**Exhibit 10.2****FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT**     RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forthon the signature page hereof, by and between RSC Holdings Inc., a Delaware corporation (the“Company”), and the participant whose name appears on the signature page hereof (the“Participant”).     1. Grant of Restricted Stock Units. The Company hereby evidences and confirms itsgrant to the Participant, effective as of the Grant Date, of the number of restricted stock unitsspecified on the signature page hereof (the “Restricted Stock Units”). Except as otherwiseprovided in Section 2(c), this Agreement is subordinate to, and the terms and conditions of theRestricted Stock Units granted hereunder are subject to, the terms and conditions of the RSCHoldings Inc. Amended and Restated Stock Incentive Plan (the “Plan”), which areincorporated by reference herein. If there is any inconsistency between the terms hereof and theterms of the Plan, the terms of the Plan shall govern. Any capitalized terms used herein withoutdefinition shall have the meanings set forth in the Plan.     2. Vesting of Restricted Stock Units.     (a) Vesting. Except as otherwise provided in this Section 2, the Restricted StockUnits shall become vested, if at all, on the vesting date set forth on the signature page hereof(the “Vesting Date”), subject to the continued service of the Participant to the Company orany Subsidiary thereof through such date.     (b) Termination of Employment.     (i) Special Termination. If the Participant’s service with the Company isdiscontinued due to a Special Termination prior to the Vesting Date, 100% of the RestrictedStock Units shall become fully vested and nonforfeitable and shall be paid as provided inSection 3.     (ii) Normal Retirement. If the Participant’s service with the Company isdiscontinued due to a Normal Retirement, the Participant shall be entitled to receive, andsuch Restricted Stock Units shall be deemed vested to the extent of, the number of CommonShares that would have been payable had the Participant’s service continued until theVesting Date, multiplied by a fraction, the numerator of which is the number of dayselapsed from the Grant Date through the date of the Participant’s Normal Retirement and thedenominator of which is the number of days from the Grant Date to the Vesting Date, and theremainder of each Restricted Stock Unit shall be forfeited and canceled as of the date ofsuch Normal Retirement.
 

 
     (iii) Any Other Reason. If the Participant’s service with the Company isdiscontinued prior to the Vesting Date for any reason other than a Special Termination orNormal Retirement, all Restricted Stock Units shall immediately be forfeited and canceledeffective as of the date in which the Participant’s service with the Company is terminated.     (c) Change in Control. In the event of a Change in Control, all of the unvestedRestricted Stock Units shall immediately vest and be settled as provided in Section 3 upon theChange in Control. No other Change in Control (as defined in the Plan) shall trigger anysettlement of Restricted Stock Units.     (d) Board Discretion. Notwithstanding anything contained in this Agreement to thecontrary, the Board, in its sole discretion, may accelerate the vesting with respect to anyRestricted Stock Units under this Agreement, at such times and upon such terms and conditions asthe Board shall determine.     3. Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shalldeliver to the Participant one Common share in settlement of each outstanding Restricted Stock Unitthat has vested as provided in Section 2 on the first to occur of (i) the first businessday following the six-month anniversary of the date the Participant’s service with the Company isdiscontinued, or as soon thereafter as practicable (but no later than December 31 of such year), or(ii) upon a Change in Control in which the Restricted Stock Units do not continue, in eachcase by either (A) issuing one or more stock certificates evidencing the Common Shares tothe Participant, (B) registering the issuance of the Common Shares in the name of theParticipant through a book entry credit in the records of the Company’s transfer agent or(C) in the event of settlement upon a Change in Control, a cash payment equal to the Changein Control Price multiplied by the number of vested Restricted Stock Units. No fractional sharesof stock shall be issued in respect of Restricted Stock Units. Fractional Restricted Stock Unitsshall be settled through a cash payment equal to the Fair Market Value of the Common Shares on thesettlement date.     4. Securities Law Compliance. Notwithstanding any other provision of this Agreement,the Participant may not sell the Common Shares acquired upon vesting of the Restricted Stock Unitsunless such shares are registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), or, if such shares are not then so registered, such sale would be exempt from theregistration requirements of the Securities Act. The sale of such shares must also comply withother applicable laws and regulations governing the share and Participant may not sell the CommonShares if the Company determines that such sale would not be in material compliance with such lawsand regulations.
