Exhibit 10.14
January 21, 2005
Shalom M. Taragin
6503 Greenspring Avenue
Baltimore, MD 21209
Re:
Severance Agreement and General
Release
Dear Sonney:
We are interested in resolving amicably your
separation of employment with the Company, effective
January 21, 2005. Toward this end, we propose the
following Severance Agreement, which includes a General
Release.
You may consider our offer for twenty-one (21)
days. If you need a reasonable amount of additional time, it
will be granted upon request. As with any legal document, you
are encouraged to review this Agreement with an attorney. You
acknowledge that your termination is an individual termination and
not part of a group termination.
Once executed, you will have a seven-
(7) day period during which you may revoke your decision by
sending actual notice to the Vice President of Human
Resources. This agreement shall not become effective or
enforceable until after the seven-day revocation period in
accordance with Paragraph 19 below.
The proposed terms and conditions of your
separation from employment are as follows:
1.
In consideration for your General
Release and your agreement to be bound by all terms and conditions
of this Agreement, Williams Scotsman, Inc. (“the
Company”) agrees, intending to be legally bound:
(a) Salary Continuation : The
Company will continue your salary and benefits in one of the
following two ways:
Option 1 : The Company will pay you the equivalent
of your base salary through July 31, 2005 at your current rate
of pay as of January 21, 2005 ($2,980.77 per week), less taxes
and other deductions required by law. You will receive this
severance in biweekly installments according to the
Company’s usual payroll schedule and via direct
deposit.
In addition, under this Option (Option 1), the
Company will continue your current insured benefits (health and
dental), under the same terms as in effect on January 21, 2005
through July 31, 2005, provided that while you remain covered
under your current insured benefits plan, you pay your portion of
the premiums on a timely basis. While receiving severance
pay, the Company will deduct your portion of the premiums from the
severance pay pursuant to your authorization which you are
providing by way of this Agreement. After July 31, 2005,
you will be eligible to apply for and continue benefits under
COBRA. Continued participation in the group health and
dental benefits plan pursuant to COBRA shall be at your sole
expense; OR
Option 2: The Company will pay you the equivalent of 75%
of your base salary through October 31, 2005 at the rate of
$2,235.57 per week less taxes and other deductions required by
law. You will receive this severance in biweekly
installments according to the Company’s usual payroll
schedule and via direct deposit.
In addition, under this Option (Option 2), the
Company will continue your current insured benefits (health and
dental), under the same terms as in effect on January 21, 2005
through October 31, 2005, provided that while you remain
covered under your current insured benefits plan, you pay your
portion of the premiums on a timely basis. While receiving
severance pay, the Company will deduct your portion of the premiums
from the severance pay pursuant to your authorization which you are
providing by way of this Agreement. After October 31,
2005, you will be eligible to apply for and continue benefits under
COBRA. Continued participation in the group health and
dental benefits plan pursuant to COBRA shall be at your sole
expense.
1
BY YOUR SIGNATURE, PLEASE INDICATE WHICH OF THE
ABOVE TWO OPTIONS YOU CHOOSE:
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OPTION 1 (Salary Continuation Only):
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Signature
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OR
OPTION 2 (75% Salary Continuation and Benefits
Continuation):
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/s/ Shalom Taragin
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Signature
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(b) Management Incentive :
Per the terms outlined in the Management Incentive Compensation
Plan, you will be paid the prorated amount of your 2004 management
incentive. Your projected bonus under the plan was $35,000.
The bonus plan was designed so that bonuses will increase or
decrease based on the Company’s EBITDA performance so it is
possible that your bonus will be less than the targeted
amount. You will receive this amount according to our usual
pay schedule for Management Incentives (estimated payment is
by April 2005).
(c) Automobile Allowance :
The Company will continue your current monthly auto allowance
through July 31, 2005.
(d) Life Insurance : Your
coverage in the Company’s group life insurance plan shall
terminate on January 31, 2005 in accordance with the terms of
the plan. Thereafter, you will have an option to convert to
an individual policy.
(e) Accrued/Unused Vacation :
The Company will pay out your entire accrued but unused vacation
balance as of January 31, 2005.
