Exhibit 10.4

UNITED
RENTALS, INC.

SEPARATION AGREEMENT AND GENERAL RELEASE


SEPARATION
AGREEMENT and GENERAL RELEASE (this “Agreement”) made on the
date indicated below between United Rentals, Inc. (“United Rentals”)
(United Rentals, together with all of its subsidiaries, parents, and any other
affiliates shall herein be referred to as the “Company”), and Martin Welch
III (“Employee”) (the Company and Employee shall collectively be
referred to as the “Parties”). The Parties hereby agree as follows:


1.          Termination
of Employment. Except as otherwise provided in this Section 1, Employee’s
employment with the Company shall terminate on March 31, 2009 (the “Termination
Date”).                 Notwithstanding the foregoing, the Company
may terminate at any time upon two days notice to the Employee (an “Early
Termination”) and, if the Early Termination is effected either at the
Employee’s request or as a result of the Employee failing to provide reasonable
Services (as defined below), as determined by the Company in its good faith discretion,
then the Termination Date shall be considered the date of such Early
Termination.


2.          Duties
During Transition Period; Base Salary and Benefits During Transition Period.


	
 

	
 

	
 


	
 

	
(a)

	
Duties During Transition Period.
  As of December 1, 2008 (the “Transition Date”), Employee ceased to be Chief
  Financial Officer and Executive Vice President of the Company. After the
  Transition Date, Employee shall not be an officer of the Company or any of
  its subsidiaries. Beginning on the Transition Date and continuing through the
  Termination Date (the “Transition Period”), as and to the extent requested by
  the Company from time to time, Employee shall perform the following duties
  (collectively, the “Services”): (a) act as a historical and knowledge
  resource to Company employees in connection with matters related to the
  Company, including financial matters, as requested by the Company, (b) train
  and transition his responsibilities to other Company employees, and (c) such
  other duties reasonably requested by the Company. The Services to be
  performed by the Employee pursuant to the foregoing sentence are expected to
  be performed by the Employee on at least an 80% of full-time basis. During
  the Transition Period, Employee shall retain his current office at the Company’s
  Greenwich, Connecticut headquarters. 


	
 

	
 

	
 


	
 

	
(b)

	
Base Salary and Benefits During the Transition
  Period. During the Transition Period, Employee shall
  continue to be paid a base salary at the annual rate of $562,500 and shall be
  eligible for benefits under any Company benefits plan or program or
  otherwise, except as otherwise required under (i) the terms of a Company
  benefits plan or program or (ii) applicable law. Notwithstanding the
  foregoing, Employee shall not be entitled to an annual cash incentive bonus
  with respect to any portion of the Transition Period after December 31, 2008.
  












3.          Consideration.
Although, in the absence of this Agreement, the Company is not required to
provide the full amount of the following consideration to Employee, the
Company, in exchange for promises made herein by Employee, shall provide
Employee with the following aggregate benefits:


	
 

	
 

	
 


	
 

	
(a)

	
Installment Payments. The Company
  agrees to pay Employee $1,068,750, payable in 26 bi-weekly payroll
  installments of $41,105.77 commencing on April 1, 2009.


	
 

	
 

	
 


	
 

	
(b)

	
2008 Annual Cash Incentives Bonus.
  Regardless of the Termination Date, Employee shall be entitled to receive a
  2008 annual cash incentive bonus subject to the terms of the award previously
  made to him, the achievement of pre-established performance goals set forth
  therein, the terms and conditions of the Company’s Annual Incentive
  Compensation Plan and certification of such achievement, and the amount of
  the bonus, by the Compensation Committee of the Company. The payment of the
  2008 annual cash incentive bonus, if any, shall be payable at the time such
  bonuses are paid to other executives of the Company.


	
 

	
 

	
 


	
 

	
(c)

	
Restricted Stock. Employee’s
  “performance-based” restricted stock units granted pursuant to the Company’s
  2001 Comprehensive Stock Plan (the “Stock Plan”) and the Restricted Stock
  Unit Agreement entered into by and between the Company and Employee, dated as
  of May 30, 2006 (the “RSU Agreement”), shall continue to vest through
  December 31, 2008 with the achievement of the performance objectives set
  forth in the RSU Agreement to be determined by the Compensation Committee at
  the same time as, and consistent with its determinations for other
  executives. Any performance-based restricted stock units thereafter remaining
  shall be forfeited. Employee’s “time-based” restricted stock units granted
  pursuant to the Plan and the RSU Agreement shall continue to vest in
  accordance with the Plan and the RSU Agreement until the Termination Date,
  with a pro rata number of “time-based” restricted stock units vesting, as
  applicable, in accordance with the provisions of the Restricted Stock
  Agreement for a termination without Cause or for Good Reason. Any
  “time-based” restricted stock units remaining thereafter shall be forfeited
  on the Termination Date.


