Employment Agreement (Bryan Livingston)



 Exhibit 10.2 
 EMPLOYMENT AGREEMENT 
 EMPLOYMENT AGREEMENT, dated as of June 1, 2011
(the “Employment Agreement”), by and between BakerCorp, a Delaware corporation (the “Company”), and Bryan Livingston (the “Executive”). 

WHEREAS, BakerCorp International Holdings (formerly B-Corp Holdings, Inc.), a Delaware corporation (“Parent”), B-Corp
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), LY BTI Holdings Corp., a Delaware corporation and Lightyear Capital, LLC, a Delaware limited liability company, solely in its capacity as
stockholder representative, are parties to an agreement and plan of merger dated as of April 12, 2011 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Holdings (the “Merger”);

 WHEREAS, the Company is an indirect wholly-owned subsidiary of Parent; 

WHEREAS, the Company desires to continue to employ the Executive following the Merger and wishes to acquire and be assured of his
services on the terms and conditions hereinafter set forth; and 
 WHEREAS, the Executive desires to continue to be employed by
the Company following the Merger and to perform and to serve the Company on the terms and conditions hereinafter set forth. 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is
acknowledged, the parties hereto agree as follows: 
 Section 1. Employment. 

1.1. Term. Subject to Section 3 hereof, the Company agrees to employ the Executive, and the Executive agrees to be employed
by the Company, in each case pursuant to this Employment Agreement, for a period commencing on the Closing Date (as defined in the Merger Agreement) (the “Effective Date”) and ending on the fifth anniversary of the Effective Date
(the “Initial Term”); provided, however, that the period of the Executive’s employment pursuant to this Employment Agreement shall be automatically extended for successive one-year periods thereafter (each, a
“Renewal Term”), in each case unless either party hereto provides the other party hereto with written notice that such period shall not be so extended at least thirty (30) days in advance of the expiration of the Initial Term
or the then-current Renewal Term, as applicable (the Initial Term and any Renewal Term, collectively, the “Term”). Each additional one-year Renewal Term shall be added to the end of the next scheduled expiration date of the Initial
Term or Renewal Term, as applicable, as of the first day after the last date on which notice may be given pursuant to the preceding sentence. The Executive’s period of employment pursuant to this Employment Agreement shall hereinafter be
referred to as the “Employment Period.” 







 1.2. Duties. During the Employment Period, the Executive shall serve as the
Company’s President and Chief Executive Officer and such other positions as an officer or director of the Company and such affiliates of the Company as the Executive and the board of directors of Parent (the “Board”) shall
mutually agree from time to time, and shall have the customary duties associated with such positions, which shall be consistent with the Executive’s duties immediately prior to the Effective Date. The Executive shall report directly to the
Board. The principal place of employment, and principal office, shall be Seal Beach, CA. The Board shall take such action as may be necessary to appoint or elect the Executive as a member of the Board as of the Effective Date. Thereafter, during the
Employment Period, the Executive shall serve as a member of the Board, subject to any limitation imposed by applicable law or regulatory requirements. 
 1.3. Exclusivity. During the Employment Period, the Executive will devote substantially all of the Executive’s business time, attention and energies to the performance of the Executive’s
duties hereunder. Consistent with the foregoing obligation, during the Employment Period, the Executive shall not without the prior written consent of the Board, which the Board may grant or withhold in its sole discretion: (i) accept any other
employment; (ii) serve on the board of directors or similar body of any other business entity; or (iii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that, solely in the
case of clause (iii), is or may be competitive with, or that might place Executive in a competing position to that of, the Company Group (as hereinafter defined). The term “Company Group” means individually and collectively Parent
and each of its direct and indirect subsidiaries, including, without limitation, the Company. Notwithstanding the foregoing, nothing herein shall prevent the Executive from (x) serving on the boards of directors of non-profit organizations,
(y) participating in charitable, civic, educational, professional, community or industry affairs, and (z) managing the Executive’s passive personal investments so long as such activities in the aggregate do not interfere or conflict
with the Executive’s duties hereunder or create a potential business or fiduciary conflict. 
 1.4. Payment of
Taxes. To the extent that any taxes become payable by Executive by virtue of any payments made to, or benefits conferred upon, the Executive by the Company, the Company shall not be liable to pay or obligated to reimburse Executive for any such
taxes or to make any adjustment under this Employment Agreement except as otherwise expressly set forth herein, and any payments otherwise due under this Employment Agreement to Executive shall be reduced by any required withholding for federal,
state and/or local taxes and other appropriate payroll deductions. 
 Section 2. Compensation. 

2.1. Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the
Company shall pay to the Executive a salary at an annual rate of $500,000, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted
upward (but not downward) by the Board (or a committee thereof) in its sole discretion. 
 2.2. Annual Bonus. For each
fiscal year of the Company ending during the Employment Period, the Executive shall be eligible for a potential award of additional 

  
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compensation (the “Annual Bonus”) to be based upon such objectively determinable Company performance criteria for each such fiscal year as determined by the Board in the best
interests of the Company (the “Performance Goals”). The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall equal one hundred twenty-five percent (125%) of the Base
Salary (the “Target Annual Bonus Opportunity”) (which shall be pro-rated for any fiscal year not falling entirely within the Employment Period). The amount paid will depend on the extent to which the Performance Goals are achieved
or exceeded. The Annual Bonus shall be paid within two and a half (2 1/2) months after the end of the Company’s fiscal year, subject to the Executive’s continued employment through the date of payment, except to the extent expressly provided herein. The Annual
Bonus shall be paid in cash. 
 2.3. Employee Benefits. During the Employment Period, the Executive shall be
eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other senior executives of the Company. 

