Exhibit 10.1


SEPARATION AGREEMENT AND GENERAL RELEASE


This SEPARATION AGREEMENT and GENERAL
RELEASE (this “Agreement”) is made and entered into as of
February 5, 2009 by and between United
Rentals, Inc. (“URI”) (URI and
its subsidiaries, parents and other affiliates are referred to collectively as
the “Company”), and Roger E. Schwed (“Employee”). This
Agreement shall become effective as described in Paragraph 12 below, provided
that it is executed and delivered no later than the time and date set forth in
Paragraph 11 below.


          WHEREAS,
Employee and URI are parties to an Employment Agreement, dated June 14, 2006,
as amended (“Employment Agreement”); 


          WHEREAS,
Employee’s employment is being terminated pursuant to Section 4(f) of the
Employment Agreement; 


          WHEREAS,
other than the payments and benefits set forth in Section 4(a) of the
Employment Agreement, to which Employee is entitled regardless of whether he
executes this Agreement, certain payments and benefits to which Employee may be
entitled under the Employment Agreement are expressly conditioned upon the
delivery of the release in this Agreement, which is in form and substance
satisfactory to the Company.


          NOW,
THEREFORE, the Company and Employee (hereinafter the “Parties”) agree as
follows:


1.        Separation of
Employment. Employee’s last day of employment with Company will be March
31, 2009 (the “Termination Date”). Notwithstanding the foregoing, the Company
may terminate this Agreement during the Transition Period (as defined below in
Section 2(a)) at any time upon two days notice to the Employee (an “Early
Termination”) for any of the following reasons: (i) Employee revokes this
Agreement during the revocation period (as defined below in Section 12); (ii)
Employee materially violates any of the terms of this Agreement, which
violation is not cured within ten (10) business days of written notice by the
Company to Employee; (iii) conviction of Consultant of a felony; or (iv) fraud,
material dishonesty or gross misconduct on the part of Consultant in connection
with the Services (defined below). If the Early Termination is effected, then
the Termination Date shall be considered the date of such Early Termination.


2.        Duties During
Transition Period; Base Salary and Benefits During Transition Period.


	
 

	
 

	
 


	
 

	
(a)

	
Duties
 During Transition Period. As of the close of
 business on February 17, 2009 (the “Transition Date”), Employee shall cease
 to be Executive Vice President and General Counsel of the Company. After the
 Transition Date, Employee shall not be an officer of the Company or any of
 its subsidiaries. Beginning on the Transition Date and continuing through the
 Termination Date (the “Transition Period”), as and to the extent reasonably
 requested by the Company from time to time, Employee shall perform the
 following duties (collectively, the “Services”): (a) act as an historical and
 knowledge resource to Company employees in connection with matters related to
 the Company, including legal matters, (b) train and transition his
 responsibilities to other Company employees, and (c) such other duties,
 consistent with the seniority and responsibilities of his prior positions, as
 reasonably requested by the Company. The Services to be performed by the
 Employee pursuant to the foregoing sentence are expected to be performed by
 the Employee on at least an 80% of full-time basis. 


	
 

	
 

	
 


	
 

	
(b)

	
Base Salary
 and Benefits During the Transition Period. During
 the Transition Period, Employee shall continue to be paid a base salary at
 the annual rate of $425,000 and shall (together with his family) continue to
 participate on the same basis in the Company benefits plans and programs in
 which he (and his family) currently participate, except as otherwise required
 under (i) the terms of a Company benefits plan or program or (ii) applicable
 law. 


	
 

	
 

	
 


	
 

	
(c)

	
Accrued,
 Unused Vacation. The Company shall also make a lump
 sum payment to Employee for his accrued but unused vacation as of the
 Termination Date. Such payment shall be made by the Company following the
 Termination Date in accordance with its standard payroll practices. 












3.        Consideration.
Employee acknowledges and the Parties expressly agree that, contingent upon
Employee’s executing and not revoking this Agreement and the Subsequent Release
described in Section 5(b) below (and in addition to the payments and benefits
set forth in Section 4(a) of the Employment Agreement, to which Employee is
entitled regardless whether he executes this Agreement): 


	
 

	
 

	
 


	
 

	
(a)

	
Severance
 Payment. Employee will be paid an aggregate of
 $807,500.00 in severance payments (such amount, the “Severance Pay”) under
 Section 4(f)(iv) of the Employment Agreement payable on the following
 schedule to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code
 of 1986, as set forth in Section 4(g)(iii) of the Employment Agreement:








	
 

	
 


	
 

	
(i) no payments of Severance Pay shall be made for a six-month period
 following the Termination Date; 


	
 

	
 


	
 

	
(ii) an amount equal to one half of the Severance Pay ($403,750.00)
 shall be paid to Employee in a lump sum on the first business day following
 the six month anniversary of the Termination Date;


	
 

	
 


	
 

	
(iii) during the six-month period beginning on the six month
 anniversary of the Termination Date and ending on the one year anniversary of
 the Termination Date, payment of the remaining unpaid portion of the
 Severance Pay shall be made, in equal installments, to Employee at the times
 that Employee’s Base Salary would have been paid to him had Employee’s
 employment not terminated.