	
 

	
 

	
 


	
 

	
(d)

	
Accrued, Unused Vacation. The
  Company shall also make a lump sum payment to Employee for his accrued but
  unused vacation as of the Termination Date. Such payment shall be made by the
  Company following the Termination Date in accordance with its standard
  payroll practices. 





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(e)

	
Taxes and Withholdings;
  Section 409A. The
  payments and benefits to be made pursuant to this Section 3 and in Section 2
  shall be subject to all applicable withholdings for federal, state and local
  income taxes, Social Security, and all other customary withholdings.
  The Company makes no representations regarding the tax implications of the
  compensation, payments and benefits to be paid to Employee under this
  Agreement. It is the intention of the parties that payments and benefits
  under this Agreement be interpreted to be exempt from or in compliance with
  Section 409A of the Internal Revenue Code of 1986, as amended and
  accordingly, to the maximum extent permitted, this Agreement shall be interpreted
  to be exempt from or in compliance with Section 409A. Notwithstanding
  anything herein to the contrary, if (i) at the time of Employee’s “separation
  from service” (as defined in Treas. Reg. Section 1.409A-1(h)) with the
  Company other than as a result of his death, (ii) Employee is a “specified
  employee” (as defined in Section 409A(a)(2)(B)(i)), (iii) one or more of the
  payments or benefits received or to be received by Employee pursuant to this
  Agreement would constitute deferred compensation subject to Section 409A, and
  (iv) the deferral of the commencement of any such payments or benefits
  otherwise payable hereunder as a result of such separation of service is
  necessary in order to prevent any accelerated or additional tax under Section
  409A, then the Company will defer the commencement of the payment of any such
  payments or benefits hereunder to the extent necessary (without any reduction
  in such payments or benefits ultimately paid or provided to Employee) until
  the date that is six months following Employee’s separation from service with
  the Company (or the earliest date as is permitted under Section 409A). Any
  payment deferred during such six-month period shall be paid in a lump sum on
  the day following such six-month period. Any remaining payments or benefits
  shall be made as otherwise scheduled under this Agreement. To the extent any
  reimbursements or in-kind benefits due to Employee under this Agreement
  constitute deferred compensation under Section 409A, any such reimbursements
  or in-kind benefits shall be paid to Employee in a manner consistent with
  Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this
  Agreement shall be designated as a “separate payment” within the meaning of
  Section 409A.


	
 

	
 

	
 


	
 

	
(f)

	
Cobra. Provided that Employee
  timely elects continuation health benefits coverage under the Consolidated
  Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company
  will pay through the COBRA Payment End Date (as defined below) for the
  monthly premiums for the level of coverage Employee maintained on the
  Termination Date. The “COBRA Payment End Date” shall be the earlier of
  (i) 12 months following the Termination Date and (ii) the date Employee
  becomes employed by a third party and is eligible for coverage under the group
  benefits plan of the new employer. If during the period Employee is receiving
  this benefit, Employee obtains new employment and becomes eligible for
  coverage under the group benefits plan of the new employer, Employee must
  notify the Company in writing
  of such new employment so that the Company receives such notification prior
  to the commencement of this employment.





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4.          Non-Admission
of Liability. The Company is providing Employee with the consideration
described in this Agreement in exchange for Employee’s agreement to undertake
certain obligations and for Employee releasing the Company and related parties
from any claims he may have against the Company and the related parties, as
described herein. The fact that the Company is offering this consideration to
Employee is not an admission that the Company has violated Employee’s rights
(or the rights of anyone else), any statute or law, or breached any duty or
obligation in any manner whatsoever.


5.          Release
and other Promises. The intent of this section is to secure Employee’s
release of claims against the Company or anyone connected with it for any harm
Employee may claim to have suffered for any period prior to his execution of
this Agreement in connection with Employee’s employment or the termination of
Employee’s employment, in return for the benefits described in this Agreement.
Accordingly, in exchange for the consideration described above, Employee hereby
agrees as follows:


	
 

	
 

	
 


	
 

	
(a) 