2.4. Vacation. During the Employment Period, the Executive shall be entitled to four (4) weeks vacation per fiscal year in
accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time. The number of vacation days is prorated for the first and last fiscal years of employment, and shall be determined by multiplying
twenty (20) by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365. 

2.5. Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all
commercially reasonable business out-of-pocket expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as
approved by the Board (or a committee thereof) and in effect from time to time. 
 2.6. Legal Fees. Upon presentation of
appropriate documentation, the Company shall pay the Executive’s reasonable counsel fees incurred in connection with the negotiation and documentation of this Agreement, up to a maximum of $16,667, which shall be paid within sixty
(60) days following the Effective Date. 
 Section 3. Employment Termination. 

3.1. Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason during the
Term, and the Executive may voluntarily terminate his employment hereunder for any reason during the Term, in each case (other than upon a termination by the Company for Cause, as defined below) at any time upon not less than thirty
(30) days’ notice to the other party (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of Executive’s employment with
the Company for any reason, the Executive shall be entitled to (i) payment of any Base Salary earned but unpaid through the Termination Date, (ii) any vested benefits to the extent provided under the applicable terms of applicable


  
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Company arrangements and (iii) any unreimbursed expenses in accordance with Section 2.5 hereof (collectively, the “Accrued Amounts”). It is specifically understood and
agreed by the parties to this Employment Agreement that the Company’s obligations under this Section 3 constitute good and valuable consideration for the covenants made by Executive in favor of the Company under this Employment Agreement,
including, without limitation, Section 4 hereof. 
 3.2. Termination due to Death or Disability. If
Executive’s employment is be terminated due to the Executive’s death or Disability (as defined below), in addition to the Accrued Amounts, the Company shall pay to the Executive or the Executive’s estate, as applicable, a pro-rata
bonus for the fiscal year of termination, equal to the Executive’s Target Annual Bonus Opportunity, multiplied by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable fiscal
year prior to and including the Termination Date and the denominator of which is 365 (the “Pro-Rata Bonus”). The Pro-Rata Bonus shall be paid within thirty (30) days following the Termination Date. 

3.3. Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If
Executive’s employment is terminated (i) by the Executive by Voluntary Resignation for Good Reason, each as defined below (provided that Executive has complied with the Notice of Resignation requirement set forth in Section 6.10
hereof) or (ii) by the Company without Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof, provided, that, the Executive has continued employment to the end of the Term and
resigns within ten (10) days following the end of the Term), in addition to the Accrued Amounts, the Company shall pay to the Executive (A) a Pro-Rata Bonus and (B) an amount per month equal to one-twelfth of the sum of (x) Base
Salary plus (y) the Target Annual Bonus Opportunity for the 24-month period following the Termination Date (the “Severance Benefits Period”); provided, that, if such termination occurs within the one (1) year
period following a Change in Control (as defined below), in lieu of the Base Salary and Target Annual Bonus Opportunity continuation described in this clause (B), the Executive shall be entitled to such amounts in a lump sum ((A) and
(B) together, the “Severance Amounts”). The Executive and the Executive’s dependents shall also be entitled to health benefits (including medical and dental benefits) under the Company’s health insurance plan for the
Severance Benefits Period, subject to earlier termination of such benefits if the Executive ceases to be eligible for continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) on
similar terms and conditions applicable to Executive immediately prior to the termination of Executive’s employment; provided, that, such continued coverage shall be paid for by the Company to the extent that the Company was
paying for such medical benefits immediately prior to termination, and the period of such continued coverage shall be credited against the Company’s obligation to permit the Executive to elect continuation coverage under Section 601 of the
Employee Retirement Income Security Act of 1974, as amended, and any similar state law, and under COBRA, and any similar state law (the “Continued Medical Benefits”). The Company’s obligations under this Section 3.3 are
collectively referred to as the “Severance Benefits.” Notwithstanding any provision to the contrary herein, and without limitation of any remedies to which the Company may be entitled, (i) the Severance Amounts shall be paid,
or commence to be paid, as applicable, within the thirty (30) day period following the Termination Date, provided, that, the Executive signs and delivers 

  
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to the Company the release attached hereto as Exhibit A (the “Release”) and the period (if any) during which the Release can be revoked expires within such thirty
(30) day period; provided, further, that, if such thirty (30) day period spans two calendar years, payment of the Severance Amounts shall be paid, or commence to be paid, as applicable, in the second calendar year. The
Executive specifically acknowledges that Executive’s entering into this Employment Agreement and payment by the Company of the Severance Benefits constitutes good and valuable and otherwise sufficient consideration for Executive’s
execution and delivery of the Release. 
 3.4. Termination Due to Retirement. Upon Retirement (as defined below), the
Executive, whether or not Section 3.3 also applies but without duplication of benefits, shall be entitled to purchase coverage under the Retiree Medical Plan (as defined below) upon the terms and conditions in effect as of the date hereof;
provided, that, except as provided herein, (i) the age and service-based eligibility requirements of the Retiree Medical Plan shall not apply and (ii) the Executive shall be responsible for paying the full unsubsidized
premium cost of such coverage. On the first day of each month during the period commencing on the date of the Executive’s Retirement and ending on the date that the Executive is no longer permitted to continue participation in the Retiree
Medical Plan pursuant to the terms in effect as of the date hereof, the Company shall pay the Executive an amount such that, after deduction of all Federal, state and local income and employment taxes, the Executive retains an amount equal to the
Company’s then-current portion of any premium or premium equivalents under the Retiree Medical Plan. 
 3.5. Voluntary
Resignation other than for Good Reason or due to Retirement; Termination by the Company for Cause. If Executive’s employment with the Company is terminated (i) by Executive by Voluntary Resignation other than for Good Reason or due to
Retirement or (ii) by the Company for Cause, the Company shall pay to Executive the Accrued Amounts. 
 3.6. No
Mitigation or Set-Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the
amount of any payment hereunder be reduced by any compensation earned by the Executive as a result of employment or other service by a subsequent employer or service recipient. The Company’s obligations to pay the Executive amounts
hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or any of its affiliates. 
 Section 4. Restrictive Covenants. 
 4.1. Non-Disclosure of
Confidential Information. 
 (a) “Confidential Information” means proprietary and confidential information
regarding the Company Group that is not generally available to the public, including (to the extent that it is not so generally available): (1) information regarding the Company Group’s business, operations, financial condition, customers,
vendors, sales representatives and other employees; (2) projections, budgets and business plans regarding the Company Group; (3) information regarding the Company Group’s planned or pending acquisitions, divestitures or other business
combinations; (4) the Company Group’s trade secrets and proprietary 

