RSC Non-Qualified Deferred Compensation Savings Plan As Amended and Restated Adopted on July 24, 2008 Effective June 13, 2006 -i

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RSC HOLDINGS INC. | RSC Equipment Rental, Inc

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Title: RSC Non-Qualified Deferred Compensation Savings Plan As Amended and Restated Adopted on July 24, 2008 Effective June 13, 2006 -i
Governing Law: Arizona Date: 2/25/2009
Industry: Rental and Leasing Sector: Services

Exhibit 10.14

RSC Non-Qualified Deferred Compensation
Savings Plan

As Amended and Restated
Adopted on July 24, 2008
Effective June 13, 2006

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RSC Non-Qualified Deferred Compensation Savings Plan
Effective June 13, 2006
Table of Contents


PREAMBLE		1

ARTICLE 1. DEFINITIONS		1

1.1	Administrator	1
1.2	Beneficiary	1
1.3	Code	1
1.4	Compensation	1
1.5	Deferral	1
1.6	Deferral Account	1
1.7	Deferral Election	2
1.8	Disability	2
1.9	Earnings	2
1.10	ERISA	2
1.11	Identification Date	2
1.12	Key Employee	2
1.13	Participant	2
1.14	Payout Election	2
1.15	Performance-Based Compensation	2
1.16	Plan	2
1.17	Plan Year	3
1.18	Reference Investment Fund	3
1.19	Retirement	3
1.20	RSC	3
1.21	Termination of Employment	3
1.22	Unforeseeable Emergency	3
1.23	Valuation Date	3

ARTICLE 2 ELIGIBILITY, PARTICIPATION AND DEFERRALS		3

2.1	Eligibility to Participate	3
2.2	Commencement of Participation	3
2.3	Termination of Participation	4
2.4	Election to Defer Compensation and Related Matters	4
2.5	Cancellation of Election	5

ARTICLE 3 DEFERRAL ACCOUNTS		5

3.1	Allocation to Deferral Accounts	6
3.2	Discretionary Employer Contribution	6
3.3	Investment Direction of Reference Accounts	6
3.4	Changes of Investment Funds	6
3.5	Crediting of Earnings, Gains and Losses to Deferral Accounts	7

ARTICLE 4 DISTRIBUTIONS		7

4.1	Payout Election	7
4.2	Event of Distribution and Payment Dates	8
4.3	Method of Distribution	8
4.4	Valuation of the Deferral Account	9
4.5	Distribution Due to an Unforeseeable Emergency	9
4.6	Administrator’s Delay or Acceleration of Payment	9
4.7	Withholding for Taxes	9


4.8	Payment to Guardian	10
4.9	Cooperation; Receipt on Release	10
4.10	Missing Participant or Beneficiary	10

ARTICLE 5 ADMINISTRATION		10

5.1	Administration	10
5.2	Claims Procedure	11
5.3	Arbitration of Disputes	11

ARTICLE 6 MISCELLANEOUS		11

6.1	No Rights to Assets, No Assignment, No Alienation	11
6.2	Not a Contract of Employment	11
6.3	No Representations	12
6.4	Amendment or Termination	12
6.5	Severability	12
6.6	Notice	12
6.7	Obligation of Successors	12
6.8	Choice of Law	12

PREAMBLE

RSC Equipment Rental, Inc. (“RSC”) hereby amends and restates the RSC Non-Qualified Deferred Compensation Savings Plan (“Plan”), with retroactive effect to June 13, 2006. This Plan is intended to (a) be an unfunded, non-qualified deferred compensation plan which is maintained for the benefit of a select group of management or highly compensated employees, as described in ERISA Sections 201(2), 301(a)(3), and 401(a)(1), and (b) comply with the requirements of Code Section 409A (including the final Treasury Regulations issued thereunder).

ARTICLE 1. DEFINITIONS

1.1		“Administrator” means the RSC Benefits Committee under the direction of the Compensation Committee of the Board of Directors. The RSC Benefits Committee is responsible for and has the maximum legal authority for the approval of all discretionary matters under the terms of the Plan and for all aspects of interpretation and administration of the Plan.

1.2		“Beneficiary” means the person(s) or entity(ies) designated by a Participant to receive any payment due under the Plan following the Participant’s death. A Beneficiary designation will be valid only if it is made in the form and manner required by the Administrator and is submitted to the Administrator prior to the Participant’s death. Absent a valid Beneficiary designation, the Participant’s estate will be deemed to the Participant’s Beneficiary.

1.3		“Code” means the Internal Revenue Code of 1986, as amended, including regulations and other guidance issued thereunder by the Department of Treasury. All references to Code and Treasury Regulation sections include any modification that is subsequently made to the referenced section due to a statutory or regulatory change.

