UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 20, 2013
Date of Report (Date of earliest event reported)
 

CAI International, Inc.
( Exact name of registrant as specified in charter)
 
 
Delaware
001-33388
94-3109229
(State or other jurisdiction of incorporation)
(Commission File Number)
(I. R. S. Employer Identification No.)
 
Steuart Tower, 1 Market Plaza, Suite 900, San Francisco, CA 94105
(Address of principal executive offices, including ZIP Code)
 
Registrant’s telephone number, including area code: (415) 788-0100
 
N/A
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Timothy Page Employment Agreement

On August 20, 2013, CAI International, Inc. (the “Company”) entered into a new employment agreement with Timothy B. Page governing his employment with the Company as Senior Vice President and Chief Financial Officer (the “Page Employment Agreement”).

Under the terms of the Page Employment Agreement, among other things, Mr. Page will receive an annual base salary of $364,000, subject to annual increase at the discretion of the Company’s CEO and approved by the Company’s Board of Directors (the “Board”).  Mr. Page will be eligible for an annual bonus targeted at 40% of his base salary in fiscal year 2013, with future bonus awards determined by the Compensation Committee and the Board in their discretion.  Mr. Page is also eligible for annual grants of equity awards under the Company’s 2007 Equity Incentive Plan, as amended, at the discretion of the Board.  Mr. Page will also continue to be eligible to participate in the employee benefit plans and executive compensation programs made available by the Company to its executive officers generally.

In the event Mr. Page’s employment is terminated for “Cause” or due to company insolvency, Mr. Page is entitled only to any accrued compensation and benefits through the effective date of his termination.   In the event Mr. Page’s employment is terminated (i) by us without “Cause”, (ii) due to his death or disability, (iii) for any reason, other than for “Cause”, death or disability, within 24 months following a “Change in Control” or (iv) by him for “Good Reason,” Mr. Page is entitled to receive the following severance payments and benefits:

· any accrued compensation and benefits through the effective date of the termination;
· a lump sum payment equal to 100% of his then current annual base salary, and, an amount equivalent to one year’s cash bonus (calculated on the basis of the average cash bonus received over a two year reference period), provided that, if his employment is terminated solely in connection with a “Change of Control,” the Company shall pay Mr. Page a lump sum amount equal to 200% of his then current annual base salary, and, an amount equivalent to one year’s cash bonus (calculated on the basis of the average cash bonus received over a two year reference period); and
· COBRA health benefits for whichever of the following periods is shortest: (A) the longer of (i) the remaining term of Mr. Page’s employment agreement or (ii) 18 months following the date of termination; or (B) until Mr. Page is no longer entitled to COBRA continuation coverage under the Company’s group health plans.

The Page Employment Agreement also contains customary confidentiality, non-solicitation and non-disparagement covenants.  The term of the Page Employment Agreement continues until August 19, 2016, after which the agreement will automatically renew for an additional 36 months unless either party terminates the agreement at least 90 days prior to the end of the original term.

Daniel Hallahan Employment Agreement

On August 20, 2013, Container Applications International (UK) Limited, a wholly-owned subsidiary of the Company, entered into a service agreement with Daniel Hallahan governing his employment with the Company as Senior Vice President, Global Marketing (the “Hallahan Employment Agreement”).

Under the terms of the Hallahan Employment Agreement, among other things, Mr. Hallahan will receive an annual base salary of £224,865, subject to annual increase at the discretion of the Board.  Mr. Hallahan will also be eligible for an annual bonus to be determined at the discretion of the Board.  Mr. Hallahan will also continue to be eligible to participate in the employee benefit plans and executive compensation programs made available by the Company to its executive officers generally.
If, within 24 months following the occurrence of a “Change in Control,” Mr. Hallahan’s employment is terminated in breach of the Hallahan Employment Agreement, the Company will pay him, in addition to any annual salary, holiday pay and reimbursable expenses due under the Hallahan Employment Agreement, an amount equal to 100% of his then current annual base salary and an amount equivalent to one year’s cash bonus (calculated on the basis of the average cash bonus received over a two year reference period).

The Hallahan Employment Agreement also contains customary confidentiality and non-solicitation covenants.  The term of the Hallahan Employment Agreement continues indefinitely until terminated by either party upon 12 months’ prior written notice.

The foregoing descriptions of the Page Employment Agreement and the Hallahan Employment Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the documents which are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.

(d)      Exhibits .

Exhibit No.
Description
 
99.1
Employment Agreement, dated August 20, 2013, between CAI International, Inc. and Timothy B. Page.
 
99.2
Service Agreement, dated August 20, 2013, between Container Applications International (UK) Limited and Daniel Hallahan.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CAI INTERNATIONAL, INC.
 
 
Dated:  August 23, 2013
By:
  /s/ Victor M. Garcia
 
Name:  Victor M. Garcia
 
Title:  President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.
Description
 
Employment Agreement, dated August 20, 2013, between CAI International, Inc. and Timothy B. Page.
 
Service Agreement, dated August 20, 2013, between Container Applications International (UK) Limited and Daniel Hallahan.
 
 
Exhibit 99.1
 
EMPLOYMENT AGREEMENT
 
THIS  EMPLOYMENT AGREEMENT (this " Agreement ") is executed as of this 20th day of August, 2013, by and between  Timothy B. Page (" Employee ") and CAI International, Inc., a Delaware corporation (the " Company ").
 
AGREEMENT
 
In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1. Duties and Scope of Employment.
 
(a)              Position. As a Senior Vice President and Chief Financial Officer, Employee shall be responsible for the finances of the Company as well as the relations of the Company with financial institutions, including lenders, lessors and owners of equipment managed by the Company and for the Company’s financial reporting. Employee shall report directly to the President and Chief Executive Officer of the Company, and shall be responsible for any such other duties, including management of personnel, as the President and Chief Executive Officer may specify from time to time, provided that such duties are consistent with Employee’s position as an executive officer of the Company.
 
(b)              Obligations.  During the term of his employment under this Agreement, Employee shall perform and discharge well and faithfully his duties and shall devote his full business efforts and time to the Company.  The foregoing, however, shall not preclude Employee from engaging in civic or charitable activities or from serving on the boards of directors of other entities, as long as:  (i) such activities and service do not materially interfere or conflict with his responsibilities to the Company; and (ii) Employee obtains the prior approval of the Board before accepting any position on a board of directors of a for-profit company.
 
2. Base Salary.
 
During his employment under this Agreement, the Company agrees to pay to Employee as compensation for his services as of the Effective Date an annual base salary (" Base Salary ") of $364,000 payable in twenty-four (24) equal bi-monthly installments.  For all purposes of this Agreement, the term "Base Salary" shall refer to the base salary in effect from time to time.  During the term of his employment under this Agreement, Employee’s Base Salary will be reviewed annually and is subject to annual increase at the discretion of President and Chief Executive Officer and as approved by the Company’s board of directors (the “Board”).
 
3. Employee Benefits.
 
(a)              General.  During the term of his employment under this Agreement, Employee shall be eligible to participate in the employee benefit plans and executive compensation programs made available by the Company to its executive officers generally, including (without limitation) any of the following plans if and when adopted and made available by the Board: pension plans, savings plans, deferred compensation plans, life, disability, health, accident and other insurance programs, paid vacations, paid parking at the Company's office building and similar plans or programs subject in each case to the generally applicable terms and conditions of the plan in question and to the determination of any committee administering such plan or program.
(b)             Death and Disability.  Subject to Employee's insurability, the Company will (i) maintain a policy of long-term disability insurance providing for disability coverage in accordance with the policy terms and (ii) reimburse Employee for the cost of life insurance equal to Five Hundred Thousand dollars $500,000 in coverage.
 
(c)              Vacation .  Employee shall be entitled to paid vacation accruing at the rate of 20 days per calendar year.  No more than 20 days of accrued vacation shall carry forward to the next year.
 
4. Equity Compensation .
 
(a)              At the time of execution of this Agreement, the Board contemplates making stock option and other equity grants to Employee on an annual basi s.  Any such grants shall be at the discretion of the Board, and subject to the availability of sufficient shares of stock under the Plan.  The exact size and terms of any future stock option or other equity grant will be determined by the Board at the time of the grant, in the Board's discretion.
 
5. Annual Bonus
 
For each Fiscal Year (as defined below) during the term of this Agreement, Employee shall be eligible to earn an annual cash bonus award that is determined pursuant to and paid in accordance with an annual bonus plan to be adopted by the Board for the Company's executive officers.  For the 2013 Fiscal Year, Employee shall be eligible to earn an annual bonus of up to 40% of his Base Salary.  The Employee's bonus for the 2013 Fiscal Year will be based on a subjective evaluation of Employee's performance, based on criteria developed by the President and Chief Executive Officer and the compensation committee (in their discretion).  Thereafter, future performance objectives will also be prescribed and established by the compensation committee and approved by the Board, after consultation with Employee.  Except as provided in Section 9(b)(iii), no bonus shall be payable under this Section 5 unless Employee's employment under this Agreement continues through the end of the Fiscal Year to which the bonus relates.   Any amounts due to the Employee under this Section 5 shall be paid within the two and one-half (2 1/2) month period immediately following the Fiscal Year to which the bonus relates.  For all purposes of this Agreement, " Fiscal Year " shall mean the Company's fiscal year ending on December 31.
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6. Business Expenses and Travel.
 