(f) Outplacement Services :
The Company will allocate the maximum sum of $6,000.00 to be
applied towards Career Transitional Counseling and other
outplacement/job search services. This amount may be applied
to outplacement services provided through a vendor of the
Company’s selection. To access this service, notify
Marti Fuller at mhfuller@willscot.com or by calling 1-866-866-1882,
to indicate that you are ready to participate in the program.
If you choose to select your own outplacement/job search items such
as membership fees, training or other job search items selected on
your own, the Company will pay for those (up to the $6,000.00
limit), provided you have prior approval from William C. Lebuhn or
Marti Fuller.
(g) Laptop and Cell Phone :
The Company will agree for you to keep your Company laptop (with
all the current accessories) and cell phone.
(h) 401(k) Plan : You
will not forfeit any benefits vested prior to the termination of
your employment under our 401(k) plan, subject to the terms,
conditions and restrictions of such plan. You will not accrue
any additional benefits after the termination of your
employment. All deferrals and, if applicable, loan
re-payments will stop as of the last regular (non-severance)
payment or the last regular (non-severance) commission
payment. Deferrals and loan payments cannot be made
from severance pay. If you have a 401(k) loan, you will
be required to pay the loan in full within 30 days of your
termination date. If it is not paid in full by the end of the
calendar year, you will receive a 1099-R form from the 401(k)
provider and that loan will be treated as income for this calendar
year. According to legal requirements, additional
information on the 401(k) plan will be forthcoming.
(i) Confidentiality
: Payments under item 1(a), (b) and (c) are
contingent upon your agreement with and adherence to the
Confidentiality provisions outlined in Paragraphs 6(a) and
8. Failure to adhere to the terms of the Confidentiality
provisions of this Agreement will result in cessation of all
payments outlined in Paragraph 1(a), (b) and (c).
However the General Release in Paragraph 2(a) will remain in
full force and effect.
2
(j) Discovered Improprieties
: During the severance period outlined in this Agreement,
should Williams Scotsman, Inc. discover intentional financial
or other improprieties (such as instances of serious improper
behavior including gross violations of the Company’s EEO
policy, Confidential Company Information Policy or Conflicts of
Interest Policy as well as falsification of company records or
similar gross violations) related to your management of or
involvement with any of the Company’s employees, departments
or branches, the Company will cease all payments outlined in
Paragraph 1(a), (b) and (c). However the General Release
in Paragraph 2(a) will remain in full force and
effect.
(k) On-going and Up-coming
Company/Branch Litigation : Payments under item 1(a), (b) and
(c) are contingent upon your reasonable and good faith cooperation
and assistance with any business or employment related litigation
or claim(s) that are now known of or that may develop during this
severance period, including but not limited to providing the
Company with assistance in gathering factual information,
interpreting company documents and giving truthful testimony in
legal proceedings. If you fail to cooperate in said
activities, the Company will cease all payments outlined in
Paragraph 1(a), (b) and (c). However the General
Release in Paragraph 2(a) will remain in full force and
effect.
(l) Consulting and Project Work:
After January 21, 2005 the Company may request
independent contractor services from you for consulting and project
type work at the rate of $100.00 per hour. It is expressly
understood that as of January 21, 2005, you will no longer be
an employee of Williams Scotsman, Inc. and any services
rendered to the Company after that time will be as an independent
contractor. You will be solely responsible for tax
withholdings on payments for consulting and project type
work.
2.
(a)
General Release: In
consideration for the Company’s payments and agreements set
forth above in Paragraphs 1(a), (b) and (c)
you agree, intending to be legally bound , to release
and forever discharge the Company and any parent, subsidiary,
related or affiliated company, and each of their past, present and
future officers, directors, attorneys, employees, partners,
shareholders, insurers, owners and agents, business plan
fiduciaries and agents, and their respective successors and assigns
(collectively “Releasees”), jointly and severally, from
any and all actions, complaints, causes of action, lawsuits or
claims of any kind (collectively “Claims”), known or
unknown, asserted or unasserted which you, your heirs, agents,
successors or assigns ever had, now have or hereafter may have
against Releasees arising heretofore out of any matter, occurrence
or event existing or occurring prior