  
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information; and (5) the Company Group’s technical information, discoveries, inventions, improvements, techniques, processes, business methods, equipment, algorithms, software programs,
software source documents and formulae. For purposes of the preceding sentence, information is not treated as being generally available to the public if it is made public by the Executive in violation of this Employment Agreement. 

(b) During the Term and at all times thereafter, (i) the Executive must maintain all Confidential Information in confidence and
must not disclose any Confidential Information to anyone outside of the Company Group; and (ii) the Executive must not use any Confidential Information for the benefit of the Executive or any third party. Nothing in this Employment Agreement,
however, prohibits the Executive from: (1) disclosing any information (or taking any other action) in furtherance of the Executive’s duties to the Company Group while employed by the Company Group; or (2) disclosing Confidential
Information to the extent required by law (after giving prompt notice to the Company in order that the Company Group may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such information). Upon the
Company’s request at any time, and upon the Termination Date, the Executive must immediately deliver to the Company Group all tangible items in Executive’s possession or control that are or that contain Confidential Information, without
keeping any copies. 
 (c) The covenants of the Executive under this Section 4.1 are in addition to, and are not intended
to limit in any way, the Executive’s duties and obligations to the Company Group under any applicable statutory, civil or common law not to disclose or make personal use of Confidential Information or trade secrets. 

4.2. Non Solicitation, No-Hire and Non-Disparagement. 
 (a) For the period beginning on the date of this Employment Agreement and ending two (2) years after the Termination Date (the “Restricted Period”), the Executive covenants and
agrees that Executive shall not, directly or indirectly, as an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, (i) solicit any Persons who are, or within the
one-year period immediately preceding the Termination Date were, customers of the Company Group, to purchase other than from the Company Group any goods or services sold or provided by the Company Group in relation to the Business or (ii) take
any action to discourage any Persons who are, or within the one-year period immediately preceding the Termination Date were, suppliers of the Company Group, from doing business with the Company Group. 

(b) In addition, the Executive covenants and agrees that during the Restricted Period, Executive shall not, directly or indirectly, as
an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, hire or solicit to perform services (as an employee, consultant or otherwise) or take any actions which are
intended to persuade any termination of association with the Company Group (as applicable) any Persons who are, or within the six (6) month period immediately preceding the solicitation were, employed by the Company Group at the level of a
manager, director (e.g., sales and marketing, business development), vice-president, president or any level more senior than any such level, provided, however, that (A) solicitation or hiring by the Executive of an


  
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immediate family member of such Executive shall not constitute a violation of this Section 4.2, and (B) general solicitations of employment published in a journal, newspaper or other
publication of general circulation or listed on any internet job site and not specifically directed towards such employees shall not be deemed to constitute solicitation for purposes of this Section 4.2 and the hiring of any person as a result
of such permitted solicitations shall not constitute a breach of this Section 4.2. 
 (c) The Executive also hereby
covenants and agrees that the Executive shall not, directly or indirectly, make (or cause to be made) to any Person any knowingly disparaging, derogatory or other negative statement about the Company Group or any of their officers, directors or
employees. The Company covenants and agrees that the directors and senior officers of the Company shall not, directly or indirectly, while employed by the Company Group or serving as a director of any member of the Company Group, as the case may be,
make (or cause to be made) to any person or entity any knowingly disparaging, derogatory or other negative statement about the Executive. The foregoing shall not be violated by (i) truthful statements in response to legal process, required
governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), or (ii) statements that the Executive or the senior officers or directors of the
Company in good faith believe are necessary or appropriate to make in connection with their good faith performance of their duties to the Company Group. 
 4.3. Reasonableness of Restrictions. Executive specifically acknowledges and agrees that the time, geographic and activity restrictions (as applicable) set forth in Section 4 of this
Employment Agreement are reasonable and properly required for the protection of the Company Group. The Executive further agrees that these restrictions shall be given the construction which renders their provisions enforceable to the maximum extent
(but not in excess of their express terms) possible under applicable law. If, however, a court of competent jurisdiction determines that any of the restrictions stated herein are unreasonable or otherwise not enforceable, the parties agree to the
reduction of such unenforceable restriction to the maximum time, geographic and activity restriction (as applicable) as such court deems reasonable and otherwise enforceable under the circumstances then existing. Also, if the Company Group seeks
partial enforcement of those Sections as to only time, geographic and activity restrictions which are deemed reasonable by a court of competent jurisdiction, then the Company Group shall be entitled to such partial enforcement. If such agreement of
reduction or right of partial enforcement is not enforced by a court of competent jurisdiction, then the unenforceable provisions shall be severed in accordance with Section 7.5. The Executive recognizes that any breach of Section 4 will
cause irreparable injury to the Company Group and that the actual damages may be difficult to ascertain, and the Executive agrees that money damages may not be an adequate remedy for breach of any such Sections. Therefore, in the event of a breach
or threatened breach of any such Sections by the Executive, the Company Group, or their respective successors and assigns may, in addition to other rights and remedies existing in their favor, apply to a court of competent jurisdiction for specific
performance and/or injunctive or other relief in order to enforce or prevent any breach of, the provisions hereof without the requirement to post bond. In addition, in the event of a breach by the Executive of such Sections, the covenant period with
respect to Executive and such breached restriction, shall be tolled until such breach is stopped. 

