Filed by Bowne Pure Compliance





Exhibit 10.15




General Finance Corporation




February 11, 2009




Mr. Ronald F. Valenta

5200 Jessen Drive

La Cañada, CA 91011




Dear Ron:



General Finance Corporation (the “Company”) is pleased to confirm the terms of your
employment agreement (this “Agreement”) under which you will serve as the President and
Chief Executive Officer of the Company. The Company is listed on The NASDAQ Stock Market. We
believe the position of President and Chief Executive Officer will be both challenging, rewarding
and focused upon, but not limited to, the traditional areas of company policies, procedures and
culture, company operations, sales, marketing and management of executive personnel, and other
projects as are necessary.



Your employment will be on the following terms and conditions:




1. Title and Responsibilities




1.1 You will serve as the President and Chief Executive Officer of the Company. You will
report to the Board of Directors of the Company (the “Board”). Your duties and
responsibilities shall be those normally and customarily vested in the President and Chief
Executive Officer, as incident to the duties set forth herein and as set forth in the Bylaws of the
Company. Some of your duties are listed on Exhibit A. In addition, your duties shall include
those duties and services for the Company and its affiliates as the Board shall in its discretion,
from time to time, reasonably direct which are not inconsistent with your responsibilities
described in this Section 1.



1.2 You agree to obey all rules, regulations and special instructions of the Company and all
other rules, regulations, guides, handbooks, procedures, policies and special instructions
applicable to the Company’s business in connection with your duties hereunder and you shall
endeavor to improve your ability and knowledge of the Company’s business in an effort to increase
the value of your services for the mutual benefit of the Company and you.



1.3 You will perform your responsibilities principally at the executive offices of the
Company.


2. Base Salary. Your base salary (“Base Salary”) will be $200,000 per year,
payable in bimonthly installments of $8,333.33.




 


 









 






3. Bonus. You will be eligible for an annual bonus each fiscal year of the Company in an
amount of approximately 35% of your base salary earned for the year, provided that you are employed
by the Company on the last day of such fiscal year.



The Board will advise you each year of the criteria upon which your bonus will be determined for
the fiscal year. The criteria for your bonus for fiscal year 2009 will include: (i) providing a
vision and strategic plan of the Company and its subsidiaries, (ii) the professional execution of
your Company responsibilities, in such areas as oversight of all Company executives, subsidiary
CEOs and/or Presidents requested from time to time by the Board and (iii) completion of certain
projects in fiscal year 2009, including an employee handbook, Sarbanes-Oxley compliance, and other
projects and matters assigned from time to time by the Board.



4. Stock Option. The Company has adopted the 2006 Stock Option Plan (the “Plan”).
No options under the Plan are being granted to you at this time.



5. Reimbursement of Expenses. You will be reimbursed for reasonable and necessary
work-related expenses, including but not limited to, phone charges, travel expenses, laptop and
desk top computer, and computer time on the Company’s server; other reasonable and necessary
work-related costs will be borne by the Company.



6. Employee Benefits. Unfortunately, at this time, the Company cannot offer you employee
benefits in the form of health care insurance, life insurance, disability insurance, retirement
programs, etc. However, should the Company adopt such plans in the future, you will entitled to
participate on the same basis in all offered benefits or programs as any other employee of the
Company. Until the Company offers health care insurance to its employees, the Company will
reimburse you up to $2,500 per month for a car allowance, health, dental, vision and/or
supplemental disability premiums for you and your family.



7. Vacation. You shall be entitled to forty-five days paid vacation each year, which shall
accrue monthly. You shall have the right to carry over unused vacation to the extent permitted by
the Company’s policy from time to time in effect. In all other respects, vacation shall be subject
to the Company’s vacation policies as set forth in the employee handbook to be adopted.



