Exhibit 10.14


 


January 21, 2005


 


Shalom M. Taragin

6503 Greenspring Avenue

Baltimore, MD 21209


 


Re:                               Severance
Agreement and General Release 


 


Dear Sonney:


 


We are interested in
resolving amicably your separation of employment with the Company, effective January 21,
2005.  Toward this end, we propose the
following Severance Agreement, which includes a General Release.


 


You may consider our
offer for twenty-one (21) days.  If you need a reasonable amount of additional
time, it will be granted upon request.  As
with any legal document, you are encouraged to review this Agreement with an
attorney.  You acknowledge that your
termination is an individual termination and not part of a group termination.


 


Once executed, you will
have a seven- (7) day period during which you may revoke your decision by
sending actual notice to the Vice President of Human Resources.  This agreement shall not become effective or
enforceable until after the seven-day revocation period in accordance with
Paragraph 19 below.


 


The proposed terms and
conditions of your separation from employment are as follows:


 


1.                                       In consideration for your General Release
and your agreement to be bound by all terms and conditions of this Agreement,
Williams Scotsman, Inc. (“the Company”) agrees, intending to be legally
bound:


 


(a)  Salary
Continuation:  The Company will
continue your salary and benefits in one of the following two ways:


 


Option 1:  The Company will pay you the equivalent of
your base salary through July 31, 2005 at your current rate of pay as of January 21,
2005 ($2,980.77 per week), less taxes and other deductions required by law. You
will receive this severance in biweekly
installments according to the Company’s usual payroll schedule and via
direct deposit.


 


In addition, under this
Option (Option 1), the Company will continue your current insured benefits
(health and dental), under the same terms as in effect on January 21, 2005
through July 31, 2005, provided that while you remain covered under your
current insured benefits plan, you pay your portion of the premiums on a timely
basis.  While receiving severance pay,
the Company will deduct your portion of the premiums from the severance pay
pursuant to your authorization which you are providing by way of this
Agreement.  After July 31, 2005, you
will be eligible to apply for and continue benefits under COBRA.   Continued participation in the group health
and dental benefits plan pursuant to COBRA shall be at your sole expense; OR


 


Option 2:  The
Company will pay you the equivalent of 75% of your base salary through October 31,
2005 at the rate of $2,235.57 per week less taxes and other deductions required
by law.  You will receive this severance
in biweekly installments according to the
Company’s usual payroll schedule and via direct deposit.


 


In addition, under this
Option (Option 2), the Company will continue your current insured benefits
(health and dental), under the same terms as in effect on January 21, 2005
through October 31, 2005, provided that while you remain covered under
your current insured benefits plan, you pay your portion of the premiums on a
timely basis.  While receiving severance
pay, the Company will deduct your portion of the premiums from the severance
pay pursuant to your authorization which you are providing by way of this
Agreement.  After October 31, 2005,
you will be eligible to apply for and continue benefits under COBRA.   Continued participation in the group health
and dental benefits plan pursuant to COBRA shall be at your sole expense.


 


 


1





















 


BY
YOUR SIGNATURE, PLEASE INDICATE WHICH OF THE ABOVE TWO OPTIONS YOU CHOOSE:


 


	
  OPTION
  1 (Salary Continuation Only):

  	
   

  	
   

  
	
   

  	
  Signature

  



 


OR


 


OPTION
2  (75% Salary
Continuation and Benefits Continuation):


 


	
   

  	
  /s/ Shalom
  Taragin

  	
   

  
	
   

  	
  Signature

  



 


(b)  Management
Incentive:  Per the terms outlined in
the Management Incentive Compensation Plan, you will be paid the prorated
amount of your 2004 management incentive. Your projected bonus under the plan
was $35,000.  The bonus plan was designed
so that bonuses will increase or decrease based on the Company’s EBITDA
performance so it is possible that your bonus will be less than the targeted
amount.  You will receive this amount
according to our usual pay schedule for Management Incentives (estimated
payment is by April 2005).


 


(c)  Automobile Allowance:  The
Company will continue your current monthly auto allowance through July 31,
2005.


 


(d) Life
Insurance:  Your coverage in the
Company’s group life insurance plan shall terminate on January 31, 2005 in
accordance with the terms of the plan. 
Thereafter, you will have an option to convert to an individual policy.


