Exhibit 10.17


 


EXECUTION VERSION


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(this “Agreement”), dated May 13, 2010, is entered into by and
among SeaCube Container Leasing Ltd., a Bermuda exempted company (“SeaCube”),
Container Leasing International, LLC, a New York limited liability company (“CLI”
and together with SeaCube, the “Company”), and Joseph Kwok (the “Executive”).


 


WHEREAS,
the Executive previously entered into a Management Shareholder Agreement with
Seacastle Operating Company, Ltd. (f.k.a. FIF III CLI Holding Limited) and CLI,
dated October 1, 2006, pursuant to which the Executive serves as the Chief
Executive Officer of CLI (the “Original Agreement”); and


 


WHEREAS, the parties
mutually desire to terminate the Original Agreement with regard to the subject
matter hereof and enter into this Agreement, effective as of May 13, 2010 (the “Effective Date”), which sets forth the terms and
conditions of the Executive’s employment with the Company as of the Effective
Date.


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants
and agreements herein contained, together with other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
do hereby agree as follows:


 


1.             Certain Terms of Employment.


 


(a)           Position and Duties.  While employed hereunder, the Executive shall
serve as the Chief Executive Officer of SeaCube and CLI, and in such position
shall have the duties, responsibilities and authority commensurate with the
status of a chief executive officer of an entity of similar size and stature of
the Company and shall render services consistent with such position.  In all cases, the Executive shall be subject
to the supervision and authority of, and shall report to the Board of Directors
of SeaCube (the “Board”).  While
employed by the Company, the Executive agrees to devote substantially all of
his working time and efforts to the business and affairs of the Company and its
subsidiaries, subject to (i) the performance of his duties as Vice
Chairman of Seacastle Ships Holdings, Inc. (“Ships”) (to which the
Executive shall devote no more than 20% of his working time), pursuant to the
Employment Agreement by and between the Executive and Ships, dated as of the
date hereof (the “Ships Agreement”), and (ii) periods of vacation
and sick leave to which he is entitled in accordance with the Company’s
policies as in effect at such time, and the Executive shall use his best
efforts in such endeavors and shall not engage in activities that substantially
interfere (individually or in the aggregate) with such performance.  The Executive agrees to discharge his duties
as Chief Executive Officer of SeaCube and CLI diligently, faithfully and in the
best interests of the Company. 
Notwithstanding the foregoing or anything else contained in this
Agreement, the Company retains the right to terminate the Executive’s
employment at any time for any reason or no reason (and whether or not for
Cause (as defined below)).  The Executive
is an “at will” employee, and this Agreement is not a contract for employment
for any specific period of time.


 

















 


(b)           Base Salary.  As compensation for the Executive’s services
as Chief Executive Officer of SeaCube and CLI, the Company shall pay the
Executive a base salary (the “Base Salary”) while employed by the
Company at a rate of US$350,000 per year. 
The Base Salary shall be paid to the Executive in accordance with (and
at such times as) the usual payroll practices of the Company in effect from
time to time.


 


(c)           Performance Bonus.  In addition, the Executive shall, subject to
the other terms of this Section 1(c) and Section 1(d), be paid a
discretionary performance bonus (a “Performance Bonus”) in respect of
the year ending December 31, 2010 and each calendar year thereafter in
which the Executive is employed by the Company for the entirety of such
calendar year.  In order to be eligible
to receive payment of any Performance Bonus, the Executive must be an active
employee at, and not have given or received notice of termination or
resignation of employment (except for Good Reason (as defined below)) prior to,
the time of payment of any such Performance Bonus (which shall be paid in
accordance with (and at such time as) the usual bonus payroll practices of the
Company in effect at such time, but no later than March 15 of the
immediately subsequent calendar year); provided, however, that,
if the Executive’s employment is terminated by the Company without Cause or by
the Executive with Good Reason, and any Performance Bonus has been earned with
respect to a completed calendar year but not yet paid at the time of such
termination, any such Performance Bonus shall be paid as soon as practicable
following such termination, but no later than March 15 of the calendar
year immediately following the completed calendar year in which the bonus was
earned.  While the target range for any
Performance Bonus will be between US$250,000 and US$400,000, the exact amount
of any Performance Bonus payable to the Executive in respect of any calendar
year shall be at the sole discretion of the Compensation Committee of the
Board, taking into account the success of the Company as a whole as well as the
contribution of the Executive to that success (based upon performance targets
established by the Compensation Committee of the Board within 90 days after the
beginning of each calendar year, commencing with 2011).  Payment of any Performance Bonus to the
Executive in any given year shall not entitle the Executive to additional
compensation or a Performance Bonus (or any other bonus) in or in respect of
any subsequent year.  The Executive
acknowledges and agrees that, except as otherwise provided herein and in the
Ships Agreement, he shall not be entitled to any additional bonus payment from the
Company or any of its affiliates.


