exv10w2



 





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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     5. Participant’s Rights with Respect to the Restricted Stock Units.



     (a) Restrictions on Transferability. The Restricted Stock Units granted hereby are
not assignable or transferable, in whole or in part, and may not, directly or indirectly, be
offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or
encumbered (including without limitation by gift, operation of law or otherwise) other than by will
or by the laws of descent and distribution to the estate of the Participant upon the Participant’s
death; provided that the deceased Participant’s beneficiary or representative of the Participant’s
estate shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, to
be bound by the provisions of this Agreement and the Plan as if such beneficiary or the estate were
the Participant.



     (b) No Rights as Stockholder. The Participant shall not have any rights as a
stockholder including any voting, dividend or other rights or privileges as a stockholder of the
Company with respect to any Common Shares corresponding to the Restricted Stock Units granted
hereby unless and until Common Shares are issued to the Participant in respect thereof.



     (c) Dividend Equivalents. The Participant shall be credited with Dividend
Equivalents in the form of additional Restricted Stock Units when cash dividends are paid on the
Common Shares. Such Dividend Equivalents shall be computed by dividing: (i) the amount
obtained by multiplying the amount of the dividend declared and paid for each Common Share by the
number of Restricted Stock Units held by the Participant on the record date, by (ii) the
Fair Market Value of the Common Shares on the dividend payment date for such dividend, with
fractions computed to four decimal places. Such additional Restricted Stock Units shall vest and
be settled in the same manner as the Restricted Stock Units to which they relate.



     6. Adjustment in Capitalization. The number, class or other terms of any outstanding
Restricted Stock Units shall be adjusted by the Board to reflect any extraordinary dividend, stock
dividend, stock split or share combination or any recapitalization, business combination, merger,
consolidation, spin-off, exchange of shares, liquidation or dissolution of the Company or other
similar transaction affecting the Common Shares in such manner as it determines in its sole
discretion.



     7. Miscellaneous.



     (a) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties to this Agreement and their respective successors and assigns. Nothing in
this Agreement, express or implied, is intended or shall be construed to give any person other than
the parties to this Agreement or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision contained herein.



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     (b) No Right to Continued Employment. Nothing in the Plan or this Agreement shall
interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate
the Participant’s employment at any time, or confer upon the Participant any right to continue in
the employ of the Company or any of its Subsidiaries.



     (c) Interpretation. The Committee shall have full power and discretion to construe
and interpret the Plan (and any rules and regulations issued thereunder) and this Award. Any
determination or interpretation by the Committee under or pursuant to the Plan or this Award shall
be final and binding and conclusive on all persons affected hereby.



     (d) Tax Withholding. The Company and its Subsidiaries shall have the right to deduct
from all amounts paid to the Participant in cash (whether under the Plan or otherwise) any amount
of taxes required by law to be withheld in respect of settlement of the Restricted Stock Units
under the Plan as may be necessary in the opinion of the Employer to satisfy tax withholding
required under the laws of any country, state, province, city or other jurisdiction, including but
not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions
that are required by law to be withheld. The Company may require the recipient of the Common
Shares to remit to the Company an amount in cash sufficient to satisfy the amount of taxes required
to be withheld as a condition to the issuance of such shares. The Committee may, in its
discretion, require the Participant, or permit the Participant to elect, subject to such conditions
as the Committee shall impose, to meet such obligations by having the Company withhold or sell the
least number of whole shares of stock having a Fair Market Value sufficient to satisfy all or part
of the amount required to be withheld. The Company may defer issuance of the Common Shares until
such requirements are satisfied.



     (e) Forfeiture for Financial Reporting Misconduct. If the Company is required to
prepare an accounting restatement due to material noncompliance by the Company with any financial
reporting requirement under the securities laws, and if the Participant knowingly or grossly
negligently engaged in the misconduct or knowingly or grossly negligently failed to prevent the
misconduct as determined by the Committee, or if the Participant is one of the individuals subject
to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, then the Participant
shall forfeit and disgorge to the Company (i) any Restricted Stock Units granted or vested
and all gains earned or accrued due to the sale of any Common Shares received in respect of the
Restricted Stock Units during the 12-month period following the filing of the financial document
embodying such financial reporting requirement and (ii) any Restricted Stock Units that
vested based on the materially non- complying financial reporting.



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     (f) Applicable Law. This Agreement shall be governed by and construed in accordance
with the law of the State of Delaware regardless of the application of rules of conflict of law
that would apply the laws of any other jurisdiction.



     (g) Limitation on Rights; No Right to Future Grants; Extraordinary Item of
Compensation. By entering into this Agreement and accepting the Restricted Stock Units
evidenced hereby, the Participant acknowledges: (a) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (b) that the Award
does not create any contractual or other right to receive future grants of Awards; (c) that
participants in the Plan is voluntary; and (d) that the future value of the Common Shares
is unknown and cannot be predicted with certainty.



     (h) Employee Data Privacy. By entering into this Agreement and accepting the
Restricted Stock Units evidenced hereby, the Participant: (a) authorizes the Company, any
agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose
to the Company or any of its affiliates any information and data the Company requests in order to
facilitate the grant of the Award and the administration of the Plan; (b) waives any data
privacy rights the Participant may have with respect to such information; and (c)
authorizes the Company and its agents to store and transmit such information in electronic form.



     (i) Consent to Electronic Delivery. By executing this Agreement, Participant hereby
consents to the delivery of information (including, without limitation, information required to be
delivered to the Participant pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company web site or other
electronic delivery.



     (j) Headings and Captions. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or interpretation of
this Agreement.



     (k) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall constitute one and the
same instrument.



– Signature page follows —




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     IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the
Grant Date.



	 	 	 	 	 
	 	 	RSC HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	PARTICIPANT:
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Name:






	 	 	 	 	 
	Restricted Stock Units:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Grant Date:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Vesting Date:
	 	 	 	 
	 

	 	 	 	 







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