Exhibit
10.13


 




	
  

  	
  Confidential
  Neff Holdings LLC Sale Transaction Bonus Plan (Amended and Restated Effective
  June 1, 2014) Section 1. Purpose The Neff Holdings LLC Sale Transaction Bonus
  Plan (the “Plan”) was established January 14, 2014. The Board now desires to
  amend and restate the Plan in its entirety effective June 1, 2014. The
  purpose of the Plan is to provide cash bonus payments to certain managers and
  employees of the Company Group upon the consummation of certain qualifying
  Sale Transactions. The Plan is designed to promote the interests of the
  Company and its members by providing an additional incentive to managers and
  employees to maximize the value of the Company’s business. Section 2.
  Definitions When used in this Plan, unless the context otherwise requires,
  the following terms shall have the meanings set forth next to such terms: (a)
  “Award” shall mean the contingent right of a Participant to receive a payment
  under the Plan upon the consummation of a qualifying Sale Transaction,
  subject to the terms and conditions of the Plan. (b) “Award Agreement” shall
  mean a written agreement entered into between the Company and the Participant
  in connection with an Award (including any notice of an Award executed and
  delivered by the Company to a Participant and which is countersigned or
  acknowledged by such Participant). (c) “Board” shall mean the Board of
  Managers of the Company or a committee established by the Board with the
  authority to oversee, administer and implement the Plan. (d) “Cause” shall
  mean, with respect to any Participant, that one or more of the following has
  occurred: (i) the Participant is convicted of a
  felony or pleads guilty or nolo  contendere
  to a felony (whether or not with respect to the Company Group or any of its
  affiliates); (ii) a failure of the Participant to substantially perform his
  responsibilities and duties to the Company Group, after ten (10) days written
  notice given by the Company Group, which notice shall identify the failure in
  reasonable detail and grant the Participant an opportunity to cure such
  failure within such ten (10) day period; (iii) the failure of the Participant
  to carry out or comply with any lawful and reasonable directive of the Board
  (or any committee of the Board), any governing body of any member of the
  Company Group, or the Chief Executive Officer of any member of the Company
  Group, which is not remedied within ten (10) days after the Participant’s
  receipt of written notice from any of the foregoing specifying such failure;
  (iv) the 1

  






 















	
  

  	
   Participant engages in illegal conduct, any
  act of dishonesty, breach of fiduciary duty (if any) or other misconduct, in
  each case in this clause (iv), against the Company Group or any of its
  affiliates; (v) a material violation or willful breach by the Participant of
  any of the policies or procedures of the Company Group, including, without
  any limitation, any employee manual, handbook or code of conduct of the
  Company Group which, to the extent curable, is not remedied within ten (10)
  days after the Participant’s receipt of written notice given by the Company
  Group identifying the violation or breach in reasonable detail and granting
  the Participant an opportunity to cure such violation or breach (to the
  extent curable) within such ten (10) day period; (vi) the Participant fails
  to meet any material obligation the Participant may have under any agreement
  entered into with the Company Group which, to the extent curable, is not
  remedied within ten (10) days after the Participant’s receipt of written
  notice given by the Company Group identifying the failure in reasonable
  detail and granting the Participant an opportunity to cure such failure
  within such ten (10) day period; (vii) the Participant’s habitual abuse of
  narcotics or alcohol; or (viii) the Participant’s breach of any non-compete,
  non-solicit, confidentiality or other restrictive covenant to which the
  Participant may be subject, pursuant to an employment agreement or otherwise.
  Notwithstanding the foregoing, the term “Cause” with respect to any
  Participant that has an employment agreement with any member of the Company
  Group shall have the meaning given to it in such employment agreement. (e)
  “Company” shall mean Neff Holdings LLC, a Delaware limited liability company.
  (f) “Company Group” shall mean any of the Company or its direct or indirect
  subsidiaries, including Neff Rental LLC. (g) “Enterprise Value” shall mean
  the enterprise value of the Company at the time of consummation of a Sale
  Transaction, taking into consideration the form, amount and timing of any consideration
  to be received by the Company and/or its members in connection therewith, all
  as determined by the Board in its sole discretion; any determination of
  Enterprise Value by the Board shall be solely for purposes of administering
  the Plan and is not intended to be reflective of value for any other purpose.
  (h) “Participant” shall mean a manager or an employee of the Company Group
  who has been granted an Award under the Plan. (i)
  “Plan” shall mean the Amended and Restated Neff Holdings LLC Sale Transaction
  Bonus Plan, as it may be amended or supplemented from time to time. (j) “Sale
  Transaction” shall mean the bona fide sale or transfer, in one transaction or
  a series of related transactions, of (x) all or substantially all of the
  consolidated assets of the Company Group or (y) at least a majority of the
  then-issued and outstanding Class A Units of the Company to (in either case)
  any person or group of related persons (other than a member or an affiliate
  of a member of the Company Group), provided, however, that a Sale Transaction
  shall not include a dividend or other distribution of cash or other assets of
  the Company to its members made with the proceeds of borrowed money,
  regardless of whether the borrowing incurred to finance such dividend or
  distribution was incurred prior to or after such dividend or 2

