EX-4.42



 EXHIBIT 4.42 
 AMENDED AND RESTATED 
 EXECUTIVE EMPLOYMENT AGREEMENT 

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is dated as of December 7, 2012 (the “Effective Date”) 

BETWEEN: 
 SEASPAN
CORPORATION (the “Company”) 
 AND: 
 GERRY WANG (the “Executive”) 
 WHEREAS: 

 

	A.	The Executive has served since 2000 and, pursuant to an Executive Employment Agreement dated as of March 14, 2011 (the “Original Agreement”), is
presently serving as the Company’s Chief Executive Officer (“CEO”). 

  

	B.	The term of the Original Agreement ends on January 1, 2013 

  

	C.	The Company and the Executive desire to enter into this amended and restated employment agreement to, among other things, extend the Executive’s employment term
with the Company. 

 NOW, THEREFORE in consideration of the terms and conditions set forth below, other good and valuable
consideration the receipt and sufficiency of which is acknowledged by the parties, the parties hereto agree as follows: 
  

	1.	DEFINITIONS 

  

	1.1	In this Agreement: 


“Affiliate” means, with respect to any Person, any Person who owns or controls, is owned or controlled by, or is under common ownership
or control with, such Person. As used in this definition, “control” or “controlled” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such
Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by contract, or otherwise. 
 “Agreement” means this
Amended and Restated Executive Employment Agreement between the Company and the Executive. 







 “Benefits” means insured benefit plans and other employee welfare benefits consistent with
the policies of the Company customarily applicable to senior executives of the Company; provided, however, that Benefits shall exclude all bonus, retention, equity or equity related, retirement or similar benefit plans or benefits.

 “Board” means the Board of Directors of the Company. 
 “Business” means the business of owning, chartering (in or out) or re-chartering and/or managing Container Vessels and any other lawful act or activity customarily conducted in
conjunction therewith. 
 “CEO” means the Company’s Chief Executive Officer 

“Change of Control” means: 
  

	 	(a)	the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the Company’s assets; 

  

	 	(b)	an order made for, or the adoption by the Board of a plan of, liquidation or dissolution of the Company; 


 

	 	(c)	the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is
used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of more than a majority of the Company’s voting securities, measured by voting power rather than number
of shares; provided, however, that aggregate beneficial ownership by Washington, Dennis Washington, members of his immediate family or any their respective Affiliates or associates (collectively, the “Washington Group”) of a
majority of the Company’s voting securities shall not be deemed to constitute a Change of Control for purposes of this Agreement unless the Washington Group acquires aggregate beneficial ownership of 90% or more of the Company’s voting
securities, in which case such ownership shall be deemed to constitute a Change of Control; 

  

	 	(d)	if, at any time, the Company becomes insolvent, admits in writing its inability to pay its debts as they become due, commits an act of bankruptcy, is adjudged bankrupt
or declares bankruptcy or makes an assignment for the benefit of creditors, or makes a proposal or similar action under the bankruptcy, insolvency or other similar laws of the Marshall Islands or any applicable jurisdiction or commences or consents
to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; 

  

	 	(e)	a change in directors after which a majority of the members of the Board are not Continuing Directors; or 


 

	 	(f)	the consolidation of the Company with, or the merger of the Company with or into, any “person”, or the consolidation of any “person” with, or the
merger of any “person” with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding common shares of the Company are converted into or exchanged for cash, securities or other property or receive a
payment of cash, securities or other property, other than any such transaction where the Company’s voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee
“person” constituting a majority of the outstanding shares of such voting stock of such surviving or transferee “person” immediately after giving effect to such issuance. 


  
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 “Claims” means the claims described in Section 5.4. 

“Common Stock” means the Class A common shares of the Company, par value $0.01 per share. 

“Company” means Seaspan Corporation, a Marshall Islands corporation, or any successor to its business and/or assets as provided in
Section 10.3. 
 “Confidential Information” has the meaning ascribed to such term in Section 6.3. 

“Container Investment Opportunity” has the meaning provided in the Right of First Refusal Agreement. 

“Container Vessel” means an ocean-going vessel specifically constructed to transport containerized cargo. 

“Container Vessel Business” has the meaning provided in the Right of First Refusal Agreement. 

“Container Vessel Business Acquisition” has the meaning provided in the Right of First Refusal Agreement. 

“Continuing Directors” means, as of any date of determination, any member of the Board who either (i) was a member as of the
Effective Date or (ii) was nominated for election or appointment to the Board with the approval of the majority of the members of the Board who either were members of the Board as of the Effective Date or whose nomination or election was
previously so approved. 
 “Declined Investment Opportunity” has the meaning provided in the Non-Competition Agreement dated as
of March 14, 2011 among the Executive and the GC Entities. 
 “Disability” means the Executive has one or more illnesses
or injuries that have rendered the Executive incapable (mentally, physically or otherwise) of substantially performing the Services on a full-time basis for a period of one hundred twenty (120) consecutive calendar days or a total of one
hundred eighty (180) calendar days in any 12-month period, as determined by a physician mutually chosen by the parties. 

“Disability Term” has the meaning ascribed to such term in Section 5.3(b). 

  
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 “Effective Date” has the meaning ascribed to such term in the introductory statement.

 “Employment Period” means the period from the Effective Date to the Termination Date. 

“Entity” means any corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint
venture, trust, business trust, organization, firm, unincorporated association, estate or other legal entity. 
 “Execution
Date” has the meaning ascribed to such term in Section 4.3(c). 
 “Executive” means Gerry Wang. 

“GC Entities” means, collectively, Greater China Industrial Investments LLC and GC Intermodal. 

“GC Intermodal” means Greater China Intermodal Investments LLC. 
 “Good Reason” means the occurrence of any of the following events without the written consent of the Executive: 

 

	 	(a)	any reduction in the Executive’s Salary under this Agreement; 

  

	 	(b)	any material breach by the Company of this Agreement; 

  

	 	(c)	the Executive being assigned duties and responsibilities materially inconsistent with those normally associated with his position or there being any material change in
the Executive’s title or reporting hereunder (including, for greater certainty and for so long as the Executive serves on the Board, with respect to the Executive’s position as Co-Chairman of the Board), provided that any change
contemplated in Section 2.2 will not be Good Reason; 

  

	 	(d)	the Company changes its purpose to include the conduct of business in addition to the Business (which shall exclude any investment by the Company in Greater China
Investments); 

  

	 	(e)	the occurrence of a winding up, dissolution or liquidation of the Company; 


 

	 	(f)	the Company assigns this Agreement in violation of Section 10.3; or 

  

	 	(g)	a Change of Control of the Company; 


provided that the Executive terminates his employment for Good Reason hereunder within one hundred twenty (120) days from the date that he
has actual notice of such reduction, change, material breach, transfer or event. 
 “Greater China Investments” means
(i) the GC Entities, (ii) each direct or indirect Subsidiary of the GC Entities, (iii) any other Person in which the GC Entities have made a direct or indirect Investment and (iv) the successor entities of (i), (ii) and
(iii). 

