Exhibit 10.1
 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AND NONCOMPETITION AGREEMENT
 th
 RECITALS
 WHEREAS
 WHEREAS
 WHEREAS,
 WHEREAS,
 WHEREAS
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AGREEMENT
 NOW, THEREFORE,
 ARTICLE I
 EMPLOYMENT
 Section 1.1 . Employment & Position
 Section 1.2 . Duties .
 Section 1.3 . Term of Employment .
 ARTICLE II
 COMPENSATION
 Section 2.1 . Base Salary .
 Section 2.2 . Variable Compensation .
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Section 2.3 . Equity incentive .
 Section 2.4 . Other Benefits
 Section 2.5 . Employment Separation .
 Severance Benefits
 1.
    
    Eighteen (18) months of Base Salary (the Severance Period), plus a pro-rata portion of
variable compensation for the calendar year, or if variable compensation is to be paid quarterly
then for the calendar quarter, in which the severance occurs up to the separation date, such pro
rata bonus to be equal to the variable compensation Executive would have earned had Executive
remained employed through the end of the applicable period (pro rated based on the number of days
employed in such period). Executives entitlement to and the amount of any variable compensation
under this Section 2.5(a) (1) shall be determined at the sole discretion of the Company. The Base
Salary shall be payable in accordance with the Companys regular payroll practices, and the pro
rata variable compensation payments shall be payable at the time that other variable compensation
payments are made under the applicable Variable Compensation Plan. Notwithstanding anything to the
contrary, prior to the expiration of the first anniversary of this Agreement, the Severance Period
shall be thirty (30) months. Further, notwithstanding the payment schedule described in this
paragraph, if Executive is a Specified Employee (as defined in Section 409A of the Internal Revenue
Code of 1986, as amended (the Code)) and becomes entitled to
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the payment described in this Section 2.5 as a result of a separation of service as defined by
Section 409A(a)(2)(i) of the Code, then the portion of such payment treated as separation pay for
purposes of Section 409A shall not be paid prior to the date which is six (6) months after the date
of the Executives separation of service with the Company if such payment would result in the
imposition of an excise tax under Section 409A of the Code. Any amount described in the preceding
sentence otherwise payable during the first six months following Executives separation from
service shall be accumulated and paid to Executive in a lump sum amount on the first date of the
seventh month following the date of separation from service.Executives entitlement to the foregoing severance payments is contingent on her continued
compliance with the confidentiality, non-competition and non-solicitation provisions outlined in
Sections 3.1, 3.2, 4.2 and 4.3 herein. Executive understands that if the Company determines that
she has violated the confidentiality provisions, covenant not to compete or non-solicitation
provisions, the Company will not make any further severance payments, and will be entitled to
reimbursement from Executive of any severance amounts already paid to her, all in addition to any
other remedy to which the Company may.2.
    
    Upon her separation from service, if Executive is eligible and enrolled in the Companys medical
and dental benefit programs, the Company will provide the necessary forms, including COBRA
notifications, to transfer the responsibility and right to continue those benefits to Executive,
which under COBRA are typically at her expense, for the time period allowed by law or under the
applicable programs. However, assuming Executive is eligible and elects to continue those benefits,
the Company will continue to pay the same proportion of Executives medical and dental insurance
premiums under COBRA as during active employment (for Executive and eligible dependents) until the
earlier of: (1) the expiration of the Severance Period; or (2) the date Executive is eligible for
medical and dental insurance benefits by another employer.3.
    
    Upon termination of employment, Executive is not eligible to continue participation in the
Company group life insurance program. The Company will therefore pay, at the Companys option, the
premiums during the Severance Period that are either
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(i)
    
    applicable to a conversion of the coverage (equal to the amount normally provided to an
employee without payment by the employee) from group to individual coverage; or (ii) that will
support the same level of coverage in a term life policy. The companys obligation under this
sub-section is to provide the required insurance and Executive is not entitled to a cash payment in
substitution thereof
 4.
    
    If Executive is not fully vested in the Companys 401(k) and/or other retirement/pension plan on
the date of separation, the Company shall pay Executive an amount equal to the unvested portion of
such account(s).5.
    
    The Company on the date of separation will provide professional outplacement counseling and
services consistent with other Executives at similar compensation levels. No cash lump sum payment
in lieu of outplacement services will be provided to Executive.6.
    
    During the Severance Period the Company will continue to pay for Executives reasonable
association fees related to Executives former duties and responsibilities if and to the extent
previously paid by the Company.7.
    
    The Company shall, except in the case of any termination of Executives employment for Cause,
give the Executive no less than 30 days prior written notice of termination of employment. In the
event the Company gives such notice, the Executive shall be under no obligation to render
additional services and shall be allowed to seek other employment, provided that the Severance
Period shall be reduced accordingly if Executive so ceases to provide services
to the Company.
 For Cause
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Disability
 Voluntary Resignation by Executive
 ARTICLE III
 CONFIDENTIAL INFORMATION
 Section 3.1 . Confidential Information .
 Section 3.2 . Ownership of Records, Etc .
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Section 3.3 . Injunctive Relief .
 ARTICLE IV
 COVENANT NOT TO COMPETE
 Section 4.1 . Recitals .
 Section 4.2 . Covenant Not to Compete .
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Section 4.3 . No Solicitation of Customers or Employees .
    Section 4.4 . Severability of Provisions .
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Section 4.5 . Injunctive Relief .
 Section 4.6 . Equitable Tolling .
 ARTICLE V
 GENERAL PROVISIONS
 Section 5.1 . Assignment .
 Section 5.2 . Sole and Entire Agreement
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Section 5.3 . Waivers .
 Section 5.4 . Amendment .
 Section 5.5 . Separability .
 Section 5.6 . Time Is of the Essence .
 Section 5.7 . Duration of Obligations .
 Section 5.8 . Attorneys Fees .
 Section 5.9 . Captions Definitions .
 Section 5.10 . Applicable Law .
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Section 5.11 . Confidentiality .
 Section 5.12 . Voluntary Agreement and Legal Counsel .
 IN WITNESS WHEREOF
 RENTAL SERVICE CORPORATION
    
    EXECUTIVEBy:
    
    /s/ Joseph A. Turturica

Joseph A. Turturica
    
    By:
    
    /s/ Patricia D. Chiodo

Patricia D. ChiodoSVP & Chief People Officer
    
    
    
    Vice President, Controller
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