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THIRD AMENDMENT TO THE
EMPLOYMENT AGREEMENT
THIS THIRD
AMENDMENT TO THE EMPLOYMENT AGREEMENT (“Third
Amendment”), between United Rentals, Inc. (the
“Company”) and Michael J. Kneeland (the
“Executive”), is entered into on this 13th day of
March, 2009.
WHEREAS,
the parties entered into an Employment Agreement on August 22,
2008, which was subsequently amended on December 30, 2008 and
January 15, 2009 (collectively the “Employment
Agreement”);
WHEREAS,
the Employment Agreement provides for a certain Restricted Stock
Unit Grant as described within Section 3(c) of the Employment
Agreement;
WHEREAS,
the Company and Executive desire to replace the Restricted Stock
Unit Grant with an estimated equivalent-value grant of Stock
Options so as to align the form of grant with the form of long-term
incentive awards being given in 2009 to the Company’s other
officers and employees;
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree
as follows:
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1.
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Section 3(c) is deleted from
the Employment Agreement and replaced in its entirety as
follows:
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