Exhibit 10.1
 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AND NONCOMPETITION AGREEMENT
  RECITALS
 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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