 


(d)           Bonus Restricted Shares.  As determined by the Company in its sole
discretion, up to fifty percent (50%) of any Performance Bonus may be granted
as common shares (“Shares”) of SeaCube (the “Bonus Restricted Shares”)
by March 15 of the calendar year immediately following the calendar year
in which such Performance Bonus was earned. 
The number of Bonus Restricted Shares (if any) to be granted to the
Executive for a performance year shall equal (i) the product of (A) the
aggregate dollar amount of the Performance Bonus (if any) for such year and (B) the
percentage of such Performance Bonus (if any) determined by the Company in its
sole discretion to be paid in Shares (which in no event shall be greater than
fifty percent (50%) of the value of the Performance Bonus), divided by (ii) the
Fair Market Value (as defined below) per Share on the date of grant (which such
quotient shall be rounded up or down, as applicable, to the nearest whole
number).  The Bonus Restricted Shares
will be subject to the terms and conditions of the SeaCube Container Leasing
Ltd. 2010 Omnibus Equity Incentive Plan, or another equity incentive plan of
SeaCube as in effect on the date of such grant (if any), and a definitive grant
agreement by and among SeaCube, CLI and the Executive, which will 


 


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provide, among other things,
that one-third (1/3) of the Bonus Restricted Shares granted with respect to a
performance year shall vest on each of the first three anniversaries of the
date of grant of such Bonus Restricted Shares, generally subject to the
Executive’s continued employment with the Company on the applicable vesting
date.


 


(e)           Employee Benefits.  While employed by the Company, the Executive
will be entitled to participate, to the extent eligible thereunder, in all
benefit plans and programs (excluding any bonus, incentive and severance plans
and programs) maintained from time to time for the Company’s employees
generally, in accordance with the terms thereof in effect from time to
time.  For purposes of clarification,
nothing contained in this Agreement shall limit or otherwise affect the ability
of the Company or any affiliate thereof (if applicable) to amend, terminate or
otherwise modify any such benefit plan or program now or hereafter in existence
in accordance with its terms and applicable law.


 


(f)            Severance Benefits.  If, other than due to death or Disability,
the Executive’s employment is terminated by the Company without Cause or by the
Executive for Good Reason and such termination is a separation from service
within the meaning of Section 409A(a)(2)(A)(i) of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”), upon
the Executive’s execution of a general release of claims in a form satisfactory
to the Company, and the expiration of the applicable revocation period, within
sixty (60) days following the date of termination (the “Release
Effectiveness Date”), the Company shall pay the Executive an amount in cash
equal to one (1) year of Base Salary as in effect on the date of such
termination.  Such amount shall be paid
in equal monthly installments during the one-year period following the Release
Effectiveness Date, commencing on the first payroll date to occur after the
sixtieth (60th) day following
the date of termination, provided that the first such payment shall consist of
all amounts payable to the Executive pursuant to this Section 1(f) between
the date of termination and the first payroll date to occur after the sixtieth
(60th) day following
the date of termination.


