Exhibit 10.2
FORM OF
2001 COMPREHENSIVE STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
Awardee: _______________
(“Awardee”)
Grant Date: ______ ______, 20__
Number of Restricted Stock Units: ________
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 ______ Restricted
Stock Units (the “Units”) to Awardee pursuant to the
Plan for the performance period beginning on ________, 20__ and
ending on _________, 20__ (the “Performance Period”),
subject to the terms and conditions of this Agreement and the Plan.
Awardee’s 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 .
(a)
General . The Units shall vest on __________, 20__, based on
the extent to which the Company has achieved or surpassed the $
__________billion target level of Cumulative EBITDA (“Target
EBITDA”) and the ________% to _______% target level of EBITDA
Margin (“Target Margin”), in both cases measured over
the Performance Period. Achievement of both Target EBITDA and
Target Margin shall result in the vesting of _______ Units (the
“Target Vested Units”).
(b)
Determination of Units Vesting . The number of Units that
shall vest on __________, 20__ shall be determined by multiplying
the Target Vested Units by both the applicable EBITDA Multiplier
and the Margin Multiplier as shown on the following schedules based
on the Company’s achievement of Cumulative EBITDA and EBITDA
Margin. The EBITDA Multiplier for a Cumulative EBITDA between the
threshold, target and the maximum performance levels reflected on
the Cumulative EBITDA schedule shall be determined by
interpolation. At the end of the Performance Period, the Committee
shall determine the performance level achieved.
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Cumulative
EBITDA
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EBITDA
Multiplier
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Below Threshold
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0
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Threshold – 95% of Target
EBITDA
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0
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Target – 100% of Target
EBITDA
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1
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Maximum – 110% or
greater
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1 ⅔
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EBITDA Margin
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Margin
Multiplier
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Less than Target Margin (Below
____%)
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.8
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Target Margin
(____%-____%)
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1
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Above Target Margin (Above
____%)
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1.2
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(c)
Definitions .
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(i)
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“ EBITDA Margin
” shall mean the result of dividing (x) EBITDA for the
Performance Period by (y) the Revenues for the Performance
Period.
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(ii)
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“ EBITDA ”
shall mean the Company earnings before interest, taxes,
depreciation and amortization as determined under generally
accepted accounting principles (“GAAP”).
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(iii)
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“ Revenues ”
shall mean the revenues of the Company for the Performance Period
as reported in the Company’s consolidated financial
statements.
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3.
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Termination of Employment;
Change in Control .
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(a)
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Termination of
Employment.
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(i)
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Except as provided herein, in the
event Awardee’s employment terminates for any reason
whatsoever, all unvested Units shall be canceled and forfeited as
of the date of such termination.
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(ii)
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In the event Awardee's employment
is terminated as a result of Awardee’s death or
“Disability” (as defined in the Awardee’s
employment agreement with the Company) or, on or after the 12th
month anniversary of the first day of the Performance Period, the
Awardee’s employment is terminated by the Company without
“Cause” or by Awardee for “Good Reason” (as
such terms are defined in the Awardee’s employment agreement
with the Company), then Awardee shall vest on December 31, 2010 in
that number of Units equal to the product of (x) the number of
Units that the Awardee would have vested in pursuant to Section 2
had Awardee’s employment not been terminated, multiplied by
(y) a fraction, the numerator is the number of calendar days during
the Performance Period during which the Awardee was employed, and
the denominator of which is the number of calendar days in the
Performance Period.
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2
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(b)
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Change in Control
. Notwithstanding the foregoing, in
the event of a “Change in Control” (as defined in the
Awardee’s employment agreement with the Company), Awardee
shall vest in that number of Units equal to the product of (x) the
Target Vested Units by (y) a fraction, the numerator of which is
the number of calendar days during the Performance Period prior to
the Change in Control and the denominator of which is the number of
calendar days in the Performance Period.
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4.
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Payment With Respect to
Units.
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(a)
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General
. Except as otherwise provided in
paragraph 4(b), vested Units shall be settled in shares of Company
common stock (“Stock”) on a one-for-one basis, as soon
as practicable following the date on which the Compensation
Committee certifies the Cumulative EBITDA and Average EBITDA Margin
with respect to the Performance Year, but in no event later than
the first anniversary of the last date of the Performance Period.
The Company shall deliver to Awardee a cert
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