1.4		“Compensation” means the base salary, commissions, and Performance-Based Compensation earned by a Participant in a given calendar year. Compensation for a calendar year will be determined before reduction for amounts deferred under this Plan for that calendar year. Compensation for a calendar year also will include amounts that, for that calendar year, are excludible from the Participant’s gross income under Code Sections 125, 132(f)(4), 402(e)(3), 402(h), 403(b), and 408(p) and contributed by the Employer, at the Participant’s election, to a cafeteria plan, a qualified transportation fringe benefit plan, a 401(k) arrangement, a SEP, a tax sheltered annuity, or a SIMPLE plan maintained by the Employer or any parent, subsidiary or affiliate of the Employer.

1.5		“Deferral” means the amount that a Participant elects to have withheld from his or her Compensation in accordance with Section 2.4.

1.6		“Deferral Account” means the bookkeeping account established and maintained by RSC to record a Participant’s cumulative Deferrals under the terms of this Plan, plus any adjustments due to Earnings, plus any discretionary contributions made by the Employer in accordance with Section 3.2. A Participant’s Deferral Account may be divided into subaccounts.

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1.7		“Deferral Election” means an election made by a Participant, in accordance with Section 2.4, to make a Deferral under the Plan.

1.8		“Disability” means a condition of a Participant which, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, results in the Participant’s being unable to engage in any substantial gainful activity or the Participant’s receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of RSC. A Participant’s Disability must be established by a qualified, licensed physician who is acceptable to the Administrator. Alternatively, the Administrator will accept, as evidence of the Participant’s Disability, a copy of the Social Security Administration’s written determination that the Participant is totally disabled or a written determination that the Participant is disabled in accordance with a disability insurance program (but only if the definition of “disability” applied under the disability insurance program meets the definition of Disability set forth in the first sentence of this Section).

1.9		“Earnings” mean the income, gains or losses credited to or debited from the Participant’s Deferral Account in accordance with Section 3.5.

1.10		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, including regulations or other applicable guidance issued thereunder by the Department of Labor. All references to ERISA and Department of Labor Regulation sections include any modification that is subsequently made to the referenced section due to a statutory or regulatory change.

1.11		“Identification Date” means December 31.

1.12		“Key Employee” means an employee who is a “key employee” as defined in Code Section 416(i) without regard to Code Section 416(i)(5). If an employee meets the definition of Key Employee as of an Identification Date or during the 12-month period ending on the Identification Date, the Employee will be a Key Employee for the 12-month period that begins on the first day of the first month immediately following the Identification Date.

1.13		“Participant” means any individual who, for a given Plan Year, commences participation in the Plan in accordance with Section 2.2.

1.14		“Payout Election” means an election made by a Participant, in accordance with Section 4.1, with respect to the time and method of payment.

1.15		“Performance-Based Compensation” means any compensation that is payable in cash and is “performance-based compensation” as defined in Treasury Regulation Section 1.409A-1(e).

1.16		“Plan” means this RSC Deferred Compensation Savings Plan, as contained herein and as may be amended hereafter in accordance with Section 6.4.

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1.17		“Plan Year” means the 12-month period beginning each January 1 and ending on the following December 31 of each year during which the Plan is in effect; provided, however, that the first Plan Year was the period beginning June 13, 2006 and ending on December 31, 2006.

1.18		“Reference Investment Fund” means any of the investment funds that may be designated by Participants as deemed investments for purposes of calculating Earnings to be credited to or debited from their Deferral Accounts.

1.19		“Retirement” means a Participant’s Termination of Employment that occurs on or after the date on which the sum of the Participant’s age and years of service with RSC or a related company is 65. For purposes of this definition, a Participant will be credited with one “year of service” for each 12-month period, starting from the Participant’s date of hire, during which the Participant is continuously employed by RSC or a related company. Also for purposes of this definition, a “related company” is any other company that is determined to be related to RSC in the sole discretion of the Administrator.

1.20		“RSC Common Stock” means the common stock of RSC Holdings, Inc., which is the parent company of RSC..

1.21		“Termination of Employment” means a Participant’s separation from service with the Employer (whether initiated by the Participant or the Employer) as defined in Treasury Regulation Section 1.409A-1(h).

1.22		“Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant or the Participant’s spouse, Beneficiary, or dependent (as defined in Code Section 152, without regard to 152(b)(1), (b)(2) and(d)(1)(B)), loss of the Participant’s property due to casualty (including the need to rebuild a home following damage not otherwise covered by insurance, for example, as a result of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant has suffered an Unforeseeable Emergency will be determined by the Administrator in accordance with Treasury Regulation Section 1.409A-3(i)(3).