During the term of his employment under this Agreement, Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder.  The Company shall reimburse Employee for such expenses upon presentation of any itemized account and appropriate supporting documentation, all in accordance with the Company's generally applicable policies.
 
 
7.
Term of Agreement .
 
Subject to the basic rule set forth below in Section 8(a), this Agreement shall continue, beginning on the Effective Date, until August 19, 2016.  If not terminated in writing by either party at least ninety (90) days prior to the end of the applicable term, this Agreement shall automatically renew for an additional thirty-six (36) months.
 
8. Termination.
 
(a)              Basic Rule.  Employee is an employee at will.  Notwithstanding any other provision of this Agreement, either party may terminate Employee's employment at any time, with or without cause.
 
(b)              Termination by the Company for Cause.  The Company, at its option and without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement, may terminate Employee's employment at any time for Cause by giving Employee written notice specifying the Cause event.  For all purposes under this Agreement, " Cause " shall mean:
 
(i)              A failure by Employee to substantially perform his material duties hereunder which is not cured within thirty (30) days after notice from the Company, provided that any termination for any such failure due to Disability (defined below) shall be made, if at all, in accordance with Section 8(c)(ii);
 
(ii)              Employee’s commission of material dishonesty, fraud or misrepresentation or other act of moral turpitude;
 
(iii)           An intentional act by Employee (other than one constituting a business judgment that was reasonable at the time or which was previously approved by the Board, or gross misconduct by Employee, which (in each case) is seriously injurious to the Company;
 
(iv)           A material breach by Employee of this Agreement which is not cured within thirty (30) days after notice from the Company; or
 
(v)             A material and willful violation of federal or state law or regulation applicable to the business of the Company.
 
At the time of termination for Cause, the Company shall advise Employee of the provision of this Section 8(b) under which such termination for Cause is based.
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(c)              Termination for Death or Disability or Company Insolvency.  In addition to termination pursuant to Section 8(a), Company may terminate Employee's employment for the following reasons:
 
(i)              Death .  Upon the event of Employee's death, Employee's employment with the Company shall be considered automatically terminated.
 
(ii)             Disability .  Upon the event of Employee's Disability, Employee's employment with the Company shall terminate thirty (30) days after the Company gives Employee written notice of such termination.  For all purposes of this Agreement, " Disability " shall mean Employee’s incapacity due to physical or mental illness or impairment which (in the reasonable and informed opinion of the Board of Directors) makes Employee unable to perform substantially his duties under this Agreement for a continuous period of at least 180 days.  The Company acknowledges that the Americans with Disabilities Act ("ADA") provides for accommodations of disabled employees, and the Company affirms that in taking any action under this Section 8(c)(ii) it will comply with the ADA.
 
(iii)            Company Insolvency.  If the Company becomes insolvent or the Company seeks relief (or an order is entered against the Company) under any bankruptcy, reorganization, receivership, transfer for the benefit of creditors or other debtor relief statute or arrangement, Employee's employment with the Company shall terminate thirty (30) days after the Company gives Employee written notice of the termination.
 
(d)              Termination for Good Reason.  Notwithstanding anything to the contrary herein, Employee may terminate his employment for Good Reason in accordance with this Section 8(d).  For purposes of this Agreement, " Good Reason " shall mean the occurrence of any of the following events, without the consent of Employee:
 
(i)              any diminution in Employee’s Base Salary, except as part of a program whereby salaries of all of the Company's senior officers are reduced for economic reasons;
 
(ii)              any material diminution in Employee's authority, duties, reporting or responsibilities,
 
(iii)            any action or inaction that constitutes a material breach by the Company of this Agreement, or
 
(iv)           a material change in the geographic location at which Employee must perform his duties under this Agreement, except for office relocation within the San Francisco Bay area; provided that Employee hereby acknowledges and agrees that he may be required to travel extensively in connection with the performance of his duties under this Agreement and that any such travel requirement will not constitute a material change in the geographic location at which Employee must perform his duties under this Agreement.
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Notwithstanding any provision in this Agreement to the contrary, termination of Employee's employment will not be for Good Reason unless (i) Employee notifies the Company in writing of the existence of the condition which Employee believes constitutes Good Reason within ninety (90) days of the initial existence of such condition (which notice specifically identifies such condition), (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the " Remedial Period "), and (iii) Employee actually terminates employment within thirty (30) days after the expiration of the Remedial Period and before the Company remedies such condition.  If Employee terminates employment before the expiration of the Remedial Period or after the Company remedies the condition (even if after the end of the Remedial Period), then Employee's termination will not be considered to be for Good Reason.  A termination of Employee’s employment for Good Reason hereunder shall be deemed a “ Constructive Termination ” for purposes of this Agreement.  Notwithstanding the foregoing, if at the time Employee terminates his employment with the Company for Good Reason any of the circumstances described in Section 8(b) then exist, Employee's employment shall be deemed to have been terminated by the Company pursuant to such applicable Section, rather than pursuant to this Section 8(d) for all purposes of this Agreement.
 
9. Payments upon Certain Terminations of Employment.
 
If, during the term of this Agreement (including any renewal thereof), Employee's employment is terminated, Employee shall be entitled to receive the following:
 
(a)              Company Termination Under Section 8(b) or 8(c)(iii).  In the event Employee's employment is terminated (or deemed terminated) by the Company pursuant to Section 8(b) or Section 8(c)(iii) or in the event Employee terminates his employment with the Company other than for Good Reason, Employee shall be entitled to all accrued compensation and all other accrued benefits through the effective date of termination, but shall not be entitled to any other compensation or benefits, and shall not be entitled to any bonus under Section 5 for the Fiscal Year in which the termination occurs unless it occurs on the last day of such Fiscal Year.  All accrued compensation and all other accrued benefits shall be paid to Employee within thirty (30) days after the date on which Employee's employment with the Company terminates.
 
(b)              Company Termination Without Cause or Under Section 8(c)(i) or (ii) or Termination for Good Reason or following a Change in Control.  Subject to Section 11, in the event Employee's employment is terminated (i) by the Company (A) without Cause or (B) pursuant to Section 8(c)(i) or (ii), or (C) in the event of a Change in Control and Employee's employment is terminated by the company or a successor to the Company for any reason other than for Cause or pursuant to Section 8(c)(i) or (ii) within a period of twenty-four months after the closing of a Change in Control, and none of the circumstances described in Section 8(b) or 8(c)(iii) then exists, or (ii) by Employee for Good Reason pursuant to Section 8(d) and none of the circumstances described in Sections 8(b) or 8(c)(iii) then exist, then, in addition to all accrued compensation and all other accrued benefits through the effective date of such termination, and (in the case of Sections 8(c)(i) and (ii) only) any death or disability benefits, respectively, Employee shall be entitled to the following payments and benefits:
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(i)              Severance Payment .  The Company shall pay Employee a lump sum amount equal to one hundred percent (100%) of Employee's then current annual base salary  and an amount equivalent to 1 year’s cash bonus (calculated on the basis of the average cash bonus received over a two year reference period) , provided that , if employment is terminated solely in connection with a Change of Control, the Company shall pay Employee a lump sum amount equal to two hundred percent (200%) of Employee’s then current annual base salary calculated and an amount equivalent to 1 year’s cash bonus (calculated on the basis of the average cash bonus received over a two year reference period), in either case with such payment to be made within thirty (30) days after the date on which Employee's employment with the Company terminates.  Notwithstanding the foregoing, Employee will not be entitled to any severance payment identified in this Subsection 9(b)(i) based upon a Change in Control if Employee continues to be employed by the Company, a successor to the Company or an affiliate of the Company, twenty-four (24) months after the closing of the Change in Control.  For all purposes of this Agreement, " Change in Control " shall mean
 
(x)              a merger or consolidation of the Company with or into any other company or other entity, if (after giving effect to the merger or consolidation) the stockholders of the Company immediately prior to the merger or consolidation would not be able to elect a majority of the Company's board of directors immediately following the merger or consolidation;
 
(y)            a sale in one transaction or a series of transactions undertaken with a common purpose of all or a controlling portion of the Company's outstanding voting securities or such amount of the Company's outstanding voting securities as would enable the purchaser to obtain the right to appoint a majority of the Company's Board of Directors;
 
(z)              a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company's assets;
 
provided, however , a private sale of stock beneficially owned by Hiromitsu Ogawa, his spouse or his children shall not constitute a Change in Control unless (after giving effect thereto) a single party (or group of related parties) obtains control of the Company as a result of such transaction.
 
