Exhibit 99.3
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT is entered into as of this
12th day of September, 2005, by and between United Rentals, Inc., a
Delaware corporation (the “Company”), and Martin Welch
III (“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
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opposed to the best interests of
the 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