8. Term and Termination of Employment. Your employment will commence on February 14, 2009
(or such other date as may be agreed between you and the Company) and will terminate on the
earliest to occur of the following:





8.1 upon your death;



8.2 upon the delivery to you of written notice of termination by the Company if you shall
suffer a physical or mental disability which renders you unable to perform your duties and
obligations under this Agreement for either 60 consecutive days or 120 days in any 12-month period;



8.3 upon 30 days’ written notice from you to the Company;


 


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8.4 upon written notice from you to the Company for one or more of the following effected
without your written consent (“Good Reason”), provided that such notice is received within
90 days of the event or circumstance constituting Good Reason: (a) a reduction in your Base Salary;
(b) a permanent relocation of your place of employment by more than 60 miles from your current home
address; (c) the Company hires a chief executive officer senior to you unless you are promoted to
an executive officer position senior to Chief Executive Officer; (d) you are assigned duties and
responsibilities that are materially beneath those of a chief executive officer (considering in
this regard the limited staffing the Company has and expects to have in the future) and provided
that you notify the Company within five business days of the assignment of such duties that you
believe are the basis of termination of your employment for Good Reason and the Company does not
revoke such duties and responsibilities;



8.5 upon delivery to you of written notice of termination by the Company (i) For Cause, or
(ii) without cause following receipt of written notice of termination from you pursuant to Section
8.3 of this Agreement; or




8.6 upon delivery to you of written notice of termination by the Company without cause.



9. Severance




9.1 Upon termination of your employment for any reason, you shall not be entitled to any
severance, except that if you terminate your employment for Good Reason, or the Company terminates
your employment without cause, you shall be entitled to a lump sum severance payment equal to 12
months’ Base Salary as in effect on the date of termination (but prior to any reduction in salary
that entitled you to terminate your employment for Good Reason) provided that you execute and
deliver to the Company, and do not revoke, a written release (the “Release”), in form and
substance satisfactory to the Company, of any and all claims against the Company and its
subsidiaries, directors, officers and affiliates with respect to all matters arising out of your
employment by the Company. The Company shall be entitled to defer payment of any amounts under
this Section 9 until the expiration of any period during which you shall have the right to revoke
the Release.



9.2 Notwithstanding the timing of payments set forth in this Agreement, if the Company
determines that you are a “specified employee” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended, and that, as a result of such status, any portion of the payment
under this Agreement would be subject to additional taxation, the Company will delay paying any
portion of such payment until the earliest permissible date on which payments may commence without
triggering such additional taxation (with such delay not to exceed six months), with the first such
payment to include the amounts that would have been paid earlier but for the above delay.


 


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10. Certain Definitions. For purposes of this Agreement, the following capitalized terms
have the following meanings:




10.1 “For Cause” shall mean, in the context of a basis for termination of your
employment with the Company, that:



10.1.1 you breach any obligation, duty or agreement under this Agreement, which breach is not
cured or corrected within 15 days of written notice thereof from the Company; or




10.1.2 you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or



10.1.3 you are convicted of, or plead guilty or nolo contendere with respect to, theft, fraud,
a crime involving moral turpitude, or a felony under federal or applicable state law; or



10.1.4 you commit any act of personal conduct that, in the reasonable opinion of the Board,
gives rise to a material risk of liability under federal or applicable state law for discrimination
or sexual or other forms of harassment or other similar liabilities to subordinate employees; or



10.1.5 you commit continued and repeated substantive violations of specific written directions
of the Board, which directions are consistent with this Agreement and your position as President
and Chief Executive Officer, or continued and repeated substantive failure to perform duties
assigned by or pursuant to this Agreement; provided that no discharge shall be deemed For Cause
under this subsection 10.1.5 unless you first receive written notice from the Company advising you
of the specific acts or omissions alleged to constitute violations of written directions or a
material failure to perform your duties, and such violations or material failure continue after you
shall have had a reasonable opportunity to correct the acts or omissions so complained of; or



10.1.6 you engage in conduct that is demonstrably and materially injurious to the Company
Group (as defined below), or that materially harms the reputation or financial position of the
Company Group (as defined below), unless the conduct in question was undertaken in good faith on an
informed basis with due care and with a rational business purpose and based upon the honest belief
that such conduct was in the best interest of the Company Group (as defined below); or



10.1.7 you are found liable in any SEC or other civil or criminal securities law action or
entering any cease and desist order with respect to such action (regardless of whether or not you
admit or deny liability) where the conduct that is the subject of such action is demonstrably and
materially injurious to the Company Group (as defined below); or



10.1.8 you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii)
fail to materially cooperate with, any investigation authorized by the Board or any governmental or
self-regulatory entity (an “Investigation”) (however, your failure to
waive attorney-client privilege relating to communications with your own attorney in
connection with an Investigation shall not constitute “Cause”); or



10.1.9 you made any material misrepresentations (or omissions) in connection with your resume
and other documents which may have been provided by you, and oral statements regarding your
employment history, education and experience, in determining to enter into the Agreement.



