Exhibit 10.31


 


EXECUTION COPY


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT (“Agreement”) is made as of September 23,
2005 between Williams Scotsman International, Inc., a Delaware corporation
and Williams Scotsman Inc., a Maryland corporation (together, the “Company”),
and William C. LeBuhn, an individual (hereinafter called “Employee”).


 


W I T N E S S E T H


 


The Company wishes to continue to employ Employee
and Employee wishes to continue in the employ of the Company on the terms and
conditions contained in this Agreement.


 


NOW, THEREFORE, in consideration of the facts,
mutual promises and covenants contained herein, and intending to be legally
bound hereby, the Company and Employee agree as follows:


 


1.     Term.  Subject to the provisions of paragraph 5 of
this Agreement, this Agreement shall be effective for a period commencing on
the date hereof and ending on the day immediately preceding the fifth
anniversary of the date hereof (the “Initial Term”); provided,
however, that such term shall be automatically extended for successive
twelve (12) month periods unless, no later than sixty (60) days prior to the
expiration of the Initial Term or any extension thereof, either party hereto
shall provide written notice to the other party hereto of its or his desire not
to extend the term hereof (the Initial Term together with any extension shall
be referred to hereinafter as the “Term”).


 


2.     Employment.  The
Company agrees to employ Employee in the position of Senior Vice President and
Chief Administrative Officer under the terms, conditions, and restrictions
contained in this Agreement.


 


3.     Duties
and Responsibilities.


 


(a)           Employee agrees to perform such duties
and responsibilities normally associated with the position of Senior Vice
President and Chief Administrative Officer and as may be assigned to Employee
from time to time by the Company’s President and Chief Executive Officer or his
designee.


 


(b)           During his employment with the Company,
Employee shall devote his entire working time, energy, skill and best efforts
to the performance of his responsibilities hereunder in a manner which will
faithfully and diligently further the business and interest of the
Company.  In particular, during his
employment with the Company, Employee may not be employed by or otherwise
provide any services in exchange for compensation to any other entity, unless
he obtains prior written authorization from the Company’s President and Chief
Executive Officer.  In no case


 





















 


may Employee during his
employment with the Company provide any services to or receive any compensation
from any competitor of the Company.


 


4.     Compensation.


 


(a)           For all of the services rendered by
Employee to the Company during the Term, Employee shall receive a biweekly
salary in the gross amount of $181,000 (“Base Salary”), less taxes and
other deductions required by law, payable in accordance with the Company’s
regular payroll practices in effect from time to time. The Board, or a
committee thereof, shall review Employee’s Base Salary on an annual basis,
provided that the Base Salary may be increased, but not decreased.


 


(b)           In addition to Employee’s Base Salary,
the Employee shall be eligible for an annual management incentive subject to
the terms and conditions of the Company’s management incentive plan as in
effect from time to time (the “Bonus”). Employee will also be eligible
for participation in the Company’s 2005 Omnibus Award Plan (“Plan”).


 


(c)           During the Term, Employee shall be
eligible to participate in the Company’s insurance and other benefit plans,
policies and programs of the Company, subject to their respective eligibility
requirements and other terms, conditions, restrictions and exclusions,
including, without limitation, the Company’s deferred compensation plan and
automobile expense reimbursement plan; provided, however, that
the Company reserves the right to restrict Employee’s eligibility for the
Company’s deferred compensation plan to the extent necessary for the Company to
avoid any adverse tax consequences that may arise in connection with such
plan.  Nothing herein shall preclude or
otherwise restrict the Company’s right to modify or terminate any insurance or
other benefit plan, policy or program in which its employees participate as it
deems appropriate in its sole discretion.


 


5.     Termination
of Employment.  Either party can terminate this Agreement and
Employee’s employment at any time and for any or no reason by providing the
other party written notice, provided that, in the event of termination by
Employee, Employee shall give the Company at least thirty (30) calendar days’
advance written notice, which notice the Company may waive, in whole or in
part, in its sole discretion.