  
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 4.4. Other Obligations. Without implication that the contrary would otherwise be
true, the Executive’s obligations under Section 4 of this Employment Agreement are in addition to, and not in limitation of, any other obligations that Executive may have under contract, applicable law or otherwise. 

Section 5. Put Right. 
 5.1. If the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with
Section 1 hereof; provided, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the
Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair
Market Value at the time of delivery of a Redemption Notice (as defined below). 
 5.2. If the Executive
intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to
exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases pursuant to the foregoing shall take place at the
principal office of Parent by the latest of (A) the two hundred and tenth (210th) day following the Executive’s termination of employment, (B) the tenth (10th) day following the determination of Fair Market Value as provided in Annex A to the Stockholders’ Agreement
(as defined below) or (C) thirty (30) days following the Executive’s delivery of a Redemption Notice; provided, that the deadline for payment by the Company pursuant to this Section 5 may be extended as required from time
to time by the Company’s debt financing arrangements (as determined in the sole discretion of the Board) or if the Executive has failed to comply with Section 5.3. The price, if any, payable as described in this Section 5 shall be
paid by delivery to the Executive of a certified bank check or checks in the full amount payable to the order of the Executive against delivery of certificates or other instruments representing the Rollover Stock so purchased, appropriately endorsed
or executed by the Executive or the Executive’s authorized representative. The Parent may choose to have a designee purchase any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in this Section 5 shall
refer to such designee as the context requires. 
 5.3. Any payment to the Executive pursuant to this Section 5 shall be
conditioned on his signing the Non-Competition Agreement attached hereto as Exhibit B. 
 5.4. All capitalized terms
used in this Section 5 that are not otherwise defined in this Employment Agreement shall have the meaning set forth in the Stockholders’ Agreement dated as of June 1, 2011, by and among B-Corp Holdings, Inc., the Existing Owner Group
(as defined in the Stockholders’ Agreement) and the Management Stockholders thereto (the “Stockholders’ Agreement”). The term “Rollover Stock” shall mean (i) Common Stock (as defined in the
Stockholders’ Agreement) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution Agreement. 

  
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 Section 6. Certain Definitions. 

6.1. “Business” means the business (i) of leasing temporary containment equipment, pumps, filtration equipment and
related accessories, (ii) of selling pumps and related accessories, and (iii) as conducted or contemplated to be conducted (in the case of contemplated conduct, as evidenced by tangible business activities that have been undertaken by any
member of the Company Group or actions, activities or plans approved by the Board) by the Company Group on the Termination Date. 
 6.2. “Cause” means any of the following, as reasonably determined in good faith by the Board: (i) commission by Executive of a felony (or a crime involving moral turpitude);
(ii) theft, conversion, embezzlement or misappropriation by Executive of funds or other assets of the Company Group or any other act of fraud or material dishonesty with respect to the Company Group (including acceptance of any bribes or
kickbacks); (iii) intentional, grossly negligent or unlawful misconduct by Executive that causes material harm to the Company Group or exposes the Company Group to a substantial risk of material harm; (iv) Executive’s violation of a
law regarding employment discrimination or sexual harassment; (v) Executive’s repeated failure to follow the reasonable directives of a supervisor (or the Board – or person(s) exercising a managerial function similar to the Board
– of Executive’s employer within the Company Group) which failure has not been cured by Executive within 30 days after written notice to Executive of such failure; (vi) the unauthorized dissemination by Executive of Confidential
Information which causes material harm to the Company Group or exposes the Company Group to material harm; (vii) a material breach of any non-competition, non-solicitation, confidentiality or similar agreement with the Company Group; or
(viii) a material breach of this Employment Agreement which breach has not been cured by Executive within 30 days after written notice to Executive of such breach (which 30 day cure period shall be required only if such breach is capable of
being cured). In the event that the Board believes that Cause may exist, it shall provide Executive with the opportunity to promptly (and in any event, not later than the date and time specified by the Board in writing for responding to its request
for information, which date shall be reasonable given the circumstances that are being evaluated with regard to whether Cause may exist) provide the Board with information relevant to the Board’s ultimate determination as to whether Cause
exists. 
 6.3. “Change in Control” means any transaction or series of related transactions (including the
consummation of a merger, share purchase, recapitalization, redemption, issuance of capital stock, consolidation, reorganization or otherwise) pursuant to which (i) the stockholders of Parent immediately before such transaction own (together
with their affiliates), immediately following such transaction, securities representing fifty percent (50%) or less of the combined voting power of the outstanding voting securities of the entity surviving or resulting from such transaction, or
(ii) Parent sells all or substantially all of the assets of Parent and its subsidiaries on a consolidated basis; provided that, for purposes of this Agreement, an event shall not be considered to be a Change in Control unless such event is also
a “change in control event” within the meaning of Section 409A of the Internal Revenue Code. 
 6.4.
“Disability” means that (1) the Executive is suffering from an illness, injury, impairment or other disability that has caused (or the Board reasonably determines will cause) the Executive to be unable to perform
Executive’s duties with any 

  
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member of the Company Group for 90 consecutive days or for 120 cumulative days during any 180 day period; (2) the Executive, the Executive’s spouse or a minor child of the Executive has
been diagnosed with a disease or illness that a medical doctor reasonably acceptable to Executive and the Company has certified is terminal; or (3) the Executive is receiving long term disability benefits under any policy, plan or program.