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     5. Participant’s Rights with Respect to the Restricted Stock Units.     (a) Restrictions on Transferability. The Restricted Stock Units granted hereby arenot assignable or transferable, in whole or in part, and may not, directly or indirectly, beoffered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of orencumbered (including without limitation by gift, operation of law or otherwise) other than by willor by the laws of descent and distribution to the estate of the Participant upon the Participant’sdeath; provided that the deceased Participant’s beneficiary or representative of the Participant’sestate shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, tobe bound by the provisions of this Agreement and the Plan as if such beneficiary or the estate werethe Participant.     (b) No Rights as Stockholder. The Participant shall not have any rights as astockholder including any voting, dividend or other rights or privileges as a stockholder of theCompany with respect to any Common Shares corresponding to the Restricted Stock Units grantedhereby unless and until Common Shares are issued to the Participant in respect thereof.     (c) Dividend Equivalents. The Participant shall be credited with DividendEquivalents in the form of additional Restricted Stock Units when cash dividends are paid on theCommon Shares. Such Dividend Equivalents shall be computed by dividing: (i) the amountobtained by multiplying the amount of the dividend declared and paid for each Common Share by thenumber of Restricted Stock Units held by the Participant on the record date, by (ii) theFair Market Value of the Common Shares on the dividend payment date for such dividend, withfractions computed to four decimal places. Such additional Restricted Stock Units shall vest andbe settled in the same manner as the Restricted Stock Units to which they relate.     6. Adjustment in Capitalization. The number, class or other terms of any outstandingRestricted Stock Units shall be adjusted by the Board to reflect any extraordinary dividend, stockdividend, stock split or share combination or any recapitalization, business combination, merger,consolidation, spin-off, exchange of shares, liquidation or dissolution of the Company or othersimilar transaction affecting the Common Shares in such manner as it determines in its solediscretion.     7. Miscellaneous.     (a) Binding Effect; Benefits. This Agreement shall be binding upon and inure to thebenefit of the parties to this Agreement and their respective successors and assigns. Nothing inthis Agreement, express or implied, is intended or shall be construed to give any person other thanthe parties to this Agreement or their respective successors or assigns any legal or equitableright, remedy or claim under or in respect of any agreement or any provision contained herein.
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     (b) No Right to Continued Employment. Nothing in the Plan or this Agreement shallinterfere with or limit in any way the right of the Company or any of its Subsidiaries to terminatethe Participant’s employment at any time, or confer upon the Participant any right to continue inthe employ of the Company or any of its Subsidiaries.     (c) Interpretation. The Committee shall have full power and discretion to construeand interpret the Plan (and any rules and regulations issued thereunder) and this Award. Anydetermination or interpretation by the Committee under or pursuant to the Plan or this Award shallbe final and binding and conclusive on all persons affected hereby.     (d) Tax Withholding. The Company and its Subsidiaries shall have the right to deductfrom all amounts paid to the Participant in cash (whether under the Plan or otherwise) any amountof taxes required by law to be withheld in respect of settlement of the Restricted Stock Unitsunder the Plan as may be necessary in the opinion of the Employer to satisfy tax withholdingrequired under the laws of any country, state, province, city or other jurisdiction, including butnot limited to income taxes, capital gains taxes, transfer taxes, and social security contributionsthat are required by law to be withheld. The Company may require the recipient of the CommonShares to remit to the Company an amount in cash sufficient to satisfy the amount of taxes requiredto be withheld as a condition to the issuance of such shares. The Committee may, in itsdiscretion, require the Participant, or permit the Participant to elect, subject to such conditionsas the Committee shall impose, to meet such obligations by having the Company withhold or sell theleast number of whole shares of stock having a Fair Market Value sufficient to satisfy all or partof the amount required to be withheld. The Company may defer issuance of the Common Shares untilsuch requirements are satisfied.     (e) Forfeiture for Financial Reporting Misconduct. If the Company is required toprepare an accounting restatement due to material noncompliance by the Company with any financialreporting requirement under the securities laws, and if the Participant knowingly or grosslynegligently engaged in the misconduct or knowingly or grossly negligently failed to prevent themisconduct as determined by the Committee, or if the Participant is one of the individuals subjectto automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, then the Participantshall forfeit and disgorge to the Company (i) any Restricted Stock Units granted or vestedand all gains earned or accrued due to the sale of any Common Shares received in respect of theRestricted Stock Units during the 12-month period following the filing of the financial documentembodying such financial reporting requirement and (ii) any Restricted Stock Units thatvested based on the materially non- complying financial reporting.
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     (f) Applicable Law. This Agreement shall be governed by and construed in accordancewith the law of the State of Delaware regardless of the application of rules of conflict of lawthat would apply the laws of any other jurisdiction.     (g) Limitation on Rights; No Right to Future Grants; Extraordinary Item ofCompensation. By entering into this Agreement and accepting the Restricted Stock Unitsevidenced hereby, the Participant acknowledges: (a) that the Plan is discretionary innature and may be suspended or terminated by the Company at any time; (b) that the Awarddoes not create any contractual or other right to receive future grants of Awards; (c) thatparticipants in the Plan is voluntary; and (d) that the future value of the Common Sharesis unknown and cannot be predicted with certainty.     (h) Employee Data Privacy. By entering into this Agreement and accepting theRestricted Stock Units evidenced hereby, the Participant: (a) authorizes the Company, anyagent of the Company administering the Plan or providing Plan recordkeeping services, to discloseto the Company or any of its affiliates any information and data the Company requests in order tofacilitate the grant of the Award and the administration of the Plan; (b) waives any dataprivacy rights the Participant may have with respect to such information; and (c)authorizes the Company and its agents to store and transmit such information in electronic form.     (i) Consent to Electronic Delivery. By executing this Agreement, Participant herebyconsents to the delivery of information (including, without limitation, information required to bedelivered to the Participant pursuant to applicable securities laws) regarding the Company and theSubsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company web site or otherelectronic delivery.     (j) Headings and Captions. The section and other headings contained in thisAgreement are for reference purposes only and shall not affect the meaning or interpretation ofthis Agreement.     (k) Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be deemed to be an original and all of which together shall constitute one and thesame instrument.– *Signature page follows*—
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     IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of theGrant Date.       RSC HOLDINGS INC.       By:           Name:    Title:       PARTICIPANT:                         Name:     Restricted Stock Units:              Grant Date:              Vesting Date:         
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