 


6.     Post-Termination
Payment.


 


(a)           Except as provided in
paragraphs 6(b), 6(g) and 6(h) below, and except with respect to
vested stock options, 401(k) plan benefits and similar rights, Employee (or his
estate) shall not be eligible for any payments from the Company subsequent to
the termination of Employee’s employment if he:


 


(i)            Voluntarily resigns other than as
described in paragraph 6(b) below;


 


(ii)           Dies; or


 


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(iii)          Is discharged by the Company for “Cause”
as defined below.


 


(b)           If this Agreement and Employee’s
employment is terminated (i) by the Company without “Cause” (as defined
below) or (ii) by the Employee for “Good Reason” (as defined below) within
twelve (12) months following a “Change in Control” (as defined below), the
Company shall pay Employee as severance (A) his then current Base Salary
for a period of twelve (12) months following the date of termination of
employment (the “Severance Period”), and (B) an amount equal to the
Bonus earned by the Employee for the year prior to the year in which
termination occurs, such amount and Base Salary to be paid ratably over the
Severance Period in accordance with the Company’s normal payroll
practices.  In addition, on the date
bonuses are paid to other senior executives of the Company for the calendar
year in which the Employee’s termination of employment occurs (the “Payment
Date”), the Employee shall also receive a pro rata Bonus in respect of such
calendar year equal to the Bonus, if any, in respect of such calendar year that
Employee would have received had he remained employed on the Payment Date
multiplied by a fraction, the numerator of which is the number of days in such
calendar year preceding and including the Employee’s date of termination, and
the denominator of which is 365.  All
payments under this Section 6(b) shall be conditioned on the Employee’s
execution at the time of his termination of employment of a general release of
any and all claims which he may have arising out of or relating to employment
with and/or termination of employment by the Company, which release shall be
satisfactory to the Company, provided that such release shall specifically
exclude Employee’s rights under this Agreement and with respect to vested stock
options, 401(k) plan benefits and similar benefit plans.  Notwithstanding the foregoing, if amounts
paid under this Agreement are determined to be deferred compensation subject to
Section 409A of the Internal Revenue Code of 1986 as amended, (“Code”)
and Employee is deemed to be a “specified employee” as defined in Section 409A(a)(2)(B)(i) of
the Code and the regulations and guidance issued thereunder relating to
deferred compensation, then any payments due under this paragraph 6(b) shall
commence as of the first of the month after the sixth month following the date
on which Employee’s termination of employment occurs.  Subject to paragraph 10(j) hereof, the
Company also reserves the right, in its sole discretion, to make the severance
payments provided for in this paragraph in a lump sum.


 


(c)           “Cause,” shall mean any of the
following:  (i) willful misconduct,
theft, fraud, misappropriation, embezzlement, gross negligence, self-dealing,
dishonesty, material misrepresentation, being convicted of or pleading guilty
or no contest to any felony, (ii) material violation by Employee of any
Company policy or provision of this Agreement; (iii) Employee’s inability
to perform the essential functions of his or her job, as a result of
disability, illness, or other similar reasons, for a total of twenty-six (26)
weeks or more in any rolling twelve (12) month period; (iv) Employee’s
willful and continued failure to perform substantially all of his duties with
the Company or a failure to follow the lawful direction of the Board of
Directors of the Company (“Board”), in each case after the Board
delivers a written demand for substantial performance and Employee neglects to
cure such a failure to the reasonable satisfaction of the Board within 15 days;
(v) Employee’s failure to reasonably cooperate in an


 


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investigation involving
the Company by any governmental authority; or (vi) Employee’s material,
knowing and intentional failure to comply with applicable laws with respect to
the execution of the Company’s business operations.  In all cases, the existence of “Cause” shall
be determined by the Board.


 


(d)           “Good Reason” shall mean any of
the following: (i) the assignment to Employee of any duties inconsistent
with his status as an executive officer of the Company, his removal from that
position, or a substantial diminution in the nature or status of his
responsibilities from those in effect immediately prior to the Change in
Control; (ii) a reduction by the Company in Employee’s Base Salary or
annual management incentive opportunity as in effect immediately prior to the
Change in Control or as the same is increased from time to time following the
Change in Control; and (iii) without Employee’s consent, the relocation of
Employee’s primary office to a location that is more than 50 miles from both of
(A) such Employee’s primary office immediately prior to the Change in
Control and (B) Employee’s residence at the time of such relocation.


