Exhibit 10(pp)
EXECUTION COPY
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION
AGREEMENT is entered into
as of this February 2, 2009, by and between United Rentals,
Inc., a Delaware corporation (the “Company”), and
Jonathan M. Gottsegen (“Indemnitee”).
RECITALS
A. The Company is aware that because
of the increased exposure to litigation costs, talented and
experienced persons are increasingly reluctant to serve or continue
serving as directors and officers of corporations unless they are
protected by comprehensive liability insurance and
indemnification.
B. The statutes and judicial
decisions regarding the duties of directors and officers are often
difficult to apply, ambiguous, or conflicting, and therefore fail
to provide such directors and officers with adequate guidance
regarding the proper course of action.
C. The Board of Directors of the
Company (the “Board”) has concluded that, in order to
retain and attract talented and experienced individuals to serve as
officers and directors of the Company and its subsidiaries and to
encourage such individuals to take the business risks necessary for
the success of the Company and its subsidiaries, the Company should
contractually indemnify its officers and directors, and the
officers and directors of its subsidiaries, in connection with
claims against such officers and directors in connection with their
services to the Company and its subsidiaries, and has further
concluded that the failure to provide such contractual
indemnification could be detrimental to the Company, its
subsidiaries and stockholders.
NOW, THEREFORE
, the parties, intending to be
legally bound, hereby agree as follows:
1. Definitions .
(a) Agent .
“Agent” with respect to the Company means any person
who is or was a director, officer, employee or other agent of the
Company or a Subsidiary of the Company; or is or was serving at the
request of, for the convenience of, or to represent the interests
of, the Company or a Subsidiary of the Company as a director,
officer, employee or agent of another entity or enterprise; or was
a director, officer, employee or agent of a predecessor corporation
(or other predecessor entity or enterprise) of the Company or a
Subsidiary of the Company, or was a director, officer, employee or
agent of another enterprise at the request of, for the convenience
of, or to represent the interests of such predecessor.
(b) Expenses .
“Expenses” means all direct and indirect costs of any
type or nature whatsoever (including, without limitation, all
attorneys’ fees, costs of investigation and related
disbursements) incurred by the Indemnitee in connection with the
investigation, settlement, defense or appeal of a Proceeding
covered hereby or the establishment or enforcement of a right to
indemnification under this Agreement.
(c) Proceeding .
“Proceeding” means any threatened, pending, or
completed claim, suit or action, whether civil, criminal,
administrative, investigative or otherwise.
(d) Subsidiary .
“Subsidiary” means any corporation or other entity of
which more than 10% of the outstanding voting securities or other
voting interests is owned directly or indirectly by the Company,
and one or more other Subsidiaries, taken as a whole.
2. Maintenance of Liability
Insurance .
(a) The Company hereby covenants and
agrees with Indemnitee that, subject to Section 2(b), the
Company shall obtain and maintain in full force and effect
directors’ and officers’ liability insurance
(“D&O Insurance”) in reasonable amounts as the
Board of Directors shall determine from established and reputable
insurers. In no event shall the terms of such D&O Insurance be
less favorable to Indemnitee than the terms generally applicable to
the Company’s executive officers generally.
(b) Notwithstanding the foregoing,
the Company shall have no obligation to obtain or maintain D&O
Insurance if the Company determines in good faith that the premium
costs for such insurance are (i) disproportionate to the
amount of coverage provided after giving effect to exclusions, and
(ii) substantially more burdensome to the Company than the
premiums charged to the Company for D&O Insurance currently in
effect.
3. Mandatory Indemnification
. The Company shall defend, indemnify and hold harmless
Indemnitee:
(a) Third Party Actions . If
Indemnitee is a person who was or is a party, or is threatened to
be made a party, to any Proceeding (other than an action by or in
the right of the Company) by reason of the fact that Indemnitee is
or was or is claimed to be an Agent of the Company, or by reason of
anything done or not done by Indemnitee in any such capacity, or by
reason of the fact that Indemnitee personally guaranteed any
obligation of the Company at any time, against any and all Expenses
and liabilities of any type whatsoever (including, but not limited
to, legal fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid in settlement) incurred by such person in
connection with the investigation, defense, settlement or appeal of
such Proceeding, so long as the Indemnitee acted in good faith and
in a manner the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to
any criminal action or Proceeding, had no reasonable cause to
believe such person’s conduct was unlawful.
(b) Derivative Actions . If
Indemnitee is a person who was or is a party, or is threatened to
be made a party, to any Proceeding by or in the right of the
Company by reason of the fact that he is or was an Agent of the
Company, or by reason of anything done or not done by him in any
such capacity, against any and all Expenses and liabilities of any
type whatsoever (including, but not limited to, legal fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid
in settlement) incurred by him in connection with the
investigation, defense, settlement or appeal of such Proceeding, so
long as the Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the
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Company; except that no
indemnification under this subsection shall be made, and Indemnitee
shall repay all amounts previously advanced by the Company, in
respect of any claim, issue or matter for which such person is
judged in a final, non-appealable decision to be liable to the
Company by a court of competent jurisdiction, unless and only to
the extent that the court in which such Proceeding was brought or
the Court of Chancery of Delaware shall determine that Indemnitee
is fairly and reasonably entitled to indemnity.
(c) Actions Where Indemnitee Is
Deceased . If Indemnitee is a person who was or is a party, or
is threatened to be made a party, to any Proceeding by reason of
the fact that he is or was an Agent of the Company, or by
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