 


(g)           Certain Definitions.  For the purposes of this Agreement, the
following terms have the respective meanings set forth below:


 


(i)            An “affiliate” of, or
a person “affiliated” with, a specified person, is a person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified.


 


(ii)           A termination for “Cause”
shall mean termination of the Executive’s employment with the Company and its
subsidiaries as a result of any of the following:


 


(a)           the Executive commits any
act of fraud, intentional misrepresentation or serious misconduct in connection
with the business of the Company or any of its affiliates, including, but not
limited to, falsifying any documents or agreements (regardless of form); or


 


(b)           the Executive materially
violates any rule or policy of the Company or any of its affiliates (I) for
which violation an employee may be terminated pursuant to the written policies
of the Company or any of its affiliates 


 


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reasonably applicable to such an employee or (II) which
violation results in material damage to the Company or any of its affiliates or
(III) which, after written notice to do so, the Executive fails to correct
within a reasonable time; or


 


(c)           the Executive willfully
breaches or habitually neglects any material aspect of the Executive’s duties
assigned to the Executive by the Company or any of its affiliates, which
assignment was reasonable in light of the Executive’s position with the Company
or its subsidiaries (all of the foregoing duties, “Duties”); or


 


(d)           the Executive fails, after
written notice, adequately to perform any Duties and such failure is reasonably
likely to have a material adverse impact upon the Company or any of its
affiliates or the operations of any of them; provided,
that, for purposes of this clause (d), such a material adverse impact
will be solely determined with reference to the Executive’s Duties and his
annual compensation pursuant to this Agreement; or


 


(e)           the Executive materially
fails to comply with a direction from the Board or the board of directors (or
similar body) of any of the Company’s affiliates with respect to a material
matter, which direction was reasonable in light of the Executive’s position
with the Company or its affiliates; or


 


(f)            while employed by the
Company or its subsidiaries, and without the written approval of the Board, the
Executive performs services for any other corporation or person which competes
with the Company or any of its affiliates or otherwise violates Sections 2 or 3
hereof; or


 


(g)           the Executive is convicted
by a court of competent jurisdiction of a felony (other than a traffic or
moving violation) or any crime involving dishonesty; or


 


(h)           any other action or
condition that may result in termination of an employee for cause pursuant to
any generally applied standard, of which standard the Executive knew or
reasonably should have known, adopted in good faith by the Board or the board
of directors (or similar body) of any of the Company’s affiliates from time to
time but prior to such action or condition; or


 


(i)            any willful breach by the
Executive of his fiduciary duties as a director of SeaCube, CLI or any of their
respective affiliates.


 


In
the event that there is a dispute between the Executive and the Company as to
whether “Cause” for termination exists:  (x) such
termination shall nonetheless be effective and (y) such dispute shall be
subject to arbitration in New York, New York using the commercial rules of
the American Arbitration Association.


 


(i)            “Change
of Control” means an event or series of events by which Seacastle Operating
Company Ltd. (“Operating”) directly or indirectly legally or 


 


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beneficially owns less than 50% of the voting stock (or other
equity interest) of SeaCube, in each case adjusted pursuant to any stock (or
share) split, stock (or share) dividend, recapitalization or reclassification
of the capital of SeaCube; provided, however, that a “Change of
Control” shall not be deemed to occur:


 


(a)           upon
an acquisition, merger, amalgamation, continuation into another jurisdiction or
other business combination involving SeaCube, including the sale of all or substantially
all of the assets of SeaCube (each, a “Business Combination”), if
Operating collectively (I) directly or indirectly legally or beneficially
owns at least 30% of the voting stock (or other equity interest) of SeaCube or
the surviving/acquiring entity, as the case may be, and (II) continues to
be the largest shareholder (or other holder of equity) of SeaCube or the
surviving/acquiring entity, as the case may be, following such Business
Combination, and a “Change of Control” will not result after any such Business
Combination so long as the conditions set forth in clauses (I) and (II) continue
to be satisfied; or


 


(b)           (I) upon
an IPO (without regard to the percentage of voting stock (or other equity
interest) of SeaCube directly or indirectly legally or beneficially owned by
Operating immediately after such IPO) or (II) without limiting clause (I),
if at any time following an IPO, Operating collectively directly or indirectly
legally or beneficially owns at least 30% of the voting stock (or other equity
interest) of SeaCube and is the largest shareholder (or other holder of equity)
of SeaCube.