 


(e)  Accrued/Unused
Vacation:  The Company will pay out
your entire accrued but unused vacation balance as of January 31, 2005.


 


(f)  Outplacement
Services:  The Company will allocate
the maximum sum of $6,000.00 to be applied towards Career Transitional
Counseling and other outplacement/job search services.  This amount may be applied to outplacement
services provided through a vendor of the Company’s selection.  To access this service, notify Marti Fuller
at mhfuller@willscot.com or by calling 1-866-866-1882, to indicate that you are
ready to participate in the program.  If
you choose to select your own outplacement/job search items such as membership
fees, training or other job search items selected on your own, the Company will
pay for those (up to the $6,000.00 limit), provided you have prior approval
from William C. Lebuhn or Marti Fuller.


 


(g)  Laptop and
Cell Phone:  The Company will agree
for you to keep your Company laptop (with all the current accessories) and cell
phone.


 


(h) 401(k) Plan:   You will not forfeit any benefits vested
prior to the termination of your employment under our 401(k) plan, subject to
the terms, conditions and restrictions of such plan.  You will not accrue any additional benefits
after the termination of your employment. 
All deferrals and, if applicable, loan re-payments will stop as of the
last regular (non-severance) payment or the last regular (non-severance)
commission payment.   Deferrals and loan
payments cannot be made from severance pay.  
If you have a 401(k) loan, you will be required to pay the loan in full
within 30 days of your termination date. 
If it is not paid in full by the end of the calendar year, you will
receive a 1099-R form from the 401(k) provider and that loan will be treated as
income for this calendar year.  
According to legal requirements, additional information on the 401(k)
plan will be forthcoming.


 


(i) Confidentiality:  Payments under item 1(a), (b) and (c) are
contingent upon your agreement with and adherence to the Confidentiality
provisions outlined in Paragraphs 6(a) and 8.  Failure to adhere to the terms of the
Confidentiality provisions of this Agreement will result in cessation of all
payments outlined in Paragraph 1(a), (b) and (c).   However the General Release in Paragraph 2(a) will
remain in full force and effect.


 


 


2





















 


(j) Discovered Improprieties:  During the severance period outlined in this
Agreement, should Williams Scotsman, Inc. discover intentional financial
or other improprieties (such as instances of serious improper behavior
including gross violations of the Company’s EEO policy, Confidential Company
Information Policy or Conflicts of Interest Policy as well as falsification of
company records or similar gross violations) related to your management of or
involvement with any of the Company’s employees, departments or branches, the
Company will cease all payments outlined in Paragraph 1(a), (b) and
(c).  However the General Release in
Paragraph 2(a) will remain in full force and effect.


 


(k)  On-going
and Up-coming Company/Branch Litigation:  Payments under item 1(a), (b) and (c)
are contingent upon your reasonable and good faith cooperation and assistance
with any business or employment related litigation or claim(s) that are now
known of or that may develop during this severance period, including but not
limited to providing the Company with assistance in gathering factual
information, interpreting company documents and giving truthful testimony in
legal proceedings.  If you fail to
cooperate in said activities, the Company will cease all payments outlined in
Paragraph 1(a), (b) and (c).  
However the General Release in Paragraph 2(a) will remain in full
force and effect.


 


(l)  Consulting and Project Work:  After January 21, 2005 the Company may
request independent contractor services from you for consulting and project
type work at the rate of $100.00 per hour. 
It is expressly understood that as of January 21, 2005, you will no
longer be an employee of Williams Scotsman, Inc. and any services rendered
to the Company after that time will be as an independent contractor.  You will be solely responsible for tax
withholdings on payments for consulting and project type work.


