FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)
is
entered into as of July 22, 2008 by and between Pac-Van, Inc., an Indiana
corporation (“Pac-Van”),
and
Xxxxxxxx X. Xxxxxxxxx (“Employee”
and
collectively with Pac-Van, the “Parties”).
RECITALS
WHEREAS,
the Parties entered into that certain Employment Agreement dated as of August
1,
2006 (the “Original
Agreement”);
and
WHEREAS,
in connection with the potential acquisition of Pac-Van by General Finance
Corporation ("GFN"), the Parties desire to amend the Original Agreement as
set
forth herein, and desire that, except as set forth in this Amendment, the
Original Agreement shall remain in full force and effect.
NOW
THEREFORE, in consideration of the premises and the respective representations,
warranties, covenants, agreements and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Original Agreement (without regard to this
Amendment).
2. Amendment.
Reference hereby is made to the Agreement and Plan of Merger of even date
herewith, among Pac-Van, Mobile Office Acquisition Corp., GFN and the other
parties named therein (the "Merger Agreement"). If, and only if, the Merger
(as
defined in the Merger Agreement) occurs, then on the Effective Time (as defined
in the Merger Agreement), Section 2 of the Original Agreement is
hereby
amended and restated in its entirety as follows:
“2.
Term
of Employment.
Employee’s employment under this Agreement shall commence on August 1, 2006 and
shall end on July 31, 2010 (“Initial
Term”)
or
such earlier date on which Employee’s employment is terminated under Section 6
of this Agreement (the “Expiration
Date”).”
Nothing
contained herein shall obligate the parties to the Merger Agreement to complete
the Merger. If the Merger Agreement is terminated prior to completion of the
Merger, this Amendment shall be void and of no force and effect without any
further action on the part of the parties hereto.
3. References.
All
references in the Original Agreement to “Agreement,” “herein,” “hereof,” or
terms of like import referring to the Original Agreement or any portion thereof
are hereby amended to refer to the Original Agreement as amended by this
Amendment.
4. No
Implied Amendments.
Except
as expressly provided herein, the Original Agreement is not being amended,
supplemented, or otherwise modified, and the Original Agreement shall continue
in force and effect in accordance with its terms.
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5. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original, but all such counterparts together shall constitute but
one
and the same agreement.
6. Successors
and Assigns.
This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
7. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the internal
laws (and not the law of conflicts) of the State of Indiana.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or
caused this Amendment to be executed on its behalf by a representative duly
authorized, as of the date first above written.
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PAC-VAN,
INC.
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By:
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/s/
Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx | |
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Title:
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Vice President of Finance | |
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/s/
Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx
X. Xxxxxxxxx
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