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Exhibit 10.24
BOARD RETENTION AND CONSULTING
AGREEMENT
THIS
BOARD RETENTION AND CONSULTING AGREEMENT (this “
Agreement ”) is entered into as of this 31st day of
January, 2007 (the “ Effective Date ”) by and
among Mobile Storage Group, Inc., a Delaware corporation (the
“ Company ”) with an office at 7590 North
Glenoaks Boulevard, Suite 101, Burbank, CA 91504, MSG WC Holdings
Corp., a Delaware corporation (“ Parent ”) with
an office at 7590 North Glenoaks Boulevard, Suite 101, Burbank, CA
91504 and Ronald F. Valenta, an individual residing at 5200 Jessen
Drive, La Canada, CA 91011 (“ Consultant
”).
R E C
I T A L S
WHEREAS,
the parties wish to set forth the terms and conditions upon which
the Company will retain Consultant.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1.
Consulting Services .
1.1
The term of the retention of Consultant (the “ Term
”) shall commence on Effective Date and continue (unless
terminated earlier pursuant to Section 4 hereof) until the
first anniversary of the Effective Date, Consultant shall consult
with the Company regarding such tasks and assignments as directed
by the Chief Executive Officer or President (the “
Executive Officer ”). During the Term, Consultant
shall serve as a consultant to the Company and as a member of the
Board of Directors of Parent (the “ Board ”),
with commensurate title, duties, responsibility and status. In his
capacity as a consultant hereunder, Consultant shall report to
Douglas A. Waugaman, the President and Chief Executive Officer or
the Company, or his successor. Upon the first anniversary of the
Effective Date this Agreement shall renew automatically for
additional one (1)-year terms unless either party shall deliver
written notice of termination to the other no later than 90 days
prior to the end of the then-current term.
1.2
Consultant shall have exclusive control over the means and manner
by which the services called for by this Agreement are
performed.
1.3
Consultant shall devote so much of his productive time, ability and
attention as is necessary to perform consulting services as
requested or assigned by the Executive Officer. Consultant may
render services of a business or commercial nature to another
individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint
venture, or an unincorporated organization (each a “
Person ”) during the term of this
Agreement.
2.
Compensation . In consideration of the services to be
rendered by Consultant hereunder a consulting fee of $6,250 per
month in advance, which shall be payable on the first day of each
month during the Term. The foregoing fees shall be
Consultant’s sole compensation for all services rendered by
Consultant hereunder.
3.
Expenses . The Company shall reimburse Consultant for
expenses incurred by him during the term of this Agreement in the
performance of his duties as a consultant for the Company;
provided, however, that the Company shall not be obligated to
reimburse Consultant for any expenses which have not been approved
in advance by the Company.
4.
Termination .
4.1
Termination for Cause . Consultant understands and agrees
that this Agreement may be terminated by the Company for
“cause” upon written notice to Consultant in the manner
set forth in Section 7.3 below. “Cause” shall
mean a finding by the Board in good faith that Consultant has (i)
been engaged in an act or acts of dishonesty that resulted directly
or indirectly in more than an aggregate of $5,000 in gain or
personal enrichment to Consultant at the expense of the Company;
(ii) breached this Agreement in any material respect; (iii) been
convicted of any felony offense involving fraud, theft or
dishonesty at any time; (iv) been incarcerated for more than 10
days during the term of this Agreement, or (v) failed to
substantially perform duties persisting for a reasonable period
following written notice; provided that, in any event, the
Term shall automatically terminate upon consummation of a Sale of
the Company (as defined in the Stockholders Agreement, dated as of
August 1, 2006, by and among MSG WC Holdings Corp. and the
stockholders party thereto, as such agreement may be amended or
otherwise modified from time to time). In the event that
Consultant’s retention shall be terminated (a “
Retention Termination ”) for any reason by the Company
or shall expire (the date such Retention Termination occurs, being
referred to herein as the “ Retention Termination Date
”), the Company shall have no further obligations hereunder.
Except as otherwise specifically agreed in writing by the parties
hereto, the termination of the Term or of this Agreement shall not
relieve any of the parties hereto of any obligation arising under
this Agreement prior to termination. For the avoidance of doubt,
non-renewal of the Term under Section 1.1 by either party,
shall not be considered a breach by such party of the terms of this
Agreement.
4.2
Death . In the event of the death of Consultant during the
term of this Agreement, the Company shall pay, or cause to be paid,
to any one or more beneficiaries designated by Consultant pursuant
to notice to the Company or, failing such designation, to
Consultant’s estate, the fees earned provided for herein
through the date on which Consultant’s death
occurs.
4.3
Disability . In the event that Consultant shall become, by
reason of physical or mental disability, incapable of performing
his duties and services in accordance with the provisions of this
Agreement, and such incapacity(ies) shall continue for more than 60
days out of any consecutive 120-day period, the Company shall have
the right to terminate this Agreement by giving Consultant written
notice of such termination and, thereafter, this Agreement shall
immediately terminate. Upon such termination, all compensation
shall cease
2
immediately, and the Company shall owe Consultant
only the amount of Consultant’s fees earned as of the date of
such termination.
4.4
Effect of Termination . Upon termination or expiration of
this Agreement, Consultant shall immediately surrender to the
Company all lists, books, records, materials and documents,
together with all copies thereof, and all other property in
Consultant’s possession or under Consultant’s control,
relating to or used in connection with the past or present business
of the Company, or any affiliate or subsidiary of the Company.
Consultant acknowledges and agrees that all such lists, books,
records, materials and documents, including, but not limited to,
compilations or collections of suppliers’,
contractors’, employees’ and customers’ names and
addresses, are the sole and exclusive property of the
Company.
5.
Nondisclosure; Ownership and Protection of Proprietary Rights;
Noncompetition and Nonsolicitation .
5.1
Nondisclosure . Consultant understands and agrees that, in
the course of Consultant’s relationship with the Company,
Consultant may acquire confidential information and trade secrets
concerning the Company’s operations, future plans, methods of
doing business, marketing, costs, and that it would be extremely
damaging to the Company if such information were disclosed or made
available to any other Person. In view of the nature of the
consulting relationship with the Company contemplated herein,
Consultant agrees that, during the term of this Agreement and
thereafter, any and all confidential information, including,
without limitation, any customer lists, customer information or
addresses, trade secrets, information relating to governmental
relations, discoveries, practices, processes, methods or products,
whether patentable or not, concerning the business of the Company
or any confidential information concerning or relating to any
former or existing suppliers, contractors, employees or customers
of the Company or any Person is controlling, controlled by, under
common control with or otherwise affiliated with the Company
(collectively, the “ Customers ”), with respect
to the past, present or future business of the Company, or any
affiliate or subsidiary of the Company or any secret, proprietary
or confidential information concerning or relating to the past,
present or future business of the Company, or any affiliate or
subsidiary of the Company (collectively, “ Confidential
Information ”) that Consultant has acquired or may
acquire from any such corporation or business entity or the
Company, shall be maintained by Consultant in confidence and shall
not be disclosed or divulged to any third party without the prior
written consent of the Executive Officer. Consultant further agrees
that Consultant will not utilize such Confidential Information on
Consultant’s own behalf or on behalf of others at any time
during the term o
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