Exhibit 10.15


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is made as of March 25,
2005 between Williams Scotsman, Inc., a corporation (hereinafter called “the
Company”), 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 and
Employee wishes to enter into the employ of the Company on the terms and
conditions contained in this Agreement.


 


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


 


1.                                       Employment.  The Company agrees to employ
Employee in the position of Executive Vice President and Chief Financial
Officer under the terms, conditions, and restrictions contained in this
Agreement.


 


2.                                       Duties and Responsibilities.


 


(a)                                  Employee agrees to
perform such duties and responsibilities normally associated with the position
of Executive Vice President and Chief Financial Officer and as may be assigned
to Employee from time to time by the Company’s President and Chief Executive
Officer.


 


(b)                                 During his employment
with the Company, Employee shall devote his entire working time, energy, skill
and best efforts to the performance of his responsibilities hereunder in a
manner which will faithfully and diligently further the business and interest
of the Company.  In particular, during
his employment with the Company, Employee may not be employed by or otherwise
provide any services in exchange for compensation to any other company, unless
he obtains prior written authorization from the President and Chief Executive
Officer.  In no case may Employee during
his employment with the Company provide any services to or receive any
compensation from any competitor of the Company.


 


3.                                       Compensation.


 


(a)                                  For all of the
services rendered by Employee to the Company, Employee shall receive a biweekly
salary in the gross amount of  Eleven
Thousand Five Hundred Thirty-Eight Dollars and 46 cents ($11,538.46), less
taxes and other deductions required by law, payable in accordance with the
Company’s regular payroll practices in effect from time to time.


 


(b)                                 In addition to
Employee’s base salary, the Employee shall be eligible for a Management
Incentive of $125,000 for plan year 2005 (subject to the plan’s terms and
conditions).  Employee will also be
eligible for participation in the Company’s Stock Option Plan.  30,000 options will be granted in calendar
year 2005 with a grant price of $50.67.


 


(c)                                  During his
employment, Employee may be eligible to participate in the Company’s insurance
and other benefit plans, policies and programs, subject to their respective
eligibility requirements and other terms, conditions, restrictions and
exclusions.  Nothing herein shall
preclude or otherwise restrict the Company’s right to modify or terminate any
insurance or other benefit plan, policy or program as it deems appropriate in
its sole discretion.


 


(d)                                 Employee shall be
eligible for increases and additional management incentives that are offered at
the Company’s discretion.


 


4.                                       Termination of Employment.  Either
party can terminate this Agreement and the employment relationship between the
parties at any time and for any or no reason by providing the other party
twenty-eight (28) calendar days’ written notice, which notice the Company can
waive, in whole or in part, in its sole discretion, by paying Employee for such
time; provided however, the Company can terminate this Agreement and Employee’s
employment immediately without any prior notice in the event there is “Cause”
as defined in Paragraph 5(c) below or in the event of Employee’s
death.


 


 


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5.                                       Post-Termination Payment.


 


(a)                                  Except as provided in
Paragraph 5(b) and 5(f) below, Employee (or his estate) shall
not be eligible for any payments from the Company subsequent to the termination
of his employment if he:


 


(i)                                     Voluntarily
resigns;


 


(ii)                                  Dies;


 


(iii)                               Is discharged by the
Company for “Cause” as defined below; or


 


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


 


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


 


(c)                                  “Cause,” for purposes
of 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 by
Employee of any Company policy or provision of this Agreement. “Cause” also
shall include Employee’s inability to perform the essential functions of his or
her job, for any reason, for a total of thirteen (13) weeks or more in any
rolling six (6) month period.


 


(d)                                 The termination of
Employee’s employment either by Employee or by the Company, whether with or
without Cause, shall not release Employee from Employee’s obligations and
restrictions under Paragraphs 6 and 7 of this Agreement.


 


(e)                                  Nothing in this
Agreement shall restrict the right of the Company to terminate Employee’s
employment, with or without Cause, pursuant to Paragraph 4 above.


 


(f)                                    Regardless of the
reason for the termination of Employee’s employment, whether by Employee or the
Company, 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 by
Employee prior to the termination of his employment and any pay for accrued but
unused paid time off benefits, to the extent Employee may be eligible for same
under the Company’s policies.


 


(g)                                 Regardless of the
reason for the termination of Employee’s employment, whether by Employee or the
Company, 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 benefits
subsequent 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 health
plan pursuant to COBRA shall be at his sole expense effective on the first day
of the month following the month in which his employment terminates, subject to
COBRA’s eligibility requirements and other terms, conditions, restrictions and
exclusions.


 


(h)                                 Other than as
specifically set forth in this Paragraph 5, Employee shall not be eligible
for any payments from the Company subsequent to the termination of his
employment.  In particular, if Employee
receives payment(s) pursuant to Paragraph 5(b) above, such payments
are in lieu of and not in addition to any payments to which he otherwise would
be entitled under any Company Severance Policy or Plan that may exist or be
created or amended in the future.


 


 


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6.                                       Company Property.


 


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


 


(b)                                 Employee acknowledges
that all documents, records, files, computer programs and data in his/her
possession or custody, whether made by Employee or any other person, relating
to products/services offered by or other activities of the Company (whether or
not the information contained therein is deemed confidential), are and shall
remain the sole and exclusive  property
of the Company.