 


(e)           “Change in Control” shall have the
meaning set forth in the Plan.


 


(f)            The termination of this Agreement and
Employee’s employment either by Employee or by the Company shall not release
Employee from Employee’s obligations and restrictions under paragraphs 7
and 8 of this Agreement.


 


(g)           Regardless of the reason for the
termination of Employee’s employment, Employee (or his estate) will receive
Base Salary for any days actually worked by Employee prior to the termination
of his employment and for any accrued but unused paid time off benefits, to the
extent Employee may be eligible for same under the Company’s policies.


 


(h)           Regardless of the reason for the
termination of Employee’s employment, whether by Employee or the Company,
except as otherwise provided in this paragraph (h), Employee (or his estate)
shall not be eligible for any Company-paid benefits subsequent to the
termination of his/her employment. 
Notwithstanding the foregoing, Employee and his eligible dependents may
continue to participate in the Company’s group health plan for eighteen (18)
months following Employee’s termination of employment under the Company’s group
health plan in accordance with the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”) at the sole expense of the Employee effective on
the first day of the month following the month in which his employment
terminates, subject to COBRA’s eligibility requirements and other terms,
conditions, restrictions and exclusions; provided, however, that
if this Agreement and Employee’s employment is terminated (i) by the
Company without Cause or (ii) by Employee for Good Reason within twelve
(12) months following a Change in Control, the Company shall pay the cost of
premium payments in respect of the Employee’s continued participation in (1) such
group health plan and (2) the Company’s group Term Life insurance program
(subject to the availability of continued coverage during the Severance Period
at rates comparable to those paid on behalf of similarly situated active


 


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employees), for the
Severance Period; provided, further, that the Company’s
obligation to pay such premium costs shall cease at the time Employee and his
eligible dependents become eligible for comparable health benefits or life
insurance benefits from another employer.


 


(i)            Other than as specifically set forth in
this paragraph 6, and except with respect to vested stock options, 401(k)
plan benefits and similar rights, Employee shall not be eligible for any
payments from the Company subsequent to the termination of this Agreement and
Employee’s employment.  In particular, if
Employee receives payment(s) pursuant to paragraph 6(b) above, such
payments are in lieu of and not in addition to any payments to which he
otherwise would be entitled under any Company severance policy or plan that may
exist or be created or amended in the future.


 


7.     Company
Property.


 


(a)           Any and all writings, inventions, improvements,
processes, procedures and/or techniques which Employee may make, conceive,
discover or develop, either solely or jointly with any other person or persons,
at any time during his employment with the Company, whether during working
hours or at any other time and whether at the request or upon the suggestion of
the Company or otherwise, which relate to or are useful in connection with any
business now or hereafter carried on or contemplated by the Company, including
developments or expansions of its present fields of operations, shall be the
sole and exclusive property of the Company. 
Employee shall make full disclosure to the Company of all such writings,
inventions, improvements, processes, procedures and techniques, and shall do
everything necessary or desirable to vest the absolute title thereto in the
Company.  Both during and after his
employment with the Company, Employee shall write and prepare all
specifications and procedures regarding such inventions, improvements,
processes, procedures and techniques and otherwise aid and assist the Company
so that the Company can prepare and present applications for copyright or
letters patent therefor and can secure such copyright or letters patent
wherever possible, as well as reissues, renewals, and extensions thereof, and
can obtain the record title to such copyright or patents, or enforce copyrights
or patents, so that the Company shall be the sole and absolute owner thereof in
all countries in which it may desire to have copyright or patent protection.  Employee shall not be entitled to any
additional or special compensation or reimbursement regarding any and all such
writings, inventions, improvements, processes, procedures and/or techniques,
except that the Company shall reimburse Employee for any expenses which
Employee may incur in vesting absolute title thereto in the Company.


