Exhibit 10.18


 


EXECUTION VERSION


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(this “Agreement”), dated May 18, 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 Stephen P. Bishop (the “Executive”).


 


WHEREAS, the Executive previously entered into an Employment Agreement with CLI,
dated March 25, 2010, pursuant to which the Executive serves as the Chief
Financial Officer and Chief Operating Officer of CLI (the “Original
Agreement”); and


 


WHEREAS, the parties
mutually desire to terminate the Original Agreement and enter into this
Agreement, effective as of May 18,
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 foregoing premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


 


1.             Certain Terms of Employment.


 


(a)           While employed hereunder,
the Executive shall serve as the Chief Financial Officer and Chief Operating
Officer of SeaCube and CLI, and in such position shall have the duties,
responsibilities and authority commensurate with the status of a chief
financial officer and chief operating 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
Chief Executive Officer of the Company. 
While employed by the Company, the Executive agrees to devote all of his
working time and efforts to the business and affairs of the Company and its
affiliates, subject to four calendar weeks of vacation as well as 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. 
For the avoidance of doubt, the Executive may, in compliance with the
preceding sentence, at any time during the Executive’s employment at the
Company serve as a director of one for-profit enterprise and one non-profit
enterprise, in each case so long as such directorship is both pre-approved by
the Company (which approval will not be unreasonably withheld) and does not
interfere with the Executive’s performance of his duties to the Company or
interfere with or damage the business interests or reputation of the
Company.  The Executive agrees to
discharge his duties as Chief Financial Officer and Chief Operating 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)           As compensation for the
Executive’s services as Chief Financial Officer and Chief Operating 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$300,000 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)           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 50% and 100% of the Executive’s then current
annual salary, 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 SeaCube Board of Directors, 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 SeaCube Board of Directors 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.


 


(d)           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 


 


2

















 


agreement by and among SeaCube,
CLI and the Executive, which will 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)           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)            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’s annual base salary of the Executive 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.


 


(g)           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 reasonably applicable to such an
employee or (II) which violation results in 


 


3

















 


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 30 days; 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; or


 


(e)           the Executive materially
fails to comply with a specific directive from the SeaCube Board of Directors
or the board of directors (or similar body) of any of its affiliates with
respect to a material matter, which directive is made specifically to Executive
and was reasonable in light of the Executive’s position with the Company or any
of its subsidiaries; or


 


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


 


(g)           the Executive is convicted
by a court of competent jurisdiction of, or enters a plea of no contest to, 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 SeaCube Board of
Directors or the board of directors (or similar body) of any of its affiliates
from time to time prior to such action or condition; or


 


(i)            any willful breach by the
Executive of his fiduciary duties as an officer of SeaCube, CLI or any of their
respective subsidiaries.


 


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


 


4

















 


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.


 


(iv)          “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.


 


(v)           “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.


 


(vi)          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:


 


(a)           any material and sustained
reduction in the Executive’s title or job responsibilities; or


 


(b)           once the Executive’s Base
Salary is increased, any reduction in the Executive’s Base Salary below such
increased amount (other than an across-the-board reduction that applies to all
employees or solely to senior executives of the Company); or


 


5

















 


(c)           any requirement by the
Company that the Executive’s principal place of work be moved 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 anywhere within the greater New
York area (including Princeton and Park Ridge, New Jersey) shall not entitle
the Executive to resign for Good Reason; or


 


(d)           during the one-year period
following any 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.


 


(vii)         “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


 


(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 


 


6

















 


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 Business Combination,
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.


 


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 


 


7














 


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 the
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 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” 


 


8

















 


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.


 


8.             Reimbursement
of Moving Expenses.  To assist
you with your relocation, the Company will reimburse you, up to a maximum of
$20,000, net of taxes, for airfare, shipment of reasonable household goods, one
month of corporate housing, a broker’s fee and other necessary or reasonable
relocation-related expenses approved by the Company (the “Relocation
Reimbursement”), provided that such expenses are incurred no later than February 22,
2011.  Requests for Relocation Reimbursement should be submitted in
writing as soon as possible, but not later than January 15 of the year
following the year in which the expense is incurred (the “Reimbursement
Request”).  The Relocation Reimbursement payment and the corresponding
tax gross up payment (adjusted to reflect applicable tax withholding) will be
made as soon as practicable, but not later than forty-five (45) days after the
Reimbursement Request is made.  Only expenses that are subject to taxation
will be eligible for the tax gross up payment.


 


If, prior to February 22, 2011, (i) your
employment with the Company is terminated for Cause or (ii) you resign (or
provide notice of resignation), then you will no longer be eligible for 


 


9

















 


Relocation Reimbursement, and you will be required to refund the
Relocation Reimbursement previously paid, in full, including any tax gross up
payments, within thirty (30) days following the effective date of your
termination of employment.


 


9.             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, which 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 hereof. 
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.


 


10

















 


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


 


(j)            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. 
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 


 


11

















 


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


 


[signature
page follows]


 


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/ Stephen P. Bishop

  
	
   

  	
  STEPHEN P. BISHOP