Exhibit
10.12


 




	
  

  	
  Confidential Neff
  Holdings LLC 2014 Management Special Bonus Plan Dated: June 1, 2014 Section
  1. Purpose The purpose of the Neff Holdings LLC 2014 Management Special Bonus
  Plan is to reward the efforts of certain managers and employees of the
  Company Group by providing them with a cash bonus payment in connection with
  their efforts with the Company’s obtaining and consummation of a new second
  lien term loan credit facility. 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,
  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 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 1

  






 















	
  

  	
  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) “LLC Agreement” shall mean the Amended and Restated
  Limited Liability Company Agreement of Neff Holdings LLC dated as of October
  1, 2010, as amended, modified or supplemented from time to time. (h)
  “Members” shall have the meaning ascribed to such term in the LLC Agreement. (i) “Participant” shall mean a manager or an employee of
  the Company Group who has been granted an Award under the Plan. (j) “Plan”
  shall mean the Neff Holdings LLC 2014 Management Special Bonus Plan, as it
  may be amended or supplemented from time to time. (k) “Specified
  Recapitalization Transaction” shall mean (i) the
  closing of a second lien term loan credit facility that results in loans
  being made to the Company Group in an aggregate principal amount of at least
  $575,000,000 million and (ii) a single distribution of cash to the Members of
  the Company in the aggregate amount of $250,000,000 or more with the proceeds
  of the loans described in clause (i), in each case
  that occurs on or before July 15, 2014. 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
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   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. 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. The Board has determined to grant Awards to those
  Participants identified on Exhibit A hereto, in the amounts reflected therein
  (as such Exhibit A may be supplemented from time to time). Section 5.
  Entitlement to Awards and Payment (a) Entitlement to Payments. Subject to
  Section 5(b), a Participant shall be eligible to receive his or her Award
  upon the consummation of the Specified Recapitalization Transaction. (b)
  Award Eligibility. 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 Specified Recapitalization Transaction; (iii)
  provided that the Participant has executed and delivered to the Company on
  the closing date of the Specified Recapitalization Transaction (but not
  before such closing date) or before the twentieth (20th) day following the
  consummation of the Specified Recapitalization Transaction an enforceable
  release of claims in the form attached hereto as Exhibit B and the expiration
  of the revocation period described therein without the General Release having
  been revoked; In no event shall a Participant be entitled to payment under an
  Award if a Specified Recapitalization Transaction is not consummated on or
  before July 15, 2014. (c) Form. All payments due under the Plan shall be made
  in cash and may be made through the Company Group’s payroll system. 3

  






 















	
  

  	
   (d) Timing of Payments. All payments to
  Participants hereunder shall be made in a single, lump-sum on the thirtieth
  (30th) day following the consummation of the Specified Recapitalization
  Transaction (the “Payment Date”); 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 the Payment Date through the Company Group’s payroll
  system, such payment shall be made on the first reasonably practicable day
  following such Payment Date which such payment can be made through the
  Company Group’s payroll system. (e) Recovery of Payments. To the extent the
  Company acquires evidence within one (1) year following payment of an Award
  that a Participant engaged in behavior while employed by (or providing
  service to) the Company Group which would have justified a termination for
  “Cause” prior to the payment of the Award, then, subject to the Participant
  being provided with a reasonable opportunity to refute the same, the
  Participant shall promptly repay to the Company all amounts received pursuant
  to the Award under the Plan. 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 date of payment. If a
  Participant’s employment with (or service to) the Company Group is terminated
  for any reason prior thereto, 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. 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. 4 

  






 















	
  

  	
   (c) All Awards shall expire and be forfeited
  if a Specified Transaction does not occur on or before July 15, 2014. (d) No
  Award may be transferred by a Participant other than by will or by the laws
  of descent and distribution. (e) 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. (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 5

  






 















	
  

  	
   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 Members 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, on any Awards thereunder, or on the Company’s
  ability to effectuate the Specified Recapitalization Transaction. Any
  solicitation, negotiation or closing of a Specified Recapitalization
  Transaction shall be subject to the sole and absolute discretion of the
  Company Group, its affiliates or any of the Members of the Company and there
  will be no liability on the part of the Company Group, its Board or the
  Members if the Recapitalization Transaction is not consummated for any
  reason. (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
  with the foregoing. Each amount payable pursuant to this Plan shall be deemed
  to be separate payment for purposes of Section 409A of the Internal Revenue
  Code. 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 Plan shall terminate upon the earlier of July 15, 2014 and the
  date on which all Awards are paid to the Participants. Notwithstanding the
  foregoing, the termination of the Plan shall not have any impact on the
  release of claims to be provided by the Participants pursuant to Section
  5(b)). In addition, 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. 6