 


(iii)          “Disability” means
that the Executive (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan, or disability plan, covering
employees of the Company or any of its affiliates.


 


(iv)          “Fair Market Value”
of each Share shall be determined as of the time of the event requiring
valuation of Shares hereunder by the Board in good faith; provided, however,
that such determination shall be based upon SeaCube as a going concern and
shall not discount the value of such shares either because they are subject to
the restrictions set forth in this Agreement or because they constitute only a
minority interest in SeaCube.


 


(v)           The Executive will be
treated as having terminated his employment with the Company for “Good
Reason” if the Executive resigns as an employee of the Company following
the sixtieth (60th) day after the
occurrence of any of the following events, which has not been cured within
thirty (30) days of the Executive providing written notice of such event(s) to
the Company:


 


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(a)           a material reduction in the
Executive’s title; or


 


(b)           the failure by the Company
to pay the Executive the Base Salary or Performance Bonus when required to be
so paid pursuant to the terms of this Agreement; or


 


(c)           a material reduction in the
Base Salary; or


 


(d)           a relocation of the
Executive’s principal place of work to a location more than thirty-five (35)
miles away from the location of the Executive’s principal place of work
immediately prior to such resignation by the Executive; provided,
however, a requirement by the Company that
the Executive’s principal place of work be moved to either San Francisco,
California or Singapore shall not entitle the Executive to resign for Good
Reason; or


 


(e)           during the one-year period
following a Change of Control, the failure of any successor to the Company,
whether direct or indirect and whether by merger, acquisition, consolidation or
otherwise, to assume in writing delivered to the Executive, the obligations of
the Company under this Agreement.


 


(vi)          “IPO” means a firmly
underwritten initial public offering pursuant to a registration statement
declared effective under the Securities Act of 1933, as amended, covering the
offer and sale of SeaCube common shares (or other equity interest) for the
account of SeaCube to the public generally in which the net proceeds to SeaCube
are not less than US$50,000,000.


 


2.             Restrictive Covenants.  The Executive acknowledges that during the
period of his employment with the Company he shall have access to secret and
confidential information, knowledge or data relating to the Company and its
affiliates, and their respective businesses, and will meet and develop
relationships with potential and existing suppliers, financing sources,
clients, customers and employees of the Company and its affiliates.


 


(a)           Noncompetition;
Nonsolicitation.  The
Executive agrees that during the period of his employment with the Company or
any of its subsidiaries or affiliates and for the one (1) year period
immediately following termination of such employment (whether as a result of
termination for Cause, termination other than for Cause, resignation (with or
without Good Reason), death, Disability or otherwise), the Executive shall not:


 


(i)            directly or indirectly
(whether as principal, agent, independent contractor, partner, member, manager,
officer, director or otherwise) own, manage, operate, control, participate in,
perform services for, make any investment in or otherwise carry on, any
business that is competitive with any business engaged in or conducted by the
Company or any of its affiliates, or any business that the Company or any of
its affiliates proposes to engage in or conduct, at such time, including the
business of owning, leasing (as lessor, sublessor, lessee or sublessee) or
managing containerships, shipping containers or intermodal chassis; or


 


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(ii)           directly or indirectly, engage in the recruiting,
soliciting or inducing of any nonclerical employee or employees of the Company
or its affiliates to terminate their employment with, or otherwise cease their
relationship with, the Company or any of its affiliates, or in hiring or
assisting another person or entity to hire any nonclerical employee of the
Company or any of its affiliates or any person who within six months before had
been a nonclerical employee of the Company or any of its affiliates and were
recruited or solicited for such employment or other retention while an employee
of the Company (other than any of the foregoing activities engaged in with the
prior written approval of the Company); or


 


(iii)          directly or indirectly solicit, induce or encourage or
attempt to persuade any agent, supplier or customer of the Company or any of
its affiliates to terminate such agency or business relationship.


