Exhibit 10.5


 


PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted Stock Unit Agreement (this “Agreement”)
is made and entered into as of September 7, 2021 (the “Grant Date”) by and between WillScot Mobile Mini Holdings Corp.,
a Delaware corporation (the “Company”), and Timothy Boswell (the “Participant”). This Agreement
is being entered into pursuant to the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan (the “Plan”). Capitalized
terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.


 


1.             Grant
of Restricted Stock Units. Pursuant to Section 9 of the Plan, the Company hereby issues to the Participant on the Grant Date an Award
consisting of a target number of 243,158 Restricted Stock Units (such target number of Restricted Stock Units, as may be adjusted, as
described in this Agreement, the “Restricted Stock Units”). The actual number of Restricted Stock Units that shall
vest and become unrestricted shall be determined in accordance with Section 3 hereof, and may range from 0 to 583,334 Restricted Stock
Units. Each Restricted Stock Unit represents the right to receive one Common Share, subject to the terms and conditions set forth in
this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Participant on the
books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes
to be part of the general assets of the Company.


 


2.             Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant
to the Company.


 


3.             Performance-Based Vesting. Except as otherwise provided herein or in the Plan, provided that the Participant remains in
continuous service through July 1, 2026 (the “Vesting Date”), the Restricted Stock Units shall become vested and unrestricted
on the Vesting Date based upon the Performance Goals set forth and defined in Exhibit A attached hereto; such Restricted Stock Units shall
become earned based upon the Share Price as of the Measurement Dates set forth and defined therein. The period during which restrictions
apply, the “Restricted Period.” Once vested, the Restricted Stock Units shall become “Vested Units.”


 


4.             Termination
of Service/Employment. Notwithstanding any provision of this Agreement or the Plan to the contrary, if the Participant’s employment
or service terminates by reason of death or Disability, without Cause or for Good Reason, each as defined in the Amended and Restated
Employment Agreement between Participant and the Company dated September 7, 2021 (the “Employment Agreement”), before
the Vesting Date, any Restricted Stock Units that have become earned as of the date of termination, subject to the provisions of Exhibit
A attached hereto, will become fully vested and unrestricted as of the date of termination and shall be settled in accordance with Section
7 of this Agreement. Upon the consummation of the Change in Control, any Restricted Period in effect on the date of such Change in Control
shall expire as of such date and the Restricted Stock Units shall vest in accordance with and subject to the provisions of Exhibit A
attached hereto.


 


5.             Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the
Restricted Stock Units are settled, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign, alienate, pledge, attach,
sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if
any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all of the Participant’s rights
to such units shall immediately terminate without any payment or consideration by the Company.


 






     


     


    

 


6.             Rights
as Shareholder. The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted
Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following
the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted
Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a
shareholder of the Company (including voting rights).


 


7.             Settlement
of Restricted Stock Units. Except as otherwise provided herein, promptly upon the expiration of the Restricted Period, and in any
event no later than 60 days following the date on which the Restricted Period ends, the Company shall (a) issue and deliver to the Participant,
or his or her beneficiary, without charge, the number of Common Shares equal to the number of Vested Units, and (b) enter the Participant’s
name on the books of the Company as the shareholder of record with respect to the Common Shares delivered to the Participant; provided,
however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Common Share in lieu of delivering
only Common Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares
and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable
law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment
shall be equal to the greater of (a) the Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed
with respect to the Restricted Stock Units or (b) the Fair Market Value of the Common Shares as of the date on which the Company makes
such a cash payment, less an amount equal to any required tax withholdings. Notwithstanding the foregoing, if the Participant is subject
to Canadian income tax, then the Participant’s Vested Units may only be settled in Common Shares, and neither the Committee nor
any other person shall have the discretion to elect to pay any portion of the Vested Units in cash.


 


8.             No
Rights to Continued Service/Employment. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained
in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement
shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant’s employment or service
with the Company or an Affiliate at any time, with or without Cause, as defined in the Employment Agreement.