  






 















	
  

  	
   distribution. In
  addition, a “Sale Transaction” shall include an underwritten public offering
  by the Company pursuant to an effective registration statement covering a
  sale of Company units to the public that (a) results in equity securities of
  the Company or any corporate successor to the Company (including any
  successor by conversion to a subchapter C corporation, merger or
  consolidation into a corporation, recapitalization or reorganization, sale of
  securities or otherwise) being listed on an SEC-registered national
  securities exchange, and (b) involves gross cash proceeds from the sale of
  equity securities of the Company or any such corporate successor of at least
  $200 million; if a Sale Transaction as described in this sentence occurs all
  references in the Plan to the “consummation” or “closing” of the Sale
  Transaction, or like terms, shall be deemed to refer to the listing of such
  equity securities on such an exchange. Notwithstanding the foregoing, for any
  Awards that are nonqualified deferred compensation subject to Section 409A of
  the Internal Revenue Code, in no event shall a transaction be considered a
  Sale Transaction, unless such transaction would also be a “change in control”
  (whether by change in ownership, effective control or change in the ownership
  of a substantial portion of the assets) under Section 409A of the Internal
  Revenue Code (and the rules and regulations thereunder)
  and, if the Company is still a limited liability company, by applying such
  definition to a limited liability company. (k) “Total Disability” shall mean
  a Participant’s inability to engage in any substantial gainful activity by
  reason of any medically determinable physical or mental impairment that can
  be expected to result in death or that can be expected to last for a
  continuous period of not less than twelve (12) months and the Participant has
  been receiving benefits for at least three (3) months under a disability plan
  of the Company Group; a determination of Disability shall be made by a
  physician satisfactory to the Board. Section 3. Plan Administration The Plan
  shall be administered by the Board. The Board shall have such powers and
  authority as may be necessary or appropriate for the Board to carry out its
  functions as described herein, including, but not limited to, (i) complete authority to interpret and administer the
  Plan, any Awards granted under the Plan and, if applicable, any Award
  Agreements evidencing Awards granted under the Plan, (ii) exercise all of the
  powers granted to it under the Plan, (iii) construe, interpret and implement
  the Plan and, if applicable, any Award Agreements, (iv) prescribe, amend and
  rescind rules and regulations relating to the Plan, including rules governing
  its own operations, (v) make all determinations necessary or advisable in
  administering the Plan, (vi) correct any defect, supply any omission and
  reconcile any inconsistency in the Plan, (vii) amend the Plan to reflect
  changes in applicable law, (viii) delegate such powers and authority to such
  person as it deems appropriate, and (ix) waive any conditions under any
  Awards or, if applicable, any Award Agreements. The determination of the
  Board on all matters relating to the Plan or, if applicable, any Award
  Agreement shall be final, binding and conclusive. No member of the Board
