Exhibit 10.2
FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
RESTRICTED STOCK UNIT AGREEMENT (the
“ Agreement ”) dated as of the Grant Date set
forth on the signature page hereof, by and between RSC Holdings
Inc., a Delaware corporation (the “ Company ”),
and the participant whose name appears on the signature page hereof
(the “ Participant ”).
1. Grant of Restricted Stock
Units . The Company hereby evidences and confirms its grant to
the Participant, effective as of the Grant Date, of the number of
restricted stock units specified on the signature page hereof (the
“ Restricted Stock Units ”). Except as otherwise
provided in Section 2(c), this Agreement is subordinate to,
and the terms and conditions of the Restricted Stock Units granted
hereunder are subject to, the terms and conditions of the RSC
Holdings Inc. Amended and Restated Stock Incentive Plan (the
“ Plan ”), which are incorporated by reference
herein. If there is any inconsistency between the terms hereof and
the terms of the Plan, the terms of the Plan shall govern. Any
capitalized terms used herein without definition shall have the
meanings set forth in the Plan.
2. Vesting of Restricted
Stock Units .
(a) Vesting . Except as
otherwise provided in this Section 2, the Restricted Stock
Units shall become vested, if at all, on the vesting date set forth
on the signature page hereof (the “ Vesting Date
”), subject to the continued service of the Participant to
the Company or any Subsidiary thereof through such date.
(b) Termination of
Employment .
(i) Special Termination . If
the Participant’s service with the Company is discontinued
due to a Special Termination prior to the Vesting Date, 100% of the
Restricted Stock Units shall become fully vested and nonforfeitable
and shall be paid as provided in Section 3.
(ii) Normal Retirement . If
the Participant’s service with the Company is discontinued
due to a Normal Retirement, the Participant shall be entitled to
receive, and such Restricted Stock Units shall be deemed vested to
the extent of, the number of Common Shares that would have been
payable had the Participant’s service continued until the
Vesting Date, multiplied by a fraction, the numerator of which is
the number of days elapsed from the Grant Date through the date of
the Participant’s Normal Retirement and the denominator of
which is the number of days from the Grant Date to the Vesting
Date, and the remainder of each Restricted Stock Unit shall be
forfeited and canceled as of the date of such Normal
Retirement.
(iii) Any Other Reason . If
the Participant’s service with the Company is discontinued
prior to the Vesting Date for any reason other than a Special
Termination or Normal Retirement, all Restricted Stock Units shall
immediately be forfeited and canceled effective as of the date in
which the Participant’s service with the Company is
terminated.
(c) Change in Control .
In the event of a Change in Control, all of the unvested Restricted
Stock Units shall immediately vest and be settled as provided in
Section 3 upon the Change in Control. No other Change in
Control (as defined in the Plan) shall trigger any settlement of
Restricted Stock Units.
(d) Board Discretion .
Notwithstanding anything contained in this Agreement to the
contrary, the Board, in its sole discretion, may accelerate the
vesting with respect to any Restricted Stock Units under this
Agreement, at such times and upon such terms and conditions as the
Board shall determine.
3. Settlement of Restricted
Stock Units . Subject to Section 7(d), the Company shall
deliver to the Participant one Common share in settlement of each
outstanding Restricted Stock Unit that has vested as provided in
Section 2 on the first to occur of ( i ) the first
business day following the six-month anniversary of the date the
Participant’s service with the Company is discontinued, or as
soon thereafter as practicable (but no later than December 31
of such year), or ( ii ) upon a Change in Control in which
the Restricted Stock Units do not continue, in each case by either
( A ) issuing one or more stock certificates evidencing the
Common Shares to the Participant, ( B ) registering the
issuance of the Common Shares in the name of the Participant
through a book entry credit in the records of the Company’s
transfer agent or ( C ) in the event of settlement upon a
Change in Control, a cash payment equal to the Change in Control
Price multiplied by the number of vested Restricted Stock Units. No
fractional shares of stock shall be issued in respect of Restricted
Stock Units. Fractional Restricted Stock Units shall be settled
through a cash payment equal to the Fair Market Value of the Common
Shares on the settlement date.
4. Securities Law
Compliance . Notwithstanding any other provision of this
Agreement, the Participant may not sell the Common Shares acquired
upon vesting of the Restricted Stock Units unless such shares are
registered under the Securities Act of 1933, as amended (the
“ Securities Act ”), or, if such shares are not
then so registered, such sale would be exempt from the registration
requirements of the Securities Act. The sale of such shares must
also comply with other applicable laws and regulations governing
the share and Participant may not sell the Common Shares if the
Company determines that such sale would not be in material
compliance with such laws and regulations.
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