  
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 “Housing Allowance” has the meaning ascribed to such term in Section 4.8. 

“Indemnitor” has the meaning ascribed to such term in Section 9.1. 
 “Investment” means any equity or debt investment made or committed to be made by the GC Entities or any of their Subsidiaries, except that payment of any general, administrative or other
operating or formation expense of the GC Entities or any of their Subsidiaries (including through any investment in any such entity, to the extent so designated by the Transaction Committee) will not constitute an Investment. 

“Just Cause” means conduct of the Executive that constitutes just cause to terminate the Executive’s employment without any notice
or compensation in lieu of notice at common law, and represents the occurrence or existence of any of the following events: 
  

	 	(a)	the Executive’s gross negligence in performing the Services or the Executive’s willful, material failure to comply with any lawful directive of the Board,
provided that written notice stating the basis for the termination is provided to the Executive and the Executive is given at least thirty (30) days to cure the neglect or conduct that is the basis of such claim and, if the Executive fails to
cure such neglect or conduct (or such neglect or conduct is incurable), the Executive shall have an opportunity to be heard before the full Board (at which the Executive may be accompanied by counsel) and, after such hearing, there is a majority
vote of all members of the Board (excluding the Executive) to terminate the Executive’s employment for Just Cause which vote is communicated to the Executive in writing; 


 

	 	(b)	the Executive’s willful, material breach of this Agreement, provided that written notice stating the basis for the termination is provided to the Executive and the
Executive is given at least thirty (30) days to remedy the breach that is the basis of such claim and, if the Executive fails to remedy such breach (or such breach cannot be remedied), the Executive shall have an opportunity to be heard before
the full Board (at which the Executive may be accompanied by counsel) and, after such hearing, there is a majority vote of all members of the Board (excluding the Executive) to terminate the Executive’s employment for Just Cause which vote is
communicated to the Executive in writing; 

  

	 	(c)	the Executive having been convicted of, or having entered a guilty plea or settlement admitting guilt for, any crime, which commission, conviction, plea or settlement
results in a Material Adverse Effect except where the Executive has been convicted of (or pleads nolo contendere to) a crime relating to environmental or shipping laws absent an intentional criminal act by the Executive; or 


 

	 	(d)	the Executive having been the subject of any order, judicial or administrative, obtained or issued by a securities commission, for, any securities violation involving
fraud or other moral turpitude, which results in a Material Adverse Effect; 


  
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 provided that the Company terminates the Executive’s employment within one hundred twenty
(120) days from the date the Company has actual notice of such gross negligence, failure, breach, order or event. 
 “Material
Adverse Effect” means a material consequential negative effect on the financial conditions or operations of the Company, or a materially injurious and continuing effect on the reputation of the Company. 

“New Build” means a Vessel under construction or to be constructed pursuant to a ship building contract between the Company or a
controlled Affiliate thereof and a ship builder. 
 “Original Agreement” has the meaning ascribed thereto in the recitals to
this Agreement. 
 “New Build Contract” has the meaning ascribed to such term in Section 4.3(a). 

“Passive Investments” means any investment by a Person in any Entity pursuant to which (i) such Person does not have the right or
ability to (A) exercise control over such Entity, (B) appoint, elect or designate any director of any Entity (or other Person performing a similar function) in connection with such investment or (C) veto or block any material
transaction effected by any Entity in which such investment is made (other than veto or blocking rights held by all holders of any class or series of equity or debt securities of such Entity, provided, that such Person does not own or control a
majority of such class or series of equity or debt securities or hold a number of such securities sufficient to allow such Person to control any determination relating to any such veto or blocking right) and (ii) such Person in the aggregate,
directly or beneficially, owns less than 20% of the voting stock or other equity interests then outstanding (whether voting or nonvoting) of such Entity. For the avoidance of doubt, an investment with respect to which (a) a Person or its
Affiliate serves as a member of the Entity’s board of directors, board of managers or similar governing body (in each case, other than Permitted Service), or otherwise serves as a consultant or paid advisor to such Entity, or (b) a Person,
together with its Affiliates, owns 20% or more of the voting stock or other equity interests then outstanding (whether voting or nonvoting) of such Entity, is not a Passive Investment for purposes of this Agreement. 

“Performance Bonus” has the meaning ascribed to such term in Section 4.2. 
 “Performance Cash” has the meaning ascribed to such term in Section 4.2. 

“Performance Objectives” has the meaning ascribed to such term in Section 4.2. 

“Performance Shares” has the meaning ascribed to such term in Section 4.2. 

“Permitted Service” means service as a member of the board of directors, board of managers or similar governing bodies of, Entities
other than the Company and its Subsidiaries, (x) with respect to Entities whose business is outside the scope of the Business, and (y) with respect to Entities whose business is within the scope of the Business, subject to the prior
approval of a majority of the Board. 
 “Person” means any individual or Entity. 

  
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 “Purchase or Sale Contract” has the meaning ascribed to such term in Section 4.3(a).

 “Rejected Investment” means an acquisition by Washington or its Affiliates of Washington Identified Vessels in connection
with the exercise by Washington of its rights pursuant to Section 2(c) of the Right of First Refusal Agreement. 
 “Restrictive
Covenant Agreement” has the meaning ascribed to such term in Section 7.1. 
 “Restricted Period” has the meaning
ascribed to such term in Section 7.2. 
 “Right of First Refusal Agreement” means that certain Right of First Refusal
Agreement, dated as of March 14, 2011, by and among the Company, GC Intermodal and Washington. 
 “ROFR Period” means the
period beginning as of the date of this Agreement and ending on the earlier of (a) March 31, 2015 and (b) the date on which the Right of First Refusal Agreement is terminated pursuant to Section 5 thereof. 

“Salary” has the meaning ascribed to such term in Section 4.1. 
 “SC Trading Average” means, as of a given date, the volume-weighted, average trading price of Common Stock for the 20 trading days immediately preceding such date. 

