Exhibit 10.2


 


FORM OF RESTRICTED SHARE AGREEMENT


FOR NON-EMPLOYEE DIRECTORS UNDER THE


SEACUBE CONTAINER LEASING LTD 2010 OMNIBUS EQUITY INCENTIVE PLAN


 


This Agreement (this “Agreement”) is
entered into as of                     ,
2010 (the “Date of
Grant”), by and between SeaCube
Container Leasing Ltd., a Bermuda exempted company (the “Company”), and                       (the
“Participant”), effective upon and in connection with the
initial public offering of the Shares (the “Effective Date”).  Capitalized terms used without definition
herein shall have the meaning ascribed to them in the SeaCube Container Leasing
Ltd. 2010 Omnibus Equity Incentive Plan (the “Plan”).  Where the context permits, references to the
Company shall include any successor to the Company.


 


1.                                       Grant of
Restricted Shares. The Company hereby grants to the Participant               Shares
(such shares, the “Restricted
Shares”), subject to all of the
terms and conditions of this Agreement and the Plan.


 


2.                                       Lapse of
Restrictions.


 


(a)                                  General.  Subject to the provisions set forth below,
the restrictions on Transfer set forth in Section 8 hereof shall lapse with
respect to the number of Restricted Shares specified for each date set forth
below under the column captioned “Vesting Date” (each such date, a “Vesting
Date”) as follows:


 


	
   

  	
  Vesting
  Date

  	
   

  	
  Number of

  Restricted Shares

  	
   

  	
   

  
	
   

  	
  June 30, 2011

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  June 30, 2012

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  June 30, 2013

  	
   

  	
   

  	
   

  	
   

  



 


subject in each case to the continued service
by the Participant on the Board from the date hereof through the relevant
Vesting Date, and provided that the Participant has not given notice of
resignation, as of each such Vesting Date.


 


(b)                                 Following Certain Terminations of Service.


 


(i)                                     Subject to the next sentence, upon termination of the
Participant’s service on the Board for any reason (including the death or
Disability of the Participant), any Restricted Shares in respect of which the
restrictions described in this Section 2 shall not already have lapsed shall be
immediately forfeited by the Participant and transferred to, and reacquired by,
the Company without consideration of any kind and neither the Participant nor
any of the Participant’s successors, heirs, assigns, or personal
representatives shall thereafter have any further rights or interests in such Restricted
Shares.  Notwithstanding the foregoing,
in the event that the Participant is removed from the Board other than for
Cause within twelve (12) months following a Change in Control, one hundred
percent (100%) of the Restricted Shares that are not vested as of the date of
such termination shall immediately vest.


 

















 


(ii)                                  “Cause” shall mean (i) the Participant commits any act
of fraud, intentional misrepresentation or serious misconduct in connection
with the business of the Company or any Affiliate, including, but not limited
to, falsifying any documents or agreements (regardless of form); (ii) the
Participant materially violates any rule or policy of the Company or any
Affiliate which violation results in material damage to the Company or any
Affiliate; (iii) other than solely due to Disability, the Participant willfully
breaches or habitually neglects any material aspect of the Participant’s duties
to the Company or any Affiliate and such failure is reasonably likely to have a
material adverse impact upon the Company or any Affiliate or the operations of
any of them; (v) the Participant’s indictment, conviction, or entering a plea
of guilty or nolo contendere to, a felony
(other than a traffic or moving violation) or any crime involving dishonesty; (vi)
the Participant engages in any other action that may result in removal of the
Participant from the Board for cause pursuant to any generally applied standard
of which standard the Participant knew or reasonably should have known
(including, without limitation, standards under applicable corporate law); or (vii)
any willful breach by the Participant of his fiduciary duties as a member of
the Board.


 


3.                                       Adjustments.  Pursuant to Section 5 of the Plan, in the
event of a Change in Capitalization, the Administrator shall make such
equitable changes or adjustments as it deems necessary or appropriate to the
number and kind of securities or other property (including cash) issued or
issuable in respect of outstanding Restricted Shares.


 


4.                                       Legend on
Certificates. The Participant agrees that any certificate issued
for Restricted Shares (or, if applicable, any book entry statement issued for
Restricted Shares) prior to the lapse of any outstanding restrictions relating
thereto shall bear the following legend (in addition to any other legend or
legends required under applicable federal, state or foreign securities laws):


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER AND RIGHTS OF REPURCHASE (THE “RESTRICTIONS”)
AS SET FORTH IN THE SEACUBE CONTAINER LEASING LTD. 2010 OMNIBUS EQUITY
INCENTIVE PLAN AND A RESTRICTED SHARE AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND SEACUBE CONTAINER LEASING LTD., COPIES OF WHICH ARE ON
FILE WITH THE SECRETARY OF SEACUBE CONTAINER LEASING LTD. ANY ATTEMPT TO
DISPOSE OF THESE SHARES IN CONTRAVENTION OF SUCH RESTRICTIONS, INCLUDING BY WAY
OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE
NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF SUCH
SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.