	
 

	
 

	
 


	
 

	
(b)

	
2008 and
 2009 Annual Cash Incentives Bonus. Within ten
 business days of the Effective Date of this Agreement, Employee shall receive
 a lump sum payment of $180,000.00, which represents his 2008 annual cash
 incentive bonus as well as a 2009 annual cash incentive bonus for his
 services up to and including the Termination Date.


	
 

	
 

	
 


	
 

	
(c)

	
Restricted
 Stock. The number of shares earned pursuant to
 Employee’s “performance-based” restricted stock units granted pursuant to the
 Company’s 2001 Comprehensive Stock Plan (the “Stock Plan”) and the Restricted
 Stock Unit Agreement entered into by and between the Company and Employee,
 dated as of June 14, 2006 (the “RSU Agreement”) shall be determined based on
 the achievement of the performance objectives set forth in the RSU Agreement
 to be determined by the Compensation Committee at the same time as, and
 consistent with its determinations for other executives. Any
 performance-based restricted stock units not so earned shall be forfeited. A
 pro-rata portion of Employee’s as then unvested “time-based” restricted stock
 units granted pursuant to the Stock Plan and the RSU Agreement, including a
 reported (but undocumented) grant on March 10, 2008, shall vest as of the
 Termination Date in accordance with the Stock Plan and the RSU Agreement and
 such grant for a termination without Cause or for Good Reason. Any
 “time-based” restricted stock units not so (or previously) vested shall be
 forfeited on the Termination Date. RSUs (which, for the avoidance of doubt,
 the Parties agree will be in the gross amount of 10,107 units) will be
 delivered on the first business day following the six month anniversary of
 the Termination Date, as set forth in Section 3(b) of the RSU Agreement.
 Employee acknowledges and agrees that, subject to this delivery, he has
 otherwise forfeited all other unvested RSUs and incentive awards of any other
 kind or nature whatsoever.


	
 

	
 

	
 


	
 

	
(d)

	
Taxes and Withholdings; Section 409A. The payments and benefits to be made
 pursuant to this Section 3 and in Section 2 shall be subject to all
 applicable withholdings for federal, state and local income taxes, Social
 Security, and all other customary withholdings. It is the intention of the
 Parties that payments and benefits under this Agreement and the Consulting
 Agreement (defined below) be interpreted to be exempt from or in compliance
 with Section 409A of the Internal Revenue Code of 1986, as amended and,
 accordingly, to the maximum extent permitted, this Agreement and the
 Consulting Agreement shall be interpreted to be exempt from or in compliance
 with Section 409A. The Company agrees to cooperate reasonably with Employee
 to the extent that Employee or his counsel reasonably requests any changes
 (which do not increase the compensation or benefits to Employee payable hereunder)
 to this Agreement or the Consulting Agreement needed to implement further
 such exemption or compliance. Subject to the foregoing, the Company shall
 have no liability to Employee or otherwise if any payments or benefits paid
 or provided under this Agreement or the Consulting Agreement are subject to
 the additional tax or interest (or both) under Section 409A.





- 2 -






	
 

	
 

	
 


	
 

	
(e)

	
COBRA.
 Provided that Employee timely elects continuation health benefits coverage
 under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
 (“COBRA”), the Company will pay through the COBRA Payment End Date (as
 defined below) for the monthly premiums for the level of coverage Employee
 (and his family) maintained on the Termination Date. The “COBRA Payment End Date”
 shall be the earlier of (i) (x) either 12 months following the Termination
 Date, if Employee does not execute the Consulting Agreement attached hereto
 as Exhibit A or (y) 12 months following the expiration of the Consulting
 Agreement on September 30, 2009 if Employee does execute the Consulting
 Agreement; and (ii) the date Employee becomes employed by a third party and
 is eligible for coverage under the group benefits plan of the new employer.
 If during the period Employee is receiving this benefit, Employee obtains new
 employment and becomes eligible for coverage under the group benefits plan of
 the new employer, Employee must promptly notify the Company in writing of such eligibility. COBRA
 Payments under this paragraph will continue to be made on behalf of
 Employee’s family until the COBRA Payment End Date in the event of Employee’s
 death prior to the COBRA Payment End Date.


	
 

	
 

	
 


	
 

	
(f)

	
Consulting
 Agreement. The Parties will, simultaneously with
 Employee’s delivery of the Subsequent General Release described below in
 Section 5(b), execute the Consulting Agreement attached hereto as Exhibit A
 (the “Consulting Agreement”).





4.        Non-Admission of
Liability. The Company is providing Employee with the consideration
described in this Agreement in exchange for Employee’s agreement to undertake
certain obligations and for Employee releasing the Company and related parties
from any claims he may have against the Company and the related parties, as
described herein. The fact that the Company is offering this consideration to
Employee is not an admission that the Company has violated Employee’s rights
(or the rights of anyone else), any statute or law, or breached any duty or
obligation in any manner whatsoever.