 


(b)           Employee acknowledges that all documents,
records, files, computer programs and data in his possession or custody,
whether made by Employee or any other person, relating to products/services
offered by or other activities of the Company (whether or not the information
contained therein is deemed confidential), are and shall remain the sole and
exclusive property of the Company.


 


(c)           Immediately upon the termination of
Employee’s employment, Employee shall deliver to the Company, retaining no
copies, all Company


 


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property (for example,
keys and credit cards) and all documents, records, files, computer programs and
other data or other writings relating to the Company’s business, regardless of
where or by whom said writings were kept or prepared.


 


8.     Confidentiality
and Covenants Against Interference.


 


(a)           During the course of Employee’s
employment with the Company, Employee may, from time to time, be placed in a
position of trust and confidence in which he receives or contributes to the
creation of confidential and/or proprietary information relative to the
operations of the Company.  This
confidential and/or proprietary information includes, but is not limited
to:  business, manufacturing, marketing,
legal and accounting methods, policies, plans, procedures, strategies and
techniques; information concerning the Company’s earnings, production volumes
and methods for doing business; research and development projects, plans and
results; trade secrets (e.g., formulas, methods, processes and
specifications) and technical information; the names and addresses of the
Company’s employees, vendors, suppliers, distributors, customers, potential
customers and former customers; customer lists; pricing, credit and financial
information; and any other data or information relating to the business of the
Company which is not generally known by and readily accessible to the public.  Employee may use and/or disclose confidential
and/or proprietary information only during his employment with the Company and
only as necessary to further the Company’s interests.  During his employment with the Company and at
all times thereafter, regardless of the reason for the termination, whether by
Employee or the Company, whether with or without cause, Employee shall not use
for his personal benefit or for any purpose which does not further and/or which
is inconsistent with the interests of the Company, or disclose, communicate or
divulge to any person, firm, association, or Company other than the Company,
any confidential and/or proprietary information which he will acquire in the
course of his employment and which is not generally known by and/or readily accessible
to the public.


 


(b)           During the Term and for a period of one (1) year
following the termination of Employee’s employment with the Company, Employee
shall not, for his own benefit or for the benefit of any third party, directly
or indirectly, in any capacity (as an employee, independent contractor, owner
or otherwise):


 


(i)            Induce or attempt to induce any employee
of the Company to terminate his or her employment with the Company or any
prospective employee not to establish a relationship with the Company; or


 


(ii)           Induce or attempt to induce any current
customer to terminate its/his/her relationship with the Company or any
potential customer not to establish a relationship with the Company.


 


(c)           During the Term and for a period of
twelve (12) months following the termination of Employee’s employment with the
Company, Employee shall not, for his own benefit or for the benefit of any
third party, directly or indirectly, in any capacity (whether as a director,
officer, employee, independent contractor, owner,


 


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partner, participant,
consultant or advisor or as the source of any financial assistance or
otherwise) solicit or otherwise engage in any business which would compete with
the Company’s business.  In light of the
fact that the Company’s customers and sales are throughout the entire United
States of America, the restrictions set forth in this paragraph 8(c) shall
apply throughout the entire United States of America and in any foreign country
in which the Company does business at the time Employee’s employment is
terminated.


 


(d)           Employee acknowledges and agrees that, in
view of the nature of the business in which the Company is engaged, the
restrictions contained in paragraphs 8(a), 8(b) and 8(c) above are
reasonable and necessary to protect the legitimate interests of the Company,
and that any violation thereof would result in irreparable injuries to the
Company, and Employee therefore acknowledges and agrees that, in the event of
his violation of any of these restrictions, the Company shall be entitled to
obtain from any court of competent jurisdiction preliminary and permanent
injunctive relief as well as damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies to which
the Company may be entitled.


