0001550377-14-000006 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2014 • BakerCorp International, Inc. • Services-equipment rental & leasing, nec • Delaware

EMPLOYMENT AGREEMENT, dated as of July 17, 2013 (the “Employment Agreement”), by and between BakerCorp, a Delaware corporation (the “Company”), and John R. Friend (the “Executive”).

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AMENDMENT TO THE BAKERCORP INTERNATIONAL HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN MANAGEMENT NON-QUALIFIED STOCK OPTION AGREEMENT of DAVID IGATA
Management Non-Qualified Stock Option Agreement • April 16th, 2014 • BakerCorp International, Inc. • Services-equipment rental & leasing, nec

WHEREAS, BakerCorp International Holdings, Inc. (the “Corporation”) and David Igata (the “Optionee”) entered into the BakerCorp International Holdings, Inc. 2011 Equity Incentive Plan Management Non-Qualified Stock Option Agreement on June 29, 2011 (the “Agreement”);

Re: "At-Will" Employment and Severance Letter Agreement
At-Will Employment and Severance Agreement • April 16th, 2014 • BakerCorp International, Inc. • Services-equipment rental & leasing, nec • Delaware

This letter agreement ("Agreement") sets forth the terms under which, following consummation of the acquisition of all of the issued and outstanding stock of FTT Holdings, Inc. ("FTT"), which owns all of the issued and outstanding stock of Baker Tanks, Inc. (the "Company"), by LY BT! Holdings Corp. ("Holdings") pursuant to that certain Exchange and Securities Purchase Agreement, by and among Holdings, FTT and the Security Holders of FTT, dated as of the date hereof (the "Purchase Agreement"), David lgata, an individual resident of the State of California ("Executive") agrees, among other things, to (i) continue to be employed on an "at-will" basis by the Company, and (ii) receive severance benefits in certain circumstances, as specified in this Agreement. Notwithstanding anything contained herein to the contrary, this Agreement shall only become effective upon the closing of the transactions contemplated under the Purchase Agreement.

BAKERCORP INTERNATIONAL HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN FORM OF
Senior Management Non-Qualified Stock Option Agreement • April 16th, 2014 • BakerCorp International, Inc. • Services-equipment rental & leasing, nec

The terms and conditions of the BakerCorp International Holdings, Inc. 2011 Equity Incentive Plan (the “Plan”) are hereby incorporated by reference. Capitalized terms in this Non-Qualified Stock Option Agreement (the “Agreement”) that are not defined herein shall have the meanings stated in the Plan. In the case of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan shall be controlling.

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