 6.5. “Good Reason” means the occurrence of any of the following events, without the express written consent
of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the reasons set forth below:
(i) a material diminution in the Executive’s Base Salary or Target Annual Bonus Opportunity; (ii) a material diminution in the executive’s duties, authorities or responsibilities (other than temporarily while physically or
mentally incapacitated or as required by applicable law); or (iii) a relocation of the Executive’s primary work location by more than fifty (50) miles from its then current location. The Executive must provide the Company with a
written notice detailing the specific circumstances alleged to constitute Good Reason in a Notice of Resignation pursuant to Section 6.10 hereof within ninety (90) days after first becoming aware of the occurrence of such circumstances,
and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30) day cure period described above. 
 6.6. “Permira Stockholders” shall mean, collectively, and together with any of their respective Affiliates, Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments
Limited and P4 Co-Investment L.P. 
 6.7. “Person” means any individual, partnership, corporation, limited
liability company, association, joint stock company, trust, joint venture, unincorporated organization, or the United States of America or any other nation, state or other political subdivision thereof, or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of government. 
 6.8. “Retiree Medical Plan”
means the portion of the BakerCorp Welfare Benefit Plan that provides retiree medical and dental benefits, specifically (i) the retiree medical benefits described in the BakerCorp Choice POS II Medical Plan – Retiree Plan summary plan
description as of July 1, 2010 and (ii) the retiree dental benefits provided to “Retired Employees” (as such term is defined therein) as described in the certificate of coverage from Metropolitan Life Insurance Company, Group
Policy No. TM 05595646-G, effective November 1, 2009. 
 6.9. “Retirement” means the Executive’s
Voluntary Resignation for any reason following the date the Executive attains age 58; provided, that the Executive has provided a Notice of Resignation in accordance with the provisions of Section 6.10 hereof no later than one (1) year
prior to the date of such Voluntary Resignation. 
 6.10. “Voluntary Resignation” means the Executive’s
voluntarily resignation of Executive’s employment by the Company by delivery of the Notice of Resignation. The “Notice of Resignation” means a written notice of resignation addressed to the Board and sent to the Company in
accordance with the provisions of Section 7.4 hereof. The 

  
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Notice of Resignation shall set forth the Date of Resignation and state whether or not the Executive believes that the resignation is for Good Reason. In the event that Executive believes that
the resignation is for Good Reason, the Notice of Resignation shall also set forth in reasonable detail the basis of Executive’s belief that Executive is resigning for Good Reason, including the elements of the definition of Good Reason that
Executive believes are applicable. 
 Section 7. Miscellaneous. 

7.1. Indemnification; Liability Insurance. The Company shall indemnify the Executive to the fullest extent permitted by
applicable law in the event that the Executive is a party to a pending action, suit or proceeding, by reason of the fact that the Executive is or was a director, officer, employee or agent of the Company or any of its affiliates. In addition, a
directors’ and officers’ liability insurance policy (or policies) shall be kept in place, during the Employment Period and thereafter for the duration of any period in which a civil, equitable, criminal or administrative proceeding may be
brought against the Executive, providing coverage to the Executive that is no less favorable to the Executive in any respect (including with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided with respect
to periods after the Effective Date to any other present senior executive or director of the Company. 
 7.2. Assignment; No
Third-Party Beneficiaries. This Employment Agreement and the rights and duties hereunder are personal to the parties hereto and shall not be assigned, delegated, transferred, pledged or sold by either party hereto without the prior written
consent of the Company. Notwithstanding the foregoing, the Company may assign this Employment Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor
to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Employment Agreement,
“Company” shall mean the Company and any successor to its business and/or assets, which assumes this Agreement by operation of law or otherwise assumes this Agreement and agrees to perform the duties and obligations of the Company
hereunder. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this
Employment Agreement, except that the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive. 

7.3. Complete Agreement; Amendments and Waivers. When signed by Executive, this Employment Agreement sets forth the terms of
Executive’s employment by the Company, certain severance benefits to Executive and the restrictive covenants made by Executive in consideration thereof and the other terms hereof, and supersedes any and all prior representations and agreements,
whether written or oral regarding the subject matter hereof (unless otherwise explicitly provided in this Employment Agreement). This Employment Agreement can be amended only in a writing signed by the parties hereto; provided, that, the observance
of any provision of the Employment Agreement may be waived in writing by the party that will lose the benefit as a result of the waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be
construed as a 

  
 11 









 
further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided
herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 
 7.4. Notice. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any
notice, request, demand, claim or other communication hereunder shall be sent by (i) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (ii) facsimile during normal business
hours, with confirmation of receipt, to the number indicated, (iii) reputable commercial overnight delivery service courier, with confirmation of receipt or (iv) registered or certified mail, return receipt requested, postage prepaid and
addressed to the intended recipient as set forth below: 
 If to the Company: 

BakerCorp 

3020 Old Ranch Parkway, Suite 220 
 Seal Beach, CA 90740 
 Attn: Amy Paul, General Counsel 

with a copy to: 
 Fried, Frank, Harris, Shriver & Jacobson LLP 
 One New York Plaza

 New York, NY 10004 
 Attention: Donald P. Carleen, Esq. and Jeffrey Ross, Esq. 
 Facsimile:
212-859-4000 
 If to the Executive: 
 Bryan Livingston at his principal office at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company 

with a copy to: 
 Kirkland & Ellis LLP 
 333 South Hope Street 

Los Angeles, CA 90071 
 Attn: Eva Davis, Esq. 
 Facsimile: 213-680-8500 

  
 12 









 and 
 Kirkland & Ellis LLP 
 601 Lexington Avenue 

New York, NY 10022 
 Attn: Howard Klein, Esq. 
 Facsimile: 212-446-4900 

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile
number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth. 

