Exhibit 10.3
FORM OF
2001 COMPREHENSIVE STOCK
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
Awardee:
(“ Awardee ”)
Date of Grant:
Restricted Stock Units:
This RESTRICTED STOCK UNIT
AGREEMENT (this “ Agreement ”) is made as of
the Date of Grant set forth above by and between UNITED RENTALS,
INC. , a Delaware corporation, having an office at Five
Greenwich Office Park, Greenwich, CT 06831 (the “
Company ”), and Awardee, currently an executive of the
Company or an affiliate of the Company.
In consideration of the mutual
promises and covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Grant of Restricted Stock
Units . The Company, pursuant to its 2001 Comprehensive
Stock Plan, as amended (the “ Plan ”), which is
incorporated herein by reference, and subject to the terms and
conditions thereof, hereby grants to Awardee (also referred to as
“ you ”)
[ ]
Restricted Stock Units (the “ Units ”). Your
failure to sign and return a copy of this Agreement within 30 days
of receipt shall automatically effect a cancellation and forfeiture
of the Units, except as determined by the Company in its sole
discretion.
2. Vesting;
Forfeiture
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(i)
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Vesting. Provided you have remained continuously employed
by the Company through the relevant date of vesting (each, a
“ Vesting Date ”), the Units shall vest on the
following schedule:
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One-third of the Units shall vest on
each of the first, second and third anniversaries of the Date of
Grant.
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(ii)
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Forfeiture. Except as set forth in Section 7, if your
employment with the Company terminates for any reason whatsoever,
including, but not limited to, a termination by the Company for
“Cause” (as hereinafter defined), a resignation by you
without “Good Reason” (as hereinafter defined), or your
retirement (which is considered resignation by you without Good
Reason), all unvested Units shall be canceled and forfeited as of
the date of such termination.
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3. Transfer . Except
as may be effected by will or other testamentary disposition or by
the laws of descent and distribution, the Units are not
transferable, whether by sale, assignment, exchange, pledge, or
hypothecation, or by operation of law or otherwise before they vest
and are settled, and any attempt to transfer the Units in violation
of this Section 3 will be null and void.
4. Settlement upon
Vesting .
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(i)
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General . Vested Units shall be settled in shares of the
common stock, $.01 par value, of the Company (“ Shares
”), on a one-for-one basis, as soon as practicable (but not
more than 30 days) following each date on which one or more Units
vest, provided in each case that Awardee has satisfied their tax
withholding obligations with respect to such vesting as described
in this Agreement. Shares, in a number equal to the number of Units
that have so vested, will be issued by the Company in the name of
Awardee by electronic book-entry transfer or credit of such shares
to an account of Awardee maintained with such brokerage firm or
other custodian as the Company determines. Alternatively, in the
Company’s sole discretion, such issuance may be effected in
such other manner (including through physical certificates) as the
Company may determine and/or by transfer or credit to such other
account of Awardee as the Company or Awardee may
specify.
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(ii)
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Section 409A . The Company intends that the Units shall not
constitute “nonqualified deferred compensation” subject
to Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”) and this Agreement shall be
interpreted, administered and construed consistent with such
intent. If, and only to the extent that, (1) the Units
constitute “deferred compensation” within the meaning
of Section 409A and (2) the Awardee is deemed to be a
“specified employee” (as such term is defined in
Section 409A and as determined by the Company), the payment of
vested Units on account of the Awardee’s termination of
employment shall not be made until the first business day of the
seventh month after the Awardee’s “separation from
service” (as such term is defined and used in
Section 409A) with the Company, or if earlier, the date of the
Awardee’s death.
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5. Forfeiture . You
acknowledge that an essential purpose of the grant of the Units is
to ensure the utmost fidelity by yourself to the Company’s
interests and to your diligent performance of all of your
understandings and commitments to the Company. Accordingly, YOU
SHALL NOT BE ENTITLED TO RETAIN THE UNITS OR RECEIVE SHARES IN
SETTLEMENT THEREOF, EITHER DURING OR AFTER TERMINATION OF YOUR
EMPLOYMENT WITH THE COMPANY IF THE COMPANY, IN ITS SOLE DISCRETION,
BELIEVES THAT YOU HAVE AT ANY TIME ENGAGED IN “INJURIOUS
CONDUCT” (AS HEREINAFTER DEFINED).
In the event of any such
determination:
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(i)
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the Units shall
terminate and be forfeited as of the date of such determination;
and
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(ii)
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Awardee shall
(a) transfer back to the Company, for consideration of $.01
per Share, all Shares that are held, as of the date of such
determination, by Awardee and that were acquired upon settlement of
the Units on or after the date which is 180 days prior to the date
of such conduct (Shares so acquired, the “ Acquired
Shares ”) and (b) to the extent such Acquired Shares
have previously been sold or otherwise disposed of by Awardee,
repay to the Company the aggregate Fair Market Value (as defined in
the Plan) of such Acquired Shares on the date of such sale or
disposition, less the number of such Acquired Shares times
$.01.
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2
For purposes of the preceding clause (ii)(b) of
this Section 5, the amount of the repayment described therein
shall not be affected by whether Awardee received such Fair Market
Value with respect to such sale or other disposition, and repayment
may, without limitation, be effected, at the discretion of the
Company, by means of offset against any amount owed by the Company
to Awardee.
“ Injurious Conduct
” for purposes of this Agreement shall mean
(i) Awardee’s fraud, misappropriation, misconduct or
dishonesty in connection with his or her duties (ii) any act
or omission which is, or is reasonably likely to be, materially
adverse or injurious (financially, reputationally or otherwise) to
the Company or any of its affiliates, (iii) Awardee’s
breach of any material obligations contained in Awardee’s
employment agreement or offer letter with the Company, including,
but not limited to, any restrictive covenants or obligations of
confidentiality contained therein; (iv) conduct by Awardee
that is in material competition with the Company or any affiliate
of the Company; or (v) conduct by Awardee that breaches
Awardee’s duty of loyalty to the Company or any affiliate of
the Company.
6. Securities Laws
Restrictions . You represent that when the Units are
settled, you will be acquiring Shares for your own account and not
on behalf of others. You understand and acknowledge that federal
and state securities laws govern and restrict your right to offer,
sell or otherwise dispose of any Shares so received unless
otherwise covered by a Form S-8 or unless your offer, sale or other
disposition thereof is otherwise registered under the Securities
Act of 1933, as amended, (the “ 1933 Act ”) and
state securities laws or, in the opinion of the Company’s
counsel, such offer, sale o