“Services” means those services set out in Section 2.2. 
 “SARs” has the meaning ascribed to such term in Section 4.6. 
 “SARs
Agreement” has the meaning ascribed to such term in Section 4.6. 
 “Subsidiary” means, with respect to any
Person, any other Person more than fifty (50%) percent of the voting power of which is held, directly or indirectly, by such first Person and/or any of such first Person’s Subsidiaries, or over which such Person either directly or
indirectly exercises Control (including (i) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof
and (ii) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof). 

“Term” has the meaning ascribed to such term in Section 3.1. 
 “Termination Date” means the effective date of the Executive’s termination of employment hereunder in accordance with Section 5. 

“Transaction” means a transaction effected pursuant to a New Build Contract or a Purchase or Sale Contract. 

“Transaction Committee” means, as applicable, the Transaction Committee of the Board of Managers of Greater China Industrial Investments
LLC or GC Intermodal. 
 “Transaction Fee” has the meaning ascribed to such term in Section 4.3(a). 

  
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 “Transaction Fee Payment Date” has the meaning ascribed to such term in
Section 4.3(b). 
 “Transaction Fee Shares” has the meaning ascribed to such term in 4.3(b). 

“Transaction Services” means the following services: 
 (a) identifying, negotiating and securing opportunities for the Company or its controlled Affiliates to acquire or to construct vessels, and negotiating and carrying out the purchase of both new and used
vessels; 
 (b) identifying, negotiating and securing potential divestitures or dispositions of any of the Vessel Assets;

 (c) negotiating New Build Contracts and related specifications and documentation; and 

(d) negotiating Vessel purchase and sale agreements and related documentation. 
 “Transaction Services Agreement” means the Amended and Restated Transaction Services Agreement, dated as of the date hereof, between the Company and the Executive. 

“Vacation” means the Executive’s entitlement to paid vacation during the Employment Period set out in Section 4.4(c).

 “Vessel Assets” means the Vessels and any assets that are customarily owned or operated in conjunction with the Vessels, in
each case. 
 “Vessel Purchase Contract” has the meaning provided in the Right of First Refusal Agreement. 

“Vessels” means the Container Vessels owned or leased by the Company or any of its controlled Affiliates from time to time and
“Vessel” means any one of them. 
 “Washington” means Blue Water Commerce, LLC, a limited liability company
formed under the laws of Montana. 
 “Washington Identified Vessels” has the meaning ascribed to such term in the Right of
First Refusal Agreement. 
  

	2.	POSITION AND SERVICES 

  

	2.1	Employment by the Company 

 The Company
will continue to employ the Executive, and the Executive will serve the Company during the Employment Period, on the terms and conditions set out herein. 

  
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	2.2	Appointment as CEO of the Company 


Subject to Section 2.5, during the Employment Period the Executive will hold the position of CEO of the Company and will have the powers and
authorities customarily associated with such office, will perform the duties and responsibilities normally or usually associated with the position of CEO of the Company and will perform such other duties as may from time to time reasonably be
delegated to the Executive by the Board (the “Services”) consistent with Section 2.4; provided, however, that the Board may appoint a President and/or Chief Operating Officer and delegate to such officers such
duties and responsibilities as the Board determines. The Executive will perform the Services competently, efficiently and with due care and, except as provided in Sections 2.3 and 2.4 but subject to applicable fiduciary duties as an officer of
the Company, the Executive will act in the best interest of the Company. 
  

	2.3	Acknowledgement of Other Services 

 The
Company hereby acknowledges that the Executive may also serve in one or more of the following positions: director, manager, officer or employee of, or advisor or consultant to, Greater China Investments and/or Tiger Management Limited. The Company
acknowledges that the Executive may invest and own or hold equity interests in Greater China Investments and/or Tiger Management Limited and its Subsidiaries, and that such interests may be significant. The Company also acknowledges that (a) GC
Intermodal and its Subsidiaries plan to engage in activities competitive with the activities of the Company and its Subsidiaries, including the Business and the investment in, and ownership and operation of, Container Vessels and (b) Tiger
Management Limited and certain of its Subsidiaries intend to provide certain services to Greater China Investments in connection with the activities of Greater China Investments. Such activities shall not constitute a breach of this Agreement.

  

	2.4	Devotion of Time 

 The Executive will
devote such portion of his normal business time and attention to the Services as is reasonably necessary for the conduct thereof. The Company acknowledges that the amount of time the Executive will allocate among the respective businesses of the
Company and Greater China Investments will vary from time to time depending on various circumstances and needs of such businesses. 
  

	2.5	Location of Offices 

 The Company
maintains offices at a location in Hong Kong. During the Employment Period, the Executive shall be based in either Hong Kong or in such other jurisdiction as the Company and the Executive may mutually agree. 

 

	2.6	Resignation of Director Status 

 If at any
time upon or following (a) the expiration or termination of the ROFR Period or (b) delivery of a notice under Section 5.1(a)(i) or 5.2(a)(ii) of this Agreement, the Board requests that the Executive tender his resignation as a
director of the Company, the Executive shall tender his resignation with immediate effect. 

  
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	3.	TERM 

  

	3.1	Term 

 The term of the Executive’s
employment pursuant to this Agreement shall be the period from the Effective Date through the end of the ROFR Period (the “Term”). 
  

	3.2	Termination During Term 

 Notwithstanding
any other provision contained in this Agreement, the employment of the Executive under this Agreement may be terminated in accordance with Section 5 at any time. 
  

	4.	COMPENSATION AND BENEFITS 

  

	4.1	Salary 

 During the Employment Period, the
Company will pay to the Executive an annual salary of US$1.25 million (the “Salary”), less appropriate deductions and withholdings, payable on not less than a monthly basis, in accordance with the Company’s customary payroll
practices for executive salaries. The Board (or an appropriate committee thereof) will review the Salary from time to time during the Employment Period and may, in its sole discretion, increase the Salary. The Salary, as increased, may not be
reduced without the written consent of the Executive. 
  

	4.2	Performance Bonus. 

  

	 	(a)	Each year during the Term the Executive shall be entitled to receive an annual performance bonus (the “Performance Bonus”) with a target amount of
US$1.2 million based upon the attainment of performance objectives (the “Performance Objectives”) for such year to be mutually agreed upon by the Executive and the Company in good faith (i) by March 31, 2013 and 2014
with respect to the years ending December 31, 2013 and 2014, respectively, and (iii) by December 31, 2014 with respect to the quarter ending March 31, 2015. The parties acknowledge that the Performance Objectives for the year
ending December 31, 2012 have already been mutually agreed to and will serve as the basis for the Executive’s Performance Bonus for the entire year then ending. The Board (or an applicable committee thereof) shall determine attainment of
the Performance Objectives and the amount of the payment Executive shall receive with respect to the Performance Bonus for a given year (or portion thereof) in its sole discretion. The amount of the Performance Bonus for the quarter ending
March 31, 2015 shall be pro rated to a target amount of US$300,000. 