7.5. Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement will be interpreted
in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of
the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or
arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties
hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid. 
 7.6. Applicable Law; Jurisdiction; Venue. This Employment Agreement is governed by the internal laws of the state of California, without giving effect to any choice of laws rules that would require
the application of the laws of any other jurisdiction. Each party irrevocably submits to the non-exclusive jurisdiction of any state or federal court within the state of California with respect to any cause or claim arising under or relating to this
Employment Agreement. Each party irrevocably consents to the service of process by registered mail or personal service. Nothing in this Section 7.6 however, affects any person’s right (1) to serve process in any other manner permitted
by applicable law, or (2) to enforce or collect any judgment, order or injunction in any court or jurisdiction. 
 7.7.
Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the
Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company. 
 7.8.
No Strict Construction; Convenience of Headings. The language used in this Employment Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of construction shall be applied to
this Employment Agreement to the effect that it should be construed strictly against any party hereto. The headings contained in this Employment Agreement are for convenience of reference only and shall not affect the meaning or interpretation of
this Employment Agreement. 

  
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 7.9. Section 409A of the Code. To the extent applicable, this Employment
Agreement shall be interpreted, construed and operated in accordance with Section 409A of the Code and the Treasury regulations and other guidance issued thereunder. If on the date of the Executive’s separation from service (as defined in
Treasury Regulation Section 1.409A-1(h)) with the Company, the Executive is a specified employee (as defined in Section 409A of the Code and Treasury Regulation §1.409A-1(i)), no payment constituting the “deferral of
compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) and after application of the exemptions provided in Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to Executive at any time
during the six (6) month period following the Executive’s separation from service, and any such amounts deferred such six (6) months shall instead be paid in a lump sum on the first payroll payment date following expiration of such
six (6) month period. For purposes of conforming this Employment Agreement to Section 409A, the parties agree that any reference to termination of employment, severance from employment, resignation from employment or similar terms shall
mean and be interpreted as a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Each payment of severance under this Employment Agreement shall be considered a separate payment for purposes of
Section 409A. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the amount of any
such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation
applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the or
the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 
 7.10. Executive’s
Acknowledgement. The Executive acknowledges (i) that the Executive has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Employment Agreement and has been advised to do so by the
Company, and (ii) that Executive has read and understands this Employment Agreement, is fully aware of its legal effect, and has entered into it freely, based on the Executive’s own judgment. 

7.11. Counterparts. A facsimile copy of this Employment Agreement (or a counterpart thereof) shall be treated as an original.
This Employment Agreement may be executed in counterparts, a complete set of which shall be treated as a single document. 

[signature page follows] 

  
 14 









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

			
	BAKERCORP
		
	By:	 	  

	Name:
	Title:
	
	BAKERCORP INTERNATIONAL HOLDINGS, INC., solely for purposes of Section 5
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	  

	Bryan Livingston









 EXHIBIT A 

GENERAL RELEASE 
 This General Release (this “Release”) is made and entered into by and between Bryan Livingston (“Executive”) and BakerCorp (the “Company”). 

WHEREAS, Executive has terminated employment with the Company on            
; 
 WHEREAS, the Company and Executive are parties to an Employment Agreement dated June 1, 2011 (the “Employment
Agreement”) (Capitalized terms not otherwise defined in this Release shall have the meaning assigned to such term in the Employment Agreement); 
 NOW, THEREFORE, in consideration of the promises and agreements set forth below, Executive and the Company agree as follows: 

 

	 	1.	Consideration. As partial consideration for entering into this Release, the Executive is to receive the Severance Benefits in accordance with and subject
to the terms and conditions of the Employment Agreement. The Executive also acknowledges that the Executive’s entry into the Employment Agreement constitutes good and valuable and otherwise sufficient consideration for the Executive’s
execution and delivery to the Company of this Release. The Executive is advised to consult with an attorney before signing this Release. 

  

	 	2.	Released Parties. The term “Released Parties,” as used in this Release, shall mean the Company Group and any of its past or present employees,
administrators, agents, officials, officers, directors, shareholders, divisions, parents, subsidiaries, successors, affiliates, general partners, limited partners, consultants, employee benefit plans (and their sponsors, fiduciaries, or
administrators), insurers, accountants and attorneys. 

  

	 	3.	General Release. In consideration for the benefits described in Paragraph 1, Executive, on behalf of himself and his agents, representatives, attorneys,
assigns, heirs, executors, and administrators, fully releases each of the Released Parties from any and all liability, claims, demands, actions, causes of action, suits, grievances, debts, sums of money, agreements, promises, damages, back and front
pay, costs, expenses, attorneys’ fees, and remedies of any type, regarding any act or failure to act that occurred up to and including the date on which Executive signs this Release, including, without limitation, any claims arising or that
arose or may have arisen out of or in connection with Executive’s employment or separation of employment from the Company, and including but not limited to: 

 all claims, actions or liability under (1) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866 (42 U.S.C. §1981), the Age Discrimination in
Employment Act 