(ii)              Group Health, Life and Disability Insurance Coverage .  If Employee and his spouse and dependent children (as applicable) are eligible for, and timely (and properly) elect, to continue their coverage under the Company's group health plans in accordance with Section 4980B(f) of the Code (" COBRA "), the Company will pay the premium for such coverage for whichever of the following periods is the shortest: (A) the longer of (1) the remaining term of this Agreement or (2) a period of eighteen (18) months following the date of Employee's termination of employment or (B) until Employee is no longer entitled to COBRA continuation coverage under the Company's group health plans.  Notwithstanding anything to the contrary in this Section 9(b)(ii), this Section 9(b)(ii) shall not require continuation of any coverage after death in the case of termination under Section 8(c)(i), but nothing in this sentence shall affect any benefits payable on account of death.

(iii )              Intentionally Left Blank. (iv)   No Duty To Mitigate .  Employee shall not be required to mitigate the amount of any payment contemplated by this Section 9(b) (whether by seeking new employment or in any other manner), nor shall any payment under this Section 9(b) be reduced by any earnings that Employee may receive from any other source.
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10. Proprietary Information.
 
Employee agrees, during and after the term of his employment by the Company, to comply fully with the Company's policies relating to non-disclosure of the Company's trade secrets and proprietary information and processes and hereby acknowledges and re-affirms his obligations to the Company pursuant to that certain Employment, Confidential Information and Intellectual Property Assignment Agreement previously executed by Employee and attached hereto as Exhibit A .
 
11. Section 280G
 
(a)              Notwithstanding anything to the contrary herein, Section 11(b) shall apply in the event that the Company satisfies the requirement of Section 280G(b)(5)(A)(ii)(I) of the Code.  In the event that the Company does not satisfy such requirement, Section 11(c), not Section 11(b), shall apply.
 
(b)              Prior to any change described in Section 280G(b)(2)(A)(i) of the Code (a " Section 280G Transaction ") and in accordance with the requirements of Section 280G(b)(5)(B) of the Code, the Company shall seek, but shall not be required to obtain, approval by its shareholders of any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the " Payments "), that may separately or in the aggregate constitute "parachute payments" within the meaning of Section 280G (collectively, the " Potential Parachute Payments ").  In the event that the shareholders of the Company do not approve the Employee's Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of his Potential Parachute Payments that would otherwise cause any portion of any of his Potential Parachute Payments to be treated as an "excess parachute payment" (within the meaning of Section 280G).
 
(c)              In the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, but for this Section 11(c), any of the Payments will be subject to any excise tax pursuant to Section 4999 of the Code or any similar or successor provision (the " Excise Tax "), the Company shall pay to the Employee either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an "excess parachute payment" (within the meaning of Section 280G) (the " Capped Payments "), whichever of the foregoing amounts results in the receipt by the Employee, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax.  For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by the Employee in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the benefits are to be paid, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of the Employee’s residence on the effective date of the Section 280G Transaction, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Section 68 of the Code and any other limitations applicable to the deduction of state and local income taxes under the Code).
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(d)              All calculations and determinations under this Section 11, including application and interpretation of the Code and related regulatory, administrative and judicial authorities, shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the " Tax Advisor ").  All determinations made by the Tax Advisor under this Section 11 shall be conclusive and binding on both the Company and the Employee, and the Company shall cause the Tax Advisor to provide its determinations and any supporting calculations with respect to the Employee to the Company and the Employee.  The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services.  For purposes of making the calculations and determinations under this Section 11, after taking into account the information provided by the Company and the Employee, the Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Sections 280G and 4999 of the Code.  The Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 11.  In the event that Section 11(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of any Payments that are subject to Section 409A of the Code on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Payments that are exempt from Code Section 409A.
 
(e)              Definitions.  For purposes of this Agreement, the following terms shall have the following meanings:
 
(i)              " Code " shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder .
 
(ii)              " Section 280G " shall mean Section 280G of the Code and the Treasury regulations promulgated thereunder   or any similar or successor provision.
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12. Section 409A
 
The Company makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Section 409A of the Code, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A or any other legal requirements from Employee or any other individual to the Company or any of its affiliates.  However, the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise.  To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A.  Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions.  Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the termination of Employee's employment are intended to mean Employee's "separation from service," within the meaning of Code Section 409A(a)(2)(A)(i).  In addition, if Employee is a "specified employee," within the meaning of Code Section 409A(a)(2)(B)(i), then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee's "separation from service," within the meaning of Section 409A(a)(2)(A)(i) of the Code, shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee's death, Employee's estate) in a lump sum on the first business day following the earlier of (a) the date that is six months after Employee's separation from service or (b) Employee's death.
 
13. Non-Solicitation and Non-Disparagement.
 
(a)              Employee agrees that during the period of his employment with the Company or any of its subsidiaries and affiliates and for the one (1) year period immediately following termination of such employment (whether such termination with Cause, without Cause, with Good Reason, or for any other reason), the Employee shall not directly or indirectly engage in the recruiting, soliciting or inducing of any employee or employees of the Company to terminate their employment with or otherwise cease their relationship with the Company.
 
(b)              Employee and the Company agree that during Employee's employment with the Company or any of its affiliates, the Employee and the Company will not make any disparaging comments regarding the other (including the Companies subsidiaries and affiliates) or make any disparaging comments concerning any aspect of the termination of the employment relationship.  The obligations of the Employee and the Company under this subsection shall not apply to disclosures required by applicable law, regulation or order of any court of governmental agency.
 
14. Successors.
 
(a)              Company's Successors.  Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume this Agreement and agree expressly to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession.  For all purposes under this Agreement, the term " Company " shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by this Agreement by operation of law.
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(b)              Employee's Successors.  This Agreement and all rights of Employee hereunder shall inure to the benefit of, and be enforceable by, Employee's personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.
 
15. Notice.
 
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.  In the case of Employee, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing.  In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.
 
16. Miscellaneous Provisions.
 
(a)              Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Employee and by authorized officer of the Company (other than Employee).  Except as provided herein, no waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
 
(b)              Whole Agreement.  No agreements, representations or understanding (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.
 
(c)              Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.
 
(d)              Severability.  The invalidity or enforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
 
(e)              No Assignment of Benefits.  The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor's process, and any action in violation of this subsection (e) shall be void.
- 10 -
(f)              Limitation of Remedies.  If Employee's employment hereunder terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement.
 
(g)              Withholding .  The Company shall be entitled to deduct and withhold from any amounts payable under this Agreement such amounts as the Company is required to deduct or withhold therefrom under the Code or under any other applicable law.
 
(h)              Captions.  Captions contained herein are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of any provision hereof.
 
(i)              Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
 
(j)              Arbitration.  Any dispute or claim arising under or relating to this Agreement (including without limitation the validity or scope of this Agreement or of any provision hereof or of this Section 17(j)) shall be determined exclusively by arbitration before a single arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association.  In the event the parties cannot agree on an arbitrator within 10 days after either party makes a written call for arbitration hereunder, the arbitrator shall be appointed by the Executive Director of the Northern California office of the American Arbitration Association.
- 11 -
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

 
CAI INTERNATIONAL, INC.
 
 
 
By:   
/s/Victor Garcia
 
 
Name:  Victor Garcia
 
 
Title:  President and Chief Executive Officer
 
 
 
 
 
 
EMPLOYEE
 
 
 
/s/ Timothy B. Page
 
 
Timothy B. Page
 

 
- 12 -
Exhibit 99.2
 
Service Agreement
 
  (1) Container Applications International (UK) Limited
 
  (2) Daniel Hallahan
 
Dated 20 August,                  2013

Contents
 
1.
Definitions and interpretation
1
2.
Appointment
4
3.
Term
4
4.
Duties
4
5.
Hours of work
5
6.
Place of Work
5
7.
Expenses
5
8.
Salary
5
9.
Bonus
6
10.
Pension
6
11.
Share Option and Long Term Incentive Plan
6
12.
Car Allowance
7
13.
Other Benefits
7
14.
Holidays
8
15.
Sickness Absence
8
16.
Sick Pay
9
17.
Obligations during Employment
9
18.
Confidential Information
10
19.
Intellectual Property
10
20.
Garden Leave
11
21.
Payment in lieu of notice
12
22.
Change of Control
13
23.
Summary Termination
13
24.
Retirement
14
25.
Reconstruction and Amalgamation
14
26.
Obligations after Employment
14
27.
Property
14
28.
Resignation from Appointments
15
29.
Suspension
15
30.
Disciplinary and Dismissal Rules
15
31.
Grievance
15
32.
Data Protection
15
33.
Warranty
16
34.
Deductions
16
35.
Power of Attorney
17
36.
Collective Agreements
17
37.
Entire Agreement
17
38.
Third Parties
17
39.
Releases and waivers
17
40.
Notices
17
41.
Governing law and jurisdiction
17
Schedule 1
19
(Post termination restrictions)
19
This Agreement is made on 20 August, 2013
 
Between:
 
(1) Container Applications International (UK) Limited (company number: 02939196) whose registered office is at Kingsgate, 1 King Edward Road, Brentwood, Essex CM14 4HG (the "Company" ); and
 
(2) Daniel Hallahan of Gray’s Farm, Stanford Rivers Road, Marden Ash, Ongar Essex, CM5 9BT UK ( "You" ).
 