  

	 	(b)	 Fifty percent (50%) of any Performance Bonus shall be paid in cash (the “Performance Cash”) and the remaining fifty percent
(50%) shall be paid in fully vested shares of Common Stock (the “Performance Shares”), with the number of shares based upon the SC Trading Average as of December 31st of the applicable year (or as of March 31, 2015, with respect to the quarter then ending). The Performance Cash
will be paid in a lump sum, and the Performance Shares shall 



  
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be issued and delivered promptly following determination of the amount of the Performance Bonus by the Board (or an applicable committee thereof) but in no event later than March 31st of the year following the year it was earned (or June 30, 2015,
with respect to the quarter ending March 31, 2015). 

  

	 	(c)	 Subject to Section 5, the Executive must remain continuously employed by the Company and its Affiliates on December 31st of each applicable performance year to receive a Performance Bonus;
provided, however, that such employment must continue through March 31, 2015 with respect to the Performance Bonus relating to the quarter then ending. 



 

	4.3	Transaction Fees 

  

	 	(a)	 In the event that during the Term the Company (or one of its controlled Affiliates) enters into any definitive, legally-binding agreement providing for
(i) New Build construction (a “New Build Contract”) or (ii) the purchase, acquisition or sale of any Vessel ((x) including, in the case of a sale transaction, whether such transaction is effected as an acquisition or
disposition of such assets directly or of the equity of an entity owning such assets or otherwise but (y) in all cases excluding any transactions that are not recorded as an acquisition, sale or disposition, as the case may be, of assets on the
Company’s consolidated audited financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”)) (a “Purchase or Sale Contract”), the Executive shall be entitled
to a fee (a “Transaction Fee”) in the amount of one and a quarter (1.25%) percent of the aggregate consideration payable by or to the Company (or the controlled Affiliate) pursuant to such New Build Contract or Purchase or Sale
Contract, as applicable. Notwithstanding clause (y) above, if either party believes in good faith that GAAP treatment of the applicable transaction would be inconsistent with the intent of this Section 4.3, the other party will discuss the
applicability of the Transaction Fee to such transaction with such party in good faith. For the avoidance of doubt, the aggregate consideration payable pursuant to any Purchase or Sale Contract for purposes of calculating the Transaction Fee
hereunder shall include the aggregate amount of debt assumed by the buyer in connection with such transaction. The Executive agrees that he will not accept any payment to or on behalf of the Executive by the applicable ship builder or Vessel
purchaser or seller, as applicable, with respect to any transaction. Notwithstanding any provision of this Agreement to the contrary: (1) the Transaction Fee is not and shall not be regarded for any purpose as salary, wages, benefits nor
employment remuneration on any account, but shall be regarded as wholly separate and apart therefrom and solely as business income to the Executive; and (2) the Transaction Services are not and shall not be regarded as being rendered by the
Executive as an employee of the Company, nor in his capacity as an officer of the Company, nor by virtue of his office at the Company, but as business services independently rendered to the Company by the Executive. The Company will make the
appropriate withholdings and deductions on the basis the Transaction Fees constitute business income (and not salary, wages, benefits or employment remuneration) to the Executive. Notwithstanding




  
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anything to the contrary (including, without limitation, Article 9 of this Agreement), the Executive agrees to be fully responsible for and to pay when due and shall indemnify, defend and
hold harmless the Company (and its agents, employees, officers, and directors) from and against, any and all domestic and foreign federal, state, provincial and local taxes, withholdings or contributions, including interest and penalties thereon and
additions thereto, and for costs and expenses (including attorney’s fees), with respect to the Company making its withholdings and deductions on this basis on any and all Transaction Fees payable. The Transaction Fees shall be paid pursuant to
this Section 4.3 regardless of whether the Transaction was proposed or recommended by the Executive, an Affiliate or any third party. 

  

	 	(b)	Subject to Section 5, the Transaction Fee shall be payable by the Company (i) with respect to a New Build Contract, incrementally and concurrently with each
installments payment made by the Company (or the controlled Affiliate) under such New Build Contract and (ii) with respect to a Purchase or Sale Contract, on the applicable closing date of the Vessel purchase or sale thereunder (each a
“Transaction Fee Payment Date”). The Transaction Fees shall be paid in either (i) cash or (ii) a combination of cash and up to fifty (50%) percent shares of Common Stock (“Transaction Fee Shares”) as
determined by the Company in its sole discretion. The number of Transaction Fee Shares to be granted shall be based upon the SC Trading Average as of the applicable Transaction Fee Payment Date. The Transaction Fee Shares shall be fully vested on
the date of grant. 

  

	 	(c)	Subject to Section 5, the Executive must be employed by the Company or an Affiliate on the date on which the New Build Contract or Purchase or Sale Contract is
entered into (the “Execution Date”) but need not be so employed on the Transaction Fee Payment Date to receive payment of the Transaction Fees in accordance with this Section 4.3. 


 

	 	(d)	In no event shall any Transaction Fee be payable in connection with the transactions resulting in a Change of Control. Following a Change of Control, the Executive
shall continue to receive Transaction Fees (with respect to Transactions occurring prior to and following the Change of Control) in accordance with this Section 4.3. 


 

	 	(e)	Notwithstanding anything to the contrary, the amount of the Transaction Fee payable in connection with a Transaction shall be reduced (but not below zero) by the amount
of any similar fee paid by the Company in connection with such Transaction to an investment banking firm of nationally-recognized standing in North America, Asia or Europe, which firm is retained with the approval of the Board, including in such
approval a majority of the independent members of the Board. 

  

	 	(f)	 Notwithstanding anything to the contrary, the Executive shall not enter into any New Build Contract or Purchase or Sale Contract without the prior
approval of the Board (or an applicable committee thereof), and the Company and its 



  
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Subsidiaries shall be under no obligation to accept any opportunity to enter into a New Build Contract or Purchase or Sale Contract (or to undertake any related transaction) presented to the
Company or one of its Subsidiaries by the Executive or otherwise. 

