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.






	
 

	
 


	
Cumulative
  EBITDA

	
EBITDA
  Multiplier


	
 

	
 


	
Below
  Threshold

	
0


	
 

	
 


	
Threshold –
  95% of Target EBITDA

	
0


	
 

	
 


	
Target –
  100% of Target EBITDA

	
1


	
 

	
 


	
Maximum –
  110% or greater

	
1 2⁄3


	
 

	
 


	
EBITDA
  Margin

	
Margin
  Multiplier


	
 

	
 


	
Less than
  Target Margin (Below ____%)

	
.8


	
 

	
 


	
Target
  Margin (____%-____%)

	
1


	
 

	
 


	
Above Target
  Margin (Above ____%)

	
1.2





                    (c)
Definitions.


	
 

	
 

	
 


	
 

	
(i)

	
“EBITDA
  Margin” shall mean the result of dividing (x) EBITDA for the Performance
  Period by (y) the Revenues for the Performance Period.


	
 

	
 

	
 


	
 

	
(ii)

	
“EBITDA” shall mean
  the Company earnings before interest, taxes, depreciation and amortization as
  determined under generally accepted accounting principles (“GAAP”).


	
 

	
 

	
 


	
 

	
(iii)

	
“Revenues” shall
  mean the revenues of the Company for the Performance Period as reported in
  the Company’s consolidated financial statements.








	
 

	
 

	
 

	
 


	
 

	
3.

	
Termination of Employment; Change in Control.


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Termination of Employment.


	
 

	
 

	
 


	
 

	
 

	
(i)

	
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.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
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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(b)

	
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.


	
 

	
 

	
 


	
 

	
4.

	
Payment With Respect to Units.


	
 

	
 

	
 


	
 

	
(a)

	
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
  certificate, free and clear of any restricted legend (other than those legends
  determined by Company counsel to be necessary or desirable to comply with
  applicable law, regulations or rules), representing a number of shares of Stock
  equal to the number of Units that vested on the last day of the Performance
  Period, provided that Awardee has satisfied Awardee’s tax withholding
  obligations with respect to such delivery.


	
 

	
 

	
 


	
 

	
(b)

	
Change in Control.  Notwithstanding paragraph 4(a) above,
  payment in respect of vested Units shall be made simultaneous with the occurrence
  of a Change in Control which constitutes a change in control event for
  purposes of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as
  amended and applicable administrative guidance and regulations (the “Code”).


	
 

	
 

	
 


	
 

	
(c)

	
Section 409A.  If necessary to comply with Section 409A(a)(2)(B)(i) of the Code,
  the delivery (or payment) with respect to vested Units shall not be made
  until six months and a day after Awardee separates from service with the
  Company.





          5.       No Rights as
a Stockholder. Neither the
Units nor this Agreement shall entitle Awardee to any voting rights or other
rights as a stockholder of the Company. Without limiting the generality of the
foregoing, no dividends or dividend equivalents shall accrue or be paid with
respect to any Units.


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          6.     Transferability of
Units.  Units are not transferable by Awardee,
whether by sale, assignment, exchange, pledge, or hypothecation, or by
operation of law or otherwise.


          7.     Conformity
with Plan. Except as specifically set forth
herein, this Agreement is intended to conform in all respects with, and is
subject to all applicable provisions of, the Plan, which is incorporated herein
by reference. Any inconsistencies between this Agreement and the Plan with
respect to any mandatory provisions of the Plan shall be resolved in accordance
with the terms of the Plan.  By
executing and returning the enclosed copy of this Agreement, Awardee
acknowledges receipt of the Plan and confirms Awardee’s agreement to be bound
by all the terms of the Plan. 


          8.     Withholding
Taxes. Awardee shall pay to the Company, or make
provision satisfactory to the Company for payment of, any taxes required to be
withheld by applicable law or regulation in respect of the Award no later than
the date of the event creating the tax liability.  The Company may, and, in the absence of other timely payment or
provision made by Awardee that is satisfactory to the Company, shall, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to Awardee, including, but not limited to, by
withholding shares from any shares of stock to be delivered hereunder.  In the event that payment to the Company of
such tax obligations is made by delivery or withholding of shares of Stock,
such shares shall be valued at their fair market value (as determined in accordance
with the Plan) on the applicable date for such purposes.