5.        Release and Other
Promises. In exchange for the mutual promises and covenants set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Employee (on his own behalf and on
behalf of his dependents, heirs, executors, trustees and administrators (and
his and their legal representatives of every kind)) hereby agrees as follows:


	
 

	
 

	
 


	
 

	
(a)

	
Release.
 Employee hereby releases and forever discharges URI, its respective direct
 and indirect parents, affiliates, subsidiaries and benefit plans, and each
 such entities’ present and former and/or future “Representatives” (as defined
 below), as well as any predecessors, future successors or assigns or estates
 of any of the foregoing (hereinafter collectively referred to as the
 “Released Parties”), from any and all liabilities, causes of action, suits, proceedings, agreements, promises,
 damages, disputes, controversies, contentions, grievances, differences,
 judgments, debts, claims and demands of any kind whatsoever, both in law and
 in equity, known or unknown, fixed or contingent, asserted or unasserted,
 that are capable of being released by private agreement (hereinafter
 collectively referred to as the “Claims”), and which (i) Employee may have or
 claim to have based upon or in any way related to Employee’s employment or
 termination of employment with the Company for any period prior to his
 execution of this Agreement, or (ii) otherwise involve facts that occurred
 during any period prior to his execution of this Agreement. For purposes of this
 Agreement, “Representatives” shall mean officers, employees, directors,
 stockholders, agents, partners, managers, plan administrators, financial and
 legal advisors, insurers, fiduciaries, present or prospective lenders or
 investors, in their individual and/or representative capacities.





- 3 -






	
 

	
 

	
 


	
 

	
 

	
Such
 released Claims include, without limitation, any and all Claims under Title
 VII of the Civil Rights Act of 1964; the Civil Rights Act of 1871; the Civil
 Rights Act of 1991; the Americans with Disabilities Act; the Employee
 Retirement Income Security Act of 1974 (including, without limitation, any
 claim for severance pay, but excluding claims for accrued, vested benefits
 under any benefit plan of the Company in accordance with the terms of such
 plan and applicable law); the Age Discrimination in Employment Act of 1967,
 as amended by the Older Workers’ Benefit Protection Act of 1990; Connecticut
 Fair Employment Practices Act; Connecticut Whistleblower Statute; and any and
 all other federal, state or local laws, statutes, rules and regulations
 pertaining to employment, each as amended. Such released Claims also include,
 without limitation, any and all Claims under state contract or tort law; any
 and all Claims based on the design or administration of any Company employee
 benefit plan or program arising under any Company policy, procedure, or
 employee benefit plan; any and all Claims for wages, commissions, bonuses,
 continued employment with the Company in any position, and compensatory,
 punitive or liquidated damages; and any and all Claims for attorney’s fees
 and costs. 


	
 

	
 

	
 


	
 

	
 

	
Notwithstanding
 the foregoing, nothing contained in this Section 5 shall release, interfere
 with or waive any of Employee’s rights (i) under the Indemnification
 Agreement between the Company and Employee, dated June 14, 2006
 (“Indemnification Agreement”), including any existing claims thereunder; (ii)
 under this Agreement; (iii) under the surviving sections of the Employment
 Agreement; (iv) to defend or assert counterclaims against any party asserting
 a claim against him in connection with his role as a defendant in the lawsuit
 captioned DeCicco
 v. United Rentals, et al., or (v) to file a charge with a
 government agency (but Employee hereby waives any and all rights to recover
 under, or by virtue of, any such charge). 


	
 

	
 

	
 


	
 

	
(b)

	
Subsequent
 General Release. Notwithstanding anything herein to
 the contrary, the Company’s payments and benefits described in Sections 3(a),
 (b), and (f) hereof shall be contingent on Employee’s execution of, and delivery
 to, the Company on or after March 31, 2009 and before April 7, 2009, of the
 Subsequent General Release attached hereto as Exhibit B (except in the event
 of Employee’s death) and Employee not revoking such release within seven days
 of his delivery of such release. If Employee fails to timely execute and
 deliver the release (other than as a result of his death) or revokes the
 Subsequent General Release, the Company shall not be obligated to make the
 payments or benefits described in Sections 3(a) and 3(f) hereof and shall be
 entitled to recover from Employee the payment made in Section 3(b).


	
 

	
 

	
 


	
 

	
(c)

	
Representations. Employee hereby represents and warrants
 that (i) Employee has not filed, caused or permitted to be filed any pending
 proceeding (nor has Employee lodged a complaint with any governmental or
 quasi-governmental authority) against any of the other Released Parties, nor
 has Employee agreed to do any of the foregoing, (ii) Employee has not
 assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged,
 distributed, or otherwise disposed of or conveyed to any third party any
 right or Claim against any of the Released Parties that has been released in
 this Agreement, and (iii) Employee has not directly or indirectly assisted
 any third party in filing, causing or assisting to be filed, any Claim
 against any of the Released Parties. Without limitation of the foregoing, but
 without in any way affecting his rights under the Indemnification Agreement
 or applicable director and officer insurance policies, Employee hereby gives
 up Employee’s right to receive any financial benefit, including monetary
 recovery and/or reinstatement, from any lawsuit, action or settlement related
 to any Claim released pursuant to Section 5(a) hereof, whether the lawsuit or
 action is filed or the settlement is reached by Employee or anyone else.


	
 

	
 

	
 


	
 

	
(d)

	
No Prior
 Lawsuits or Assignments. Employee hereby represents
 that Employee has not filed, or assigned to any other person or entity any
 Claim against the Released Parties relating to Employee’s employment and/or
 separation from employment with the Company, or otherwise involving facts
 which occurred in any period prior to Employee’s signing of this Agreement.