It is agreed as follows:
 
1. Definitions and interpretation
 
1.1 In this Agreement, unless the context otherwise requires:
 
"Agreed Sum" means an amount equivalent to the gross value of one year's basic salary as specified in clause 8.1 plus an amount equivalent to one year's bonus (calculated on the basis of the average bonus received over a two year reference period).
 
"Agreement" means this Agreement (including any schedule or annexure to it and any document referred to in it or in agreed form).
 
"Board" means the board of directors of the Company from time to time and includes any committee of the Board duly appointed by it.
 
"Businesses" means intermodal container leasing and management and any trade or other commercial activity which is carried on by the Company and/or any Group Company, or which the Company and/or any Group Company shall have determined to carry on with a view to profit in the immediate or foreseeable future.
 
"CAI" means CAI International, Inc.
 
" Change of Control " shall mean
 
(a) a merger or consolidation of CAI with or into any other company or other entity, if (after giving effect to the merger or consolidation) the stockholders of CAI immediately prior to the merger or consolidation would not be able to elect a majority of CAI's board of directors immediately following the merger or consolidation;
 
(b) a sale in one transaction or a series of transactions undertaken with a common purpose of all or a controlling portion of CAI's outstanding voting securities or such amount of CAI's outstanding voting securities as would enable the purchaser to obtain the right to appoint a majority of CAI's board of directors;
 
 
 
(c) a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of CAI's assets; or
 
(d)
Where CAI ceases to have the power (other than in the circumstances described in clause 25) to secure that the affairs of the Company are conducted in accordance with CAI's wishes:
 
 
(i)
by means of the holding of shares, or the possession of voting power, in or in relation to the Company; or
 
(ii) as a result of any powers conferred by the articles of association or any other document regulating the Company;
1
provided, however , a private sale of CAI stock beneficially owned by Hiromitsu Ogawa, his spouse or his children shall not constitute a Change of Control unless (after giving effect thereto) a single party (or group of related parties) obtains control of CAI as a result of such transaction.
 
"Commencement Date" means the date of this Agreement;
 
"Confidential Information" means any trade secrets or other information which is confidential, commercially sensitive and is not in the public domain relating or belonging to the Company and/or any Group Company including but not limited to:
 
 
 
(a) information relating to the business methods, corporate plans, management systems, finances, new business opportunities, research and development projects, marketing or sales of any past, present or future product or service;
 
(b) secret formulae, processes, inventions, designs, know-how discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of the Company and/or any Group Company;
(c) lists or details of customers, potential customers or suppliers or the arrangements made with any customer or supplier; and
 
(d) any information in respect of which the Company and/or any Group Company owes an obligation of confidentiality to any third party.
 
"Duties" means your duties as referred to in clause 4.
 
"Employment" means your period of employment under this Agreement which shall be deemed to include any period of garden leave served under clause 20.
 
"Group Companies" or "Group" means the Company and any holding company or any parent company or any subsidiary or subsidiary undertaking of the Company or such companies, as such terms are defined in s 1159, s 1162 (together with Schedule 7 and the definition of "parent company" in s 1173), s 1161 and Schedule 6 of the Companies Act 2006, and "Group Company" means any of them.
 
"HMRC" means Her Majesty's Revenue and Customs.
 
"Holiday Year" means the period 1 January to 31 December   or such other period of one year as the Company may notify to you in writing from time to time.
 
"Invention" means any know how, technique, process, improvement, invention or discovery (whether patentable or not) which you (whether alone or with any other person) make, conceive, create, develop, write, devise or acquire at any time during your Employment and which relates or could relate directly or indirectly to the Businesses.
 
"Material Interest" means:
 
(a) the holding of any position (whether employed or engaged) or the provision of services as director, officer, employee, consultant, adviser, partner, principal, agent or volunteer;
 
 
 
(b) the direct or indirect control or ownership (whether jointly or alone) of any shares (or any voting rights attached to them) or debentures save for the ownership for investment purposes only of not more than 5 per cent of the issued ordinary shares of any company whose shares are listed on any Recognised Exchange; or
 
(c) the direct or indirect provision of any financial assistance.
2
"Model Code" means the Model Code on directors' dealings in securities set out in the Listing Rules contained in the FSA handbook.
 
"New Employer" means the company to which your employment transfers if the Change of Control results in a transfer pursuant to the Transfer of Undertaking (Protection of Employment) Regulations 2006.
 
"Pension Scheme" means the scheme referred to in clause 10.
 
"Recognised Exchange" means any of a recognised investment exchange (as defined in s 285 Financial Services and Markets Act 2000 ("FSMA")), an overseas investment exchange (as defined in s 313 FSMA), or a relevant market (as defined in article 37 FSMA 2000 (Financial Promotion) Order 2001.
 
"Schemes" means such schemes as the Company may operate from time to time and which are referred to in clause 13.1.
 
"Termination Date" means the date on which the Employment terminates.
 
"Works" means all works including without limitation all copyright works or designs originated, conceived, developed or written by you alone or with others during the Employment which relate to or could relate to the Businesses.
 
1.2 In this Agreement, unless the context otherwise requires:
 
(a) words in the singular include the plural and vice versa and words in one gender include any other gender;
 
(b) a reference to a statute or statutory provision includes:
 
(i) any subordinate legislation (as defined in Section 21(1), Interpretation Act 1978) made under it; and
 
(ii) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;
 
(c) a reference to:
 
 
 
(i) a "person" includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality);
 
(ii) clauses and schedules are to clauses and schedules of this Agreement and references to sub‑clauses and paragraphs are references to sub‑clauses and paragraphs of the clause or schedule in which they appear; and
 
(iii) "indemnify" and "indemnifying" any person against any circumstance include indemnifying and keeping him harmless from all actions, claims and proceedings from time to time made against him and all loss or damage and all payments (including fines, penalties and interest, costs or expenses) made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;
 
(d) Except where otherwise stated, words and phrases defined in the City Code on Take-overs and Mergers or in the Companies Act 2006 have the same meaning in this Agreement.
3
2. Appointment
 
The Company appoints you and you agree to serve as Senior Vice President of Marketing of the Company or such other position as the Company may reasonably require from time to time on the terms of this Agreement.
 
3. Term
 
3.1 Your Employment with the Company shall commence on the Commencement Date.  Your previous employment with the Company which began on 16 September 1994 and your previous employment with CAI which began on 1 July 1992   shall count as part of your continuous period of employment.
 
3.2 Subject to the terms of this Agreement, your Employment shall continue until terminated by either party giving to the other not less than   12 months' prior written notice.
 
4. Duties
 
4.1 You shall carry out such duties as attach to your office of Senior Vice President of Marketing and any other duties for the Company and/or any Group Company (whether or not commensurate with your position) which the Chief Executive Officer or the Board assigns to you from time to time. Subject to the terms of this Agreement, your duties will include, without limitation, the following:
 
(a) responsibility for relations with the Company's customers;
 
(b) responsibility for the Company's marketing staff.
 
4.2 Without additional remuneration, you shall accept and hold for such period(s) as specified by the Board, any office(s) including any post(s) as director, company secretary, trustee, nominee and/or representative of the Company and/or any Group Company.
 
4.3 Subject to the terms of this Agreement, you shall:
 
(a) devote the whole of your working time and attention to the Employment;
 
(b) perform the Duties faithfully and diligently and exercise such powers consistent with those Duties as are assigned to or vested in you by the Company and/or any Group Company and in all cases you shall do so jointly with any person(s) appointed by the Board from time to time and in   line with Group signing authorities and other procedures in force from time to time;
 
 
 
(c) comply with all common law, fiduciary and statutory duties to the Company and any Group Company, including, but not limited to the seven statutory duties set out in s 171 – 177 Companies Act 2006, so far as they are in force;
 
(d) obey all lawful and reasonable directions of the Board;
 
(e) observe in form and spirit such restrictions or limitations as may from time to time be imposed by the Board;
 
(f) implement and observe in form and spirit any relevant Company and/or Group Company policy, procedures, rules and regulations (whether formal or informal);
 
(g) use your best endeavours to foster the Company's interests and save where this causes a conflict with the Company's interests, those of its other Group Companies;
 
(h) report to the Board any relevant wrongdoing (including any misconduct or dishonesty) whether committed, contemplated or discussed by any director, employee or worker of the Company and/or any Group Company of which you are aware and irrespective of whether this may involve any degree of self incrimination; and
4
(i) keep the Board properly and fully informed in such manner prescribed (with explanations where requested) of your compliance with the Duties and the affairs of the Company and/or any Group Company.; and
 
(j) do such things necessary to ensure that you and the Company and/or any relevant Group Company comply with the UK Corporate Governance Code (as amended from time to time) .
 
5. Hours of work
 
You shall work such hours as may be necessary for the proper discharge of your Duties.  You agree that your employment falls within Regulation 20 of the Working Time Regulations 1998.
 
6. Place of Work
 
6.1 Your principal place of work shall be at Kingsgate, 1 King Edward Road,  Brentwood, Essex CM14 4HG.  The Company reserves the right to change your principal place of work on giving reasonable prior notice to you.
 
