THIS AGREEMENT made as of the 1st day of January 2007 (the “Effective Date”) by and between TEXTAINER EQUIPMENT
MANAGEMENT (U.S.) LIMITED (“Employer”), a Delaware corporation, and JOHN A. MACCARONE (hereinafter referred to as
“Employee”) (jointly, the “Parties”).
Employee has been employed by Employer since the 1st day of November, 1987 (the “Employment Date”). The terms and
conditions of such employment are set forth in that certain employment agreement dated the 28th day of December 1993 by and
between Employee and Textainer Group Holdings Limited (the “Original Agreement”).
Employee and Employer desire to terminate the Original Agreement and replace it in its entirety with this Agreement except
as expressly provided in Clause 3(c) and Clause 14 herein.
In consideration of the mutual covenants and agreements hereinafter set forth, as of the Effective Date Employer hereby
hires Employee, and Employee agrees to accept such employment, upon the following terms and conditions:
“Affiliate” means, when used with reference to Employer (i) any entity that directly or indirectly through one or more
intermediaries controls or is controlled by or is under common control with the Employer; or (ii) any person or entity owning or
controlling ten percent (10%) or more of the outstanding voting securities of Employer. For the purposes of this definition,
“control”, when used with respect to any entity, means the power to direct the management and policies of such entity, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.
“Base Salary” means Employee’s annual base compensation in effect from time to time hereunder, which is US$660,000 as
of the Effective Date, exclusive of any short- or long-term incentive compensation, commissions or the value of any Benefit
“Base Salary Program” means the Base S