	
 

	
 

	
 


	
 

	
(e)

	
Continued
 Obligations Under the Employment Agreement. The
 Parties agree that it is a material condition of this Agreement that Employee
 comply with Sections 5, 6 and 7 of the Employment Agreement, which shall
 survive in accordance with their terms and are incorporated by reference
 herein.





- 4 -






6.        Indemnification. The Parties shall continue to
comply
with the terms of the Indemnification Agreement. Notwithstanding anything in
this Agreement to the contrary, the rights and obligations of the Parties with
respect to indemnification (including dispute resolution, governing law, venue
and notice) shall be governed by the Indemnification Agreement, which shall
survive the Termination Date and Employee’s termination of employment and shall
equally apply to and survive his provision of the Services hereunder and the
Services under the Consulting Agreement.


7.        Acknowledgments.



	
 

	
 

	
 


	
 

	
(a)

	
Sufficiency
 of Consideration. The payments and benefits received
 by Employee pursuant to Section 3 of this Agreement in exchange for the
 release contained in Section 5 and the other promises contained in this
 Agreement, are greater in value than anything else which Employee may have
 otherwise been entitled under any other agreement, law, or Company
 separation, benefit or compensation policy if Employee did not execute this
 Agreement.


	
 

	
 

	
 


	
 

	
(b)

	
Entire
 Agreement; Prior Agreements. This Agreement (and the
 Subsequent General Release) contains the entire agreement between Employee
 and the Company regarding the subject matter hereto and, as such, fully
 supersedes any and all prior agreements or understandings between Employee
 and the Company pertaining to the subject matter addressed in this Agreement
 (including, without limitation, the Employment Agreement); provided, that, this Agreement shall not
 supersede, replace, or otherwise affect in any manner, (i) Sections 5, 6 and
 7 of the Employment Agreement, (ii) the Indemnification Agreement, and (iii)
 the Restricted Stock Unit Agreements. Employee has carefully read and fully
 understands all of the provisions of this Agreement, which, except as noted
 in this Agreement, sets forth the entire understanding between Employee and
 the Company. In agreeing to the terms of this Agreement, Employee is not
 relying upon any written or oral promise or representation made to Employee
 by any employee or representative of the Company, other than the promises
 contained herein. This Agreement may not be amended, superseded, cancelled or
 terminated other than in a writing expressly referencing this Agreement and
 signed both by Employee and by the Company or its attorney or other
 designated representative.


	
 

	
 

	
 


	
 

	
(c)

	
Restricted
 Stock, Options and LTIPs. Employee agrees that
 Employee has no claim to, or interest in, any option/stock grants or LTIP
 units, or other equity, equity-based or incentive compensation, other than as
 expressly set forth in this Agreement.


	
 

	
 

	
 


	
 

	
(d)

	
Employee
 acknowledges and agrees that he has already been paid the Signing Bonus and
 2006 Bonus Payment set forth in Section 4(f)(ii) and (iii) of the Employment
 Agreement, and is owed no further payments under Section 4(f)(ii) or (iii) of
 the Employment Agreement.





8.        Severability.
The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provisions
were omitted.


9.        Return of Company
Property. On the Termination Date or upon earlier request by the Company,
Employee shall return to the Company any Company property in Employee’s
possession, custody or control, provided, that during the period of the
Consulting Agreement, the Company agrees to preserve and provide access to
Employee to an archive of his email records pertaining to the Cerberus
transaction and related matters. At the conclusion of the period of the
Consulting Agreement, the Parties will confer and agree upon a relevant archive
of Employee’s email records pertaining to the Cerberus transaction and related
matters, which the Company agrees to preserve and provide to Employee. Employee
agrees to maintain any and all such email records in confidence and use them
solely for the purposes of the Consulting Agreement and his defense of the
aforementioned DeCicco action. Following the full and final resolution of the
DeCicco action,
Employee will destroy or, at the Company’s request, return, such archive, it
being understood that any destruction of Company property will be done in
accordance with applicable law and Company policy.


- 5 -






10.        Choice of Law; Forum.
The provisions of Section 7(h) (governing law) and 7(i) (arbitration) in the
Employment Agreement shall apply equally to this Agreement and the Consulting
Agreement, as if set forth herein and therein, and as if this Agreement and the
Consulting Agreement were specifically referenced in such provisions.


11.        Opportunity For Review. Employee represents
and warrants
that Employee (A) has had at least 21 days to consider this Agreement, (B) has
read this Agreement, (C) understands all the terms and conditions hereof, (D)
is not incompetent or had a guardian, conservator or trustee appointed for
Employee, (E) has entered into this Agreement of Employee’s own free will and
volition, (F) has duly executed and delivered this Agreement, (G) understands that
Employee is responsible for Employee’s own attorneys’ fees and costs, (H) has
had the opportunity to review this Agreement with counsel, (I) understands that
Employee has been given an opportunity to review this Agreement before signing
the Agreement, and (J) this Agreement is valid, binding, and enforceable
against the Parties hereto in accordance with its terms. Employee has been and
is hereby advised to consult an attorney and any other advisor of Employee’s
choice prior to signing this Agreement. 