 


(e)           Employee further agrees that if any or
any portion of the foregoing covenants, or the application thereof, is
construed to be invalid or unenforceable, the remainder of such covenant or
covenants shall not be affected and the remaining covenant or covenants shall
then be given full force and effect without regard to the invalid or
unenforceable portion(s).  If a covenant
is held to be unenforceable because of the area covered, the duration thereof
and/or the scope thereof, Employee agrees that the court making such
determination shall have the power to reduce the area and/or the duration
and/or scope thereof, and the covenant shall then be enforceable in its reduced
form.


 


(f)            In the event Employee violates any of the
restrictions contained in this paragraph 8, the Company shall have the
right, in its sole discretion, to cease making any payments to Employee which
otherwise may be required pursuant to paragraph 6(b) above or the
provision of benefits pursuant to paragraph 6(h) above (except to the
extent required by law); however, this shall not affect the validity or
enforceability of the covenants in paragraphs 8(a), 8(b) and 8(c) above,
which shall remain in full force and effect.


 


(g)           Employee acknowledges that he is not
eligible for the severance payments set forth in paragraph 6(b) above
under any other policy, plan, agreement or practice and that the potential to
receive these severance payments, in addition to the Company’s continued
employment of Employee and the Company’s entering into this Agreement and
agreeing to provide Employee certain rights and benefits under this Agreement,
constitutes adequate consideration for Employee’s agreeing to be bound by the
covenants contained in this paragraph 8.


 


(h)           Employee represents and warrants that the
knowledge, skill and abilities he possesses at the time of his execution of
this Agreement are sufficient to


 


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permit him to earn a
living during the restrictive periods while honoring his commitments set forth
in this Agreement.


 


9.     Prior
Agreements.  Employee represents to the Company that:


 


(a)           There are no restrictions, agreements or
understandings whatsoever to which Employee is a party which would prevent or
make unlawful his execution of this Agreement or his employment hereunder;


 


(b)           There are no restrictions, agreements or
understandings whatsoever to which Employee is a party which place any
limitations as to the companies or individuals with whom he may do business;


 


(c)           His execution of this Agreement and his
employment hereunder shall not constitute a breach of any contract, agreement
or understanding, oral or written, to which he is a party and by which he is
bound; and


 


(d)           He is free and able to execute this
Agreement and to continue in the employment of the Company.


 


10.   Miscellaneous.


 


(a)           Waiver.  The waiver by
the Company of a breach of any provision of this Agreement by Employee shall
not operate or be construed as a waiver of any subsequent breach by
Employee.  No waiver shall be valid,
unless signed in writing by the Company’s President and Chief Executive
Officer.


 


(b)           Governing Law; Jurisdiction and Venue;
Jury Trial Waiver.


 


(i)            It is the intent of the parties hereto
that all questions with respect to the construction of this Agreement and the
rights and liabilities of the parties hereunder shall be determined in
accordance with the laws of the State of Maryland, without regard to principles
of conflicts of laws thereof that would call for the application of the
substantive law of any jurisdiction other than the State of Maryland.


 


(ii)           Each party irrevocably agrees for the
exclusive benefit of the other that any and all suits, actions or proceedings
relating to this Agreement (collectively, “Proceedings” and,
individually, a “Proceeding”) 
shall be maintained in either the courts of the State of Maryland or the
federal District Courts sitting in Baltimore, Maryland (collectively, the “Chosen
Courts”) and that the Chosen Courts shall have exclusive jurisdiction to
hear and determine or settle any such Proceeding and that any such Proceedings
shall only be brought in the Chosen Courts. 
Each party irrevocably submits to the jurisdiction of the Chosen Courts
and waives any objection that he or it may have now or hereafter to the laying
of the venue of any Proceedings in the Chosen Courts and any claim that any
Proceedings have been brought in an inconvenient forum and further irrevocably
agrees that a judgment in any Proceeding brought in the Chosen


 


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Courts shall be
conclusive and binding upon him or it and may be enforced in the courts of any
other jurisdiction.