  

	4.4	Benefits 

 During the Employment Period:

  

	 	(a)	the Company will provide parking, at no cost to the Executive, within reasonable proximity to the Company’s primary office location and the Executive will be
responsible for any tax obligations arising from such parking; 

  

	 	(b)	the Company will make available to the Executive the Benefits, provided the Executive meets the eligibility requirements and other terms, conditions and restrictions of
the Benefits; and 

  

	 	(c)	the Executive will be entitled to 5 weeks paid vacation, including any statutory annual leave, during each calendar year (the “Vacation”).


  

	4.5	Expenses 

  

	 	(a)	The Company will reimburse the Executive for all reasonable business and entertainment expenses incurred by the Executive in connection with the performance of the
Executive’s duties hereunder. The Executive will account for such expenses in accordance with the Company’s regular reimbursement procedures and practices in effect from time to time. 


 

	 	(b)	The Company will promptly reimburse the Executive for all of the Executive’s reasonable legal fees and expenses incurred in connection with the negotiation and
documentation of this Agreement. 

  

	4.6	Stock Appreciation Rights 

 In connection
with the execution and delivery of this Agreement, the Company shall grant to Executive an award of stock appreciation rights in respect of shares of the Company’s Common Stock (the “SARs”) pursuant to the Stock Appreciation
Right Grant Notice and Agreement set forth as Exhibit A to this Agreement (the “SARs Agreement”). 
  

	4.7	Registration of Shares 

 Promptly
following their grant to Executive, the Company shall register the SARs under a Form S-8 registration statement filed with the U.S. Securities and Exchange Commission. 

  
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	4.8	Housing Allowance 

 The Company will pay
to the Executive an annual amount of US$250,000 (the “Housing Allowance”) to compensate, offset or otherwise subsidize the cost of housing and accommodation for the Executive and the Executive’s family. The annual Housing
Allowance shall be paid in twelve (12) installments, on a monthly basis, and shall be prorated for any partial calendar year. 
  

	4.9	No Other Compensation 

 The Executive is
not entitled to any other compensation in respect of the Services other than the compensation set out in Section 4. 
  

	4.10	Withholding 

 All payments and awards to
the Executive pursuant to this Agreement shall be subject to appropriate deductions and withholdings for tax purposes. 
  

	5.	TERMINATION 

  

	5.1	Termination by the Company 

  

	 	(a)	The Company, in its sole discretion and at any time, may terminate the employment of the Executive: 


 

	 	(i)	immediately upon giving written notice for Just Cause; or 

  

	 	(ii)	without Just Cause subject to providing the Executive with at least three months’ advance written notice of the Termination Date; 


in which case the Executive will be entitled to Salary, Housing Allowance, Benefits and an amount equal to the Salary in lieu of
outstanding Vacation entitlement payable up to the Termination Date, payable on or as soon as practicable following the Termination Date. 
  

	 	(b)	If the Company terminates the Executive’s employment pursuant to paragraph 5.1(a)(ii) above, (i) the Executive will be entitled to the continued payment
in the ordinary course of Transaction Fees for any Transactions for which the Execution Date was prior to the Termination Date in accordance with Section 4.3, (ii) the Executive will receive a prorated Performance Bonus based upon the
actual number of days he worked during the applicable period determined as if all Performance Objectives for such year were attained in full and (iii) the SARs will be governed by the terms and conditions of the SARs Agreement. The Performance
Bonus shall be paid within fifteen (15) days following the Termination Date. 

  

	 	(c)	 If the Company terminates the Executive’s employment pursuant to paragraph 5.1(a)(i) above, the Executive shall forfeit (i) twenty-five
(25%)



  
 14 










	 	
percent of any unpaid Transaction Fees pursuant to Section 4.3 relating to payments made after the Termination Date but with respect to Transactions for which the Execution Date was prior to
the Termination Date and (ii) all then unvested SARs. 

  

	 	(d)	During the notice period under paragraph 5.1(a)(ii) above, the Executive shall, unless otherwise requested by the Company, continue to provide Services consistent with
Section 2 as directed by the Board. In the event a successor is appointed as CEO of the Company during the notice period, the notice period shall end automatically (the Termination Date shall thereby be deemed to occur) and the Executive’s
obligation to provide Services hereunder shall terminate. 

  

	5.2	Termination by Executive 

  

	 	(a)	The Executive may resign from employment with the Company: 

  

	 	(i)	at any time with immediate effect for Good Reason; or 

  

	 	(ii)	at any time without Good Reason by providing to the Company at least three months’ advance written notice of resignation; 


in which case the Executive will be entitled to Salary, Housing Allowance, Benefits and an amount equal to the Salary in lieu of
outstanding Vacation entitlement payable up to the Termination Date, payable on or as soon as practicable following the Termination Date. 
  

	 	(b)	If the Executive terminates his employment pursuant to paragraph 5.2(a)(i) above, (i) the Executive will be entitled to the continued payment in the ordinary
course of Transaction Fees for any Transactions for which the Execution Date was prior to the Termination Date in accordance with Section 4.3, (ii) the Executive will receive a prorated Performance Bonus based upon the actual number of
days he worked during the applicable period determined as if all Performance Objectives for such year were attained in full and (iii) the SARs will be governed by the terms and conditions of the SARs Agreement. The Performance Bonus shall be
paid within fifteen (15) days following the Termination Date. 

  

	 	(c)	If the Executive terminates his employment pursuant to paragraph 5.2(a)(ii) above, the Executive shall forfeit (i) twenty-five (25%) percent of any unpaid
Transaction Fees pursuant to Section 4.3 relating to payments made after the Termination Date but with respect to Transactions for which the Execution Date was prior to the Termination Date and (ii) all then unvested SARs.


  

	 	(d)	During the notice period under paragraph 5.2(a)(ii) above, the Executive shall, unless otherwise requested by the Company, continue to provide Services consistent with
Section 2 as directed by the Board. In the event a successor is appointed as CEO of the Company during the notice period, the notice period shall end automatically (and the Termination Date shall thereby be deemed to occur) and the
Executive’s obligation to provide Services hereunder shall terminate. 


  
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	5.3	Death and Disability 

  

	 	(a)	Death. If the Executive dies during the Employment Period, the employment of the Executive will terminate as of the date of death and the Company will pay
forthwith to the estate of the Executive the Salary and Benefits through the date of death and an amount equal to the Salary in lieu of outstanding Vacation entitlement payable up to the Termination Date, payable on or as soon as practicable
following the Termination Date. In addition the Executive’s estate will continue to receive the Transaction Fees in accordance with Section 4.3 with respect to any Transactions for which the Execution Date was prior to the Executive’s
death. The SARs will be governed by the terms and conditions of the SARs Agreement. 

