Filed by Bowne Pure Compliance





Exhibit 10.2




General Finance Corporation




November 10, 2008




Mr. John Johnson

4234 Shepherds Lane

La Canada, California 91011




Dear John:



General Finance Corporation (“GFN” or the “Company”) is pleased to confirm our
employment offer to you for a position as Executive Vice President with the Company. We believe
the position of Executive Vice President will be both challenging and rewarding and focused on, but
not limited to, the areas of responsibility defined by the Chief Executive Officer, and other
projects as are necessary.



Your employment will be on the following terms and conditions set forth in this agreement
(“Agreement”) :



1. Title and Responsibilities




1.1 You will be the Executive Vice President. You will report to the Chief Executive Officer
of the Company. Your duties and responsibilities shall defined by the Chief Executive Officer. In
addition, your duties set forth in Exhibit A attached hereto and those duties and services
for the Company and its affiliates as the Board shall in its discretion, from time to time,
reasonably direct.



1.2 You agree to obey all rules, regulations and special instructions of the Company and all
other rules, regulations, employee handbooks, policies and special instructions applicable to the
Company’s business in connection with your duties hereunder and you shall endeavor to improve your
ability and knowledge of the Company’s business in an effort to increase the value of your services
for the mutual benefit of the Company and you.



1.3 You shall devote your full-time efforts in performing your responsibilities principally at
the executive offices of the Company. You shall not, directly or indirectly, engage or participate
in any activities which are in conflict with the best interests of the Company.



2. Base Salary. Your base salary will be $200,000 per year, payable in bimonthly
installments of $8,333.33.



3. Bonus. You will receive a one-time bonus of $25,000 upon the signing this Agreement.
You will be eligible for an annual bonus of up to 35% of your base salary for each fiscal year,
provided that you are employed by GFN on the last day of such fiscal year (the “Bonus”),
payable upon the approval by the Company’s compensation committee of such Bonus and the approval of the audit committee of the financial statements for such fiscal
year.


 


 









 





Your bonus will be based on such criteria deemed appropriate from time to time by the Board of
Directors or compensation committee, and may include the financial results of the Company, timely,
accurate, within budget and professional execution of your GFN responsibilities and the completion
of other matters requested from time to time by the Chief Executive Officer or the Board of
Directors. It is the Company’s intention to discuss with you in the first part of each year the
specific criteria upon which your bonus will be determined for such year.



4. Reimbursement of Expenses. You will be reimbursed for reasonable and necessary
work-related expenses submitted in a timely fashion.



5. Employee Benefits. Unfortunately, at this time, GFN cannot offer you employee benefits
in the form of health care insurance, life insurance, disability insurance, retirement programs,
etc. However, should GFN adopt such plans in the future, you will entitled to participate on the
same basis in all offered benefits or programs as any other employee of GFN. Until the Company
offers health care insurance to its employees, the Company will reimburse you up to $1,150 per
month for health, dental, vision and/or supplemental

disability premiums for you and your family.



6. Vacation. You shall be entitled to 20 days paid vacation each year, which shall accrue
monthly. You shall have the right to carry over unused vacation to the extent permitted by the
Company’s policy from time to time in effect. Vacation shall be subject to the Company’s vacation
policies as set forth in the employee handbook to be adopted.



7. Term and Termination of Employment. Your employment will commence on November 10, 2008
(or such other date as may be agreed between you and the Company) and will terminate on the
earliest to occur of the following:




7.1 upon your death;



7.2 upon the delivery to you of written notice of termination by the Company if you shall
suffer a physical or mental disability which renders you unable to perform your duties and
obligations under this Agreement for either 60 consecutive days or 120 days in any 12-month period;




7.3 upon 30 days’ written notice from you to the Company;



7.4 upon written notice from you to the Company for one or more of the following effected
without your written consent (“Good Reason”), provided that such notice is received within
90 days of the event or circumstance constituting Good Reason: (a) a reduction in your Base Salary
or reduction in Bonus as a percentage of Base Salary; (b) a permanent relocation of your place of
employment by more than 40 miles from your current home address; or (c) you are assigned duties and
responsibilities that are materially beneath those of a an Executive Vice President (considering in
this regard the limited staffing the Company has and expects to have in the future) and provided
that you notify the Company within five business days of the assignment of such duties that you
believe are the basis of termination of your employment for Good Reason and the Company does not revoke such duties and
responsibilities;


 


 









 





7.5 upon delivery to you of written notice of termination by the Company (i) For Cause, or
(ii) without cause following receipt of written notice of termination from you pursuant to Section
7.3 of this Agreement; or




7.6 upon delivery to you of written notice of termination by the Company without cause.