 


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10.2 “Company Group” means the Company and each corporation or entity controlled
directly or indirectly by the Company.


11. Employment “At Will.” Nothing in this Agreement constitutes a promise of continued
employment or employment for a specified term. By discussing the terms of employment with the
Company outlined herein, you agree and acknowledge that your employment relationship with the
Company would be at will.



12. Non-Solicitation. During the period from the date your employment with the Company
terminates through the second anniversary of such date, you will not directly or indirectly, either
alone or by action in concert with others: (a) induce or attempt to influence any employee of any
member of the Company Group to terminate his or her employment with any member of the Company
Group; (b) employ or offer employment to any person who was employed by any member of the Company
Group at the time of termination of your employment with the Company; or (c) induce or attempt to
induce any customer, supplier, licensee or other business relationship of any member of the Company
Group to cease or reduce its business with any member of the Company Group, or in any way interfere
with the relationship between any such customer, supplier, licensee or business relationship and
any member of the Company Group; or (d) solicit business from any of the Company’s customers.



13. Confidentiality. You agree not to disclose or use at any time (whether during or
after your employment with the Company) for your own benefit or purposes or the benefit or purposes
of any other person any non-public information regarding the Company Group and its business,
operations, assets, financial condition and properties, including, without limitation, trade
secrets, business plans, policies, pricing information and customer data, provided that the
foregoing covenant shall not restrict you from disclosing information to the extent required by
law. You agree that upon termination of your employment with the Company for any reason, you will
return to the Company immediately all memoranda, books, papers, plans, information, letters and
other data, and all copies thereof or therefrom, in any way relating to the business of the Company
Group except that you may retain personal notes, notebooks, diaries, rolodexes and addresses and
phone numbers. You further agree that you will not retain or use for your account at any time any
trade names, trademark or other proprietary business designation used or owned in connection with
the business of any member of the Company Group.



14. Withholding. The Company may deduct from any compensation payable to you (including
payments made pursuant to Section 9 of this Agreement in connection with or following termination
of employment) amounts sufficient to cover your share of applicable federal, state and/or local income tax withholding, old-age and survivors’ and other Social
Security payments, state disability and other insurance premiums and payments.



 


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15. Entire Agreement. The foregoing constitutes the entire agreement between you and the
Company should you elect to proceed. By ultimately accepting, you and the Company are agreeing to
be bound by the terms of this Agreement, and only this Agreement. In other words, you are not
accepting the offer based on an understanding or promise — oral or written — which is not
contained in this Agreement, as this Agreement would represent the entire agreement and
understanding between you and the Company regarding your employment with the Company should you
proceed. Any changes to the terms of this Agreement can only be in writing and must be signed by
you and either the Chairman of the Compensation Committee or Chairman of the Board in order to be
valid and enforceable. Notwithstanding the foregoing, you acknowledge that the Company has relied
on your resume and other documents which may have been provided by you, and oral statements
regarding your employment history, education and experience, in determining to enter into the
Agreement, and material misrepresentations (or omissions) in connection with such documents may
constitute the basis of termination For Cause, as contemplated by the definition of For Cause.



16. Governing Law. This Agreement has been made and entered into in the State of
California and shall be construed in accordance with the laws of the State of California.



17. Captions. The various captions of this Agreement are for reference only and shall not
be considered or referred to in resolving questions of interpretation of this Agreement.



18. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.



We believe that you would be a worthy addition to the Company and are capable of making an
outstanding contribution and that we, in turn, can offer you a challenging and rewarding career.
We look forward to working together with you.




Very truly yours,




GENERAL FINANCE CORPORATION




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Accepted and agreed as of
the date set for above
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ David Connell
 

David Connell
	 	 	 	/s/ Ronald F. Valenta
 

Ronald F. Valenta
	 	 
	 

	 	Chairman of the Compensation Committee	 	 	 	 	 	 






 


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EXHIBIT A




Description of Duties and Responsibilities





	•	 	All activities, responsibilities and authority related to the position of President and Chief Executive Officer;
	 
	•	 	Responsible for company policies, procedures and culture;
	 
	•	 	Responsible for company operations;
	 
	•	 	Responsible for company sales and marketing;
	 
	•	 	Member of the Executive Management Committee (EMC) and Board of Directors; and
	 
	•	 	Reports to the Board of Directors.






 


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