  

	 	(b)	Disability. If the Company terminates the Executive’s employment by reason of Disability, (i) the Executive will be entitled to Salary, Benefits and an
amount equal to the Salary in lieu of outstanding Vacation entitlement payable up to the Termination Date and (ii) the Company will pay the Executive continued Salary payments for one (1) year from the Termination Date (the
“Disability Term”) without setoff, deduction (other than applicable deductions and withholding for taxes) or any other reduction or claim whatsoever. The Executive will also continue to participate in the Benefits during the
Disability Term, subject to the terms and conditions of the Benefits plans without setoff, deduction (other than applicable deductions and withholding for taxes), or any other reduction or claim whatsoever. In addition the Executive will continue to
receive the Transaction Fees in accordance with Section 4.3 with respect to any Transactions for which the Execution Date was prior to the Termination Date. The SARs will continue to be governed by the terms and conditions of the SARs
Agreement. 

  

	5.4	Termination of Obligations 

 In the event
of termination of the employment of the Executive by the Company, by the Executive, by expiration of the Term or otherwise, all obligations of the Company to the Executive pursuant to this Agreement (other than the obligation to indemnify the
Executive under Section 9) will terminate except as specifically set forth in this Section 5 and the Company will have no further obligation or liability for any claim, action or demand, whether at common law or under any legislation from
time to time applicable and in force or otherwise for damages or loss sustained by the Executive arising out of the employment of the Executive by the Company or the termination or cessation of that employment (collectively,
“Claims”). Immediately following payment of the Performance Bonus and other amounts pursuant to this Section 5, the Executive shall execute and deliver to the Company a valid and binding release (in form and substance
reasonably satisfactory to the Company) of any and all Claims that the Executive then has or may have against the Company, its Affiliates and representatives, other than the Executive’s rights under this Agreement. The release shall not apply
to the Executive’s rights under the Transaction Services Agreement or the SARs Agreement. 

  
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	6.	CONFLICTS OF INTEREST, CONFIDENTIALITY, AND DEFENSE OF CLAIMS 

  

	6.1	Conflicts of Interest 

 During the
Employment Period the Executive will promptly disclose to the Board any conflict of interest involving the Executive, upon the Executive becoming aware of such conflict, it being understood and agreed that the Executive’s activities on behalf
of or in connection with Tiger Management Limited and its Subsidiaries and Greater China Investments shall be deemed not to constitute a conflict of interest for this purpose. The Company agrees that Executive shall have no obligation to disclose to
the Company or its Affiliates any confidential information of Greater China Investments or of Tiger Management Limited and its Subsidiaries. 
  

	6.2	Confidentiality 

 The Executive
acknowledges that in the course of carrying out, performing and fulfilling the Executive’s obligations to the Company, the Executive will have access to and be entrusted with Confidential Information of the Company, and that the disclosure of
such information (to competitors, suppliers or clients of the Company, to the general public or otherwise) would be detrimental to the best interests of the Company. All Confidential Information and every portion thereof, constitutes the valuable
property of the Company, its customers, or third parties. The Executive further acknowledges the importance of maintaining the security and confidentiality of the Confidential Information. Upon termination of the Employment Period and upon the
Company’s request from time to time thereafter, the Executive will return any Confidential Information then in his possession to the Company except that the Executive shall be entitled to retain: 

 

	 	(a)	papers and other materials of a personal nature, including but not limited to, photographs, correspondence, personal diaries, calendars and Rolodexes, personal files
and phone books, 

  

	 	(b)	information showing the Executive’s compensation or relating to reimbursement of expenses, 


 

	 	(c)	information that the Executive reasonably believes may be needed for tax purposes, 


 

	 	(d)	copies of plans or programs relating to the Executive’s employment, or termination thereof, with the Company, and 


 

	 	(e)	minutes, presentation materials and personal notes from any meeting of the Board, or any committee thereof, while the Executive was a member of the Board (provided the
Executive keeps such Board materials and personal notes relating to the Board or committee meetings confidential in accordance with this Section 6). 

 If the Executive retains any of the documents upon the termination of the Employment Period (or upon any subsequent request by the Company as set forth above) set out in (a) to (e) above, the
Executive will provide a copy of such document to the Company. 

  
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	6.3	Confidential Information 

  

	 	(a)	For the purpose of this Agreement “Confidential Information” means confidential information or data about the Company and its business, affairs and
operations, including, without limitation, (i) trade secrets, know-how, processes, drawings, formulas, standards, product specifications, marketing plans and techniques, strategic plans, cost figures, assets, all client or customer information
(including without limitation their names, preferences, financial information, physical and e-mail addresses and contact numbers), all systems hardware and software applications, all software/systems source and object codes, data, documentation,
program files, flow charts, financial and operational information, and all operational procedures of the Company and (ii) the proceedings and deliberations of the Company’s Board and its committees; provided, however, that
information that the Executive transmits to Greater China Investments pursuant to the Right of First Refusal Agreement and that relates to Container Investment Opportunities or Container Vessel Business Acquisitions (and not to the Company, the
Company’s ability to exercise its rights under the Right of First Refusal Agreement with respect to such Container Investment Opportunities or Container Vessel Business Acquisitions, or the Board’s proceedings or deliberations with respect
to such Container Investment Opportunities or Container Vessel Business Acquisitions) shall not be deemed Confidential Information. 

  

	 	(b)	All Confidential Information provided to the Executive is subject to this Agreement whether provided directly to the Executive or not and whether inadvertently
disclosed to the Executive or not. 

  

	 	(c)	Despite Section 6.3(a), Confidential Information does not include information which the Executive can prove is information which is in the public domain at the
date of disclosure to the Executive, or which thereafter enters the public domain, in each case through no fault of the Executive provided that any combination of information that is Confidential Information will not be included within the exception
merely because individual parts of the information were within the public domain unless the combination itself was in the public domain. 

  

	6.4	Restriction 

  

	 	(a)	Except as may be expressly required in the course of carrying out the Executive’s duties and obligations under this Agreement, the Executive will (i) keep the
Confidential Information and all documentation and information relating thereto strictly confidential, and (ii) not disclose any Confidential Information to any Person or use or exploit, directly or indirectly, any Confidential Information
(x) for any purpose other than the proper purposes of the Company or (y) in any manner detrimental to the Company, in each case, either during the Employment Period, or at any time thereafter. 