          9.     Awardee
Advised To Obtain Personal Counsel and Tax Representation.
IMPORTANT: The Company and its employees do not provide any guidance or advice
to individuals who may be granted Units or other Awards under the Plan
regarding the federal, state or local income tax consequences or employment tax
consequences of participating in the Plan. Notwithstanding any withholding by
the Company of taxes hereunder, Awardee remains responsible for determining Awardee’s
own personal tax consequences with respect to the Units, the receipt of shares
of Stock upon their vesting and otherwise of participating in the Plan, and also
ultimately remains liable for any tax obligations in connection therewith
(including any amounts owed in excess of withheld amounts). Accordingly, Awardee
may wish to retain the services of a professional tax advisor in connection
with the Units and this Agreement.


          10.     Beneficiary
Designation.
Awardee may designate one or more beneficiaries, from time to time, to
whom any benefit under this Agreement is to be paid in case of Awardee’s
death.  Each designation must be in
writing, signed by Awardee and delivered to the Company.  Each new designation will revoke all prior
designations.


          11.     Disputes.
Any question concerning the interpretation
of or performance by the Company or Awardee under this Agreement, including,
but not limited to, the Units, their vesting or the issuance or delivery of
shares of Stock, or any other dispute or controversy that may arise in
connection herewith or therewith, shall be determined by the Company in its
sole and absolute discretion.


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          12.     Clawback.
If the financial results of the Company for
any period within the Performance Period are the subject of a Mandatory Restatement
(as defined below) and a lower number of Units (or no Units) would have vested
based upon the restated financial results, Awardee shall reimburse the Company
the difference between the fair market value (measured at the time of delivery)
of the shares actually delivered to Awardee under this Agreement and of the shares
that would have been deliverable to Awardee, reduced by the Net Tax Costs (as
defined below), based on the restated financial results.  Awardee’s reimbursement to the Company shall
be made within 30 business days after receiving written notice of the amount
owed and the calculations thereof.  A “Mandatory
Restatement” shall mean a restatement of the Company’s financial statement
which, in the good faith opinion of the Company’s public accounting firm, is
required to be implemented pursuant to generally accepted accounting
principles, but excluding (i) any restatement which is required with respect to
a particular year as a consequence of a change in generally accepted accounting
rules effective after the publication of the financial statements for such
year, or (ii) any restatement that (A) in the good faith judgment of the Audit
Committee of the Board (“Audit Committee”), is required due to a change in the
manner in which the Company’s auditors interpret the application of generally
accepted accounting principles (as opposed to a change in a prior accounting
conclusion due to a change in the facts upon which such conclusion was based),
or (B) is otherwise required due to events, facts or changes in law or practice
that the Board of Directors concludes were beyond the control and
responsibilities of Awardee and that occurred regardless of the Awardee’s
diligent and thorough performance of his duties and responsibilities.  “Net Tax Costs” shall mean the net amount of
any federal, foreign, state or local income and employment taxes paid by Awardee
in respect of the portion of the Award subject to reimbursement, after taking
into account any and all available deductions, credits or other offsets allowable
to the Awardee (including without limit, any deductions permitted under the
claim of right doctrine), and regardless of whether the Awardee would be
required to amend any prior income or other tax returns.


	
 

	
 

	
 


	
 

	
13.

	
Miscellaneous.


	
 

	
 

	
 


	
 

	
(a)

	
References
  herein to determinations or other decisions or actions to be taken or made by
  the Company shall be made by the Administrator or such other person or
  persons to whom the Administrator may from time to time delegate authority or
  otherwise designate.


	
 

	
 

	
 


	
 

	
(b)

	
This
  Agreement may not be changed or terminated except by written agreement signed
  by an authorized officer of the Company and Awardee. It shall be binding on
  the parties and on their personal representatives and permitted assigns.


	
 

	
 

	
 


	
 

	
(c)

	
This
  Agreement, together with the Plan, constitutes the entire understanding of
  the parties, and supersedes and cancels all prior agreements, with respect to
  the subject matter hereof. 


	
 

	
 

	
 


	
 

	
(d)

	
This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of Connecticut without reference to principles of conflicts of law.


	
 

	
 

	
 


	
 

	
(e)

	
This
  Agreement may be signed in one or more counterparts, each of which shall be
  an original, with the same effect as if the signature thereto and hereto were
  upon the same instrument.





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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


	
 

	
 

	
 


	
 

	
UNITED
  RENTALS, INC.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
AWARDEE:


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	






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