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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 45KB total |
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Price: |
$38 |
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ID: |
#1099726 |
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THIS AGREEMENT (the "Agreement") is made and entered into as of the
22nd day of September, 1999, by and between MOBILE MINI, INC., a Delaware
corporation (the "Company"), and LAWRENCE TRACHTENBERG (the "Executive").
WHEREAS, the Company desires to employ the Executive to serve in the
capacities of Executive Vice President and Chief Financial Officer of the
Company upon the terms and conditions specified in this Agreement and the
Executive desires to serve in the employ of the Company upon such terms and
conditions; and
WHEREAS, the Company and the Executive desire to set forth in a written
agreement the terms and conditions of Executive's employment with the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, it is agreed as follows:
1. Employment. The Company hereby agrees to employ the Executive
and the Executive hereby agrees to remain in the employ of the Company upon the
terms and conditions herein set forth.
2. Term. Employment shall be for a term commencing on the date
hereof and, subject to termination under Section 8, expiring three (3) years
from the date hereof. Notwithstanding the previous sentence, this Agreement and
the employment of the Executive shall be automatically extended for successive
one-year periods upon the terms and conditions set forth herein, commencing on
the first anniversary of the date of this Agreement, and on each anniversary
date thereafter, unless either party of this Agreement gives the other party
written notice (in accordance with Section 17) of such party's intention to
terminate this Agreement and the employment of the Executive within the 60 day
period prior to the first anniversary of the date of this Agreement or prior to
each succeeding anniversary date thereafter, as applicable. For purposes of this
Agreement, any reference to the "term" of this Agreement shall include the
original term and any extension thereof.
3. Duties of the Executive, Service as Director.
(a) The Executive shall serve as Executive Vice President
and Chief Financial Officer of the Company. The Executive shall devote
substantially all of his normal working time to the business and affairs of the
Company and shall perform all duties commensurate with such position(s),
including without limitation the duties described on Exhibit A attached hereto,
and such other related duties and responsibilities consistent with the
Executive's position as may from time to time be reasonably requested by the
Board of Directors of the Company (the "Board").
(b) During the term of this Agreement, the Board shall
(i) nominate the Executive to serve as a member of the Board, (ii) recommend to
the Company's stockholders that they vote for the Executive standing for
election as a member of the Board, and (iii) solicit proxies from the Company's
stockholders that provide for the election of the Executive.
4. Compensation.
(a) During the term of this Agreement, the Company shall
pay to the Executive a base salary of $175,000 per annum, which base salary
shall be reviewed annually by the Board and may be increased or decreased from
time to time by the Board in its sole discretion, and shall be payable at the
times and in the manner consistent with the Company's general policies regarding
compensation of executive employees; provided, that no decrease in base salary
shall exceed the greater of (i) an aggregate amount equal to fifteen percent
(15%) of the Executive's then-current base salary, and (ii) the average
percentage amount by which the base salaries of the Key Executives (hereinafter
defined) are then being reduced. As used herein, the "Key Executives" are two
officers of the Company then serving as the Company's Chairman of the Board,
President and Executive Vice President, excluding the Executive (or, if one
other officer and the Executive serve, among them, in all such positions, then
the term means such other officer). The Board may from time to time authorize
such additional compensation to the Executive, in cash or in property, as the
Board may determine in its sole discretion to be appropriate.
(b) The Executive shall be eligible to participate in any
incentive bonus plan implemented by Company during the term of this Agreement.
(c) The Executive shall receive paid time off per year in
accordance with normal Company policy. In the event of termination of
Executive's employment for any reason, any accumulated but unused vacation days
and sick days shall be forfeited.
(d) Notwithstanding anything to the contrary in any stock
option agreement or other agreement between the Company and the Executive (i)
the Executive shall have the right during the 90-day period following the date
of termination of his employment pursuant to this Agreement for any reason
(other than termination for Cause) to exercise any options to purchase shares of
the Company's capital stock theretofore granted to the Executive ("Options"), to
the extent that such options were exercisable on the date of such termination,
and (ii) all Options shall immediately vest and become exercisable upon a Change
of Control (as hereinafter defined).
(e) The Company shall pay the costs, dues and fees
related to the Executive's membership or other participation in the
organization(s) and activities generally described on Exhibit B hereto and such
other costs, dues and fees as the Board may from time to time approve.
5. Executive Benefits. In addition to the compensation described
in Section 4, during the term of this Agreement the Company shall make available
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