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Exhibit 10.26
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (this “
Agreement ”) is entered into as of this 1st day of May, 2003 by
and between Mobile Storage Group, Inc., a California corporation,
with an address of 7590 North Glenoaks Boulevard, Burbank,
California 91504 (the “ Company ”), and Ronald
F. Valenta, residing at 5200 Jessen Drive, La Canada, California
91011 (“ Consultant
”).
R E C
I T A
L S
A. WHEREAS, Consultant has training, expertise,
and prior experience in areas related to the business or needs of
the Company,
B. WHEREAS, the Company desires to retain the
services of Consultant and pay Consultant fees in connection with
the delivery to third parties of certain personal guarantees of
Consultant for the benefit of Company.
C. WHEREAS, Consultant desires to furnish his
services to the Company on the terms and conditions hereinafter set
forth.
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 Commencing on the date of this Agreement
(the “ Effective Date
”) and continuing (unless terminated
earlier pursuant to Section 4 hereof) until one (1) year from the
Effective Date, Consultant shall consult with the Company regarding
the tasks set forth in Exhibit
A attached hereto and such tasks and
assignments as directed by the Chief Executive Officer or
President (the “ Executive
Officer ”). 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 other persons or
entities during the term of this Agreement.
2. Compensation . In
consideration of the services to be rendered by Consultant
hereunder, the Company agrees to compensate Consultant as follows.
During the term hereof, the Company will pay Consultant the
following amounts: (a) $13,182.79 per month in advance for
services rendered pursuant to this Agreement and
for the delivery to third parties
of certain personal guarantees
of Consultant for the benefit of the Company; and (b) $25,000 per
year for service as the Chairman of the Board of Directors (the
“ Board ”) of the Company (payable at the times which are
consistent with the payment of fees to members of the Board). 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 such 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.
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
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,
2
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
.
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 or corporation. 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 corporation or business entity that is controlling,
controlled by, under common control w
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