 


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


 


7.                                       Confidentiality and Covenants Against Interference.


 


(a)                                  During the course of
Employee’s employment with the Company, Employee may, from time to time, be
placed in a position of trust and confidence in which he/she receives or
contributes to the creation of confidential and/or proprietary information
relative to the operations of the Company. 
This confidential and/or proprietary information includes, but is not
limited 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 development
projects, plans and results; trade secrets (e.g., formulas, methods,
processes and specifications) and technical information; the names and
addresses 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 to
the business of the Company which is not generally known by and readily accessible
to the public.  Employee may use and/or
disclose confidential and/or proprietary information only during his employment
with the Company and only as necessary to further the Company’s interests.  During his employment with the Company and at
all times thereafter, regardless of the reason for the termination, whether by
Employee or the Company, whether with or without Cause, Employee shall not use
for his personal benefit or for any purpose which does not further and/or which
is inconsistent with the interests of the Company, or disclose, communicate or
divulge to any person, firm, association, or company other than the Company,
any confidential and/or proprietary information which he will acquire in the
course of his employment and which is not generally known by and/or readily
accessible to the public.


 


(b)                                 For a period of
one (1)year after the termination of his employment with the Company, for
any 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, independent
contractor, owner or otherwise) participate in any of the following activities:


 


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


 


(ii)                                  Induce or attempt to
induce any current customer to terminate its/his/her relationship with the
Company or any potential customer not to establish a relationship with the
Company; or


 


 


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(iii)                               Solicit or do any
solicited or unsolicited business which would compete with the Company’s
business with any current customer or former customer within two (2) years
of date of termination.


 


In light of the fact that the Company’s
customers and sales are throughout the entire United States, the restrictions
set forth in this Paragraph 7(b) shall apply throughout the entire
United States.


 


(c)                                  Employee acknowledges
and agrees that, in view of the nature of the business in which the Company is
engaged, the restrictions contained in Paragraphs 7(a) and 7(b) above
are reasonable and necessary to protect the legitimate interests of the Company,
and that any violation thereof would result in irreparable injuries to the
Company, and Employee therefore acknowledges and agrees that, in the event of
his violation of any of these restrictions, the Company shall be entitled to
obtain from any court of competent jurisdiction preliminary and permanent
injunctive relief as well as damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies to which
the Company may be entitled.


 


(d)                                 Employee further
agrees that if any or any portion of the foregoing covenants, or the
application thereof, is construed to be invalid or unenforceable, the remainder
of such covenant or covenants shall not be affected and the remaining covenant
or covenants shall then be given full force and effect without regard to the
invalid or unenforceable portion(s).  If
a covenant is held to be unenforceable because of the area covered, the
duration thereof and/or the scope thereof, Employee agrees that the court
making such determination shall have the power to reduce the area and/or the
duration and/or scope thereof, and the covenant shall then be enforceable in
its reduced form.


 


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


 


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


 


(g)                                 Employee represents
and warrants that the knowledge, skill and abilities he possesses at the time
of his execution of this Agreement are sufficient to permit him to earn a
living  during the Restrictive Period
while honoring his commitments set forth in this Agreement.


 


8.                                       Prior Agreements.  Employee represents to the
Company that:


 


(a)                                  There are no
restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder;


 


(b)                                 There are no
agreements, restrictions or understandings whatsoever to which Employee is a
party which place any limitations as to the companies or individuals with whom
he may do business;


 


(c)                                  His execution of this
Agreement and his employment hereunder shall not constitute a breach of any
contract, agreement or understanding, oral or written, to which he is a party
and by which he is bound; and


 


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


 


9.                                       Miscellaneous.


 


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


 


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


 


 


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(c)                                  Successors and
Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs and successors.  The
Company may assign this Agreement to any person or entity, including, but not
limited to, any successor, parent, subsidiary or affiliated entity of the
Company.  The Company also may assign
this Agreement in connection with any sale or merger (whether a sale or merger
of stock or assets or otherwise) of the Company or the business of the Company.
Employee expressly consents to the assignment of the Confidentiality and Covenants
Against Interference provision set forth in Paragraph 7 above of this
Agreement to any new owner of the Company’s business or purchaser of the
Company.  Employee may not assign,
pledge, or encumber his interest in this Agreement, or any part thereof, without
the written consent of the Company.


 


(d)                                 Execution in
Counterparts.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument.


 


(e)                                  Provisions
Separable.  The provisions of this
Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.


 


(f)                                    Entire Agreement.  This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes any and all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or
written.  The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. 
This Agreement may not be modified or amended other than by an agreement
in writing and signed by the Company’s President and Chief Executive Officer.


 


(g)                                 Paragraph Headings.  The paragraph headings in this Agreement are
for convenience only; they form no part of this Agreement and shall not affect
its interpretation.


 


(h)                                 Survival.  The covenants and requirements contained in
Paragraph 6 and 7 above shall survive the termination of Employee’s
employment.


 


IN WITNESS WHEREOF, the parties execute and
deliver this Agreement.


 


Williams
Scotsman, 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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