	
Release. In consideration of the
  foregoing, Employee hereby releases and forever discharges the Company and
  all of its present, former and/or future officers, employees, directors,
  stockholders, agents, representatives, partners, administrators, attorneys,
  insurers, fiduciaries, subsidiaries, divisions, affiliates, predecessors,
  successors and assigns, in their individual and/or representative capacities
  (hereinafter collectively referred to as the “Released Parties”), from any
  and all liabilities, causes of action, suits, agreements, promises, damages,
  disputes, controversies, contentions, grievances, differences, judgments,
  debts, claims and demands of any kind whatsoever, both in law and in equity,
  known or unknown, fixed or contingent, and whether asserted or unasserted
  (“Claims”), (i) which Employee may have or claim to have based upon or in any
  way related to Employee’s employment or termination of employment with the
  Company, for any period prior to his execution of this Agreement, (ii) which
  otherwise involve facts that occurred during any period prior to Employee’s
  signing of this Agreement, or (iii) otherwise arising under the Employment
  Agreement, made as of March 7, 2006, between the Parties (the “Employment
  Agreement”) or any incentive, welfare or pension plans of the Company. Such
  released Claims include, without limitation, any and all Claims under the Age
  Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act
  of 1964, the Civil Rights Act of 1871, the Civil Rights Act of 1991, the Fair
  Labor Standards Act, the Family and Medical Leave Act of 1993, the Americans
  with Disabilities Act, the Employee Retirement Income Security Act of 1974
  (including, without limitation, any claim for severance pay), the Connecticut
  Human Rights Act, Conn. Gen. Stat. §46a-51, et. seq., and any and all other
  federal, state or local laws, statutes, rules and regulations pertaining to
  employment, each as amended. This includes but is not limited to any and all
  Claims growing out of any legal restrictions on the Company’s right to
  terminate its employees, including specifically the Worker Adjustment and
  Retraining Notification Act of 1988 (“WARN”). Such released Claims also
  include, without limitation, any and all Claims under state contract or tort
  law; any and all Claims based on the design or administration of any Company
  employee benefit plan or program arising under any Company policy, procedure,
  or employee benefit plan; any and all Claims for wages, commissions, bonuses,
  continued employment with the Company in any position, and compensatory,
  punitive or liquidated damages; and any and all Claims for attorney’s fees
  and costs. Notwithstanding the foregoing, nothing contained herein shall
  interfere with or waive Employee’s right to enforce this Agreement or any
  other agreement between the Parties to the extent expressly preserved by this
  Agreement.





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(b)

	
Subsequent Release.
  Notwithstanding anything herein to the contrary, the Company’s payments
  described in Section 3(a) hereof shall be contingent on Employee’s execution
  of, and delivery to, the Company on or after March 16, 2009 and on or before
  March 20, 2009, the General Release attached hereto as Exhibit A and Employee
  not revoking such release within seven days of his delivery of such release.
  If Employee fails to timely execute and deliver the release or revokes the
  release, the Company shall not be obligated to make the payments described in
  Section 3(a) hereof.


	
 

	
 

	
 


	
 

	
(c)

	
No Prior Lawsuits or Assignments.
  Employee hereby represents that Employee has not filed, or assigned to any
  other person or entity any Claim against the Released Parties relating to
  Employee’s employment and/or separation from employment with the Company, or
  otherwise involving facts which occurred in any period prior to Employee’s
  signing of this Agreement.


	
 

	
 

	
 


	
 

	
(d)

	
Continued Obligations Under the Employment Agreement.
  Employee agrees that it is a material condition of this Agreement that
  Employee comply with Sections 5, 6 and 7 of the Employment Agreement, which
  are incorporated by reference herein.





6.          Indemnification.
The Parties shall continue to comply with the terms of the Indemnification
Agreement between the Company and Employee dated September 12, 2005 (the
“Indemnification Agreement”). Notwithstanding anything in this Agreement to the
contrary, the rights and obligations of the Parties with respect to
indemnification (including dispute resolution, governing law and notice) shall
be governed by the Indemnification Agreement.


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7.          Acknowledgments.
By signing this Agreement below, Employee hereby acknowledges as follows:


	
 

	
 

	
 


	
 

	
(a)

	
Sufficiency of Consideration. The
  consideration received by Employee in Section 3 of this Agreement in exchange
  for the releases contained or referred to in Section 5 and the other promises
  contained in this Agreement, are greater in value than anything else which
  Employee may have otherwise been entitled under any existing Company
  separation, benefit or compensation policy if Employee did not execute this
  Agreement.