 


Nothing
contained in this Agreement shall limit or otherwise affect the ability of the
Executive to own not more than 1.0% of the outstanding capital stock of any
entity that is engaged in a business competitive with the Company or any of its
affiliates, provided that such investment is a passive investment and such
Executive is not directly or indirectly involved in the management or operation
of such business or otherwise providing consulting services to such
business.  In the event that Executive
inadvertently accumulates more than 1.0% of such competitive entity, provided
Executive gives the Company immediate written notice thereof and divests
himself of such passive investment within thirty (30) days of his accumulating
more than 1% of such competitive entity, the Company will not seek any other
relief for violation of this provision.


 


(b)           Disparaging Comments.  The Executive and the Company agree that both
during and after the Executive’s employment with the Company or any of its
affiliates, the Executive and the Company shall not make any disparaging or
defamatory comments regarding the other (including the Company’s subsidiaries
or affiliates), or make any disparaging or defamatory comments concerning any
aspect of the termination of the employment relationship.  The obligations of the Executive and the Company
under this subparagraph shall not apply to disclosures required by applicable
law, regulation or order of any court or governmental agency.


 


Nothing
contained in this Section 2 shall limit any common law or statutory
obligation that the Executive may have to the Company or any of its affiliates.  For purposes of this Section 2 and Section 3,
“the Company” refers to the Company and any incorporated or unincorporated
affiliates of the Company, including any entity which becomes the Executive’s
employer as a result of any acquisition, merger, amalgamation, continuation
into another jurisdiction or other business combination involving the Company,
including the sale of all or substantially all of the assets of the Company, or
any reorganization or restructuring of the Company for any reason.  the Company shall be entitled, in connection
with tax planning or other reasons, to terminate the Executive’s employment
(which termination shall not be considered a termination without Cause for
purposes of this Agreement or otherwise) in connection with an invitation from
another affiliate of the Company to accept employment with such affiliate in
which case the terms and conditions hereof shall apply to the Executive’s
employment relationship with such entity mutatis  mutandis.


 


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3.             Confidentiality.  During employment and following termination
of employment, the Executive will hold and keep confidential all secret and
confidential information, knowledge or data relating to the Company and its
affiliates, and their respective businesses, including any confidential
information as to customers of the Company and its affiliates (i) obtained
by the Executive during employment by the Company or its affiliates and (ii) not
otherwise public knowledge or known within the applicable industry.  The Executive shall not, without prior
written consent of the Company, unless compelled pursuant to the order of a
court or other governmental or legal body having jurisdiction over such matter,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. 
In the event the Executive is compelled by order of a court or other
governmental or legal body to communicate or divulge any such information,
knowledge or data to anyone other than the foregoing, the Executive will
promptly notify the Company of any such order and will cooperate fully with the
Company in protecting such information to the extent possible under applicable
law.  the Company agrees to reimburse
Executive for all reasonable expenses actually incurred and paid in connection
with such cooperation, including reasonable attorneys’ fees for separate
counsel for Executive, which counsel Executive may select in his sole
reasonable discretion.  Upon termination
of employment with the Company and its affiliates, or at any time as the
Company may request, the Executive will promptly deliver to the Company, as
requested, all documents (whether prepared by the Company, an affiliate of the
Company, the Executive or a third party) relating to the Company, an affiliate
of the Company or any of their businesses or property which the Executive may
possess or have under the Executive’s direction or control other than documents
provided to the Executive as a participant in any employee benefit plan, policy
or program of the Company or any of its affiliates or any agreement by and
between the Executive, and the Company or any of its affiliates with regard to
the Executive’s employment or severance.