 
(“ADEA”), the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), the Family and Medical Leave Act; (2) any other federal, state, or local statute, ordinance, regulation or constitution regarding employment, compensation, unpaid wages, employee benefits, termination of employment,
or discrimination in employment; and (3) the common law of any state relating to employment contracts, wrongful discharge, defamation, or any other matter. 
 Notwithstanding the foregoing, this Release shall not be deemed to be a waiver of any claim Executive may have to the extent (and only to the extent) such claim arises from (1) a breach by the
Company of its obligations under the Employment Agreement to pay or provide (as applicable) the Accrued Amounts and the Severance Benefits; (2) any rights to indemnification by the Company or its affiliates under applicable law, by-laws, or as
an insured under any director’s and officer’s liability insurance policy now or previously in force, in any event to the extent so provided, (3) with respect to the Executive’s rights as a shareholder or holder of options of
Parent, or (4) rights applicable to the Executive under ERISA and the Consolidated Omnibus Budget Reconciliation Act under any “employee benefit plan” (as defined in ERISA) of the Company applicable to the Executive. 

 

	 	4.	Waiver of Statutory or Common Law Limitations on Release. On behalf of himself and his heirs, executors, legal representatives, successors and assigns,
the undersigned Executive specifically waives the benefits of any statutory or common law of any state, which in effect provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor. It
is expressly understood and agreed that the releases contained herein are intended to cover and do cover all known facts and/or claims, as well as any further facts and/or claims within the scope of such released claims not known or anticipated, but
which may later develop or be discovered, including all the effects and consequences thereof. On behalf of himself and his heirs, executors, legal representatives, successors and assigns, the undersigned Executive acknowledges that he may hereafter
discover facts in addition to, or different from, those which he now believes to be true with respect to the subject matter of the Claims released herein, but agrees that the undersigned has taken that possibility into account prior to executing
this Release and entering into the Employment Agreement, and that the releases given herein shall be and remain in effect notwithstanding the discovery or existence of any such additional or different facts, as to which the undersigned Executive
expressly assumes the risk. 

  

	 	5.	 Non-Admission. This Release does not constitute an admission by any of the Released Parties that any action that any of them took with
respect to the 



  
 2 









	 	
Executive was wrongful, unlawful or in violation of any local, state, or federal act, statute, or constitution, or susceptible of inflicting any damages or injury on the Executive and the Company
specifically denies any such wrongdoing or violation. 

  

	 	6.	Release Inadmissible as Evidence. This Release, its execution, and its implementation may not be used as evidence, and shall not be admissible, in a
subsequent proceeding of any kind, except one which either party institutes alleging a breach of this Release. 

  

	 	7.	Confidentiality. Except as may be specifically required by law, the Executive agrees that he will not (without the prior written consent of the Company)
disclose, publish, indicate, or in any manner communicate, the terms and provisions of this Release to any other person or entity except: (a) as may be required by law; (b) to his accountant and/or financial advisor to the extent necessary
to prepare his tax returns; (c) to his attorney; and (d) to his immediate family members. The Executive further agrees that prior to any such authorized disclosure, the Executive will inform each such person to whom disclosure is to be
made that the terms of this Release are confidential. 

  

	 	8.	Waiver of Monetary Damages. Nothing in this Release shall be construed to prohibit the Executive from filing a charge with, providing information to, or
participating in any investigation or proceeding conducted by the EEOC or a comparable state or local government agency, though Executive acknowledges and agrees that Executive has waived the right to recover monetary damages in any charge,
complaint, or lawsuit filed by Executive or by anyone else on Executive’s behalf or otherwise. Further, nothing in this Release shall preclude Executive from responding truthfully to a valid subpoena or a request by a governmental agency in
connection with any investigation it is conducting. 

  

	 	9.	Waiver Applicable to California Residents. WITH RESPECT TO THE RELEASES CONTAINED HEREIN, IF THE UNDERSIGNED IS A RESIDENT OF CALIFORNIA, THE UNDERSIGNED
ACKNOWLEDGES THAT HE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: 

 “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 
 THE UNDERSIGNED HEREBY EXPRESSLY WAIVES ANY RIGHTS THAT
HE MAY HAVE UNDER SECTION 1542, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. 

  
 3 









	 	10.	Entire Agreement. This Release contains the entire agreement and understanding between the Executive and the Company concerning the matters described
herein. It supersedes all prior agreements, discussions, negotiations, understandings and proposals of the parties with respect to such matters. The terms of this Release cannot be changed except in a subsequent document signed by both parties.


  

	 	11.	Breach of Agreement. Executive agrees that in the event the Company is required to commence an action in law or equity to enforce its rights under any
provision of this Release and prevails, the Executive shall be liable for the reasonable attorneys’ fees, costs and related expenses incurred by the Company in connection with such action (other than with respect to any claim under the ADEA).


  

	 	12.	Severability. The provisions of this Release shall be severable and the invalidity of any provision shall not affect the validity of the other provisions.


  

	 	13.	ADEA Waiver. Executive acknowledges that he has been advised in writing to consult with an attorney prior to executing this Release, which contains
releases and waivers. Executive understands that he may take a period of twenty-one (21) days (or forty-five (45) days if this Release is being provided to Executive in connection with an exit incentive or other employment termination
program offered to a group or class of employees) within which to consider this Release. Executive understands that he may revoke this Release during the seven (7) days following the execution of this Release and that this Release will not
become effective until that seven-day revocation period has expired. In order to revoke this Release, the Executive must sign and send a written notice to the Company addressed to the Board, which shall be effective only if the Company receives it
no later than seven days after Executive signs this Release. If the Executive revokes this Release, he will not be entitled to any of the money, benefits or other consideration provided to him as a result of this Release (including, without
limitation, the Severance Benefits). 