6.2 You shall travel to and work on a temporary basis from such locations within and outside of the United Kingdom as the Board may reasonably require.  You will be required to travel extensively on Company and any Group Company business both within in the UK, Europe and Worldwide for the proper performance of your Duties. There is no current requirement for you to work outside the United Kingdom for any consecutive period of one month or more.
 
7. Expenses
 
7.1 The Company will reimburse to you (or as the case may be procure the reimbursement of) all expenses wholly, properly and necessarily incurred by you in the performance of the Duties subject to production within 30 days of the expense being incurred of such receipts or other evidence of expenditure as the Company may reasonably require in accordance with the Company's policy on expenses in force from time to time.
 
7.2 You must take good care of your Company credit card and use it solely for expenses incurred by you in carrying out the Duties and in accordance with any applicable Company policy in force from time to time.  The loss of any such card must be reported immediately to the Company and it must be returned to the Company immediately upon request.
 
8. Salary
 
8.1 You will be paid a salary of £224,865 per annum, subject to deduction of such tax and national insurance as the Company is required by law to deduct and which is inclusive of any fees you are entitled to as a director or Company Secretary of the Company and/or any Group Company.
 
8.2 Your salary will accrue from day to day and is payable in equal monthly instalments in arrears on or about the first day of each month, directly into a bank or building society account nominated by you.
8.3 Your salary will be reviewed by the Board on or about 1 st July each year, save where you are working under notice of termination.  There is no obligation on the Board to increase your salary.  Any increase awarded will be effective from the date specified by the Board.
 
8.4 The Company may, in its absolute discretion, pay additional remuneration to you, whether by way of bonus or otherwise.  Any such payment shall not form part of your salary for the purposes of this clause 8.
5
9. Bonus
 
9.1 The Company may award you a bonus of such amount and subject to such conditions (including, but not limited to, conditions for and timing of payment) as the Board may in its absolute discretion determine from time to time.  The Board reserves the right to award a nil bonus.
 
9.2 Any bonus awarded to you shall be purely discretionary, shall not form part of your contractual remuneration under this Agreement and shall not be pensionable.  The making of an award shall not oblige the Company to make any subsequent bonus awards.
 
9.3 Notwithstanding clause 9.1, you shall have no right to be awarded or where an award has been made, paid a bonus (pro rata or otherwise) if:
 
(a) you have not been employed throughout the whole of the financial year to which the bonus relates; or
 
(b) you are subject to any capability and/or disciplinary procedures; and/or
 
(c) your employment has terminated (whether lawfully or unlawfully) or you are under notice of termination (whether given by you or the Company).
 
9.4 If you have been notified that you are under investigation in accordance with our disciplinary or capability procedure then your eligibility to be considered for a discretionary bonus will be postponed pending the conclusion of any such investigation and any subsequent disciplinary hearing or capability meeting.
 
10. Pension
 
10.1 You are eligible to join the Company's group personal pension scheme (or such other pension scheme as may be set up by the Company to replace its group personal pension scheme) subject to the rules and eligibility requirements of the scheme, as amended from time to time, and subject to the Company deciding to discontinue the scheme.
 
10.2 During each year of the Employment, the Company shall match your contributions to the pension scheme up to a maximum amount equal to 4% of your base salary as specified in clause 8.1.  The Company's contributions to the pension scheme will be made in equal monthly instalments in arrears (pro rated in the years your employment commences and terminates for each complete calendar month worked).  Your contributions will be made by way of deductions from salary.  For the avoidance of doubt, if you wish to contribute more than 4% of your base salary then the Company's contribution will be 4% of your base salary.  Contributions to the pension scheme shall be subject to the rules of the scheme and the tax relief and exemptions available from HMRC, as amended from time to time.
 
10.3 A contracting out certificate is not in force in respect of the Employment.
 
11. Share Option and Long Term Incentive Plan
 
11.1 The terms of the Employment shall not be affected in anyway by your participation or entitlement to participate in any long term incentive plan or share option scheme. Such schemes and/or plans shall not form part of the terms of the Employment (express or implied).
 
11.2 In calculating any payment, compensation or damages on the termination of the Employment for whatever reason (whether lawful or unlawful) which might otherwise be payable to you, no account shall be taken of your participation in any such schemes and/or plans referred to in clause 11.1 or any impact upon participation such termination may have.
 
11.3 This clause 11 does not in any way indicate any right or entitlement to participate in any such schemes and/or plans.
6
12. Car Allowance
 
12.1 Subject to you holding a valid licence to drive a car in the United Kingdom, the Company will pay you a car allowance at the rate notified to you by the Company from time to time for use of your own car in performing your Duties.  This car allowance shall be payable together with and in the same manner as your salary, but shall not be treated for any purpose as part of your salary and shall not be pensionable.
 
12.2 You shall be entitled to be reimbursed by the Company for the cost of fuel incurred during business use in accordance with the Company's car policy from time to time in force.
 
12.3 If you are disqualified from driving, you shall notify the Company immediately.
 
13. Other Benefits
 
13.1 Subject to clauses 13.2 to 13.6 below, you shall be entitled to participate in such of the following schemes as the Company may operate from time to time:
 
(a) the permanent health insurance scheme;
 
(b) the life assurance scheme; and
 
(c) the private medical expenses insurance scheme.
 
13.2 Participation and entitlement to benefits under any of the Schemes is subject to:
 
(a) the terms of the relevant Scheme as amended from time to time;
 
(b) the rules or policies as amended from time to time of the relevant Scheme provider;
 
(c) acceptance by the relevant Scheme provider; and
 
(d) satisfaction of the normal underwriting requirements of the relevant Scheme provider and the premium being at a rate which the Company considers reasonable.
 
13.3 The Company shall only be obliged to make any payment under any Scheme where it has received payment from the relevant Scheme provider for that purpose.  If a Scheme provider refuses to provide any benefit to you, whether based on its own interpretation of the terms and/or rules of the relevant Scheme or otherwise, the Company shall not be liable to provide you with any replacement benefit whatsoever or pay any compensation in lieu of such benefit.
 
13.4 The Company, in its absolute discretion, reserves the right to discontinue, vary or amend any of the Schemes (including the provider and/or level of cover provided under any Scheme) at any time on reasonable notice to you.
 
13.5 Any other benefit provided to you shall, unless otherwise agreed in writing, be at the absolute discretion of the Company who may, at any time, withdraw or vary the terms of any such benefit as it sees fit.
 
13.6 You agree that the Company shall be under no obligation to continue this Agreement and the Employment so that you continue to receive benefits under this Agreement. In particular, you agree that the Company may terminate the Employment notwithstanding any rights which you may have to participate in and/or obtain benefits under any permanent health insurance scheme which the Company operates from time to time.  You agree that you shall have no entitlement to compensation or otherwise from the Company and/or any Group Company for the loss of any such entitlements and/or benefits.
7
14. Holidays
 
14.1 In addition to the usual public or bank holidays in England and Wales, you are entitled to 25 working days' paid holiday in each Holiday Year (pro rated to the nearest half day for the Holiday Year in which the Employment commences and terminates).
 
14.2 Holiday must be taken at such times as are agreed with the Board.  On giving at least 5 days notice, the Company may require you to take any accrued but untaken holiday where you are under notice of termination (including where you are on garden leave pursuant to clause 20).
 
14.3 You may not carry forward any part of your holiday entitlement to a subsequent Holiday Year.   Save as provided for in clause 14.4 no payment in lieu will be made of any unused holiday entitlement in any Holiday Year.
 
14.4 On termination of the Employment:
 
(a) you will be entitled to pay in lieu of any accrued but untaken holiday entitlement; and/or
 
(b)
you will be required to repay to the Company any salary received for holiday taken in excess of your accrued entitlement (which you agree may be deducted from any payments, including salary, due to you from the Company).
 
Any payment or repayment pursuant to this clause will be calculated on the basis of 1/260 of your salary payable pursuant to clause 8 for each day of holiday.
 
15. Sickness Absence
 
15.1 If you are unable to perform the Duties due to sickness or injury, you must comply with the Company's sickness policy from time to time in force   report this on the first working day of such sickness or injury to the Group Vice President of Human Resources   indicating so far as practicable the date on which you expect to return to work.  You shall keep the Company informed and provide it with such certification of your condition as it may require.
15.2 If at any time in the reasonable opinion of the Board you are unable to perform all or part of the Duties due to sickness or injury, you will at the request and expense of the Company:
 
(a) consent to an examination by a doctor nominated by the Company; and
 
(b) authorise the doctor to disclose to and discuss with the Company, his or her report (including copies) of the examination and your fitness for work.
 
15.3 The Company is entitled to rely on the reasonable opinion of any doctor engaged to examine you under clause 15.2 as to your fitness for work.  Where such doctor considers you to be unfit for work, you are not entitled to receive any payment in excess of any sick pay entitlement pursuant to clause 16.
 