 


4.             Notices.  All notices or other communications under
this Agreement shall be given in writing and shall be deemed duly given and
received on the third full business day following the day of the mailing
thereof by registered or certified mail or when delivered personally or sent by
facsimile transmission as follows:


 


(a)           if to the Executive, at the address
of the Executive in the Company’s personnel records or at such other address as
provided in writing to the Company or at such other place as the Executive
shall have designated by notice as herein provided to the Company; and


 


(b)           if to the Company, at SeaCube
Container Leasing Ltd., 1 Maynard Drive, Park Ridge, NJ 07656, Attention:
General Counsel; copy to Seacastle Inc., at 211 College Road East, Princeton,
NJ 08540, Attention: General Counsel, or in each case at such other place as
such person shall have designated by notice as herein provided to Executive.


 


5.             Specific Performance.  Due to the fact that damages to the Company
and its affiliates will be difficult to ascertain and remedies at law to the
Company and its affiliates will be inadequate and for other reasons, the
parties will be irreparably damaged in the event that this Agreement is not
specifically enforced.  In the event of a
breach or threatened breach of the terms, covenants and/or conditions of this
Agreement by either party hereto, the other party shall, in addition to all
other remedies, be entitled (without any bond or other security being required)
to a temporary and/or permanent injunction, without showing any actual damage
or that 


 


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monetary damages would not
provide an adequate remedy, and/or a decree for specific performance, in
accordance with the provisions hereof.


 


6.             Section 409A.
The intent of the parties is that payments and benefits under this Agreement
comply with Section 409A of the Code, to the extent subject thereto, and
accordingly, to the maximum extent permitted, this Agreement shall be
interpreted and administered to be in compliance therewith.  Notwithstanding anything contained herein to
the contrary, the Executive shall not be considered to have terminated
employment with the Company for purposes of any payments under this Agreement
which are subject to Section 409A of the Code until the Executive would be
considered to have incurred a “separation from service” from the Company within
the meaning of Section 409A of the Code. 
Each amount to be paid or benefit to be provided under this Agreement
shall be construed as a separate identified payment for purposes of Section 409A
of the Code.  Without limiting the
foregoing and notwithstanding anything contained herein to the contrary, to the
extent required in order to avoid accelerated taxation and/or tax penalties
under Section 409A of the Code, amounts that would otherwise be payable
and benefits that would otherwise be provided pursuant to this Agreement during
the six-month period immediately following the Executive’s separation from
service shall instead be paid on the first business day after the date that is
six months following the Executive’s separation from service (or, if earlier,
the Executive’s date of death).  To the
extent required to avoid an accelerated or additional tax under Section 409A
of the Code, amounts reimbursable to the Executive under this Agreement shall
be paid to the Executive on or before the last day of the year following the
year in which the expense was incurred and the amount of expenses eligible for
reimbursement (and in-kind benefits provided to the Executive) during any one
year may not effect amounts reimbursable or provided in any subsequent
year.  The Company makes no
representation that any or all of the payments described in this Agreement will
be exempt from or comply with Section 409A of the Code and makes no
undertaking to preclude Section 409A of the Code from applying to any such
payment.


 


7.             Section 280G.  Notwithstanding anything in this Agreement or
any other plan or agreement to the contrary, in the event that any payment or
benefit received or to be received by the Executive (including any payment or
benefit received in connection with a Change of Control or the termination of
the Executive’s employment, whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement) (all such payments and benefits being
hereinafter referred to as the “Total Payments”) would not be deductible
(in whole or part) by the Company or any of its affiliates making such payment
or providing such benefit as a result of Section 280G of the Code, then,
to the extent necessary to make such portion of the Total Payments deductible
(and after taking into account any reduction in the Total Payments provided by
reason of Section 280G of the Code in such other plan, arrangement or
agreement), the portion of the Total Payments that do not constitute deferred
compensation within the meaning of Section 409A of the Code shall first be
reduced (if necessary, to zero), and all other Total Payments shall thereafter
be reduced (if necessary, to zero), with cash payments being reduced before
non-cash payments, and payments to be paid last being reduced first.


