exv10w20






Exhibit 10.20




Electro Rent Corporation

STOCK UNIT AWARD AGREEMENT




	 	 	 
	“Grantee”
	 	 
	“Grant Date”

	 	          June 1, 2009
	Number of Units Covered:







     Grant of Units. Pursuant to the compensation arrangement for non-employee directors of
Electro Rent Corporation (“Electro Rent”), you have been granted an award (your
“Award”) of the number of stock units set forth above (each a “Unit”) upon and
subject to the restrictions, terms and conditions set forth in Electro Rent’s 2005 Equity Incentive
Plan (the “Plan”), this letter and the attached Terms and Conditions (the “Terms”)
(capitalized terms not otherwise defined will be as defined in the Plan). This Award represents a
pro rata award for the period until the 2009 Shareholders’ Meeting.



     Vesting of Units. Seventy Five Percent (75%) of the Units are immediately vested and an
additional twenty Five Percent (25%) will vest on September 1, 2009 if you are still a member of
the Board on such date. In addition, all Units not otherwise vested will be vested in full if a
Change of Control, your death or your Disability occurs while you are still a member of the Board.



     Issuance of Shares. Your Award represents the right to receive, and you will become the owner
of, one Share for each vested Unit as of the first to occur (the “Issuance Date”) of (a)
January 1, 2015; (b) a Change of Control; or (c) the date of you cease to be a member of the Board
for any reason. Any Units not vested on or before the Issuance Date will be forfeited and be of no
further force or effect.



     Dividends. Subject to applicable withholding obligations, Electro Rent will pay to you an
amount per vested Unit equal to the amount of cash dividends paid per share of Common Stock as
follows: (1) if the record date for the dividend is on or after the Grant Date but before the first
anniversary of the Grant Date, payment shall be made within ten (10) days after that anniversary
and (2) if the record date for the dividend is on or after the first anniversary of the Grant Date
but before the Issuance Date, payment shall be made at the same time as payment of the dividend
involved. No payment will be made with respect to Units which never vest, or for dividends where
the record date for the dividend is before the Grant Date or on or after the Issuance Date.



     Please review the Plan and the Terms carefully, as they control your rights under your Award.
Then sign (and if you are married, have your spouse sign) one copy of this letter and return it to
Craig Jones. If you have any questions, please call him.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 	 	Electro Rent Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






     I hereby accept this Award and have reviewed the Plan and the Terms. I understand that I will not
receive anything for Units under certain circumstances, including my ceasing to be a director of
Electro Rent before they vest. I further understand that I may not transfer my Award except under
circumstances described in this Award and the Plan.



	 	 	 	 	 	 	 
	 

	 	 

“Grantee”
	 	 






     I agree to be bound by all of the terms and conditions of the Award, including those set forth in
the Plan and the Terms.



	 	 	 	 	 	 	 
	 	 	Grantee’s Spouse	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 






Please read carefully the summary of certain tax information below, and discuss it with your

tax advisor. You have only 30 days from the Grant Date to make an election under

IRC §83(b). If you want to make an election under IRC §83(b), you are responsible for preparing

and filing the election.




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TERMS AND CONDITIONS



These Terms and Conditions are attached to a letter (the “Award Letter”) from Electro Rent
Corporation (“Electro Rent”) granting an Award to you, and are intended to govern that
Award. All capitalized terms not specifically defined in these Terms and Conditions have the
meanings set forth in the Award Letter or the Plan.




     1. Issuance of Certificate. Electro Rent will issue to you (or following your death,
your estate) a certificate of any Shares due under this Award promptly after the Issuance Date. No
consideration will be due for the issuance of Shares hereunder, although you will be responsible
for any withholding taxes. Electro Rent shall not be required to issue fractional shares of Common
Stock upon settlement of this Award. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in capitalization or event, or any distribution
to holders of Shares other than a cash dividend, the number and class of securities subject
to the Award shall be appropriately adjusted by the Compensation Committee (the
“Committee”). The decision of the Committee regarding any such adjustment shall be final,
binding and conclusive.



     2. Restriction on Transfer; Voting Rights. This Award may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of or encumbered either voluntarily or by
operation of law except (i) by will or the laws of descent and distribution or (ii) to your
designated beneficiary to the extent permitted by the Committee. If there is any other attempt to
transfer this Award or any other right or privilege granted hereby, this transfer shall be null and
void and be of no force or effect.



     3. Shares to be Issued in Compliance with Applicable Laws and Exchange Rules. By
accepting the Award, you represent and agree that none of the Units are being acquired with a view
to any sale, transfer or distribution in violation of the Securities Act of 1933, as amended (the
“Securities Act”), and the rules and regulations promulgated thereunder, any applicable
state “blue sky” laws or any applicable foreign laws. If required by the Committee, you shall
furnish evidence satisfactory to Electro Rent to such effect (including a written representation
and an indemnification of Electro Rent in the event of any violation of any applicable laws).



