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EXHIBIT
10 (d)
2001 COMPREHENSIVE STOCK
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
Awardee: Wayland Hicks
(“Awardee”)
Grant Date: June 7, 2007
Restricted Stock Units:
133,334
This RESTRICTED STOCK UNIT
AGREEMENT (this “Agreement”) is made as of the Grant
Date by and between UNITED RENTALS, INC., a Delaware corporation
having an office at Five Greenwich Office Park, Greenwich, CT 06831
(the “Company”), and Awardee. Capitalized terms not
defined herein shall have the meanings ascribed to them in the
Company’s 2001 Comprehensive Stock Plan (the
“Plan”).
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 hereby grants 133,334 Restricted
Stock Units (the “Units”) to Awardee pursuant to the
Plan, subject to the terms and conditions of this Agreement and the
Plan.
2. Vesting
. One Hundred Percent (100%) of the Units granted
hereunder shall vest, if at all, on the day that the Company
formally completes and closes a Change of Control transaction (as
defined in subparagraph (a) below) (“the Closing
Date”), provided that the Closing Date occurs on or before
December 31, 2007. If a Change of Control does not occur
within such time frame, then the Units will never vest and Awardee
shall irrevocable forfeit any right or entitlement
thereto.
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(a) |
Change of
Control . For purposes of this Agreement, a “Change of
Control” shall be deemed to have occurred if: (i) any
“person” is or becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934
(the “Act”)) directly or indirectly, of securities of
the Company representing more than 50% of the total voting power
represented by then outstanding voting securities of the Company or
(ii) there shall be consummated a merger of the Company, the
sale or disposition by the Company of all or substantially all of
its assets within a 12-month period, or any other business
combination of the Company with any other corporation, but not
including any merger or business combination of the Company with
any other corporation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 50% of the
total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or business combination. The term “persons” is
defined in Section 13(d) of the Act, except that the term
“person” shall not
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include (1) any
person or an Affiliate of such person who as of the date of this
Agreement owns 10% or more of the total voting power represented by
the outstanding voting securities of the Company; and (2) a
trustee or other fiduciary holding securities under any employee
benefit plan of the Company or a corporation which is owned
directly or indirectly by the stockholders of the Company in
substantially the same percentage as their ownership in the
Company, An “Affiliate” of a person is a person that
controls, is controlled by, or is under common control with such
person.
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3. Payment upon
Vesting . On or as soon as reasonably practicable after the
Closing Date, but in any event within two (2) business days
following the Closing Date, provided that Awardee has satisfied
Awardee’s tax withholding obligations with respect to the
vesting as described in this Agreement, the Company shall deliver
to Awardee (or Awardee’s beneficiary or estate, if no
beneficiary is designated or in the event any chosen beneficiary
predeceases Awardee, in the event of the death of Awardee):
(a) such amount of cash and/or securities consideration
payable pursuant to the Change of Control that a holder of 133,334
shares of the Company’s common stock (“Stock”)
would have received or (b) only if the Change of Control
leaves outstanding, and does not convert into other consideration,
the shares of Stock held by non-affiliates of the Company, 133,334
shares of Stock by electronic book-entry transfer or credit of such
shares to such account of Awardee as Awardee timely
designates.
4. No Rights as a
Stockholder . Neither the Units nor this Agreement shall
entitle Awardee to any voting rights or other rights as a
stockholder of the Company. Without limiting the generality of the
foregoing, no dividends or dividend equivalents shall accrue or be
paid with respect to any Units.
5.
Transferability . Units are not transferable by the
Awardee, whether by sale, assignment, exchange, pledge, or
hypothecation, or by operation of law or otherwise.
6. Issuance and
Transferability of Shares of Stock . Notwithstanding
anything in this Agreement to the contrary, Awar
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