8. Non-Compete Payments




8.1 Upon termination of your employment for any reason, you shall not be entitled to any
severance, except that if you terminate your employment for Good Reason, or the Company terminates
your employment without cause, you shall be entitled to a lump sum non-compete payment equal to six
months’ Base Salary for such year as in effect on the date of termination (but prior to any
reduction in salary that entitled you to terminate your employment for Good Reason) and
reimbursement for health and other insurance benefits for six months post employment provided that
you execute and deliver to the Company (i) an agreement with a three-year term in which you agree
to provide the Company with a right of first offer to acquire any business (or assets of such
business) (the “Target”) in the portable storage, modular building or mobile office
industry for which you act, or any business in which you are a principal acts, as a financial
advisor which will require the Company, if it desires to submit an offer (which decision shall be
made in the sole discretion of the Company), to submit a written offer to acquire the capital stock
or assets of Target within 15 days of receiving written notice of your representation of Target and
the Target’s interest in selling its capital stock or assets and (ii) a written release (the
“Release”), which is not revoked, in form and substance satisfactory to the Company, of any
and all claims against the Company and its subsidiaries, directors, officers and affiliates with
respect to all matters arising out of your employment by the Company. The Company shall be
entitled to defer payment of any amounts under this Section 8 until the expiration of any period
during which you shall have the right to revoke the Release.



8.2 Notwithstanding the timing of payments set forth in this Agreement, if the Company
determines that you are a “specified employee” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended, and that, as a result of such status, any portion of the payment
under this Agreement would be subject to additional taxation, the Company will delay paying any
portion of such payment until the earliest permissible date on which payments may commence without
triggering such additional taxation (with such delay not to exceed two months), with the first such
payment to include the amounts that would have been paid earlier but for the above delay.



9. Certain Definitions. For purposes of this Agreement, the following capitalized terms
have the following meanings:



9.1 “For Cause” shall mean, in the context of a basis for termination of your
employment with the Company, that:


 


 









 





9.1.1 you breach any material obligation, duty or agreement under this Agreement, which breach
is not cured or corrected within 15 days of written notice thereof from the Company; or




9.1.2 you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or



9.1.3 you are convicted of, or plead guilty or nolo contendere with respect to, theft, fraud,
a crime involving moral turpitude, or a felony under federal or applicable state law; or



9.1.4 you commit any act of personal conduct that, in the reasonable opinion of the Board,
after good faith investigation, gives rise to a material risk of liability under federal or
applicable state law for discrimination or sexual or other forms of harassment or other similar
liabilities to subordinate employees; or



9.1.5 you commit continued and repeated substantive violations of specific written directions
of the Board or Chief Executive Officer, which directions are consistent with this Agreement and
your position as Executive Vice President, or continued and repeated substantive failure to perform
duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed For
Cause under this subsection 9.1.5 unless you first receive written notice from the Company advising
you of the specific acts or omissions alleged to constitute violations of written directions or a
material failure to perform your duties, and such violations or material failure continue after you
shall have had a reasonable opportunity to correct the acts or omissions so complained of; or



9.1.6 you engage in conduct that is demonstrably and materially injurious to the Company Group
(as defined below), or that materially harms the reputation or financial position of the Company
Group (as defined below), unless the conduct in question was undertaken in good faith on an
informed basis with due care and with a rational business purpose and based upon the honest belief
that such conduct was in the best interest of the Company Group (as defined below); or



9.1.7 you are found liable in any U.S. Securities and Exchange or other civil or criminal
securities law action or entering any cease and desist order with respect to such action
(regardless of whether or not you admit or deny liability) where the conduct that is the subject of
such action is demonstrably and materially injurious to the Company Group (as defined below); or



9.1.8 you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii)
fail to materially cooperate with, any investigation authorized by the Board or any governmental or
self-regulatory entity (an “Investigation”) (however, your failure to waive attorney-client
privilege relating to communications with your own attorney in connection with an Investigation
shall not constitute “Cause”); or



9.1.9 you made any material misrepresentations (or omissions) in connection with your resume
and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in
determining to enter into the Agreement.


 


 









 





9.2 “Company Group” means GFN and each corporation or entity controlled directly or
indirectly by GFN.



10. Employment “At Will.” Nothing in this Agreement constitutes a promise of continued
employment or employment for a specified term and your employment relationship shall be at will.
By discussing the terms of employment with GFN outlined herein, you agree and acknowledge that your
employment relationship with GFN would be at will.