15.4 If you are incapable of performing your Duties due to sickness or injury for a period or periods aggregating at least 90   days in any period of 12 months, the Company may by not less than 3 months' prior written notice given at any time terminate the Employment, even where, as result of such termination, you would or might forfeit your entitlement to benefit from sick pay under clause 16 below or any other benefit (including permanent health insurance pursuant to clause 13) and you agree that you shall have no entitlement to compensation or otherwise from the Company and/or any Group Company for the loss of any such entitlements and/or benefits.
 
16. Sick Pay
 
16.1 Subject to compliance with clause 15 and clauses 16.2 and 16.4 below, you will be entitled to your salary (pursuant to clause 8.1) and, subject to the rules of any applicable scheme, any contractual benefits for a total of 12 weeks absence in any period of 12 consecutive months and after that such remuneration or benefits (if any) as the Board may in its absolute discretion determine from time to time.  Any payment made to you under this clause is inclusive of your entitlement (if any) to statutory sick pay (for which your qualifying days are Monday to Friday).
8
16.2 Where your absence(s) exceed(s) 12 weeks in any period of 12 consecutive months, you shall have no entitlement to any remuneration or benefits pursuant to clause 16.1 (whether or not the Board has exercised its discretion to provide any additional remuneration or benefits for any absence(s) in excess of the 12 weeks referred to in that clause) until you have returned to work and remained at work for a continuous period of 12   weeks.
 
16.3 For the purpose of clauses 16.1 and 16.2, any delay by the Company in terminating the provision of sick pay and/or any other remuneration and/or benefits will not constitute a waiver of its right to do so.
 
16.4 If your sickness or injury is or appears to be caused by the negligence, nuisance or breach of any statutory duty of a third party, in respect of which damages are or may be recoverable you shall:
 
(a) immediately notify the Board of all relevant facts and of any claim, compromise, settlement or judgement made or awarded in connection with it and all relevant particulars that the Board may reasonably require; and
 
(b) if required by the Board, refund to the Company that part of any damages or compensation recovered by you relating to your loss of earnings for the period of sickness or injury as the Board reasonably determines provided that the amount to be refunded shall not exceed the total amount paid to you by the Company in respect of the period of sickness or injury.
 
16.5 This clause 16 is without prejudice and does not limit in anyway the Company's right to terminate your employment pursuant to this Agreement.
 
17. Obligations during Employment
 
17.1 Save with the prior written permission of the Board, you shall not during your employment (whether during or outside normal working hours):
 
(a) hold any Material Interest in any person which:
 
(i) is or shall be wholly or partly in competition with any of the Businesses;
 
 
 
(ii) impairs or might reasonably be thought by the Company to impair your ability to act at all times in the best interests of the Company and/or any Group Company; and/or
 
(iii) requires or might reasonably be thought by the Company to require you to make use of or disclose any Confidential Information to further your interests in that person;
 
(b) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businesses;
 
(c) carry out any public or private work other than the Duties (whether for profit or otherwise);
 
(d) directly or indirectly receive in respect of any goods or services sold or purchased or any other business transacted (whether or not by you) by or on behalf of the Company and/or any Group Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by the relevant Company and/or Group Company rules or guidelines.  You will account to the Company for the value of any such inducement.
9
17.2 You shall observe relevant rules of law and the Company guidelines/codes relating to dealings in shares, debentures or other securities of the Company and/or any Group Company.  In relation to overseas dealing you shall observe all laws and all regulations of the stock exchange, market or dealing system in which country or state such dealings take place.
 
18. Confidential Information
 
18.1 You shall not either during the Employment or at any time after its termination (howsoever arising), directly or indirectly, use, disclose or communicate to any person whatsoever, and shall use your best endeavours to prevent the publication or disclosure of, any Confidential Information.
 
18.2 Clause 18.1 does not apply to:
 
(a) any use or disclosure in the proper performance of the Duties, as authorised by the Board and/or as required by law;
 
(b) any information which is already in or comes into the public domain other than through your unauthorised disclosure; and/or
 
(c) any protected disclosure within the meaning of s43A Employment Rights Act 1996 provided, where at the relevant time you are employed by the Company, you have fully complied with the Company's procedures relating to such disclosures.
 
19. Intellectual Property
 
19.1 You shall promptly disclose to the Company full details of any Invention and/or Works (including, without limitation, any and all computer programs, photographs, plans, records, drawings and models) which you (whether alone or with any other person) make, conceive, create, develop, write, devise or acquire at any time during the Employment and which relates or could relate directly or indirectly to the Businesses.  You shall treat all Inventions and Works as Confidential Information of the Company and/or any Group Company.
 
19.2 To the extent not already vested in the Company and/or any Group Company by operation of law, you:
 
(a) shall hold any Invention and/or Work on trust for the Company and/or any Group Company until any rights to such Invention and/or Work have been fully and absolutely vested in the Company in accordance with the remaining provisions of this clause 19;
 
(b) shall subject to clauses 39-43 of the Patents Act 1977 assign to the Company all patents and rights to apply for patents or other appropriate forms of protection in each Invention throughout the world;
 
 
 
(c) hereby assign by way of present and future assignment all copyright, design rights and other proprietary intellectual property rights (if any) for their full terms throughout the world in respect of the Works.
 
(d) shall execute any document necessary to assign to the Company any rights referred to under this clause 19 and at the request and expense of the Company, do all things necessary or desirable (including entering into any agreement that the Company reasonably requires) to vest such rights in the Company including without limitation applying and joining in with the Company in applying for any protection for or registration of any such rights to enable the Company and/or any Group Company and/or its or their nominee to obtain the full benefit and/or substantiate the rights of the Company and/or any Group Company under paragraphs (a), (b) and (c).
 
19.3 You acknowledge and agree that the patenting and exploitation of any Invention shall be at the sole discretion of the Company.
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19.4 You irrevocably and unconditionally waive in favour of the Company and/or any Group Company any and all moral rights conferred on you by Chapter IV, Part I, Copyright Designs and Patents Act 1988 and any other moral rights provided for under the laws now or in future in force in any part of the world for any Work the rights in which are vested in the Company whether by clause 19.2 or otherwise.
 
20. Garden Leave
 
20.1 During any period of notice to terminate the Employment (whether given by you or the Company), or if you purport to terminate the Employment in breach of this Agreement, the Board may for all or part of that period, in its absolute discretion (and notwithstanding any other provisions of this Agreement) require you:
 
(a) to perform only such of the Duties as it may allocate to you or such other projects or duties as may be required (whether or not they fall within clause 4);
 
(b) not to perform any of the Duties;
 
(c) not to have any contact (other than purely social contact) or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company and/or any Group Company save as determined by the Board;
 
(d) to disclose to the Board any attempted contact (other than purely social contact) with any person with whom you have been required not to have any contact pursuant to this clause;
 
(e) to take any accrued holiday entitlement (in accordance with clause 14.2);
 
(f) not to enter any premises of the Company and/or any Group Company nor to visit the premises of any suppliers and/or customers of the Company and/or any Group Company;
 
(g) to return as requested by the Board any mobile telephone handset, SIM card, laptop computer and/or any other Company and/or Group Company property, including Confidential Information, the Board may require; and/or
 
 
(h) to resign immediately from any offices you hold in the Company and/or any Group Company.
 
20.2 You agree that any action taken on the part of the Company and/or any Group Company pursuant to clause 20.1 shall not constitute a breach of this Agreement of any kind whatsoever nor will you have any claim against the Company and/or any Group Company in respect of such action.
 
20.3 Without prejudice to any other terms of this Agreement and save as expressly agreed otherwise in clause 20.1 above, during any period in which action is taken on the part of the Company and/or any Group Company pursuant to clause 20.1:
 
(a) you shall continue to be entitled to your salary and contractual benefits save that, should you work for any other person or on your own account and fail to be available for work at any time, your right to salary and contractual benefits in respect of such period of non-availability shall be forfeit, notwithstanding any other provision of this Agreement;
 
(b) you shall owe a duty of utmost good faith to the Company and/or any Group Company; and
 
(c) you shall remain an employee of the Company and be bound by the terms and conditions of this Agreement.  In particular, you agree that you will not work for any other person or on your own account and, save during any periods of holiday taken under this Agreement, you shall remain readily contactable and available to work for the Company and/or any Group Company.
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21. Payment in lieu of notice
 
21.1 The Company may in its absolute discretion, terminate the Employment at any time with immediate effect and pay you a sum equal to the basic salary you would have received during your notice period pursuant to clause 3.2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions ( "Payment in Lieu" ).The Payment in Lieu shall not include any payment in respect of:
 
(a) any bonus or commission payments that might otherwise have been paid to you during the period for which the Payment in Lieu is made;
 
(b) benefits which you would have been entitled to receive during the period for which the Payment in Lieu is made; or
 
(c) any holiday entitlement that would have accrued to you during the period for which the Payment in Lieu is made.
 
21.2 Subject to clause 21.3, the Company will make any payment pursuant to clause 21.1, at its absolute discretion, either within 14 days of the termination of your employment or in equal monthly instalments in arrears until the date on which the period of notice referred to in clause 21.1 would have expired.
 
