EXHBIT
10.1
ELECTRO
RENT CORPORATION
STOCK
UNIT AWARD AGREEMENT
"Grantee":
[NAME]
"Grant
Date": July 16, 2009
Number
of Units Covered: [NUMBER]
Grant
of Units. As an employee of Electro Rent Corporation ("Electro
Rent"), you have been granted an award (your "Award") of the number
of stock units set forth above (each a "Unit") upon and subject to
the restrictions, terms and conditions set forth in Electro Rent's
2005 Equity Incentive Plan (the "Plan"), this letter and the
attached Terms and Conditions (the "Terms") (capitalized terms not
otherwise defined will be as defined in the Plan).
Vesting
of Units. One third (1/3) of the Units will vest on each of July
16, 2010, July 16, 2011 and July 16, 2012 to the extent that a
Termination of Employment for you has not occurred before the
relevant vesting date. In addition, all Units not otherwise vested
will be vested in full if a Change of Control, your death or your
Disability occurs before a Termination of Employment for
you.
Issuance of Shares.
Your Award represents the right to receive, and you will become the
owner of, one Share for each vested Unit as of the first to occur
(the "Issuance Date") of (a) January 1, 2015; (b) a Change of
Control; or (c) the date of your Termination of Employment. Any
Units not vested on or before the Issuance Date will be forfeited
and be of no further force or effect.
Dividends. Subject to
applicable withholding obligations, Electro Rent will pay to you an
amount per vested Unit equal to the amount of cash dividends paid
per share of Common Stock since the Grant Date within ten (10) days
after that vesting. No payment will be made with respect to Units
which never vest, or for dividends where the record date for the
dividend is before the Grant Date or on or after the Issuance
Date.
Please
review the Plan and the Terms carefully, as they control your
rights under your Award. Then sign (and if you are married, have
your spouse sign) one copy of this letter and return it to Craig
Jones. If you have any questions, please call him.
Very
truly yours,
Electro
Rent Corporation
By:__________________________
Its:_________________________
I
hereby accept this Award and have reviewed the Plan and the Terms.
I understand that I will not receive anything for Units under
certain circumstances, including my Termination of Employment
before they vest. I further understand that I may not transfer my
Award except under circumstances described in this Award and the
Plan.
_____________________________
"Grantee"
I agree
to be bound by all of the terms and conditions of the Award,
including those set forth in the Plan and the Terms.
Grantee's
Spouse
_____________________________
Name:________________________
Please
read carefully the summary of certain tax information below, and
discuss it with your tax advisor. You have only 30 days from the
Grant Date to make an election under IRC Section 83(b). If you want
to make an election under IRC Section 83(b), you are responsible
for preparing and filing the election.
TERMS
AND CONDITIONS
These
Terms and Conditions are attached to a letter (the "Award Letter")
from Electro Rent Corporation ("Electro Rent") granting an Award to
you, and are intended to govern that Award. All capitalized terms
not specifically defined in these Terms and Conditions have the
meanings set forth in the Award Letter or the Plan.
1.
Issuance of Certificate. Electro Rent will issue to you (or
following your death, your estate) a certificate of any Shares due
under this Award promptly after the Issuance Date. No consideration
will be due for the issuance of Shares hereunder, although you will
be responsible for any withholding taxes. Electro Rent shall not be
required to issue fractional shares of Common Stock upon settlement
of this Award. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event, or any distribution to
holders of Shares other than a cash dividend, the number and class
of securities subject to the Award shall be appropriately adjusted
by the Compensation Committee (the "Committee"). The decision of
the Committee regarding any such adjustment shall be final, binding
and conclusive.
2.
Restriction on Transfer; Voting Rights. This Award may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed
of or encumbered either voluntarily or by operation of law except
(i) by will or the laws of descent and distribution or (ii) to your
designated