12.        Effective Date
and Revocation. This Agreement shall become effective on the 8th
day following the date Employee signs this Agreement (the “Effective Date”).
Employee may revoke this Agreement to the terms hereof at any time during the 7
day period immediately following the date of Employee’s signature below by
delivering written notice of Employee’s revocation to URI. In the event of such
revocation, Employee shall not receive and shall not be entitled to receive
under this Agreement the consideration described in Section 3 above and this
Agreement shall be deemed void ab initio.   


13.        No Tax
Representations. Without derogating from its obligations under Section 3(d)
hereof, the Company makes no representations regarding the tax implications of
the compensation, payments and benefits to be paid to Employee under this
Agreement.


14.        Notice.
Whenever any notice is required hereunder, it shall be given in accordance with
Section 7(q) of the Employment Agreement.


15.        No Waiver. No
waiver by the parties hereto of any default or breach of any term, condition or
covenant of this Agreement shall be deemed to be a waiver of any subsequent
default or breach of the same or any other term, condition or covenant
contained herein. This Agreement is intended, among other things, to supplement
the applicable common and/or statutory laws and does not in any way abrogate
any of the obligations or duties either Party otherwise owes to the other.


16.        No Obligation to Mitigate. In no
event shall
Employee be obliged to seek other employment or consulting or take any other
action by way of mitigation of the amounts payable to Employee under any of the
provisions of this Agreement, nor shall the
amount of any payment hereunder be reduced by any compensation earned by Employee as a result of self-employment
or employment by another employer.


17.        No Right of Set-off, Etc. Except as
set
forth in this Agreement for the revocation of the release contained in Section
5 hereof, or the failure to deliver (and not revoke) the Subsequent General
Release, the obligation of the Company to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any circumstances, including
without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have
against Employee or others.


18.        Assignability.
This Agreement shall be binding upon and inure to the benefit of the Parties
named herein and their respective heirs, legal representatives, successors and
permitted assigns. Employee may not assign either this Agreement or any of
Employee’s rights, interests or obligations hereunder. Employee hereby agrees
and acknowledges that the Company may assign any or all of its rights and
interest hereunder, including, but not limited to, Employee’s agreements
contained in Section 5 hereof, without the consent of Employee, to any
person or entity that acquires substantially all of the assets of the Company
or to any entity with which the Company merges or consolidates. 


- 6 -






19.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall be deemed to be one and the
same instrument. Execution of this Agreement by the Parties evidenced by
signatures transmitted by facsimile or electronic mail shall be deemed the same
as original signatures.


EMPLOYEE IS HEREBY ADVISED THAT EMPLOYEE HAS AT LEAST 21 CALENDAR DAYS
TO REVIEW THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF
THIS AGREEMENT.


EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO
THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL 21 CALENDAR
DAY REVIEW PERIOD. 


HAVING ELECTED TO EXECUTE THIS AGREEMENT TO FULFILL THE PROMISES AND TO
RECEIVE THE SUMS AND BENEFITS IN SECTION 3 ABOVE, EMPLOYEE FREELY AND
KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO
WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST THE
RELEASED PARTIES TO THE EXTENT SET FORTH IN SECTION 5 HEREOF.


ACCEPTED AND
AGREED 


United Rentals, Inc.


	
 

	
 

	
 


	
By: 

	
/s/ Michael
 J. Kneeland

	
 


	
 

	 

	
 








	
 

	
 

	
 


	
Title: 

	
Chief
 Executive Officer

	
 


	
 

	 

	
 








	
 

	
 

	
 


	
Dated: 

	
February 5,
 2009

	
 


	
 

	 

	
 








	
 

	
 


	
/s/ Roger E.
 Schwed

	
 


	 
	
 


	
Roger E. Schwed

	
 








	
 

	
 

	
 


	
Dated: 

	
February 5,
 2009

	
 





- 7 -






EXHIBIT A


	
 

	
 


	
March 31, 2009

	
 





Roger E. Schwed
          [Address]



                    Re: Consulting Services  


Dear Roger: 


This letter
agreement (this “Agreement”) sets forth the Agreement between United Rentals,
Inc. (“the Company”) and you (“Consultant”) regarding the terms and conditions
on which the Company has retained your services as a consultant. 


          1.       Services
to the Company  


                    The
Company hereby engages Consultant to provide non-exclusive services to the
Company in connection with its activities. The services (collectively, the
“Services”) shall consist of: (a) acting as a historical and knowledge resource
to the Company in connection with matters related to the Company, including
legal matters; and (b) such other services, consistent with the seniority and
responsibilities of Consultant’s prior position with the Company, as are
reasonably requested by the Company from time to time, including consulting and
advising on pending legal matters. It is understood that Consultant shall not
be required to allocate more than one day per week to the provision of the
Services. 


          During
the Term, it is understood that Consultant may work for himself, provide
consulting or other services to other parties and/or be hired as a full-time
employee by another party (subject, in each case, to the non-competition
restrictions in the surviving Section 5 of the former Employment Agreement
between the Company and Consultant), without reduction of payment under this
Agreement, in which event, to the extent reasonably necessary, the Services
shall be rendered by Consultant outside regular business hours. It is
understood that all Services to be rendered hereunder may be provided by
Consultant remotely, including from his home or other office in New York City. 


