Exhibit 10(h)
UNITED RENTALS, INC.
1998-2 STOCK OPTION PLAN
(as amended and restated)
There is hereby established a 1998-2
Stock Option Plan (the “Plan”). The Plan provides for
the grant to employees, who are not directors or officers, of
United Rentals, Inc. (the “Company”) and consultants
and independent contractors who perform services for the Company or
its subsidiaries of options (“Options”) to purchase
shares of common stock of the Company (“Common
Stock”).
1. Purpose . The purpose of
the Plan is to provide additional incentive to employees, who are
not officers or directors of the Company, and consultants and
independent contractors who render services to the Company, who are
responsible for the management and growth of the Company, or
otherwise contribute to the conduct and direction of its business,
operations and affairs. It is intended that Options granted under
the Plan strengthen the desire of such persons to join and remain
in the employ of (or in the rendering of services to) the Company
and stimulate their efforts on behalf of the Company.
2. The Stock . The aggregate
number of shares of Common Stock which may be subject to Options
under this Plan shall not exceed 5,600,000. Such shares may be
either authorized and unissued shares, or treasury shares. If any
Option granted under the Plan shall expire, terminate or be
cancelled for any reason without having been exercised in full, the
corresponding number of unpurchased shares shall again be available
for the purposes of the Plan.
3. Administration of the Plan
.
(a) The Plan shall be administered
by a committee (the “Committee”) which shall be
appointed by the Board of Directors of the Company (the
“Board”) from among its members. Subject to the express
provisions of the Plan, the Committee shall have authority, in its
discretion, to determine the individuals to receive Options, the
times when they shall receive them and the number of shares of
Common Stock to be subject to each Option, and other terms relating
to the grant of Options.
(b) Subject to the express
provisions of the Plan, the Committee shall have authority to
construe the respective option agreements and the Plan, to
prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective
option agreements (which need not be identical) and, as specified
in this Plan, the fair market value of the Common Stock, and to
make all other determinations necessary or advisable for
administering the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or
in any option agreement in the manner and to the extent it shall
deem expedient to carry it into effect, and it shall be the sole
and final judge of such expediency. The determinations of the
Committee on the matters referred to in this Section 3 shall
be conclusive.
(c) The Committee may, in its sole
discretion, and subject to such terms and conditions as it may
adopt, accelerate the date or dates on which some or all
outstanding Options may be exercised.
(d) The Committee may require that
any Option Shares issued be legended as necessary to comply with
applicable federal and state securities laws.
4. Eligibility . Options may
be granted to such employees, who are not officers or directors, of
the Company and consultants and independent contractors who render
services to the Company as the Committee shall select from time to
time.
5. Option Price . The price
or prices per share of Common Stock to be sold pursuant to an
Option (the “Exercise Price”) shall be such as shall be
fixed by the Committee but shall not be less than the fair market
value per share for such Common Stock on the date of grant of such
Option.
6. Period of Option Vesting .
The Committee shall determine for each Option the period during
which such Option shall be exercisable in whole or in
part.
7. Effect of Termination of
Employment . The Committee shall determine for each Option the
extent, if any, to which such Option shall be exercisable in the
event of the termination of the person to whom such Option was
granted (“Optionee”) from employment with or rendering
of other services to the Company.
8. Payment for Shares of Common
Stock . Upon exercise of an Option, the Optionee shall make
full payment of the Option Price in cash, or, with the consent of
the Committee and to the extent permitted by it:
(a) with Common Stock of the Company
valued at fair market value on date of exercise, but only if held
by the Optionee for a period of time sufficient to prevent a
pyramid exercise that would create a charge to the Company’s
earnings;
(b) with a full recourse interest
bearing promissory note of the Optionee, secured by a pledge of the
shares of Common Stock received upon exercise of such Option, and
having such other terms and conditions as determined by the
Committee;
(c) by delivering a properly
executed exercise notice together with irrevocable instructions to
a broker to sell shares acquired upon exercise of the Option and
promptly to deliver to the Company a portion of the proceeds
thereof equal to the Exercise Price; or
(d) any combination of any of the
foregoing.
9. Option Exercises . Options
shall be exercised by submitting to the Company a signed copy of
notice of exercise in a form to be supplied by the Company. The
exercise of an Option shall be effective on the date on which the
Company receives such notice at its principal c
