Electro Rent Corporation STOCK UNIT AWARD AGREEMENT

Exhibit 10.20

Electro Rent Corporation
STOCK UNIT AWARD AGREEMENT

      Grant of Units . Pursuant to the compensation arrangement for non-employee directors 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). This Award represents a pro rata award for the period until the 2009 Shareholders’ Meeting.

      Vesting of Units . Seventy Five Percent (75%) of the Units are immediately vested and an additional twenty Five Percent (25%) will vest on September 1, 2009 if you are still a member of the Board on such date. In addition, all Units not otherwise vested will be vested in full if a Change of Control, your death or your Disability occurs while you are still a member of the Board.

      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 you cease to be a member of the Board for any reason. 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 as follows: (1) if the record date for the dividend is on or after the Grant Date but before the first anniversary of the Grant Date, payment shall be made within ten (10) days after that anniversary and (2) if the record date for the dividend is on or after the first anniversary of the Grant Date but before the Issuance Date, payment shall be made at the same time as payment of the dividend involved. 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.

     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 ceasing to be a director of Electro Rent before they vest. I further understand that I may not transfer my Award except under circumstances described in this Award and the Plan.

     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.

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 §83(b). If you want to make an election under IRC §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 b