 


9.            Adjustments.
In the event of any change to the outstanding Common Shares or the capital structure of the Company (including, without limitation, a
Change in Control), if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Section
12 of the Plan.


 






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10.           Beneficiary Designation. The Participant may file with the Committee a written designation of one or more persons as the
beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or her death, in
accordance with Section 16(f) of the Plan.


 


11.           Tax
Liability and Withholding.


 


11.1         The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid
to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to
take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes in accordance
with Section 16(c) of the Plan. The Committee may permit the Participant to satisfy any federal, state or local tax withholding obligation
by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) authorizing the Company
to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Participant as a result of the vesting of the
Restricted Stock Units (provided, however, that no Common Shares shall be withheld with a value exceeding the maximum amount of tax required
to be withheld by law), or (c) delivering to the Company previously owned and unencumbered Common Shares.


 


11.2         Notwithstanding
any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related
Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company
(a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or
settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock
Units to reduce or eliminate the Participant’s liability for Tax-Related Items.


 


12.           Compliance
with Law. The issuance and transfer of Common Shares shall be subject to compliance by the Company and the Participant with all applicable
requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Shares
may be listed. No Common Shares shall be issued pursuant to Restricted Stock Units unless and until any then applicable requirements
of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The
Participant understands that the Company is under no obligation to register the Common Shares with the Securities and Exchange Commission,
any state securities commission or any stock exchange to effect such compliance.


 


13.           Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Human Resources
Officer of the Company at its principal corporate offices. Any notice required to be delivered to the Participant under this Agreement
shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either
party may designate another address in writing (or by such other method approved by the Company) from time to time.


 


14.           Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of New York without regard to conflict
of law principles.


 






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15.           Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the
Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and
the Company.


 


16.           Participant Bound by Plan. This Agreement is subject to all terms and conditions of the Plan as approved by the Company’s
shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail.


 


17.           Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon
and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this
Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s)
to whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.


 


18.           Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable
to the extent permitted by law.


 


19.           Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.
The grant of the Restricted Stock Units in this Agreement does not create any contractual right or other right to receive any Restricted
Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification,
or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment
with the Company. Nothing in this Section 19 is intended to restrict or amend the Participant’s, holder’s or beneficiary’s
rights pursuant to Section 14 of the Plan.


 


20.           Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel Restricted Stock Units, prospectively or retroactively; provided
that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s
consent.


 


21.           Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be
construed and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of
the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement
comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest
or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.


 






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22.           No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of his or her normal
or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


23.           Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission,
by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and
pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 


24.           Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands
the terms and provisions thereof, and accepts Restricted Stock Units subject to all of the terms and conditions of the Plan and this
Agreement. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock
Units or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such vesting, settlement
or disposition.


 


[SIGNATURE PAGE FOLLOWS]


 



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


 


	 	WILLSCOT MOBILE MINI HOLDINGS CORP.
	 	 
	 	By:	/s/ Erik Olsson
	 	Name: 	Erik Olsson
	 	Title: 	Chairman of the Board of Directors
	 	 
	 	By: 	/s/ Timothy Boswell
	 	Name:   	Timothy Boswell
	 	Title: 	President and Chief Financial Officer


 






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Exhibit
A


  


1.             Purpose. In accordance with Section 3 of the Agreement, the number of the Restricted Stock Units that shall be become vested
and unrestricted shall be the number of Restricted Stock Units earned in accordance with the Performance Goals set forth in Section 3,
below. Any capitalized terms used herein but not defined in the Agreement or the Plan shall have the meaning ascribed to them in Section
2, below.


 


2.             Definitions.


 


For purposes of this Exhibit:


 


2.1           “Performance Goals” shall mean the performance-based vesting conditions as set forth in Section 3 below.


 


2.2           “Share Price” shall mean the 60-day average closing price of the Company’s stock on each of the 60 consecutive
trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed.


 


2.3          
“Measurement Date” shall refer to the final date of the 60 consecutive trading days immediately following the
date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed.