 


2.                                       (a)                                  General
Release:  In consideration for the
Company’s payments and agreements set forth above in Paragraphs 1(a), (b) and
(c) you agree, intending to be legally bound,
to release and forever discharge the Company and any parent, subsidiary,
related or affiliated company, and each of their past, present and future
officers, directors, attorneys, employees, partners, shareholders, insurers,
owners and agents, business plan fiduciaries and agents, and their respective
successors and assigns (collectively “Releasees”), jointly and severally, from
any and all actions, complaints, causes of action, lawsuits or claims of any
kind (collectively “Claims”), known or unknown, asserted or unasserted which
you, your heirs, agents, successors or assigns ever had, now have or hereafter
may have against Releasees arising heretofore out of any matter, occurrence or
event existing or occurring prior to the execution hereof.  This includes but is not limited to:  any claims relating to or arising out of your
employment with and/or the termination of employment with the Company and/or
any parent, subsidiary, related or affiliated company; any claims for unpaid or
withheld wages, severance, benefits, bonuses, commissions, stocks, stock
options, stock payments of any kind and/or other compensation of any kind
including deferred compensation; any claims for attorneys’ fees, costs or
expenses; any claims of discrimination and/or harassment
based on age, sex, race, religion, color, creed, disability, handicap,
citizenship, national origin, ancestry, sexual preference or orientation, or
any other factor protected by Federal, State or Local law (including, but
not limited to, the Age Discrimination in Employment Act, 29 U.S.C. §621
et. seq., Title VII of the Civil Rights Act of 1964, as amended, the
Americans with Disabilities Act, and any Maryland, or other state
anti-discrimination laws) or any claims of retaliations thereunder;
any claims for reemployment or reinstatement; any claims arising under the
Employee Retirement Income Security Act (“ERISA”); any claims under the Family &
Medical Leave Act or other federal, state or local laws governing leaves of
absence; any claims under the National Labor Relations Act or the Sarbanes-Oxley
Act; any claims for violation of public policy; any claims for emotional
distress or pain and suffering; any claims for retaliation and/or any whistle
blower claims; and/or any other statutory or common law claims, now existing or
hereinafter recognized, including, but not limited to, breach of contract,
libel, slander, fraud, infliction of emotional distress, wrongful discharge,
breach of covenant of good faith and fair dealing, promissory estoppel,
equitable estoppel and misrepresentation.


 


(b)  You agree to adhere to the confidentiality
provisions outlined in Paragraphs 6(a) and 8.  You acknowledge and agree that any breach or
threatened breach of these provisions will cause irreparable injury and
incalculable harm to the Company and the Company shall accordingly be entitled
to injunctive and other equitable relief for such breach or threatened breach
and that resort by the Company to such injunctive or other equitable relief
shall not be deemed a waiver or limitation on any right or remedy which the
Company may have with respect to such breach or threatened breach.  You acknowledge that should any breach of the
provisions in Paragraphs 6(a) and 8 or of any part of this section occur,
that any and all payments from the Company shall cease, interest in all stock
options will be nullified and the Company shall have no further financial
obligation to you.  However the General
Release in Paragraph 2(a) will remain in full force and effect.


 


(c)  You agree to cooperate and assist with any
business or employment related litigation or claim(s) that are now known of or
that may develop during this severance period, including but not limited to
providing the Company with assistance in gathering factual information,
interpreting company documents and giving truthful testimony in legal
proceedings.


 


 


3





















 


3.  The General Release in Paragraph 2 above
does not apply to any claims to enforce this Agreement or to any claims arising
out of any matter, occurrence or event occurring after the execution of this
Agreement.


 


4.  You acknowledge and agree that the Company’s
payments and agreements under Paragraph 1(a), (b) and (c) above
are not required by any policy, plan or prior agreement and constitute adequate
consideration to support your General Release in Paragraph 2 above.


 


5.   In the
event you elect not to execute this Agreement, the following shall
apply:


 


(a)                                  Your
last day of employment will be January 21, 2005.


 


(b)                                 You
will be paid for all days actually worked prior to the termination of your
employment.


 


(c)                                  Your
coverage in the Company’s current insured benefits (health and dental) plan
will terminate on January 31, 2005 in accordance with the terms of the
plan.  However, you will be eligible to
continue to participate in the Company’s current insured benefits plan at your
expense pursuant to COBRA, subject to COBRA’s eligibility requirements and
other terms, conditions, restrictions and exclusions.  You will receive additional information about
your COBRA rights shortly.


 


(d)                                 Your
coverage in the Company’s life insurance plan shall terminate on January 31,
2005 in accordance with the terms of the plan. 
Thereafter, you will have an option to convert to an individual policy.