  shall be liable for any action or determination made in good faith by the
  Board with respect to the Plan or any Award thereunder.
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   Section 4. Grant of Awards The Board shall
  determine the Participants to whom Awards are granted under the Plan and the
  terms of such Awards, in accordance with, and not inconsistent with the terms
  of the Plan. As of the date hereof, the Board has determined to grant Awards
  under Exhibit A and Exhibit B hereto to those Participants identified
  therein, in the amounts reflected therein. The Board may supplement these
  Exhibits from time to time in its sole discretion with additional
  Participants or may grant additional Awards, but shall not reduce the
  entitlement of any Participant under any previously granted Award, subject to
  the terms and conditions of the Plan. Section 5. Entitlement to Awards and
  Payment (a) Entitlement to Payments. Payments pursuant to Awards identified
  on Exhibit A shall be made only upon the consummation of a Sale Transaction
  as determined by the Board in its sole discretion, and payments pursuant to
  Awards identified on Exhibit B shall be made only upon the consummation of a
  Sale Transaction where the Enterprise Value at the time of such transaction
  exceeds the Enterprise Value set forth next to such Participant’s name on
  Exhibit B (and, if such Participant has an Award Agreement, as set forth in
  such Award Agreement), and in either case a Participant shall only be
  eligible to receive payments pursuant to his or her Award, (i) to the extent a Participant is given an Award
  Agreement, the Participant has signed and returned the Award Agreement (or
  related acknowledgement) in the time period specified in such Award
  Agreement; (ii) subject to Section 6, provided the Participant remains
  employed by (or in service to) the Company Group at the time of the
  consummation of the Sale Transaction; (iii) the Participant, if requested by
  the Company Group, signs and delivers to the Board (A) at the time the agreement
  for such Sale Transaction is executed, a certification that the
  representations and warranties contained in the agreement for such Sale
  Transaction are true and correct to the best of the Participant’s knowledge,
  after reasonable investigation and due inquiry and (B) on or prior to the
  closing date of such Sale Transaction, such other documents as are reasonably
  requested by the Company Group (including any certification referred to in
  clause (A), but made as of such closing date); (iv) the Participant (or the
  Participant’s estate, as applicable) has executed and delivered to the
  Company on the closing date of the Sale Transaction an enforceable release of
  claims in the form provided by the Company, which shall be in substantially
  the form attached as Exhibit C hereto, and the expiration of the revocation
  period described therein without the General Release having been revoked; (v)
  the Participant, if requested by the Company, promptly resigns from his or
  her position as an officer, manager (or equivalent position) or committee
  member of the Company Group effective as of any time on or prior to the
  closing date of the Sale Transaction, as specified by the Company; provided,
  however, that no such resignation shall have any effect 4

  






 















	
  