 


5.                                       Certain Changes. The
Administrator may accelerate the date on which the restrictions on Transfer set
forth in Section 8 hereof shall lapse or otherwise adjust any of the terms of
the Restricted Shares; provided that, subject to Sections 5 and 21 of the Plan,
no action under this Section 5 shall adversely affect the Participant’s rights under
this Agreement.


 


6.                                       Notices. All notices
or other communications required or permitted under this Agreement shall be
made in writing and shall be deemed given if delivered personally or sent by
nationally recognized overnight courier service.  Any notice or other communication shall be
deemed 


 


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given on the date of delivery, or on the date
one (1) business day after it shall have been given to a nationally-recognized
overnight courier service.  All such
notices or communications shall be delivered to the recipient at the addresses
indicated below:


 


To the Company:


 


SeaCube Container Leasing Ltd.


1 Maynard Drive


Park Ridge, New Jersey 07656


Attention: 
General Counsel


 


To the Participant:


 


at the address as it appears in the Company’s
books and records or at such other place as the Participant shall have
designated by notice as herein provided to the Company.


 


7.                                       Securities Laws
Requirements. The Company shall not be obligated to issue Shares
to the Participant free of the restrictive legend described in Section 4 hereof
or of any other restrictive legend, if such transfer, in the opinion of counsel
for the Company, would violate the Securities Act of 1933, as amended, or any
other federal, state or foreign statutes having similar requirements that may
be in effect at the relevant time.


 


8.                                       Protections
Against Violations of Agreement.  Until such time as the Restricted Shares are
fully vested in accordance with Section 2 hereof, no purported sale,
assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance,
gift, transfer in trust (voting or other) or other disposition of, or creation
of a security interest in or lien on, any of the Restricted Shares or any
agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder
thereof in violation of the provisions of this Agreement will be valid.  Any purported Transfer of Restricted Shares
or any economic benefit or interest therein in violation of this Agreement
shall be null and void ab initio, and
shall not create any obligation or liability of the Company, and any person
purportedly acquiring any Restricted Shares or any economic benefit or interest
therein transferred in violation of this Agreement shall not be entitled to be
recognized as a holder of such Shares. 
In addition, unless the Administrator determines otherwise, upon any
attempted Transfer of Restricted Shares or any rights in respect of Restricted
Shares, before the vesting thereof, such Restricted Shares, and all of the
rights related thereto, shall be immediately forfeited by the Participant and
transferred to, and reacquired by, the Company without consideration of any
kind.


 


9.                                       Taxes.  The Participant understands that he (and not
the Company) shall be responsible for any tax liability that may arise as a
result of the transactions contemplated by this Agreement.


 


THE PARTICIPANT ACKNOWLEDGES
THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE
PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO ASSIST THE
PARTICIPANT IN MAKING THIS FILING.


 


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The Participant acknowledges
that the tax laws and regulations applicable to the Restricted Shares and the
disposition of the Restricted Shares following vesting are complex and subject
to change, and it is the sole responsibility of the Participant to obtain the
Participant’s own advice as to the tax treatment of the terms of this
Agreement.


 


BY SIGNING THIS AGREEMENT,
THE PARTICIPANT REPRESENTS THAT THE PARTICIPANT HAS REVIEWED WITH THE PARTICIPANT’S
OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT THE PARTICIPANT IS RELYING
SOLELY ON SUCH ADVISORS, AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE
COMPANY, OR ANY AFFILIATE THEREOF, OR ANY AGENT OF THE COMPANY OR ANY AFFILIATE
THEREOF.


 


10.                                 Failure to
Enforce Not a Waiver.  The failure
of the Company to enforce at any time any provision of this Agreement shall in
no way be construed to be a waiver of such provision or of any other provision
hereof.


 


11.                                 Incorporation
of Plan. The Plan is hereby incorporated by reference into, and made a part
of, this Agreement, and the Restricted Shares and this Agreement shall be
subject to all terms and conditions of the Plan.


 


12.                                 Amendments;
Construction. The Administrator may amend the terms of this
Agreement prospectively or retroactively at any time, but no such amendment
shall impair the rights of the Participant hereunder without the Participant’s
consent, except as provided in Sections 5 and 21 of the Plan.