 


3.             Performance-Based Vesting Conditions. The number of Restricted Stock Units that shall be earned shall be determined based
upon the Share Price on the Measurement Dates, as set forth in Table 1, below. Upon achievement of a specified Share Price on a Measurement
Date, the corresponding cumulative number of Restricted Stock Units shall be deemed earned. The target Share Price shall be $47.50, and
the target number of Restricted Stock Units, as defined in Section 1 of the Agreement, shall be deemed earned upon the achievement of
such Share Price. For the avoidance of doubt, the number of Restricted Stock Units earned are cumulative; the number of Restricted Stock
Units that ultimately become vested and unrestricted are equivalent to the highest cumulative number of Restricted Stock Units earned
prior to the Vesting Date.


 


Table 1


 


	Share Price	 	 	Cumulative No. of Restricted Stock Units	 
	$	42.50	 1	 	 	82,353	 
	$	45.00	 2	 	 	163,333	 
	$	47.50	 	 	 	243,158	 
	$	50.00	 	 	 	322,000	 
	$	52.50	 	 	 	393,333	 
	$	55.00	 	 	 	458,182	 
	$	57.50	 	 	 	517,391	 
	$	60.00	 	 	 	583,334	 



 





 








1
In the event a $42.50 Share Price is achieved on either of the first two Measurement Dates (December 31, 2022 or December
31, 2023), the number of Restricted Stock Units earned shall be 164,706.


2
In the event a $45.00 Share Price is achieved on either of the first two Measurement Dates (December 31, 2022 or December
31, 2023), the number of Restricted Stock Units earned shall be 233,334.



 






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By way of example, if the Share Price is below $42.50
on the first Measurement Date, at $42.75 on the second Measurement Date, at $48.00 on the third Measurement Date, and $45.00 on the fourth
Measurement Date, the number of Restricted Stock Units earned will be as follows: 0 Restricted Stock Units earned on the first Measurement
Date, 164,706 Restricted Stock Units earned on the second Measurement Date, an incremental 78,452 Restricted Stock Units for a cumulative
total of 243,158 Restricted Stock Units earned on the third Measurement Date, and 0 incremental Restricted Stock Units earned on the
fourth Measurement Date, with 243,158 Restricted Stock Units vesting and becoming unrestricted following the Vesting Date (subject to
continued employment through the Vesting Date).


 


For the sake of clarity, 0 Restricted Stock Units
will be deemed earned in the event the minimum Share Price in Table 1, above, is not achieved on any of the Measurement Dates; 583,334
Restricted Stock Units will be deemed earned upon achievement of the highest Share Price set forth in Table 1, above.


 


3.1           The
Committee shall determine, as soon as reasonably practicable, but in any event within sixty (60) days after the Measurement Date, the
attainment level of the Performance Goals and the applicable number of the Restricted Stock Units that shall become Vested Units. Any
Restricted Stock Units that do not become Vested Units as of the Vesting Date shall be forfeited. Any Vested Units shall be settled in
accordance with Section 7 of the Agreement.


 


4.             Termination without Cause or for Good Reason. In the event the Participant’s employment or service terminates by reason
of death or Disability, without Cause or for Good Reason, each as defined in the Employment Agreement, before the Vesting Date, the date
of termination will be deemed the final Measurement Date, provided that the Share Price as of such Measurement Date shall be equal to
the average closing price of the Company’s stock on the 60 trading days immediately preceding such date of termination.


 


5.             Effect of a Change in Control. Notwithstanding any provision of the Agreement or this Exhibit to the contrary, in the event
of a Change in Control prior to the Vesting Date (and subject to the Participant’s being in the employ of the Company, its Subsidiaries
or any other affiliate as of the date of the Change in Control), the Restricted Stock Units shall become fully vested as of the date of
the Change in Control in accordance with the Performance Goals; provided that, with respect to this Section 4, the date of consummation
of such Change in Control shall be deemed to be the final Measurement Date and the Share Price as of such Measurement Date shall be the
price per share upon the consummation of such Change in Control, and the Participant shall be eligible to receive (at the same time and
in the same form) the equivalent per share consideration offered to common shareholders generally.


 






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