          2.       Payments
and Benefits  


                    a.       During
the Term, the Company shall pay Consultant $150,000.00, divided into six equal
monthly installments, payable on or about the last day of each month. 


                    b.       Unless
the Company is required to backup withhold, it is the Company’s intent that no
U.S. Federal, State or local income or employment taxes will be withheld from
or paid with respect to payments to Consultant under this Agreement. Consultant
acknowledges that he will be responsible for all tax filings and payments,
including payments of self-employment tax and estimated taxes and will hold the
Company harmless from any liability relating thereto. The Company reserves the
right to make deductions from payments hereunder if, upon review of the law or
regulatory or court decision, it reasonably believes that it should do so. 


                    c.       During
the Term, Consultant (together with his family) shall continue to participate
on the same basis in the United Rentals Inc. Health Plan in which he (and his
family) participated as of the Termination Date (as defined in the Separation
Agreement between the Company and Consultant), subject to the terms and
conditions of such plan, as amended from time to time, and Consultant shall
continue to contribute the same amount toward such participation as he
contributes as of the Termination Date, through deductions from the monthly
payments set forth in Section 2(a) above.


- 8 -






          3.       Term
and Termination  


                    a.       Consultant
shall commence providing services on April 1, 2009 and shall continue until September
30, 2009, or until his services are earlier terminated pursuant to this Section
3 (the “Term”). This Agreement cannot be extended beyond September 30, 2009
except upon written agreement of the parties. 


                    b.       This
Agreement shall terminate immediately upon the occurrence of any of the
following events: (i) Consultant revokes the Subsequent Release executed on
March 31, 2009 during the revocation period; (ii) Consultant materially
violates any of the terms of this Agreement, the Separation Agreement between
the parties, or the Subsequent Release, which violation is not cured within ten
(10) business days of written notice by the Company to Consultant; (iii)
Consultant’s inability to provide the above services, by reason of death or
illness; (iv) conviction of Consultant of a felony; (vi) fraud, material
dishonesty or gross misconduct on the part of Consultant in connection with the
Services. In the event of termination pursuant to this Section 3, any amounts
not theretofore paid by the Company to Consultant under this Agreement shall
cease to be due and payable. 



          4.       Confidentiality 



Consultant
acknowledges that he may, in the course of performing his responsibilities
under this Agreement, be exposed to or acquire information that is proprietary
to or confidential to the Company or its affiliated companies or members or
their clients or to a third party to whom the Company has an obligation of
confidentiality. Any and all information of any form obtained by Consultant in
the performance of this Agreement, including, but not limited to, records of
the Company and its affiliated companies, shall be deemed to be confidential
and proprietary information. Notwithstanding the foregoing, it is understood
that “confidential” or “proprietary” information shall not include information
that is or becomes generally available to and known by the public or
information that is or becomes available to Consultant on a non-confidential
basis from a source other than the Company, its affiliates or any of the
directors, officers, employees, representatives or agents of the Company or its
affiliates (other than as a result of a breach of any obligation of
confidentiality). Consultant agrees to hold such information in strict
confidence and not to copy, reproduce, sell, assign, license, market, transfer
or otherwise dispose of, give or disclose such information to third parties or
use such information for any purposes whatsoever other than the provision of
Services to the Company as specified in Section 1 hereof. It is agreed and
understood that in the event of a breach of this Section 4, damages may not be
an adequate remedy and the Company shall be entitled to injunctive relief to
restrain any such breach, threatened or actual. 


          5.       Company
Property  


All work
performed by Consultant under the terms of this Agreement and all documents,
data and other information of any kind relating to the Company or this
Agreement including reports and notes prepared by Consultant (together the
“Company Property”) will be the property of the Company and may not be used by
Consultant for any other purpose except for the benefit of the Company. Any and
all such property, and material containing such property, shall be forthwith
delivered to the Company on request by the Company, and in any event, at the
termination of this Agreement, and no copies thereof shall be retained by
Consultant without the prior written consent of the Company. Consultant shall
not have any proprietary interest in any work product developed by Consultant
on behalf of the Company in connection with the Services, and the Company shall
have all proprietary rights in such work product. 


          6.       Independent
Contractor  


This Agreement
is intended to create an independent contractor relationship and is not
intended to create an employer-employee relationship, a partnership, joint
venture, or similar relationship. Consultant expressly waives any right he may
have to seek compensation, exercise any right or seek any benefits accruing to
the regular employees of the Company, except for those expressly set forth in
the Separation Agreement or in this Agreement. Consultant assumes full
responsibility for his acts. 


- 9 -






          7.       Choice
of Law  


The provisions
of Section 7(h) (governing law) and 7(i) (arbitration) in the Employment
Agreement shall apply equally to this Agreement, as if set forth herein, and as
if this Agreement were specifically referenced in such provisions. 


