Exhibit 10.36


[H&E EQUIPMENT SERVICES, INC. LETTERHEAD]


[Date]


[Optionee Name]


[Optionee
Address]


Dear
[Optionee Name]:


Pursuant
to the H&E Equipment Services, Inc. 2006 Stock-Based Incentive Compensation
Plan (the “Plan”), H&E Equipment Services, Inc. (the “Company”) hereby
grants to you non-qualified stock options (hereinafter either the “Award” or
the “Option”) to purchase [______] shares of the Company’s common stock, par
value $0.01, (the “Option Shares”) at a price of $[_______] per share.


This
Award is subject to the applicable terms and conditions of the Plan, which are
incorporated herein by reference, and in the event of any contradiction,
distinction or difference between this letter and the terms of the Plan, the
terms of the Plan will control.  Unless
otherwise stated, all capitalized terms used herein have the meanings set forth
in the Plan.  By accepting this Award you
(i) acknowledge that you have received and read a copy of the Plan and
understand its terms and (ii) acknowledge that with respect to this Award and
the Option Shares, you are bound by the terms of the Plan.


This
Award shall be exercisable in accordance with the following schedule:


[____________________]

[____________________]

[____________________]


Subject
to your continued service as an employee through such date, the Award, to the
extent not previously exercised, will remain exercisable until the expiration
date of [____________, ________] (i.e., the 10th Anniversary of the date of the
Award), at which time it will expire.


If
you cease to be employed by the Company before [________] (10th
Anniversary of the date of the Award):


1.             If your termination of employment
is by reason of your death, your personal representative may exercise the
unexercised portion of this Award for a period of 12 months following your date
of death, or until the Award otherwise expires, whichever period is shorter.


2.             If your termination of employment
is by reason of your disability, you or your legal  representative may exercise the unexercised
portion of this Award for a period of 24 months following the date of your
disability, or until the Award otherwise expires, whichever period is shorter.


3.             If your termination of employment
is by reason of your retirement, you or your legal representative (for example
in the event that you retire and then die while the Award 


 





















 


remains
exercisable) may exercise the unexercised portion of this Award for a period of
5 years following your retirement, or until the Award otherwise expires,
whichever period is shorter.


4.             If your employment is terminated by
the Company without Cause, you may exercise the unexercised portion of this
Award for 60 days following your termination date, or until the Award otherwise
expires, whichever period is shorter.


5.             If your employment is terminated by
the Company for Cause, this Award shall be immediately forfeited and no portion
of the Award shall be exercisable.


You
must give written notice of any exercise of this Award to the Company’s Chief
Financial Officer accompanied by payment of the exercise price thereof as
provided in the Plan (plus any required payment in respect of taxes legally
required to be withheld).  The date of
exercise will be the date the Company receives payment for the shares and
appropriate arrangements have been made concerning withholding of any taxes
that may be due with respect to such shares. 
As promptly thereafter as possible, the Company will issue a certificate
for the shares purchased.


The
construction and interpretation of any provision of this Award or the Plan
shall be final and conclusive when made by the Committee.


Nothing
in this letter shall confer on you the right to continue in the service of the
Company or interfere in any way with the right of the Company to terminate your
service at any time.


You
should sign and return a copy of this agreement to the Chief Financial Officer
indicating your agreement to the terms of this letter and the Award granted
hereby.  This acknowledgement must be
returned within fifteen (15) days; otherwise, the Award will lapse and become
null and void.  Your signature will also
acknowledge that you have received and reviewed the Plan and that you agree to
abide by the applicable terms of these documents as provided herein.


Very truly yours,


	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  The
  undersigned hereby agrees to the foregoing:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Optionee
  Name]

  	
   

  	
  Date

  
						



 


 


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