  

	 	14.	Knowing and Voluntary Waiver. Executive acknowledges that: (a) he has carefully read this Release and fully understands its meaning and effect;
(b) he had a full and adequate opportunity and reasonable time period to review this Release with an attorney of his choosing before he signed it; (c) he was not coerced into signing this Release; (d) he agrees to all the terms of
this Release and is entering into this Release knowingly, voluntarily, and with full knowledge of its significance; and (e) the only consideration for his signing the Release are the terms stated herein, and no other promises or representations
of any kind have been made by any person or entity to cause him to sign this Release. 

  

	 	15.	Governing Law. This Release shall be governed by the internal laws of the state of California, without regard to its conflict of laws principles. Each
party to this Release irrevocably submits to the non-exclusive jurisdiction of any state or federal court within the state of California with respect to any cause or claim arising under or relating to this Release. Each party to this Release
irrevocably consents to the service of process by registered mail or personal service. 


  
 4 









	 	16.	Miscellaneous. A facsimile copy of this Release (or a counterpart thereof) shall be treated as an original. 


[SIGNATURE PAGE FOLLOWS] 

  
 5 









	 	17.	Counterparts. This Release may be executed in counterparts and will be as fully binding as if signed in one entire agreement. 


 

									
		 		 		 	BAKERCORP
				
	  
	 		 	By:	 	  

	Bryan Livingston	 		 		 	
					
	Dated:	 	  
	 		 	Dated:	 	  









 EXHIBIT B 

NON-COMPETITION AGREEMENT 
 This Non-Competition Agreement (this “Non-Competition Agreement”) is made and entered into by and between Bryan Livingston (“Executive”) and BakerCorp (the
“Company”) on                     (the “Effective Date”). 

WHEREAS, the Company and Executive are parties to an Employment Agreement dated June 1, 2011 (the “Employment
Agreement”); 
 WHEREAS, Executive has terminated employment with the Company on
                    and in connection with his termination of employment, Executive shall have exercised his right to sell Rollover Stock (as such
term is defined below) to BakerCorp International Holdings, Inc. (“Parent”) under Section 5 of the Employment Agreement and Parent has agreed to purchase such Rollover Stock; 

NOW, THEREFORE, in consideration of the promises and agreements set forth below, Executive and the Company agree as follows: 

1. Non-Competition. For the period beginning on the Effective Date and ending two (2) years after the Effective Date,
Executive shall not, directly or indirectly, as an officer, director, employee, partner, stockholder, member, proprietor, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate or control, or participate in
the ownership, management, operation or control of, any business or entity which engages anywhere in North America or Europe in any business or activity which is in competition with any aspect of the Business (as such term is defined below),
provided, however, that nothing herein shall prohibit the Executive from (a) being a purely passive owner of, in the aggregate, not more than five percent (5%) of any class of securities of a publicly traded entity in any of the foregoing
lines of business or (b) having non-controlling ownership of interests in any investment fund that may directly or indirectly invest in entities in any of the foregoing lines of business, so long as, in the case of each of the preceding clauses
(a) and (b), the Executive does not participate in any way in the management, operation or control of such entity. In addition, the provisions of this Section 1 shall not be violated by the Executive commencing employment with a
subsidiary, division or unit of any entity that engages in a business in competition with the Business so long as the Executive and such subsidiary, division or unit does not engage in a business in competition with the Business; provided,
that, that the Executive has notified the Company in advance of commencing such employment and has notified his new employer of the restrictions of this paragraph. 
 2. Definitions 
  

	 	a.	 “Business” means the business (i) of leasing temporary containment equipment, pumps, filtration equipment and related
accessories, (ii) of selling pumps and related accessories, and (iii) as conducted or contemplated to be conducted (in the case of contemplated conduct, as evidenced by tangible business activities











	 	
that have been undertaken by any member of the Company Group or actions, activities or plans approved by the board of directors of the Company) by the Company Group on the Effective Date.


  

	 	b.	“Common Stock” means (i) the Company’s common stock, par value $0.01 per share, and (ii) any securities issued or issuable with respect
to the capital stock referred to in clause (i) above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization. 


 

	 	c.	“Company Group” means individually and collectively Parent and each of its direct and indirect subsidiaries, including, without limitation, the
Company. 

  

	 	d.	“Rollover Stock” means (i) Common Stock acquired pursuant to exercise of an option to purchase Common Stock or (ii) a share of Common Stock,
in each case contributed pursuant to the Contribution Agreement, dated as of April 12, 2011, and entered into by and between the Company and certain of the Executives. 


3. Entire Agreement. This Non-Competition Agreement contains the entire agreement and understanding between the Executive
and the Company concerning the matters described herein. It supersedes all prior agreements, discussions, negotiations, understandings and proposals of the parties with respect to such matters. The terms of this Non-Competition Agreement cannot be
changed except in a subsequent document signed by both parties. 
 4. Severability. Whenever possible, each
provision or portion of any provision of this Non-Competition Agreement will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this
Non-Competition Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Non-Competition Agreement in that jurisdiction or the validity or enforceability of this Non-Competition Agreement, including that
provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Non-Competition Agreement is not reasonable or valid, either in period of
time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid. 

5. Governing Law. This Non-Competition Agreement shall be governed by the internal laws of the state of California,
without regard to its conflict of laws principles. 
 6. Counterparts. This Non-Competition Agreement may be
executed in counterparts and will be as fully binding as if signed in one entire agreement. 

  
 2 








 [signature page follows] 

  
 3 








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

			
	 BAKERCORP INTERNATIONAL
 HOLDINGS, INC.

		
	By:	 	  

	Name:
	Title:
	
	  

	Bryan Livingston