          8.       No
Promotion  


Consultant
agrees that he will not, without prior written consent of the Company in each
instance (i) use in advertising, publicity or otherwise the name of the
Company, or any affiliate of the Company, or any officer or employee of the
Company, nor any trade name, trademark, servicemark, symbol or any
abbreviation, contraction or simulation thereof owned by the Company or its
affiliates, or (ii) represent, directly or indirectly, that any product or any
service provided by Consultant has been approved or endorsed by the Company. 


          9.       Surviving
Sections  


The following
sections will survive the termination of this Agreement: 4, 5, 6, 7, and 8. 


          10.     Notices 



Any notice or
communication required to be given by either party hereunder shall be in
writing and shall be hand delivered or sent by certified or registered mail,
return receipt requested or by confirmed facsimile transmission to the party
receiving such communication at the address specified below: 


	
 

	
 

	
 


	
 

	
If to
 Consultant:


	
 

	
 

	
Roger E.
 Schwed


	
 

	
 

	
[Address]


	
 

	
 

	
 


	
 

	
If to the
 Company:


	
 

	
 

	
 


	
 

	
 

	
United
 Rentals, Inc.


	
 

	
 

	
Five
 Greenwich Office Park


	
 

	
 

	
Greenwich,
 CT 06831


	
 

	
 

	
Attn: Human
 Resources Department


	
 

	
 

	
 


	
 

	
with a copy
 to:


	
 

	
 

	
 


	
 

	
 

	
United
 Rentals, Inc.


	
 

	
 

	
Five
 Greenwich Office Park


	
 

	
 

	
Greenwich,
 CT 06831


	
 

	
 

	
Attn: Legal
 Department





or such other
address as either party may in the future specify in writing to the other
party. 


          11.     Assignment 



This Agreement
is not assignable in whole or in part by either party without the prior written
consent of the other party, and any attempt to make such assignment shall be
void. 


- 10 -






          If
this letter correctly reflects your understanding of the arrangements to which
you and the Company have mutually agreed, please sign below, at which time this
letter shall constitute a valid and binding Agreement between the undersigned. 


	
 

	
 

	
 


	
 

	
Sincerely, 


	
 

	
 


	
 

	
UNITED
 RENTALS, INC. 


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
   Name:


	
 

	
   Title:





Accepted and
Agreed: 


	
 

	
 


	 

	
 


	

Date:   March 31, 2009

	
 





- 11 -






EXHIBIT B


SUBSEQUENT WAIVER AND GENERAL RELEASE


This Subsequent Waiver and General Release (this
“Release”) is made and entered into as of March 31, 2009 by and between United
Rentals, Inc. (“URI”) (URI and its subsidiaries, parents and other affiliates
are referred to collectively as the “Company”), and Roger E. Schwed (“Employee”). This Release shall become
effective as described in Paragraph 5 below, provided that it is executed and
delivered no later than the time and date set forth in Paragraph 4 below.  


	
 

	
 

	
 


	
1.       Release and
other Promises. In exchange for the mutual promises and covenants set forth
in the Separation Agreement and General Release executed by Employee on
February 5, 2009 (the “Separation Agreement”), and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee (on his own behalf and on behalf of his dependents,
heirs, executors, trustees and administrators (and his and their legal
representatives of every kind))hereby agrees as follows:  


	
 

	
 


	
 

	
(a)

	
Release.
Employee hereby releases and forever discharges URI, its respective direct
and indirect parents, affiliates, subsidiaries and benefit plans, and each
such entities’ present and former and/or future “Representatives” (as defined
below), as well as any predecessors, future successors or assigns or estates
of any of the foregoing (hereinafter collectively referred to as the
“Released Parties”), from any and all liabilities, causes of action, suits,
proceedings, agreements, promises, damages, disputes, controversies,
contentions, grievances, differences, judgments, debts, claims and demands of
any kind whatsoever, both in law and in equity, known or unknown, fixed or
contingent, asserted or unasserted, that are capable of being released by
private agreement (hereinafter collectively referred to as the “Claims”), and
which (i) Employee may have or claim to have based upon or in any way related
to Employee’s employment or termination of employment with the Company, or
(ii) otherwise involve facts that occurred during any period prior to his
execution of this Release. For purposes of this Release, “Representatives”
shall mean officers, employees, directors, stockholders, agents, partners,
managers, plan administrators, financial and legal advisors, insurers,
fiduciaries, present or prospective lenders or investors, in their individual
and/or representative capacities.  


	
 

	
 

	
 


	
 

	
 

	
Such
 released Claims include, without limitation, any and all Claims under Title
 VII of the Civil Rights Act of 1964; the Civil Rights Act of 1871; the Civil
 Rights Act of 1991; the Americans with Disabilities Act; the Employee
 Retirement Income Security Act of 1974 (including, without limitation, any
 claim for severance pay, but excluding claims for accrued, vested benefits
 under any benefit plan of the Company in accordance with the terms of such
 plan and applicable law); the Age Discrimination in Employment Act of 1967,
 as amended by the Older Workers’ Benefit Protection Act of 1990; Connecticut
 Fair Employment Practices Act; Connecticut Whistleblower Statute; and any and
 all other federal, state or local laws, statutes, rules and regulations
 pertaining to employment, each as amended. Such
 released Claims also include, without limitation, any and all Claims under
 state contract or tort law; any and all Claims based on the design or
 administration of any Company employee benefit plan or program arising under
 any Company policy, procedure, or employee benefit plan; any and all Claims
 for wages, commissions, bonuses, continued employment with the Company in any
 position, and compensatory, punitive or liquidated damages; and any and all
 Claims for attorney’s fees and costs. 