     4. Withholding of Taxes. Upon request by Electro Rent, the person entitled to the
Shares shall pay Electro Rent the amount of any taxes which Electro Rent is required to withhold,
including (if applicable) payment as of the time of any applicable election under Section 83(b) of
the Code. If you shall fail to make any such payment when requested Electro Rent may, in its
discretion, refuse to issue the certificate for the Shares, deduct any such payment from any
amount then or thereafter payable by Electro Rent or a Subsidiary or pursue any available remedy
available to it.



     5. Participation in Other Company Plans. The grant of this Award will not affect any
right you might otherwise have to participate in and receive benefits under the then current
provisions of any pension, insurance, or profit sharing program of Electro Rent or its
subsidiaries.



     6. Not an Employment or Service Contract. Nothing in this Award is to be construed as
an agreement, express or implied, by Electro Rent or its subsidiaries to employ you or contract for
your services, nor will it restrict Electro Rent’s or any subsidiary’s right to discharge you or
cease contracting for your services or to modify, extend or otherwise affect in any manner
whatsoever, the terms of any employment agreement or contract for services which may exist between
you and Electro Rent or its subsidiaries.



     7. Tax Effect of Payments. In the event that it is determined that any Shares or
payment under this Award would subject any payments to the excise tax imposed by Section 4999 or
Section 409A of the Code or any interest or penalties with respect to such excise tax (such excise
tax, together with any such interest or penalties, are collectively referred to as the “Excise
Tax”), then this Award shall be interpreted and modified by the Commitee to provide as near as
possible the same economic benefit to you hereunder but without triggering any Excise Tax, and any
clause which the Committee determines would otherwise trigger such a tax will be null and void.



     8. Agreement Subject to Plan. This Award is subject to, and Electro Rent and you
agree to be bound by, all of the terms and conditions of the Plan, as it may be amended from time
to time in accordance with its terms. No future amendment to the Plan will adversely affect your
rights under this Award in a material manner without your prior written consent.



     9. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan, the Award Letter and these Terms constitute our entire agreement with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of
Electro Rent and you with respect to the subject matter hereof. In the event of any conflict with
the Plan, the Plan shall control. The interpretation, performance and enforcement of this
Agreement shall be governed by the internal substantive laws of the State of California, without
regard to the conflict of laws provisions of that or any other State. The Award can only be
amended in a writing executed by a duly authorized Executive Officer of Electro Rent.



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TAX MATTERS FOR US CITIZENS



The following is a summary of some current tax consequences of this Award:




If you decide NOT to make an “83(b) Election” 





Electro Rent will report compensation for you—and the related taxes will be due—as of the
Issuance Date based on market price of those Shares at that time (which could be more or
less than the price on the Grant Date). As a result, you will have to write Electro Rent a
check for any withholding tax, including without limitation, federal income, state income,
Medicare and social security, based upon the tax rates at the time. If you are not an
employee, you must pay the tax through estimated taxes or other means. Because of this
out-of-pocket cash obligation, you may find it necessary to sell sufficient shares to cover
this obligation (or request that Electro Rent withhold sufficient shares from the total
Shares vested). Sale of shares or withholding of shares to cover the tax obligation is
subject to Electro Rent’s blackout policy. Our Chief Financial Officer should be consulted
with respect to these restrictions. It is possible to commit to sell or have Electro Rent
withhold the necessary shares in advance to avoid blackout restrictions that may otherwise
exist on the Issuance Date.



If you decide to make an “83(b) Election” 





Electro Rent will report compensation for you—and the related taxes will be due—as of the
Grant Date based on the value at that time, even if the Shares involved never vest (although
you may have a capital loss). Because of this acceleration of the taxable event, there
should not be any tax incurred on the Issuance Date. One consequence of this election is
your out-of-pocket cash obligation is triggered without the ability to sell or have Electro
Rent withhold the Shares to fund the obligation (since the Shares are not vested).




The 83(b) election is made with the Internal Revenue Service and is due thirty (30) days
from the Grant Date of your Award. The election may be made for part or all of your
Units. We recommend that you consult with your own tax advisor regarding the advantages and
disadvantages of making this election. IF YOU WANT TO MAKE THIS ELECTION, IT IS YOUR
RESPONSIBILITY TO PREPARE AND FILE THE PROPER DOCUMENTATION WITH THE I.R.S.



Payments on Account of Dividends:





Payments made to you on account of dividends declared before the Issuance Date should be
taxable as ordinary income.



Please note that this is a very brief summary of some current tax effects of the Award. It is not

intended to be tax advice to you and is not a complete discussion of all of the possible tax

consequences to you related to your restricted stock. It also does not address state, local, or

non-United States tax implications. Moreover, the tax consequences of this Award could change. You

should discuss your tax situation with your tax advisor rather than just relying on this summary.





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