name: Gregg F. Carpene
  Title: General Counsel, Secretary Date: 10/4/13 SCT Chassis Inc. By: Name:
  Gregg F. Carpene Title: General Counsel, Secretary Date: 10/4/13 Interpool,
  Inc., d/b/a TRAC Intermodal By: Name: Gregg F. Carpene Title: Chief Legal
  Officer Date: 10/4/13 AGREED TO AND ACCEPTED BY: David Serxner David Serxner
  Date: 9-26-2013 9