 


(iii)          EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE PARTIES HERETO ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR FOR ANY COUNTERCLAIM
THEREIN.  THE PARTIES HERETO MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


 


(c)           Taxes.  Employee
shall be responsible for the payment of any and all required federal, state,
local and foreign taxes incurred, or to be incurred, in connection with any
amounts payable, or benefits provided, to Employee under this Agreement other
than the employer’s portion of FICA and Medicare taxes, which shall remain the
responsibility of the Company. 
Notwithstanding any other provision of this Agreement, the Company may
withhold from amounts payable under this Agreement all federal, state, local
and foreign taxes that are required to be withheld by applicable laws and
regulations with respect to any amounts payable, or benefits provided, to
Employee under the Agreement and report on any applicable federal, state, local
or foreign tax reporting form any income to Employee determined by the Company
as resulting from such amounts payable or benefits provided hereunder.


 


(d)           Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs and successors.  The Company may, with the written consent of
the Employee, assign this Agreement to any person or entity, including, but not
limited to, any successor, parent, subsidiary or affiliated entity of the
Company, provided that Employee’s consent shall not be required in the case of
an assignment in connection with a sale of the stock or substantially all the
assets of the Company or a merger or consolidation or similar transaction
involving the Company, in which case this Agreement may be assigned to the
successor or surviving entity of such transaction.  The Company also may assign this Agreement in
connection with any sale or merger (whether a sale or merger of stock or assets
or otherwise) of the Company or the business of the Company.  Employee expressly consents to the assignment
of the covenants set forth in paragraph 8(c) above to any new owner
of the Company’s business or purchaser of the Company, provided that the scope
of the “Company’s business” (as such phrase is used in paragraph 8(c)) shall
not be deemed broadened as a result of any such assignment.  The Company agrees not to assign this
Agreement to an entity with no assets. 
Employee may not assign, pledge, or encumber his interest in this Agreement,
or any part thereof, without the written consent of the Company.


 


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(e)           Provisions Separable. 
The provisions of this Agreement are independent of and separable from
each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or others of
them may be invalid or unenforceable in whole or in part.


 


(f)            Entire Agreement. 
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof, and supersedes any and all
prior and contemporaneous agreements and understandings, inducements or
conditions, express or implied, oral or written.  The express terms hereof control and supersede
any course of performance and/or usage of the trade inconsistent with any of
the terms hereof.  This Agreement may not
be modified or amended other than by an agreement in writing and signed by the
Company’s President and Chief Executive Officer.


 


(g)           Paragraph Headings. 
The paragraph headings in this Agreement are for convenience only;
they form no part of this Agreement and shall not affect its interpretation.


 


(h)           Survival.  The covenants
and requirements contained in paragraphs 7 and 8 above shall survive and
continue in full force and effect in accordance with their terms
notwithstanding the termination of this Agreement and Employee’s employment for
any reason..


 


(i)            Continuation of Employment. 
Unless the parties otherwise agree in writing, continuation of Employee’s
employment with the Company beyond the expiration of the Term shall be deemed
an employment at will and shall not be deemed to extend any of the provisions
of this Agreement, and Employee’s employment may thereafter be terminated “at will”
by Employee or the Company.


 


(j)            Compliance with Section 409A. 
If any payments of money, delivery of shares of Company common stock or
other benefits due to Employee hereunder could cause the application of an
accelerated or additional tax under Section 409A of the Code, such
payments, delivery of shares or other benefits shall be deferred if deferral
will make such payment, delivery of shares or other benefits compliant under Section 409A
of the Code, otherwise such payment, delivery of shares or other benefits shall
be restructured, to the extent possible, in a manner, determined by the Company
and reasonably acceptable to the Employee, that does not cause such an
accelerated or additional tax.


 


(k)           Execution in Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument.


 


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IN WITNESS WHEREOF, the parties execute and deliver
this Agreement.


 


	
  Date: September 23, 2005

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN

  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  John B. Ross

  	
   

  
	
   

  	
   

  	
  Corporate Secretary, Vice President

  and General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Ross

  	
   

  
	
   

  	
   

  	
  Corporate Secretary, Vice President

  	
   

  
	
   

  	
   

  	
  and General Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ William C. LeBuhn

  	
   

  
	
   

  	
   

  	
  William C. LeBuhn

  	
   

  



 


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