 


(e)                                  You will not forfeit any benefits vested prior to
the termination of your employment under our 401(k) plan, subject to the
terms, conditions and restrictions of such plan.  You will not accrue any additional benefits
after the termination of your employment. 
All deferrals and, if applicable, loan re-payments will stop as of the
last regular (non-severance) payment or the last regular (non-severance)
commission payment.   Deferrals and loan
payments cannot be made from severance pay.  
If you have a 401(k) loan, you will be required to pay the loan in full
within 30 days of your termination date. 
If it is not paid in full by the end of the calendar year, you will
receive a 1099-R form from the 401(k) provider and that loan will be treated as
income for this calendar year.  
According to legal requirements, additional information on the 401(k)
plan will be forthcoming.


 


(f)                                    You
will receive payment for all accrued but unused vacation pay.


 


(g)                                 You
will not be eligible for the Management Incentive payment as outlined in
Paragraph 1(b), the Automobile Allowance outlined in Paragraph 1(c),
outplacement services as outlined in Paragraph 1(f) or retention of the
Company cell phone and laptop as outlined in Paragraph 1(g).


 


6.                                       Regardless
of whether you execute this Agreement:


 


(a) 
You are prohibited from knowingly and/or deliberately using or disclosing
confidential and/or proprietary information which you acquired in the
course of your employment with the Company and which is not generally known by
or readily accessible to the public.  If
you use or disclose information which you acquired in the course of your
employment and which you know or should know is not generally known by or
readily accessible to the public, it will be presumed conclusively that your
prohibited use or disclosure was knowing and/or deliberate. In particular, and
by way of example only, such confidential and/or proprietary information cannot
be disclosed to any supplier, contractor, subcontractor, customer, competitor
or any other entity with which the Company does business or competes for
business.  Such confidential and/or
proprietary information includes, but is not limited to:  financial data, prices, costs, bids,
estimates, plans, blueprints, drawings and project descriptions; legal,
accounting, marketing and business plans, strategies and techniques; trade
secrets and other formulas; and the identity of customers, suppliers, vendors
or potential customers.


 


(b)   In the event you receive a request or demand,
orally, in writing, electronically or otherwise, for the disclosure or
production of information which you acquired in the course of your employment
which is not generally known by or readily accessible to the public, you must
notify immediately, in writing, via certified mail, the Company’s
Vice-President of Human Resources at the following address:  8211 Town Center Drive, Baltimore, Maryland
21236.  Any and all documents relating to
the request or demand shall be included with the notification.  You shall wait a minimum of ten (10) days
(or the maximum time permitted by legal processes if less) after sending the
letter before making a disclosure or production to give the Company time to
determine whether the disclosure or production involves confidential and/or
proprietary information, in which event the Company may seek to prohibit and/or
restrict the production and/or disclosure and/or to obtain a protective order
with regard thereto.  This provision
covers, but is not limited to, requests or demands in connection with judicial,
administrative, arbitration and all other adversarial proceedings.  If the request or demand is in conjunction
with judicial, administrative, arbitration or other adversarial proceedings,
copies of all correspondence regarding the request or demand shall be included
with the information sent to the Vice-President of Human Resources.


 


 


4





















 


(c) Prior to the
termination of your employment and as a condition precedent to receiving
severance payments and other benefits as set forth in Paragraph 1 (a), (b) and
(c) above, you must return to the Company, retaining no copies, all
Company property (excluding the items mentioned in Paragraph 1(g)), keys,
documents, forms, correspondence, computer programs, memos, disks, etc.


 


7.  Except as expressly provided for in this
Agreement, you shall not be eligible for any compensation from the Company or
Company-paid benefits subsequent to the termination of your employment.


 


8.  You agree that, at all times, the existence,
terms and conditions of this Agreement will be kept secret and confidential and
will not be disclosed voluntarily to any third party, except to the extent
required by law, to enforce the Agreement or to obtain confidential legal, tax
or financial advice with respect thereto.


 


9.  Nothing in this Agreement shall result in the
forfeiture of any vested benefits, or waive any Claims with regard to any
vested benefits, under any Company retirement, 401(k), profit-sharing or other
deferred compensation plans.