  
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	 	(b)	Despite Section 6.4(a), if the Executive is requested or required by any law, regulation or rule, or any legal, regulatory or administrative process to disclose
any Confidential Information, the Executive shall promptly, if legally permitted, notify the Company in writing of such request or requirement so that the Company may seek an appropriate protective order or other relief. The Executive will not
oppose any effort by the Company to resist or narrow such request or to seek a protective order or other appropriate remedy. In any case, the Executive will: 


 

	 	(i)	disclose only that portion of the Confidential Information that, according to the advice of his counsel, he is legally compelled or otherwise required to disclose;


  

	 	(ii)	use his reasonable efforts (at the expense of the Company) to obtain assurances that such Confidential Information will be treated confidentially; and


  

	 	(iii)	if legally permitted, notify the Company in writing as soon as reasonably practicable of the Confidential Information so disclosed. 


 

	6.5	Defense of Claims 

 The Executive will,
during the Employment Period and for a period of twenty four (24) months after the Termination Date, upon request from the Company, cooperate with the Company and its Affiliates in the defense of any claims or actions that may be made by or
against the Company or any of its Affiliates that relate to the Services, except if the Executive’s reasonable interests are adverse to the Company or its Affiliates in such claim or action. The Company will pay the Executive reasonable
compensation for his time expended at a rate per diem therefore no less than the Salary per diem to meet his obligations hereunder and pay or reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses
incurred or to be reasonably incurred, to comply with the Executive’s obligations under this Section, against appropriate documentation of such expenses. 
  

	7.	RESTRICTIVE COVENANTS 

  

	7.1	Restrictive Covenant Agreement 

 The
parties acknowledge that as of March 14, 2011, that certain Restrictive Covenant Agreement, effective as of August 8, 2005, among Seaspan Ship Management Ltd., the Company and the Executive (the “Restrictive Covenant
Agreement”) terminated and that the Executive and the Company had no further rights or obligations thereunder. 
  

	7.2	Restrictive Covenants 

  

	 	(a)	 Subject to Section 7.2(b), during the Employment Period and (i) in the case of a termination of the Executive’s employment for Just
Cause, for a period of three months following the Termination Date, and (ii) in the case of a termination of the Executive’s employment without Just Cause or a resignation by the Executive




  
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without Good Reason, for the period, if any, from the Termination Date to the date three months following the delivery of written notice of termination or resignation, as the case may be (such
period being the “Restricted Period”), the Executive shall be prohibited from, directly or indirectly, engaging in the Business and from acquiring or investing in any business involved in the Business. 


 

	 	(b)	Notwithstanding anything set forth in Section 7.2(a), during the Restricted Period the Executive may directly or indirectly through an Affiliate:


  

	 	(i)	make or hold any Passive Investments; 

  

	 	(ii)	invest in an entity that derives less than 10% of its revenue from the Business; 


 

	 	(iii)	invest in and provide services (as a director, manager, officer or employee of, or advisor or consultant) to Greater China Investments and, to the extent Executive has
historically provided such services thereto, to Tiger Management Limited and its Subsidiaries; 

  

	 	(iv)	invest in a Declined Investment Opportunity and provide services to any Entity formed in connection with a Declined Investment Opportunity; 


 

	 	(v)	provide Permitted Services; and 

  

	 	(vi)	provide services to Washington and its Affiliates in connection with a Rejected Investment. 


 

	8.	CORPORATE OPPORTUNITIES. 

 The Company
acknowledges that during the Employment Period the Executive and certain of his Affiliates will be providing services to and engaging in activities involving Greater China Investments and Tiger Management Limited and its Subsidiaries as described in
Section 2.3 and subject to Section 7.2. The Executive agrees that he will fulfill his fiduciary duties to the Company with respect to any potential investment and business opportunities. The Company agrees and acknowledges that,
(a) for any Container Investment Opportunity or Container Vessel Business Acquisition (as defined in the Right of First Refusal Agreement) under the Right of First Refusal Agreement and (b) subject to compliance by GC Intermodal with the
terms of the Right of First Refusal Agreement, if (i) the Company rejects all or any portion of such Container Investment Opportunity, (ii) the Company does not exercise its right to purchase any Vessel (as defined in the Right of First
Refusal Agreement) or Container Vessel Business included in such Container Investment Opportunity or Container Vessel Business Acquisition in accordance with the terms of the Right of First Refusal Agreement, (iii) the Company exercises such
right but fails to purchase such Vessel or Container Vessel Business in accordance with the terms of the applicable Vessel Purchase Contract (or, if applicable, Revised Negotiated Vessel Purchase Contract (as defined in the Right of First Refusal
Agreement) or (iv) the Company does not have the right to purchase or effect, or exercise its right of first refusal under the Right of First Refusal Agreement with respect to, any Vessel subject to such Container Investment Opportunity or such


  
 20 









 
Container Vessel Business Acquisition under the Right of First Refusal Agreement, the Company shall be deemed to have renounced any interest or expectancy in the purchase or acquisition of, such
Container Investment Opportunity or Container Vessel Business or applicable portion thereof. The Company further agrees and acknowledges that, in connection with any sale or disposition of any Container Vessel by GC Intermodal or any of its
Subsidiaries, subject to compliance by GC Intermodal with the applicable terms of the Right of First Refusal Agreement, the Company shall be deemed to have renounced any interest or expectancy in such sale or disposition of such Container Vessel.

  

	9.	INDEMNIFICATION AND INSURANCE 

  

	9.1	Indemnity 

 The Company will indemnify,
defend and hold harmless the Executive to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint or several, expenses of any nature (including reasonable legal fees and
disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive may be involved, or threatened to be
involved as a party or otherwise, relating to the performance or non-performance of any act concerning the activities of the Company if the Executive acted in good faith and the Executive’s conduct did not constitute gross negligence, willful
misconduct or knowing violation of law in any material respect. Expenses (including reasonable legal fees and disbursements) incurred by the Executive in defending a proceeding will be secured, advanced or paid by the Company or necessary retainers
will be funded in advance as required (in such capacity, the “Indemnitor”) in advance of the final disposition and throughout the currency of such proceeding, as incurred, including any appeal therefrom, upon receipt of an
undertaking satisfactory to the Indemnitor by or on behalf of the Executive to repay such amount in the event of a final determination that the Executive is not entitled to be indemnified by the Indemnitor. Any indemnification provided hereunder
will be satisfied solely out of the assets of the Indemnitor as an expense of the Indemnitor. 
  

	9.2	Directors’ and Officers’ Liability Insurance 

 The Company shall purchase and maintain insurance that the Company reasonably determines to be adequate in respect of liabilities of the types described in Section 9.1, which insurance will cover the
Executive in his capacity as a director and officer of the Company. 
  

