heisscofferletterredacte






                                                                                                                                                                      Human Resources Department                                                                             100 Manhattanville Road                                                                         Purchase, NY 10577‐2135 USA                                                                                Tel: +1 914.251.9000                                                                                Fax: +1 914.697.2996                                                                                    www.trtn.com  October 31, 2019    Carla Heiss  [ADDRESS REDACTED]     Dear Carla,    We are pleased to confirm our offer of employment for you to join Triton Container International, Incorporated  of North America (“Triton” “Company”), an indirect subsidiary of Triton International Limited, as Senior Vice  President, General Counsel & Secretary reporting to Brian Sondey, CEO. The details of your offer are as  follows:          Effective Start Date – December 1, 2019          Location – Your principal place of employment shall be the Company’s headquarters in Purchase,         New York.              Salary – Your starting base salary will be $400,000 annually. (This is stated as a matter of         convenience and does not imply any type of employment contract)                 Next Scheduled Compensation Review Date – Under current Company policy, your next         compensation review date is January 1, 2021.                  Bonus – Effective January 1, 2020 you will be eligible to participate in the company’s annual         discretionary bonus plan in which your target payout will be 60% of your annual base salary with a         payout range between 0 to 200% of the target bonus opportunity. The actual payout may vary based         on the company’s overall performance, as well as your individual contribution to that performance.                  Sign-on Bonus - You will receive a one-time lump sum payment of $330,000 (subject to normal         withholdings) with the first regular payroll following your start date. If you voluntarily leave the         Company within 12 months of receipt of this payment, you will be liable for repayment of the entire         amount.                 Restricted Stock Grant – You will participate in the Company’s equity program. On or shortly after         your start date you will receive a Restricted Stock grant with a value of $400,000. These shares will         cliff vest 3 years from the grant date and will include 50% time based and 50% performance based         shares. Your next grant will be part of the regularly scheduled grants in Jan/Feb 2021, with an         expected target value equal to your base salary at that time. Inclusion in the Company’s equity         program requires compliance with a Non-Compete Agreement, which may be invoked at the         Company’s discretion at the time employment is terminated. If the Company invokes the Non-        Compete, you will receive your base salary in effect at that time for the 12 month Non-Compete         period.                 Severance – All employees are covered under the Company’s Severance Plan. You shall be         immediately eligible to participate in the Severance Plan regardless of any service requirements.  If         the Company terminates your employment for reasons other than Cause or if you resign your         employment for Good Reason (each as defined in the Severance Plan), your severance award will         be calculated at the maximum benefit of 32 weeks of salary and bonus target and will not be based         on your years of service. All unvested shares which were not granted during the year of termination         shall fully vest immediately upon termination.                 Change of Control – If a Change of Control occurs resulting in a Termination of Service within 24         months of the Change of Control (as such terms are defined in the Triton International Limited Equity 





 






                                                                                     Page 2                                                                                   Carla Heiss                                                                                                    Incentive Plan), all unvested awards shall vest, and you would be eligible for payment under the         Company’s Severance Plan.                 Car Allowance – You will be eligible to receive a monthly car allowance in the gross amount of         $630. This amount will be paid via payroll and will be subject to all normal tax withholdings.                 Benefits - In addition to your salary, you will also be eligible to participate in the Triton Benefits         Program, which offers a variety of benefit options. You will be eligible for the Triton welfare plans         (medical, dental, life and disability), on your start date of December 1, 2019. In addition, the         Company will provide you with coverage under the Company’s customary director and officer         indemnification arrangements.                   Vacation – You will be entitled to five weeks of paid vacation annually.                      This offer is contingent upon receipt of satisfactory proof of identification and work authorization as required  by the Immigration and Control Act, as well as satisfactory background and reference validation.    Pursuant to the Immigration and Nationality Act, our company is required to verify the identity and employment  authorization of all new hires.  In order to comply with this legal obligation, we must complete an Employment  Eligibility Verification Form I-9 within three days of hire.  We have enclosed a Form I-9 for your review (do not  complete at this time).  Please note that you will need to provide either (i) one document from "List A" or (ii)  one document from "List B" and one document from "List C" of the form (see page two of the enclosed I-9  Form).  If you anticipate having difficulty completing the Form I-9 or producing the required documents, please  contact me ASAP.    In addition, employment at Triton is on an at-will basis, which means that both you and/or Triton can terminate  the employment relationship at any time for any reason, with or without cause or advance notice.  Although  your compensation and benefits may change from time to time, the at-will nature of your employment may only  be changed by an express written agreement signed by the CEO of the Company. Further, no policy, guideline  or  other  statement  of  business  philosophy  or  operating  principle  or  standard  contained  in  any  company  handbook, manual or other company document shall give rise to any contractual obligation whatsoever.     You represent that you are not bound by the terms of any agreement with any previous employer or other party  to refrain from competing, directly or indirectly, with the business of such previous employer or any other party,  except as disclosed to the Company.  You further represent that your performance as an employee of the  Company  does  not,  and  will  not, breach  any  agreement  to  keep  in  confidence  proprietary  information,  knowledge or data acquired in confidence or in trust prior to your employment with the Company, and you shall  not use such confidential and proprietary information, knowledge or data acquired prior to employment with  the Company during your employment with the Company.      If you agree to the terms outlined above, please acknowledge your agreement by signing the bottom of this  letter and returning it along with the enclosed Inquiry Release form via email to me (mlimoncelli@trtn.com) by  November 4, 2019.     Carla, I’m sure you’ll find this an exciting and challenging opportunity.  If you should have any questions,  please do not hesitate to call me.    Sincerely,      /s/ Michael Limoncelli  Vice President, Human Resources   ________________________________________________________________    I accept this offer of employment under the terms set forth above: 





 






                                                                                                                                                                                         Human Resources Department                                                                                     100 Manhattanville Road                                                                                 Purchase, NY 10577‐2135 USA                                                                                         Tel: +1 914.251.9000                                                                                         Fax: +1 914.697.2996                                                                                              www.trtn.com    SIGNATURE:  _/s/ Carla Heiss________________________        DATE:_____11/1/2019____________