 


13.                                 Survival of
Terms. Except as otherwise expressly provided herein, this Agreement shall
be binding upon and inure to the benefit of the Company and its Affiliates, and
their respective successors and assigns, and the Participant and the
Participant’s heirs, personal representatives, successors and assigns;
provided, however, that nothing contained herein shall be construed as granting
the Participant the right to Transfer any of the Restricted Shares, except in accordance
with this Agreement and any transferee shall hold the Restricted Shares having
only those rights, and being subject to the restrictions, provided for in this
Agreement.


 


14.                                 Rights as a
Shareholder. Except as otherwise expressly provided in this Agreement,
the Participant will have all of the rights of a shareholder with respect to
all of the Restricted Shares (until and unless the Restricted Shares are
forfeited), including, without limitation, the right to vote such shares and
the right to receive all dividends or other distributions with respect to such
Shares, both prior to and after the lapse and removal of the vesting
restrictions set forth herein, and, if Shares are ultimately forfeited, prior
to such forfeiture.


 


15.                                 Agreement Not a
Contract for Services. Neither the Plan, the granting of the
Restricted Shares, this Agreement nor any other action taken pursuant to the
Plan shall constitute or be evidence of any agreement or understanding, express
or implied, that the Participant has a right to continue to provide services as
a director of the Company or any Affiliate thereof for any period of time or at
any specific rate of compensation.


 


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16.                                 Authority of
the Administrator; Disputes. The Administrator shall
have full authority to interpret and construe the terms of the Plan and this
Agreement.  The determination of the
Administrator as to any such matter of interpretation or construction shall be
final, binding and conclusive.


 


17.                                 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 of the Plan and this Agreement, and
accepts the Restricted Shares subject to all the terms and conditions of the
Plan and this Agreement.  The Participant
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under this
Agreement.


 


18.                                 Miscellaneous.


 


(a)                                  This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and may not be modified or
amended except by a written agreement signed by the Company and the
Participant.  As of the date hereof, this
Agreement shall supersede any other agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof, which
have been made by either party or any Affiliate thereof.


 


(b)                                 In the event any capital shares of the Company or any other
corporation shall be distributed on, with respect to, or in exchange for Common
Shares of the Company as a share dividend, share split, spin-off,
reclassification or recapitalization in connection with any merger,
amalgamation, continuation into another jurisdiction or reorganization, the
restrictions, rights and options set forth in this Agreement shall apply with
respect to such other capital shares to the same extent as they are, or would
have been applicable, to the Common Shares acquired hereunder on, or with respect
to, which such other capital shares were distributed.


 


(c)                                  No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or similar nature.  Anything in this Agreement to the contrary
notwithstanding, any waiver, consent or other instrument under or pursuant to
this Agreement signed by, or binding upon, the Participant shall be valid and
binding upon any and all persons or entities (other than the Company and its
Affiliates) who may, at any time, have or claim any rights under or pursuant to
this Agreement in respect of the Restricted Shares.


 


(d)                                 Any provision hereof which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  To the fullest
extent permitted by applicable law, the parties hereby waive any provision of
law which may render any provision hereof prohibited or unenforceable in any
respect.


 


(e)                                  The obligations of the Company and the Participant under this
Agreement which by their nature may require either partial or total performance
after the Participant’s service with the Company and its Subsidiaries is
terminated shall survive such termination of service.


 


(f)                                    Should any party to this Agreement be required to commence
any litigation concerning any provision of this Agreement or the rights and
duties of the parties hereunder, the 


 


5

















 


prevailing party in such proceeding shall be
entitled, in addition to such other relief as may be granted, to the reasonable
attorneys’ fees and court costs incurred by reason of such litigation.


 


(g)                                 The Section headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said
Sections.


 


(h)                                 Words in the singular shall be read and construed as though
in the plural and words in the plural shall be read and construed as though in
the singular in all cases where they would so apply.  Words herein of any gender are deemed to
include each other gender.


 


(i)                                     This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
agreement, and all signatures need not appear on any one counterpart.


 


(j)                                     This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without regard
to any choice-of-law rules thereof which might apply the laws of any other
jurisdiction.


 


(k)                                  WAIVER OF JURY TRIAL. 
EACH PARTY HEREBY WAIVES SUCH PARTY’S RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SUBJECT MATTER HEREOF.  EACH PARTY ALSO
WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS
WAIVER, BE REQUIRED OF SUCH PARTY.  THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MIGHT BE FILED IN ANY COURT AND THAT MAY RELATE TO THE SUBJECT MATTER OF
THIS AGREEMENT, INCLUDING ALL COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY FURTHER REPRESENTS AND WARRANTS
THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH
LEGAL COUNSEL.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, MODIFICATIONS,
SUPPLEMENTS OR RESTATEMENTS HEREOF.  IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.


 


[signature
page follows]


 


6

















 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement on the day and year first above written.


 


 


	
   

  	
  SEACUBE CONTAINER LEASING LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


[Signature Page to Restricted
Share Agreement]