	
 

	
 

	
 


	
 

	
 

	
Notwithstanding
 the foregoing, nothing contained in this Section 1 shall release, interfere
 with or waive any of Employee’s rights (i) under the Indemnification
 Agreement between the Company and Employee, dated June 14, 2006
 (“Indemnification Agreement”), including any existing claims thereunder; (ii)
 under the surviving sections of the Employment Agreement, dated June 14,
 2006, between Employee and the Company (the “Employment Agreement”); (iii)
 under the Separation Agreement; (iv) under this Release or (v) to file a
 charge with a government agency (but Employee hereby waives any and all
 rights to recover under, or by virtue of, any such charge). 





- 12 -







	
 

	
 

	
 


	
 

	
(b)

	
Representations.
Employee hereby represents and warrants that (i) Employee has not filed,
caused or permitted to be filed any pending proceeding (nor has Employee
lodged a complaint with any governmental or quasi-governmental authority)
against any of the other Released Parties, nor has Employee agreed to do any
of the foregoing, (ii) Employee has not assigned, transferred, sold,
encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise
disposed of or conveyed to any third party any right or Claim against any of
the Released Parties that has been released in this Release, and (iii)
Employee has not directly or indirectly assisted any third party in filing,
causing or assisting to be filed, any Claim against any of the Released
Parties. Without limitation of the foregoing, but without in any way
affecting his rights under the Indemnification Agreement or applicable
director and officer insurance policies, Employee hereby gives up Employee’s
right to receive any financial benefit, including monetary recovery and/or
reinstatement, from any lawsuit, action or settlement related to any Claim
released pursuant to Section 1(a) hereof, whether the lawsuit or action is
filed or the settlement is reached by Employee or anyone else.  


	
 

	
 

	
 


	
2.       Severability.
The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.  


	
 

	
 


	
3.       Choice
of Law; Forum. The provisions of Section 7(h) (governing law) and 7(i)
(arbitration) in the Employment Agreement shall apply equally this Release,
as if set forth herein, and as if this Release were specifically referenced
in such provisions.  


	
 

	
 


	
4.       Opportunity
For Review. Employee represents and warrants that Employee (A) has had at
least 21 days to consider this Release, (B) has read this Release, (C)
understands all the terms and conditions hereof, (D) is not incompetent or
had a guardian, conservator or trustee appointed for Employee, (E) has
entered into this Release of Employee’s own free will and volition, (F) has
duly executed and delivered this Release, (G) understands that Employee is
responsible for Employee’s own attorneys’ fees and costs in connection with
this Release, (H) has had the opportunity to review this Release with
counsel, (I) understands that Employee has been given an opportunity to
review this Release before signing the Release and that if Employee does not
sign and deliver this Release within 21 days of Employee’s receipt of the
Release, and (J) this Release is valid, binding, and enforceable against the
parties hereto in accordance with its terms. Employee has been and is hereby
advised to consult an attorney and any other advisor of Employee’s choice prior
to signing this Release.  


	
 

	
 


	
5.       Effective
Date and Revocation. This Release shall become effective on the 8th
day following the date Employee signs this Release (the “Effective Date”).
Employee may revoke this Release to the terms hereof at any time during the 7
day period immediately following the date of Employee’s signature below by
delivering written notice of Employee’s revocation to URI. In the event of
such revocation, the consequences specified in Section 5(b) of the Separation
Agreement shall apply.  


	
 

	
 


	
6.       Assignability.
This Release shall be binding upon and inure to the benefit of the Parties
named herein and their respective heirs, legal representatives, successors
and permitted assigns. Employee may not assign either this Release or any of
Employee’s rights, interests or obligations hereunder. Employee hereby agrees
and acknowledges that the Company may assign any or all of its rights and
interest hereunder, including, but not limited to, Employee’s agreements
contained in Section 1 hereof, without the consent of Employee, to any person
or entity that acquires substantially all of the assets of the Company or to
any entity with which the Company merges or consolidates.  





EMPLOYEE IS
HEREBY ADVISED THAT EMPLOYEE HAS AT LEAST 21 CALENDAR DAYS TO REVIEW THIS
RELEASE AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS RELEASE. 


EMPLOYEE
AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS RELEASE DO
NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL 21 CALENDAR DAY REVIEW PERIOD.


- 13 -






HAVING ELECTED
TO EXECUTE THIS RELEASE TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND
BENEFITS REFERRED TO IN SECTION 1 ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS RELEASE INTENDING TO WAIVE, SETTLE
AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST THE RELEASED PARTIES
TO THE EXTENT SET FORTH IN SECTION 1 HEREOF. 


ACCEPTED AND AGREED 


United Rentals, Inc.



	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	 

	
 

	
 


	
 

	
 

	
 

	
 


	
Title:

	
 

	
 

	
 


	
 

	 

	
 

	
 


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 


	
 

	 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 


	
Roger E. Schwed

	
 

	
 


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 


	
 

	 

	
 

	
 





- 14 -