	10.	GENERAL PROVISIONS 

  

	10.1	Enforceability and Severability 

 It is
the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended to delete therefrom the portion thus adjudicated as invalid or unenforceable, such deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such adjudication is made. 

  
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	10.2	Remedies 

 In the event of a breach or
threatened breach by the Executive of the provisions of Section 6 or 7, the Company will be entitled to an injunction restraining the Executive from such breach. Nothing contained herein will be construed as prohibiting the Company from
pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement nor limiting the amount of damages recoverable in the event of a breach or threatened breach by the Executive of the provisions of
Section 6 or 7. Without limiting the generality of the foregoing, the Executive acknowledges that, in the event of a breach or threatened breach by him of any of the provisions of Section 6 or 7, the damages of the Company may exceed the
amount paid to the Executive pursuant to this Agreement. 
  

	10.3	Assignment and Benefit 

 Except for the
Transaction Fee rights, which the Executive may assign, transfer or delegate, the Executive will not otherwise assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. This Agreement
will inure to the benefit of and be enforceable by the Executive’s successors and legal representatives and the Company and its successors and permitted assigns. The Company may not assign this Agreement or any of its rights or obligations
under this Agreement without the written consent of the Executive (which shall not be unreasonably withheld or delayed); provided, however, that in connection with a Change of Control, the Company may assign this Agreement to the
successor Entity in the Change of Control transaction. Upon the reasonable request of the Executive in order for him to obtain more favorable tax or regulatory treatment and subject to such assignment not increasing the cost of the Company’s
performance hereunder or otherwise, the Company shall assign its rights and obligations under this Agreement to a controlled Affiliate of the Company designated by the Executive. 

 

	10.4	Entire Agreement 

 This Agreement and the
Transaction Services Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether oral or written and whether express or implied, between
the Executive and the Company and any of its Affiliates with respect to the subject matter hereof, including, without limitation, the Restrictive Covenant Agreement, the Original Agreement, and the Amended and Restated Executive Employment Agreement
dated as of January 1, 2011 between the Executive and Seaspan Ship Management Ltd. The Executive acknowledges and agrees that any prior agreements (other than the Transaction Services Agreement) or representations, whether oral or written and
whether express or implied, between the Executive and the Company or any of its Affiliates, are hereby terminated and the Executive has no rights or entitlements under or arising from any such prior agreements or representations against the Company.


  
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	10.5	Notices 

 All notices, requests and other
communications to any party hereunder will be in writing and sufficient if delivered personally or by commercial delivery service or sent by fax (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt
requested, addressed as follows: 
 If to the Company, at: 

Unit 2 – 7th Floor, Bupa Centre 
 141 Connaught Road West 
 Hong Kong 

Fax: (604) 638 2595 
 Attention: Corporate Secretary 
 With a copy to: 

Perkins Coie LLP 
 1120 NW Couch Street, 10th Floor 
 Portland, OR 97209-4128 

Fax: (503) 727-2222 
 Attention: David Matheson 
 If to the Executive, at: 

Gerry Wang 

With a copy to: 

Shearman & Sterling LLP 
 599 Lexington Avenue 
 New York, NY 10022 

Fax: (646) 848-8150 
 Attention: John J. Cannon 
 or to such other address as the party to whom notice is to be given
may have furnished to the other party in writing in accordance herewith. Each such notice, request or communication will be deemed to have been given when received or, if given by mail, when delivered at the address specified in this Section or on
the fifth business day following the date on which such communication is posted, whichever occurs first. 
  

	10.6	Amendments and Waivers 

 No modification,
amendment or waiver of any provision of, or consent required by, this Agreement, nor any consent to any departure herefrom, will be effective unless it is in writing and signed by the parties hereto. Such modification, amendment, waiver or consent
will be effective only in the specific instance and for the purpose for which given. 

  
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	10.7	Headings 

 Descriptive headings are for
convenience only and will not control or affect the meaning or construction of any provision of this Agreement. 
  

	10.8	Counterparts 

 This Agreement may be
executed in counterparts, and each such counterpart hereof will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement. 

 

	10.9	United States Dollars 

 All dollar amounts
referred to herein will be in lawful currency of the United States. 
  

	10.10	Governing Law 

 This Agreement and its
application and interpretation will be governed exclusively by the laws of Hong Kong. 
  

	10.11	Attornment 

  

	 	(a)	The Executive and the Company each irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Tribunals and Courts of
Hong Kong, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating
thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim in respect of any such action or proceeding shall be heard and determined in Hong Kong, (iii) waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to venue of any such action or proceeding in Hong Kong, (iv) waives the defense of an inconvenient forum to the maintenance of such action or proceeding in Hong Kong and
(v) agrees that it will not bring any action relating to this Agreement of the transactions contemplated hereby in any court other than the aforesaid courts. The Executive and the Company each agrees that a final judgment in any such action or
proceeding, as to which available appeals have been exhausted or no appeals have been filed within the time set by law, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The
Executive and the Company each irrevocably consents to service of process in the manner provided for giving notices in Section 10.5. Nothing in this Agreement will affect the right of the Executive or the Company to serve process in any other
manner permitted by law. 

  

	 	(b)	TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION OF SERVICES CONTEMPLATED HEREBY. 


  
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	10.12	Independent Legal Advice 

 The Executive
hereby acknowledges that the Executive has had the opportunity to obtain independent legal advice regarding this Agreement. 
  

	10.13	Survival 

 Wherever appropriate to the
intentions of the parties to this Agreement, the respective rights and obligations of the parties, including but not limited to Sections 5, 6, 7, 8, 9 and 10 and the Executive’s obligations under Sections 2.6 and 4.3(a), will survive the
Termination Date and will continue in full force and effect. 
  

	10.14	Collection and Use of Personal Information 


The Executive acknowledges that the Company will collect, use and disclose health and other personal information for employment and business related
purposes. The Executive consents to the Company collecting, using and disclosing health and other personal information of the Executive for employment and business related purposes in accordance with the privacy policy of the Company. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth
above. 
  

							
	SEASPAN CORPORATION	 		 	
				
	By:	 	 /s/ Mark Chu
	 		 	 /s/ Gerry Wang

	Name:	 	Mark Chu	 		 	GERRY WANG
	Title:	 	General Counsel and Director, Corporate Finance	 		 	

 [Signature Page to Amended and Restated Employment Agreement] 

  
 26 









 Exhibit A 
 Form of Stock Appreciation Right Grant Notice and Agreement 

  
 27