	
 

	
 

	
 


	
 

	
(b)

	
Entire Agreement; Prior Agreements.
  This Agreement contains the entire agreement between Employee and the Company
  regarding the subject matter hereto and, as such, fully supersedes any and
  all prior agreements or understandings between Employee and the Company
  pertaining to the subject matter addressed in this Agreement (including,
  without limitation, the Employment Agreement); provided, that, this Agreement shall not supersede,
  replace, or otherwise affect in any manner, (i) Employee’s continuing
  obligations under Sections 5, 6 and 7 of the Employment Agreement, (ii) the
  Indemnification Agreement, and (iii) the Restricted Stock Unit Agreement.
  Employee has carefully read and fully understands all of the provisions of
  this Agreement, which, except as noted in this Agreement, sets forth the
  entire understanding between Employee and the Company. In agreeing to the
  terms of this Agreement, Employee is not relying upon any written or oral
  promise or representation made to Employee by any employee or representative
  of the Company, other than the promises contained herein. This Agreement may
  not be amended, superseded, cancelled or terminated other than in a writing
  expressly referencing this Agreement and signed both by Employee and by the
  Company or its attorney or other designated representative.





8.          Severability.
The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.


9.          Return
of Company Property. On the Termination Date or upon earlier request by the
Company, Employee shall return to the Company any Company property in
Employee’s possession, custody or control.


10.        Choice
of Law; Forum. This Agreement (including any of Employee’s continuing
obligations under the Employment Agreement pursuant to Section 5(d) hereof)
shall be governed by the laws of the State of Delaware without giving effect to
the principle of choice of law thereof. The interpretation and enforcement of
the provisions of this Agreement (including any dispute regarding Employee’s
continuing obligations under the Employment Agreement other than the rights
subject to Section 7(i)(ii) thereof) under the auspices of the American Arbitration
Association in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association then in effect, and
before a panel of three arbitrators selected in accordance with such rules.
Judgment upon the award rendered by the arbitrators may be entered into any
state or federal courts sitting in Fairfield County, Connecticut.


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11.          Notice.
Whenever any notice (other than a notice of Early Termination) is required or
permitted hereunder, it shall be given in writing addressed as follows:


	
 

	
 

	
 

	
 


	
 

	
To the Company:

	
 

	
United Rentals, Inc.


	
 

	
 

	
 

	
Five Greenwich Office Park


	
 

	
 

	
 

	
Greenwich, Connecticut 06830


	
 

	
 

	
 

	
Facsimile: (203)
  622-6080


	
 

	
 

	
 

	
Attention: Chief Executive Officer


	
 

	
 

	
 

	
 


	
 

	
To the Executive:

	
 

	
To his home address as shown on
  the records of the Company, Attention: Martin Welch III





Notice shall be deemed given and effective (a) three
(3) business days after the deposit in the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, (b)
when received by the addressee, if sent by a nationally recognized air courier
for next day delivery service (receipt
requested), or (c) upon personal delivery (with written confirmation of receipt). Either party may change the address for
notice by notifying the other party of such change in accordance with this Section 11. A notice of Early Termination
may be given verbally or in any written or electronic (including email) manner,
and shall be effective upon receipt.


12.          Assignment
and Transfer. This Agreement shall inure to the benefit of and be
enforceable by, and may be assigned by the Company without Employee’s consent
to, any purchaser of all or substantially all of the Company’s business or
assets, any successor to the Company or any assignee thereof (whether direct or
indirect, by purchase, merger, consolidation or otherwise), and upon such
assignment this Agreement shall be binding upon such successor or assignee.
Employee’s rights and obligations under this Agreement shall not be
transferable by Employee by assignment or otherwise, and any purported
assignment, transfer or delegation thereof shall be void; provided, however,
that if Employee shall die, all amounts payable to Employee hereunder shall be
paid in accordance with the terms of this Agreement to Employee’s estate.


13.          No
Waiver. No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall
be deemed to be a waiver of any other
term, condition or covenant contained herein or on any subsequent
default or breach of the same term, condition
or covenant.


14.          No
Obligation to Mitigate. In no event shall Employee be obliged to seek other
employment or consulting or take any other action by way of mitigation of the
amounts payable to Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be
reduced by any compensation earned
by Employee as a result of self-employment or employment by another employer.


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15.          No
Right of Set-off, Etc. Except as set forth in this Agreement, the obligation of the Company to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any circumstances, including
without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have
against Employee or others.


16.          Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall be deemed to be one and
the same instrument. Execution of this Agreement by the Parties evidenced by
signatures transmitted by facsimile or electronic mail shall be deemed the same
as original signatures.


ACCEPTED
AND AGREED


	
 

	
 

	
 


	
United Rentals, Inc.

	
 


	
 

	
 

	
 


	
By:

	
/s/ Michael J. Kneeland

	
 


	
 

	


	
 


	
Michael J. Kneeland

	
 


	
Chief Executive Officer

	
 


	
 

	
 


	
Dated: December 31, 2008

	
 


	
 

	
 


	
/s/ Martin Welch

	
 


	


	
 


	
Martin Welch III

	
 





Dated: December 30, 2008


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