1.23		“Valuation Date” means the date on which a Participant’s Deferral Account is valued, in accordance with Section 4.4

ARTICLE 2. ELIGIBILITY, PARTICIPATION AND DEFERRALS

2.1		Eligibility to Participate. Any employee of RSC who is in a select group of management or highly compensated employees, as defined in the Plan’s Preamble, who meets any other criteria established by the Administrator, and who is designed by the Administrator as eligible to participate will be eligible to participate effective on the date declared by the Administrator.

2.2		Commencement of Participation. To become a Participant in the Plan, an eligible employee must either make a Deferral Election in accordance with Section 2.4 or have a discretionary employer contribution made on his or her behalf pursuant to Section 3.2.

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An eligible employee will become a Participant in the Plan as of the earlier of: (a) the effective date of his or her first Deferral Election under Section 2.4, or (b) when the first discretionary employer contribution is made on his or her behalf under Section 3.2.

2.3		Termination of Participation. A Participant will cease to be a Participant in the Plan when his or her Deferral Account is paid in full in accordance with Article 4 and/or forfeited in accordance with Section 3.2. Prior to then, if a Participant remains employed by RSC but the Administrator determines that the Participant is no longer eligible to participate in the Plan, the Participant will become an inactive Participant. An inactive Participant is not eligible to make Deferral Elections under the Plan; however, any Deferral Election which is in effect at the time the Participant becomes an inactive Participant will remain in effect for the duration of the Plan Year to which that Deferral Election relates and his or her Deferred Account will be paid in accordance with Article 4.

2.4		Election to Defer Compensation and Related Matters. A Participant may elect to defer Compensation under the Plan by filing a Deferral Election in accordance with the requirements of this Section 2.4 and any administrative rules that the Administrator, in its sole and absolute discretion, may establish which are not inconsistent with the requirements of Code Section 409A.

	(a)		Minimum/Maximum Amounts . A Deferral Election must indicate the percentage amount to be deferred from: base salary, which must be at least 2% but no more than 100%; monthly commissions, which must be at least 1% but no more than 100%; variable compensation, which must be at least 1% but no more than 100%; and/or Performance-Based Compensation, which must be at least 1% but no more than 100%.

	(b)		General Rule/Annual Elections . For any Plan Year that a Participant remains eligible to participate in the Plan, the Participant may elect to defer Compensation by submitting a valid Deferral Election during the annual open enrollment period which shall occur before the first day of the Plan Year during which Compensation to be deferred will be earned by the Participant. If a valid Deferral Election is timely submitted, it will be effective only for the Plan Year for which it was made and only for Compensation earned during that Plan Year, and it will become effective and irrevocable (except as otherwise provided in Section 2.5) as of the first day of that Plan Year. If a Participant does not timely submit a valid Deferral Election for Compensation to be earned during a Plan Year, he or she cannot defer any Compensation to be earned during that Plan Year, except as permitted under Section 2.4(c) for newly eligible Participants or under Section 2.4(d) for Performance-Based Compensation. Compensation comprised of commissions and other variable compensation calculated based on results or performance over a period of less than 12 months will be subject to the general rule of this Section 2.4(b).

			For purposes of the first Plan Year (June 13, 2006 to December 31, 2006) the elections made under any predecessor plan (including any Payout Elections) shall be carried over and be deemed effective under this Plan.

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	(c)		First Year of Eligibility . In the case of the first Plan Year during which a Participant first becomes eligible to participate in this Plan, the Participant may elect to defer Compensation to be earned during that Plan Year (and after the date of the Deferral Election) by submitting a valid Deferral Election within 30 days of the date on which the Participant first becomes eligible to participate. If a valid Deferral Election is timely submitted, it will be effective only for the remainder of the Plan Year during which it was made and only for Compensation earned during the period beginning on the day following the date on which the Deferral Election is made and ending on the last day of that Plan Year. In addition, a valid Deferral Election that is timely submitted under this Section 2.4(c) will become effective on the first payroll period that begins after the date on which the Deferral Election is made, such that the Deferral Election shall not apply to any Compensation earned on or before the date on which the Deferral Election is made, and, except as otherwise provided in Section 2.5, will become irrevocable as of the 31st day following the date on which the Participant first becomes eligible to participate. If a Participant does not timely submit a valid Deferral Election for Compensation to be earned during his or her initial Plan Year, he or she cannot defer any Compensation to be earned during that Plan Year, except as permitted under Section 2.4(d) for Performance-Based Compensation.

	(d)		Deferral of Performance-Based Compensation . This Section 2.4(d) is effective only with respect to Plan Years beginning before January 1, 2009 and shall not apply to any Plan Year beginning on or after January 1, 2009. An eligible Participant may elect to defer Performance Based Compensation for a

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