 


10.  You agree that you will not make any negative
comments or disparaging remarks, in writing, orally or electronically, about
the Company or any other Releasee and their respective officers, directors,
employees and agents and their respective products and services.  However, nothing in this Agreement shall be
interpreted to restrict your right and obligation to testify truthfully.


 


11.  You agree that, for a period of one (1) year
following the termination of your employment, you will not solicit or otherwise
encourage any employee of the Company to terminate his or her employment with
the Company in order to work with or for you or any other person or entity.


 


12.  You agree that you will not apply for
employment or reemployment with the Company or any parent, subsidiary, related
or affiliated company.  In the event that
you seek employment and/or reemployment in violation of this provision, the
Company or any parent, subsidiary, related or affiliated company shall have no
obligation to employ you or reemploy you, and the failure or refusal to employ
you or reemploy you shall not be deemed to be unlawful retaliation or
discrimination against you.


 


13.  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 Severance Agreement
and that the parties irrevocably submit to the jurisdiction of that court.


 


14.  Nothing in this Agreement shall be
construed as an admission or concession of liability or wrongdoing by the
Company or you or any other Releasee as defined above.  Rather, the proposed Agreement is being
offered for the sole purpose of settling amicably any and all possible disputes
between the parties.


 


15.  If any provision in this Agreement or the
application thereof is construed to be overbroad, then the court making such
determination shall have the authority to narrow the provision as necessary to
make it enforceable and the provision shall then be enforceable in its narrowed
form.  Moreover, each provision in this
Agreement is independent of and severable from each other.  In the event that any provision in this
Agreement is determined to be legally invalid or unenforceable by any court of
competent jurisdiction and cannot be modified to be enforceable, the affected provision
(s) shall be stricken from the Agreement, and the remaining terms of the
Agreement and its enforceability shall remain unaffected thereby.


 


16.  This Agreement constitutes the entire
agreement between the parties and supersedes any and all prior agreements,
written or oral, expressed or implied. 
Moreover, this Agreement may not be amended, except by an instrument in
writing signed by all of the parties hereto.


 


 


5





















 


17.  You agree and represent that:


 


(a)                                  You
have read carefully the terms of this Agreement, including the General Release;


 


(b)                                 You
have had an opportunity to and have been encouraged to review this Agreement,
including the General Release, with an attorney;


 


(c)                                  You
understand the meaning and effect of the terms of this Agreement, including the
General Release;


 


(d)                                 You
were given as much time as you needed (a minimum of 21 days) to determine
whether you wished to enter into this Agreement, including the General Release;


 


(e)                                  The
entry into and execution of this Agreement, including the General Release, is
of your own free and voluntary act without compulsion of any kind;


 


(f)                                    No
promise or inducement not expressed herein has been made to you; and


 


(g)                                 You
have adequate information to make a knowing and voluntary waiver.


 


18.  This agreement shall be binding upon and
inure to the benefit of the Company’s successors and assigns.


 


19.  If you execute this Agreement, you will
retain the right to revoke it for seven (7) days.  To revoke the Agreement, you must send a
certified letter to Bernard G. Bena, Vice-President of Human Resources at 8211
Town Center Drive, Baltimore, MD 21236. 
The letter must be post-marked within 7 days of your execution of the
Agreement.  If the 7th day is
a Sunday or holiday, then the letter must be post-marked on the following
business day.  If you revoke this letter
in a timely basis, you will not be eligible for the payments and benefits
described in paragraphs 1(a), (b), (c) and (g) above.


 


If you agree with the proposed
terms as set forth above, please sign this letter indicating that you
understand, agree with and intend to be bound by such terms.


 


Williams Scotsman, Inc.


 


 


	
  /s/ William C.
  Lebuhn

  	
   

  
	
  William C.
  Lebuhn

  
	
  Senior
  Vice-President, Chief Administrative Officer

  
	
  Williams
  Scotsman, Inc.

  
	
   

  
	
  UNDERSTOOD AND
  AGREED,

  
	
  INTENDING TO BE
  LEGALLY BOUND:

  
	
   

  
	
  /s/ Shalom
  Taragin

  	
   

  
	
  Shalom M.
  Taragin

  
	
   

  
	
  1/27/05

  	
   

  
	
  Date

  
	
   

  
	
  /s/ William C.
  Lebuhn

  	
   

  
	
  Witness

  



 


 


6