  	
   on the rights or obligations of such
  Participant under any employment agreement or other arrangement with the
  Company Group; In no event shall a Participant be entitled to payment under
  an Award (x) with respect to Awards on Exhibit A, if a Sale Transaction is
  not consummated on or before December 31, 2023 and (y) with respect to Awards
  on Exhibit B, if a Sale Transaction is not consummated on or before December
  31, 2023 with an Enterprise Value that exceeds the Enterprise Value set forth
  next to such Participant’s Award on Exhibit B (and if such Participant has an
  Award Agreement, as set forth in such Award Agreement). (b) Form. All
  payments due under the Plan shall be made in cash and may be made through the
  Company Group’s payroll system. (c) Timing of Payments. All payments to
  Participants hereunder shall be made in a single, lump-sum on (i) the thirtieth (30th) day following the consummation of
  a Sale Transaction for Awards specified in Exhibit A and (ii) on the closing
  date of a Sale Transaction for Awards specified in Exhibit B; provided,
  however, if any such payment is to be made through the Company Group’s
  payroll system and if such payment cannot be made on such closing date
  through the Company Group’s payroll system, such payment shall be made on the
  first reasonably practicable day following such closing date which such
  payment can be made through the Company Group’s payroll system. Section 6.
  Service Requirement Any payment to a Participant under the Plan pursuant to
  an Award shall be conditioned upon such Participant’s continued employment
  with (or service to) the Company Group from the date of grant of such Award
  until the consummation of the Sale Transaction. Unless otherwise provided in
  the applicable Award Agreement, a Participant shall not be entitled to the
  payment of an Award if his or her employment (or service) is terminated at
  any time or for any reason prior to the consummation of a Sale Transaction.
  Except as provided for in this Section 6, if a Participant’s employment with
  (or service to) the Company Group is terminated for any reason prior to the
  consummation of the Sale Transaction, the Participant shall be deemed to have
  forfeited any and all interest in any Award held by the Participant. Section
  7. Unfunded Status All amounts which become payable pursuant to this Plan
  remain general obligations of the Company. All payments made pursuant to this
  Plan shall come from the general assets of the Company. The payment of any
  amount is not secured by any specific assets of the Company Group. No
  Participant shall be entitled to or have any rights of a member of the
  Company with respect to any Award granted under this Plan. 5

  






 















	
  

  	
   Section 8. General Rules Applicable to
  Awards All Awards shall be subject to the following: (a) The obligation of
  the Company to make payment with respect to an Award shall be subject to all
  applicable laws, rules and regulations and to such approvals by government
  agencies as may be required. (b) The Company shall have the right to withhold
  from payment made under any Awards any federal, state or local taxes as
  required by law to be withheld with respect to such Awards. Any such taxes
  are the sole responsibility of the Participant and the Participant shall have
  no right to indemnification for any or all taxes owed in connection with
  payment under such Awards. (c) All Awards shall expire and be forfeited if
  the consummation of a Sale Transaction has not occurred (or for Exhibit B
  Participants, the consummation of a Sale Transaction that does not exceed the
  Enterprise Value) on or before December 31, 2023. (d) No Participant shall
  receive payment with respect to an Award on account of more than one Sale
  Transaction. (e) No Award may be transferred by a Participant other than by
  will or by the laws of descent and distribution. (f) Where the day on or by
  which anything is to be done is not a business day, it shall be done on or by
  the first business day thereafter. Section 9. General Provisions (a) No Right
  to Employment. Nothing contained in this Plan shall confer upon any
  Participant the right to continue in the employ of or service with the
  Company Group, or affect any rights which the Company Group may have to
  terminate such employment or service for any reason at any time. (b)
  Non-Uniform Determinations. The Board’s determinations of Awards under the
  Plan need not be uniform and may be made by it selectively among persons who
  receive or are eligible to receive Awards (whether or not such persons are
  similarly situated). Without limiting the generality of the foregoing, the
  Board shall be entitled, among other things, to make nonuniform
  and selective determinations, and to enter into non-uniform and selective
  Awards, as to the person to receive Awards under the Plan. (c) Section
  Headings; Construction. The section headings contained herein are for the
  purpose of convenience only and are not intended to define or limit the
  contents of the sections. All words used in this Plan shall be construed to
  be of such gender or number, as the circumstances require. Unless otherwise
  expressly provided, the word “including” does not limit the preceding words
  or terms. 6

  






 















	
  