21.3 If the Company chooses to make the Payment in Lieu in instalments, you undertake to seek and take up, as soon as reasonably practicable, any opportunity to earn alternative income (whether in the form of cash or benefits in kind) over the period in which the instalments are to be made. You undertake to inform the Company in writing as soon as you receive an offer of any such opportunity and to disclose to the Company the gross amount of any such income.  You agree that the instalment payments will be reduced (including to zero) by the amount of such income you earn and/or are entitled to earn over the period in which such instalments are to be made.  You agree that no further payments will become payable to you under this clause 21 with effect from the first day of taking up such opportunity.
 
21.4 You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 21.1. Nothing in this clause 21 shall prevent the Company from terminating your Employment in breach.
 
22. Change of Control
 
22.1 If there is a Change of Control and, within 24 months following the Change of Control directly or indirectly in connection with it:
 
(a) your Employment is terminated unlawfully and/or in breach of the terms of this Agreement; or
 
(b) you terminate your Employment in response to a fundamental breach of contract,
 
the Company or your New Employer (as applicable) shall, subject to clause 22.2 below, pay the Agreed Sum to you within one month following the Termination Date. The Agreed Sum shall be payable less any income tax and National Insurance contributions which are legally required to be deducted.
 
22.2 The payment of the Agreed Sum shall be conditional on and in consideration of:
 
 
 
(a) your complying with (and continuing to comply with) your obligations relating to confidentiality, intellectual property, restrictive covenants, property and resignation as set out in clauses 18, 19, 26, 27 and 28 respectively;
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(b) clause 26 applying notwithstanding that your Employment may, or without the payment of the Agreed Sum might, otherwise have been repudiated by the Company or your New Employer (as applicable); and
 
(c) you executing such documents in a form reasonably acceptable to the Company or your New Employer (as applicable) as it may require to effect the termination of your Employment and your resignation from any appointments in full and final settlement of all and any claims or rights of action that you have or may have against the Company, any Group Company and/or your New Employer whether arising out of your Employment or its termination.
 
22.3 For the avoidance of doubt, the payment of the Agreed Sum shall not affect your entitlement to any of the following:
 
(a) any accrued but unpaid salary (including in relation to any period of notice or payment in lieu of notice);
 
(b) any payment in lieu of accrued but unused holiday; or
 
(c) the reimbursement of expenses, provided that all claims for reimbursement are submitted within four weeks after the Termination Date,
 
in relation, in each case, to the period before the Termination Date.
 
23. Summary Termination
 
23.1 The Company may terminate the Employment at any time, without notice or pay in lieu of notice, and with no liability to make any further payment to you, save for the amounts accrued due to the Termination Date, if:
 
(a) you commit any act of gross misconduct;
 
(b) your conduct (whether or not it occurs during or in the context of the Employment) is such that it may in the reasonable opinion of the Board bring the Company and/or any Group Company into disrepute and/or is calculated or likely prejudicially to affect the interests of the Company and/or any Group Company;
 
(c) you are negligent and/or incompetent in the reasonable opinion of the Board in the performance of your Duties;
 
(d) you commit any serious or repeated breach of this Agreement;
 
(e) you are convicted of any criminal offence (other than an offence under the road traffic legislation in the United Kingdom or abroad for which you are not sentenced to any term of imprisonment, whether immediate or suspended);
 
(f) you commit any act of fraud or dishonesty or corrupt practice or a breach of the Bribery Act 2010 relating to the Company and/or any Group Company, any of its or their employees, customers or otherwise;
 
 
 
(g) you become prohibited by law from being a director, you are removed from office of director pursuant to the Company's articles of association or you resign as a director other than with the prior written approval or at the written request of the Board or pursuant to clause 28;
 
(h) you become of unsound mind or a patient for the purposes of any statute relating to mental health so that in the opinion of the Board you are unable to perform your Duties;
 
(i) a bankruptcy petition is presented against you or you become bankrupt or an interim order is made in respect of you pursuant to section 252 of the Insolvency Act 1986 or you make any arrangement or composition with your creditors generally (including an Individual Voluntary Arrangement) or have a County Court administration order made against you under the County Court Act 1984.
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23.2 The rights of the Company under clause 23.1 are without prejudice to any other rights that it may have at law to terminate the Employment or accept any breach of this Agreement by you as having brought the Agreement to an end and any delay by the Company in exercising its rights under clause 23.1 shall not constitute a waiver of such rights.
 
24. Retirement
 
The Company has no fixed retirement age although this will be reviewed from time to time to reflect business needs.
 
25. Reconstruction and Amalgamation
 
If the Employment is terminated by reason of any reconstruction or amalgamation of the Company and/or any Group Company whether by winding up or otherwise and you are offered employment with any concern or undertaking involved in or resulting from such reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this Agreement, you shall have no claim against the Company or any such undertaking arising out of or in connection with such termination.
 
26. Obligations after Employment
 
Without prejudice to the other terms of this Agreement, you agree that following the termination of your Employment for any reason whatsoever, you will be bound by and you will comply with the terms and conditions set out in Schedule 1 to this Agreement.
 
27. Property
 
At any time during the Employment or following its termination (for whatever reason), as requested by the Company and/or any Group Company, you agree to:
 
(a) return to the Company and/or any Group Company or irretrievably destroy or delete:
 
(i) any documents, drawings, designs, computer files or software, visual or audio tapes or other materials containing information (including, without limitation, Confidential Information) and/or any copies or extracts of the same relating to the Businesses; and
 
(ii) any other property of the Company and/or any Group Company
 
in your possession, custody and/or directly or indirectly under your control;
 
 
 
(b) inform the Company of all passwords, pass codes, pin numbers and any other similar information used by yourself in relation to any information technology systems, vehicles, rooms and/or any other secured property of the Company and/or any Group Company.
 
28. Resignation from Appointments
 
At any time, at the request of the Company and/or any Group Company, you agree to resign from any directorships, offices, appointments and/or trusteeships which you hold with the Company and/or any Group Company without claim for compensation and your resignation shall not affect in anyway the continuance of this Agreement.
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29. Suspension
 
In order to investigate a complaint against you of misconduct and/or poor performance, the Company may suspend you for so long as may be necessary to carry out a proper investigation and complete any appropriate disciplinary and/or capability process.  During any period of suspension you shall continue to receive your salary and contractual benefits.
 
30. Disciplinary and Dismissal Rules
 
30.1 You are subject to the Company's disciplinary rules and procedures   in force from time to time a copy of which is available from the Group Vice President of Human Resources and such other procedures of this nature as may from time to time be adopted.  Application of any such procedure is at the Company's discretion and is not a contractual entitlement.
 
30.2 If you are dissatisfied with any disciplinary decision to dismiss you, you should refer such dissatisfaction in writing to Group Vice President of Human Resources, who will proceed in accordance with the appeal procedure set out in the appropriate Company procedure.
 
31. Grievance
 
If you have any grievance relating to the Employment (other than one relating to a disciplinary decision or a decision to dismiss you), you should refer such grievance in writing to the Group Vice President of Human Resources in accordance with the Company's grievance procedure in force from time to time (a copy of which is available from Group Vice President of Human Resources.  If the grievance is not resolved at this stage, you can appeal in accordance with the appeal procedure set out in the grievance procedure.  Application of the grievance procedure is discretionary and not a contractual entitlement.
 
32. Data Protection
 
32.1 The Company and any Group Company shall process your personal data (including, where necessary, sensitive personal data, such terms being defined in the Data Protection Act 1998) in their paper-based and computerised systems.  You consent to the processing of such data both inside and, where necessary, outside the European Economic Area for the purposes of:
 
(a) salary, benefits and pensions administration and employee management;
 
(b) health administration and for the purposes of health insurance/benefits;
 
(c) training and appraisal, including performance records and disciplinary records;
 
(d) equal opportunities monitoring;
 
 
 
(e) any potential change of control of the Company and/or Group Company, or any potential transfer of employment under the Transfer of Undertakings (Protection of Employment) Regulations 2006.  In such circumstances, disclosure may include disclosure to the potential purchaser or investor and their advisors;
 
(f) promoting or marketing of the Company and/or any Group Company and/or its or their products or services;
 
(g) compliance with applicable procedures, laws and regulations; and/or
 
(h) any other reasonable purposes in connection with your employment about which you shall be notified from time to time.
 
32.2 You acknowledge and accept that in order to fulfil the purposes set out above, it may be necessary to pass your personal data (or sensitive personal data, as appropriate) to regulatory bodies, government agencies and other third parties as required by law or for administration purposes.
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32.3 You acknowledge and accept that the Company and/or any Group Company may monitor electronic correspondence (including email, voice and text messages) which you receive at work and/or on Company systems and/or property provided to you by the Company and/or any Group Company for the purposes of your work in order to ensure the integrity of its information technology or to prevent or detect criminal behaviour or behaviour which contravenes employment legislation and/or other Company and/or Group Company policies.
 
32.4 You agree to use all reasonable endeavours to keep the Company informed of any changes to your personal data or sensitive personal data and to comply with all relevant data protection legislation.
 
33. Warranty
 
33.1 You warrant that you are not bound by nor subject to any court order, arrangement, obligation (express or implied), restriction or undertaking (contractual or otherwise) which prohibits or restricts you from entering into this Agreement or performing the Duties.
 