11. Non-Solicitation. During the period from the date your employment with the Company
terminates through the second anniversary of such date, you will not directly or indirectly, either
alone or by action in concert with others: (a) induce or attempt to influence any employee of any
member of the Company Group to terminate his or her employment with any member of the Company
Group; (b) employ or offer employment to any person who was employed by any member of the Company
Group at the time of termination of your employment with the Company; or (c) induce or attempt to
induce any customer, supplier, licensee or other business relationship of any member of the Company
Group to cease or reduce its business with any member of the Company Group, or in any way interfere
with the relationship between any such customer, supplier, licensee or business relationship and
any member of the Company Group; or (d) solicit business from any of the Company’s customers or
suppliers.



12. Confidentiality,. You agree not to disclose or use at any time (whether during or
after your employment with the Company) for your own benefit or purposes or the benefit or purposes
of any other person any non-public information regarding the Company Group and its business,
operations, assets, financial condition and properties, including, without limitation, trade
secrets, business plans, policies, pricing information and customer data, provided that the
foregoing covenant shall not restrict you from disclosing information to the extent required by
law. You agree that upon termination of your employment with the Company for any reason, you will
return to the Company immediately all memoranda, books, papers, plans, information, letters and
other data, and all copies thereof or therefrom, in any way relating to the business of the Company
Group except that you may retain personal notes, notebooks, diaries, rolodexes and addresses and
phone numbers. You further agree that you will not retain or use for your account at any time any
trade names, trademark or other proprietary business designation used or owned in connection with
the business of any member of the Company Group.



13. Withholding. The Company may deduct from any compensation payable to you (including
payments made pursuant to Section 9 of this Agreement in connection with or following termination
of employment) amounts sufficient to cover your share of applicable federal, state and/or local
income tax withholding, old-age and survivors’ and other Social Security payments, state disability
and other insurance premiums and payments.


 


 









 





14. Entire Agreement. The foregoing constitutes the entire agreement between you and GFN
should you elect to proceed. By ultimately accepting, you and GFN are agreeing to be
bound by the terms of this Agreement, and only this Agreement. In other words, you are not
accepting the offer based on an understanding or promise, oral or written, which is not contained
in this Agreement, as this Agreement would represent the entire agreement and understanding between
you and GFN regarding your employment with the Company should you proceed. Any changes to the
terms of this Agreement can only be in writing and must be signed by you and the Chief Executive
Officer of GFN in order to be valid and enforceable. Notwithstanding the foregoing, you
acknowledge that the Company has relied on your resume and other documents which may have been
provided by you, and oral statements regarding your employment history, education and experience,
in determining to enter into the Agreement, and material misrepresentations (or omissions) in
connection with such documents may constitute the basis of termination For Cause, as contemplated
by the definition of For Cause.



15. Governing Law. This Agreement has been made and entered into in the State of
California and shall be construed in accordance with the laws of the State of California.



16. Captions. The various captions of this Agreement are for reference only and shall not
be considered or referred to in resolving questions of interpretation of this Agreement.



17. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.



We believe that you would be a worthy addition to the GFN team and are capable of making an
outstanding contribution and that we, in turn, can offer you a challenging and rewarding career.
We look forward to working together with you.



Very truly yours,




GENERAL FINANCE CORPORATION





			
	By	 	/s/ Ronald F. Valenta

Ronald F. Valenta

Chief Executive Officer





Accepted and agreed as of

the date set forth above



/s/ John O. Johnson     

John Johnson


 


 









 





Exhibit A




Reporting directly to the Chief Executive Officer (“CEO”), the Executive Vice President is the
primary executive responsible for capital raising efforts and any acquisitions at General Finance
Corporation and subsidiaries (the “Company”). Overall duties and responsibilities include:




	 	•	 	Completing or overseeing (by directly supervising the capital departments at the
corporate offices and indirectly advising the capital department or offices responsible
for subsidiaries’ capital relationships through the respective channels) all Company
capital and/or corporate capital transactions.
	 
	 	•	 	Identify, evaluate, negotiate and foster strategic partnerships, alliances and
licensing agreements.
	 
	 	•	 	Overseeing all major acquisitions and divestures as earmarked specifically by the CEO
and working with other GFN executives and subsidiary executives in a professional manner.
	 
	 	•	 	Provide written post-mortem review of each deal in order to determine areas of
improvement in acquisition due diligence or integration.
	 
	 	•	 	Assist CEO with corporate strategy and planning.
	 
	 	•	 	Procuring and maintaining corporate and capital relationships.
	 
	 	•	 	Overseeing efforts regarding shareholders, securities analysts and shareholder
inquiries and outbound communications.
	 
	 	•	 	Other duties and services for the Company as the CEO or Board of Directors shall in
their discretion, from time to time, reasonably direct which are not inconsistent with the
position of Executive Vice President.





The Executive Vice President shall be committed to integrity, honesty and respect in all business
endeavors and will obey all rules, regulations, guides, handbooks, procedures, policies and special
instructions applicable to the Company’s business in connection with his duties hereunder.