 


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8.             Miscellaneous.


 


(a)           The Executive acknowledges and agrees
that nothing herein, including the provisions of Section 1 of this
Agreement, shall be deemed to create any implication concerning the adequacy of
the Executive’s services to the Company or any of its affiliates.


 


(b)           This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and may not be modified or amended except by a written agreement
signed by the Company and the Executive. 
This Agreement supersedes the terms and provisions of the Original
Agreement to the extent relating to the subject matter hereof, which terms and
provisions shall be of no further force or effect as of the Effective Date, and
any prior agreements or understandings between the parties with respect to the
subject matter hereto.  The Executive
represents that he is free to enter into this Agreement without violating any
agreement or covenant with, or obligation to, any other entity or individual.


 


(c)           No waiver of any breach or default
hereunder shall be considered valid unless in writing, and no such waiver shall
be deemed a waiver of any subsequent breach or default of the same or similar
nature.


 


(d)           Except as otherwise expressly
provided herein, this Agreement shall be binding upon and inure to the benefit
of the Company and its affiliates, and their respective successors and assigns
and the Executive and the Executive’s heirs, personal representatives,
successors and assigns.  Except as
specified herein, this Agreement shall not be assignable.


 


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


 


(f)            Should any party to this Agreement
be required to commence any litigation concerning any provision of this
Agreement or the rights and duties of the parties hereunder, the prevailing
party in such proceeding shall be entitled, in addition to such other relief as
may be granted, to the reasonable attorneys’ fees and court costs incurred by
reason of such litigation.


 


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


 


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


 


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


 


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(j)            The Executive agrees that,
subsequent to any termination of his employment, he will continue to cooperate
with the Company in the prosecution and/or defense of any claim in which the
Company may have an interest (with the right of reimbursement for reasonable
out-of-pocket expenses (including reasonable attorneys’ fees) actually
incurred) which may include, without limitation, being available to participate
in any proceeding involving the Company, permitting interviews with
representatives of the Company, appearing for depositions and trial testimony,
and producing and/or providing any documents or names of other persons with
relevant information in the Executive’s possession or control arising out of
his employment in a reasonable time, place and manner.


 


(k)           All payments pursuant to this
Agreement shall be subject to regular withholding and deductions for
taxes.  Executive shall pay the
applicable entity promptly upon request an amount equal to the taxes the
Company determines it is required to withhold. 
Except as otherwise permitted by the Board, the Executive shall make
such payment in cash.


 


(l)            The Executive hereby irrevocably
consents and agrees that any legal action, suit or proceeding against him with
respect to his obligations or liabilities or any other matter under or arising
out of or in connection with this Agreement shall be brought in the United
States District Court of the Southern District of New York or in the courts of
the State of New York, sitting in New York County and, by execution and
delivery of this Agreement, the Executive, to the fullest extent permitted by
applicable law, hereby (i) irrevocably accepts and submits to the
exclusive jurisdiction of each of the aforesaid courts, in person,
generally and unconditionally with respect to any such action, suit or
proceeding, (ii) agrees not to commence any such action, suit or
proceeding in any jurisdiction other than those of the aforesaid courts, (iii) waives
any objection to the laying of venue of any such action, suit or proceeding
therein, (iv) agrees not to plead or claim that such action, suit or
proceeding has been brought in an inconvenient forum and (v) consents to
service of process in connection with an such action, suit or proceeding by the
delivery of notice to such Executive’s address set forth in this Agreement.


 


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


 


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


 


11

















 


MODIFICATIONS, SUPPLEMENTS
OR RESTATEMENTS HEREOF.  IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.


 


12

















 


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


 


	
   

  	
   

  	
  SEACUBE CONTAINER LEASING LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lisa D. Leach

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lisa D. Leach

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTAINER LEASING INTERNATIONAL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lisa D. Leach

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lisa D. Leach

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Joseph Kwok

  
	
   

  	
   

  	
  JOSEPH KWOK