  	
   (d) Governing Law. This Plan, any Award
  hereunder, any Award Agreement and any conflicts arising hereunder or thereunder or related hereto or thereto shall be governed
  by, and construed under, the laws of the State of Delaware, all rights and
  remedies being governed by said laws, regardless of the laws that might
  otherwise govern under applicable principles, to the fullest extent permitted
  by law, of conflicts of laws. (e) Confidentiality. The Participant agrees to
  maintain in confidence and not disclose the terms of this Plan or any Award
  granted hereunder (except to the Participant’s immediate family and his or
  her professional advisors). (f) Severability; Entire Agreement. In the event
  any provision of this Plan, any Award Agreement, or any Award shall be held
  illegal, invalid or unenforceable for any reason, the illegality, invalidity
  or unenforceability shall not affect the remaining provisions of this Plan,
  such Award or such Award Agreement (as applicable) and such illegal, invalid
  or unenforceable provision shall be deemed modified as if the illegal,
  invalid or unenforceable provisions had not been included. The Plan, any
  Award and, if applicable, any Award Agreement, contain the entire agreement
  of the parties with respect to the subject matter thereof and supersede all
  prior agreements, promises, covenants, arrangements, communications,
  representations and warranties between them, whether written or oral, with
  respect to the subject matter thereof. (g) No Third-Party Beneficiaries.
  Except as expressly provided therein, none of the Plan or any Award or, if
  applicable, any Award Agreement shall confer on any person other than the
  Company and the Participant any rights or remedies thereunder.
  (h) Freedom of Action. Nothing contained in the Plan or, if applicable, any
  Award Agreement shall be construed to prevent the Company Group, its
  affiliates, or any of the holders of Class A Units of the Company from taking
  any corporate action, including, but not limited to, any recapitalization,
  reorganization, merger, consolidation, dissolution or sale, which is deemed
  by the Company Group, its affiliates or such holders to be appropriate or in
  its or their best interest, whether or not such action would have an adverse
  effect on the Plan or any Awards thereunder. Any
  solicitation, negotiation or closing of a Sale Transaction shall be subject
  to the sole and absolute discretion of the Company Group, its affiliates or
  any of the holders of Class A Units of the Company and there will be no
  liability on the part of the Company Group, its affiliates or the holders of
  Class A Units of the Company if a Sale Transaction is not consummated for any
  reason or the Enterprise Value of such Sale Transaction does not result in
  payment of any Award. The Company Group, its affiliates, and/or holders of
  Class A Units of the Company will determine in their sole discretion whether
  to effect or consummate a Sale Transaction and no Participant shall have any
  rights to (i) require the Company Group to enter
  into a Sale Transaction, (ii) question the price, timing or form of
  consideration in connection with a Sale Transaction or otherwise object to
  any Sale Transaction or (iii) object to any third party to a Sale Transaction.
  (i) Section 409A. It is
  the intention of the Board that all payments and benefits under this Plan
  shall be made and provided in a manner that is either exempt from or intended
  to avoid taxation under Section 409A of the Internal Revenue Code and the
  rules and regulations thereunder, to the extent
  applicable. Any ambiguity in this Plan shall be interpreted to comply 7

  






 















	
  

  	
   with the foregoing.
  Each amount payable pursuant to this Plan shall be deemed to be a separate
  payment for purposes of Section 409A of the Internal Revenue Code. For all
  purposes under the Plan, any iteration of the word “termination” (e.g.,
  “terminated”) with respect to a Participant’s employment or service, shall
  mean a separation from service within the meaning of Section 409A of the
  Internal Revenue Code and the regulations thereunder.
  Notwithstanding the foregoing, no member of the Company Group nor any of their affiliates shall be liable to, and each
  Participant shall be solely liable and responsible for, any taxes (or penalties)
  that may be imposed on such Participant under Section 409A of the Code with
  respect to the Participant’s receipt of any Award and payment thereunder. (j) Amendment, Suspension or Termination of
  the Plan. The Board may from time to time suspend, discontinue, terminate,
  revise or amend (i) the Plan in any respect
  whatsoever and (ii) any Award Agreement; provided, however, that in no event
  shall any such action adversely affect the rights of any Participant in any
  material respect (without regard to any effect resulting from the individual
  circumstances of such Participant) with respect to any previously granted
  Award without such Participant’s consent, except to the extent such action is
  required by, or is necessary to comply with, law. (k) Successors and Assigns.
  The terms of this Plan shall be binding upon and inure to the benefit of the
  Company, its subsidiaries and their successors and assigns. 8