33.2 You undertake to indemnify the Company and/or any Group Company against any claims, costs, damages, liabilities and/or expenses which the Company and/or any Group Company may incur as a result of any claim that you are in breach of any order, arrangement, obligation, restriction or undertaking referred to in clause 33.1.
 
33.3 You warrant that you are entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if you cease to be so entitled during the course of your employment.
 
33.4 You warrant that you have no previous convictions and have not previously been reported for or been subject to investigation for bribery related offences including, without limitation, offences under the Bribery Act 2010.
 
34. Deductions
 
You agree that at any time the Company may deduct from your salary or any other sums owed to you any money you owe to the Company and/or any Group Company.
 
35. Power of Attorney
 
If you fail to comply with any request(s) under clauses 19, 20 and 28, you irrevocably authorise the Company and/or any Group Company to appoint a person in your name and on your behalf to sign any documents or do any things necessary or requisite for the purposes of giving the Company and/or any Group Company and its or their nominee the full benefit of clauses 19,20 and 28, as applicable.
 
36. Collective Agreements
 
There are no collective agreements which affect the terms and conditions of your employment.
 
37. Entire Agreement
 
This Agreement together with any documents referred to in it sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (oral or written) in respect of your employment or engagement by the Company.  No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.
 
38. Third Parties
 
Unless expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
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39. Releases and waivers
 
39.1 The Company may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it in this Agreement by you without in any way prejudicing or affecting its rights in respect of any part of that liability or any other liability or right not so released, compounded, compromised, waived or postponed.
 
39.2 No single or partial exercise, or failure or delay in exercising any right, power or remedy by the Company shall constitute a waiver by it of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
 
40. Notices
 
40.1 Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be hand delivered, or sent by prepaid first class post or facsimile, with a confirmatory copy sent by prepaid first class post to, in your case, your last known residential address or, in the case of the Company, the Company Secretary at the Company's registered office.
 
40.2 A notice shall be deemed to have been served:
 
(a) at the time of delivery if delivered personally to a party or to the specified address;
 
(b) on the second working day after posting by first class prepaid post; or
 
(c) 2 hours after transmission if served by facsimile on a business day prior to 3pm or in any other case at 10 am on the business day after the date of despatch.
 
41. Governing law and jurisdiction
 
41.1 This Agreement shall be governed by and construed in accordance with English law.
 
41.2 Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the English courts.
 
In witness this Deed has been executed on the date appearing at the head of page 1.
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Schedule 1
(Post termination restrictions)

1. Definitions and interpretation
 
1.1 In this Schedule, unless the context otherwise requires, the following additional definitions shall apply (in addition to the definitions contained in the Agreement to which this Schedule is annexed and of which it forms a part):
 
"the Business" means the business of the Company or any part thereof and any other business or part thereof carried on by any Group Company as at the Termination Date and/or during the Protected Period and in respect of which the Duties have been materially concerned or about which you have acquired Confidential Information.
 
"Customer" means any person who at any time during the Protected Period was a customer of the Company or any Group Company and was a person with whom you had material personal dealings or in relation to whom you have acquired Confidential Information.
 
"Garden Leave Period" means any period during which the Company has exercised its rights pursuant to clause 20 of the Agreement to which this Schedule is annexed.
 
"Goods and/or Services" means any goods and/or services competitive with those supplied by the Company or any Group Company at any time during the Protected Period and in relation to which you were materially involved or concerned or for which you were responsible during that period.
 
"Key Employee" means any person who at any time during the Protected Period is or was employed or engaged by the Company or any Group Company in a senior, managerial, sales, marketing, technical or supervisory capacity and with whom you dealt during that period.
 
"Prospective Customer" means any person who was at any time during the Protected Period engaged in negotiations, with which you were personally involved, with the Company or any Group Company with a view to obtaining goods or services from the Company or any Group Company or in relation to whom you have acquired Confidential Information.
 
"Protected Period" means the 12 months immediately preceding the earlier of the Termination Date and the commencement of any Garden Leave Period.
 
"Restriction Period" means the period of 9 months following the Termination Date less any Garden Leave period.
 
"Supplier" means any person with whom you have had material dealings as part of the Duties during the Protected Period and who has during that period supplied goods or services to the Company or any Group Company on terms other than those available to another purchaser in the market during that period, whether by reason of exclusivity (either de facto or contractually obliged), price or otherwise.
 
2. Obligations after employment
 
2.1 You shall not for the period of 6 months after the Termination Date less any Garden Leave Period hold a Material Interest in a business or venture which:
 
(a) is or is about to be in competition with the Business or any part thereof; or
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(b) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by you in order for you to properly discharge your duties to or further your interest in that business or venture.
 
2.2 The provisions of clause 2.1 shall not operate so as to prevent you from being engaged, concerned or interested in any business or venture in so far as your work for that business or venture shall relate solely to services or activities with which the Duties were not concerned to a material extent or in relation to which you were not responsible and in relation to which you held no Confidential Information during the Protected Period.
2.3 You shall not for the Restriction Period in respect of any Goods and/or Services:
 
(a) deal with or supply any Customer;
 
(b) deal with or supply any Prospective Customer; or
 
(c) offer employment or any contract for services to or employ or engage any Key Employee.
 
2.4 You shall not for the Restriction Period in respect of any Goods and/or Services:
 
(a) solicit, facilitate the solicitation of or canvass the custom or business of any Customer;
 
(b) solicit, facilitate the solicitation of or canvass the custom or business of any Prospective Customer; or
 
(c) solicit or entice or endeavour to solicit or entice any Key Employee to leave his employment with or cease his directorship or consultancy with the Company or any Group Company, whether or not that person would breach any obligations owed to the Company or any relevant Group Company by so doing.
 
2.5 You shall not for the Restriction Period
 
(a) deal with or accept the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Company’s arrangement with the Supplier is diminished; or
 
(b) solicit, facilitate the solicitation of or canvass the supply of any goods or services from any Supplier where such supply is likely to be the detriment of any Group Company whether by causing the Supplier to reduce or alter the terms or quantity of supply to the Group Company or where the value of the Group Company’s arrangement with the Supplier is diminished;
 
2.6 If, at any time during the Employment, two or more Key Employees leave the employment of the Company or any Group Company to provide Goods and/or Services for the same business or venture, you shall not, at any time during the 6 months following the last date on which any of those Key Employees was employed by the Company or any Group Company, be employed or engaged in any way with that business or venture in respect of any Goods and/or Services.
 
2.7 You shall not at any time after the Termination Date:
 
(a) induce or seek to induce by any means involving the disclosure or use of Confidential Information any Customer or Supplier to cease dealing with the Company or any Group Company or to restrict or vary the terms upon which it deals with the relevant Group Company;
 
 
 
(b) be held out or represented by you or any other person as being in any way connected with or interested in the Company or any Group Company; or
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(c) disclose to any person or make use of any Confidential Information (except as required by law).
 
3. General
 
3.1 You have given the undertakings in this Schedule to the Company as trustee for itself and each Group Company in the business of which you have been concerned or involved to any material extent during the Employment or which benefits from each undertaking.  You agree that each such Group Company may enforce the benefit of each such undertaking. You shall at the request and expense of the Company enter into direct undertakings with any such Group Company which correspond to the undertakings in this Schedule.
 
3.2 You agree that if the Company transfers all or any part of its business to a third party ("transferee"), the restrictions contained in this Schedule 1 shall, with effect from the date of you becoming an employee of the transferee, apply to you as if references to the Company included the transferee and references to any Group Companies were construed accordingly and as if references to customers or suppliers were of the Company and/or the transferee and their respective Group Companies.
 
3.3 You agree that if you have material business dealings in other foreign jurisdictions on behalf of any Group Company, you will enter into undertakings providing the same level of protection for each such Group Company with such modifications (if any) as are necessary to render such undertakings enforceable in those jurisdictions.
 
3.4 You acknowledge that you have had the opportunity to take independent legal advice in relation to the undertakings contained in this Schedule.
 
3.5 The obligations imposed on you by this Schedule extend to you acting not only on your own account but also on behalf of any other firm, company or other person and shall apply whether you act directly or indirectly.
 
3.6 You warrant that you believe the covenants contained within this Schedule to be reasonable as between the parties and that you have no present intention of ever arguing that the restraints are unreasonable or otherwise unenforceable.

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Executed as a Deed
 
by Daniel Hallahan              /s/ Daniel Hallahan
 
in the presence of:
 
Signature of witness :     /s/ Laura Boswell
 
Name:
 
Address:

Occupation:      Executive Marketing Associate

Executed as a Deed                                      )
(but not delivered until the date     )
appearing at the head of page 1) )
by Container Applications                  )
International (UK) Limited                   )
acting by Victor Garcia ,                      )
a director in the presence of:            )
 
 
/s/ Victor Garcia
 
Director
 
 
Signature of witness:
/s/ Steven Garcia
 
 
Name:
 
Address:

Occupation:           Vice President, Legal Affairs
 
 
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