EX-10.9



 





Exhibit 10.9




RSC HOLDINGS INC.




2007 ANNUAL INCENTIVE PLAN




SECTION 1

PURPOSE




     This RSC Holdings Inc. 2007 Annual Incentive Plan is intended to permit RSC Holdings Inc. (the
“Company”), through awards of annual incentive compensation, to attract, retain and
motivate qualified executives and key employees.



SECTION 2

DEFINITIONS




     “Award” shall mean, for any Performance Period, the incentive opportunity granted to a
Participant by the Committee for such Performance Period.



     “Award Opportunity” means the percentage of the target Award that may be earned under
the Plan if minimum, maximum or any other performance factors that have been identified are met.



     “Board” shall mean the Board of Directors of the Company, or the successor thereto.



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



     “Committee” means the Compensation Committee of the Board or, in the absence of such a
subcommittee, the full Board.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Participant” shall mean, for each Performance Period, each executive officer or key
employee of the Company or a Subsidiary whom the Committee has selected to participate in the Plan.



     “Performance Period” shall mean the Company’s fiscal year or any other period
designated by the Committee with respect to which an Award may be granted. Performance Periods may
not overlap.



     “Plan” shall mean this RSC Holdings Inc. 2007 Annual Incentive Plan, as amended from
time to time.



 









 





     “Stock Incentive Plans” shall mean the RSC Holdings Inc. Stock Incentive Plan and any
future equity compensation plans approved by the shareholders of the Company.



     “Subsidiary” shall mean any entity that is directly or indirectly controlled by the
Company or any entity, in which the Company has at least a 50% equity interest.



SECTION 3

ADMINISTRATION




     The Plan shall be administered by the Committee, which shall have full authority to interpret
the Plan, to establish rules and regulations relating to the operation of the Plan, to select
Participants, to determine the amounts of any Awards and to make all determinations and take all
other actions necessary or appropriate for the proper administration of the Plan. The Committee’s
interpretation of the Plan, and all actions taken within the scope of its authority, shall be final
and binding on the Company, its stockholders, Participants, and former Participants and their
respective successors and assigns. The Committee may delegate its authority hereunder as it deems
appropriate. No member of the Committee shall be eligible to participate in the Plan.



SECTION 4

DETERMINATION OF AWARDS




     (a) Establishment of Target Award. Prior to the beginning of each Performance Period,
or at such later time as may be permitted by applicable provisions of the Code, the Committee shall
establish: (A) the employees who will be Participants in the Plan; (B) each
Participant’s target Award and Award Opportunity for such Performance Period; and (C) the
applicable performance objective or objectives for such Performance Period.



     (b) Performance Criteria.




     (i) General. Any performance objective established pursuant to Section 4(a)
will be based upon the achievement of one or more criteria determined by the Committee,
which may measure performance on a Company-wide basis or with respect to one or more
business units, divisions or Subsidiaries, and either in absolute terms, relative to the
performance of one or more similarly situated companies, relative to the performance of an
index covering a peer group of companies, or other external measures of the selected
performance criteria. Any performance objective may measure performance on an individual
basis, as appropriate.




     (ii) Adjustments. In the application of performance objectives to Award
determinations under the Plan, the Committee may (i) make adjustments it deems
advisable in order to give consideration to changes made in accounting



 









 







rules, principles or methods, or extraordinary events, and make adjustments to
financial performance measures in recognition of such occurrences and (ii) exclude
special charges, restructuring charges, discontinued operations and unusual or infrequent
accounting adjustments, restatements or reclassifications which they deem significant.



     (c) Certification by Committee. Except as otherwise provided for herein, no payments
shall be made hereunder in respect of any Performance Period, unless the Committee shall certify in
writing following the end of each such Performance Period that the performance objectives
applicable to such Performance Period have been satisfied.



     (d) Partial Year Participation. If an employee becomes a Participant with respect to
any Performance Period after the beginning of such Performance Period, the Committee may provide at
the time such person becomes a Participant that such Participant shall receive, if and when
payments with respect to Awards for such Performance Period are made under Section 5 hereof, a
payment equal to a pro rata portion of such Participant’s Award (if any) with respect to such
Performance Period. Notwithstanding the foregoing, in the case of a newly hired Participant, the
Committee may provide for a guaranteed bonus, or a bonus that would exceed the bonus that would
otherwise be payable in the Plan.



     (e) Termination of Employment. Unless otherwise determined by the Committee in its
sole discretion at the time the performance criteria are selected for a particular Performance
Period in accordance with Section 4(a), if a Participant’s employment terminates for any reason
prior to the date on which the Performance Period ends hereunder, such Participant shall forfeit all
rights to any and all Awards which have not yet been paid under the Plan; provided that if
a Participant’s employment terminates as a result of death, disability or retirement (as defined
under any retirement plan of the Company or a Subsidiary) the Committee shall give consideration at
its sole discretion to the payment of a partial bonus with regard to the portion of the Performance
Period worked. Notwithstanding the foregoing, if a Participant’s employment terminates for any
reason prior to the date on which the Award is paid hereunder, the Committee, in its discretion,
may waive any forfeiture pursuant to Section 4 in whole or in part.



SECTION 5

PAYMENT OF AWARDS




     (a) Payment. Each Participant shall be eligible to receive, as soon as practicable
after the amount of such Participant’s Award for a Performance Period has been determined in
accordance with the terms of the Plan, payment of the Award in cash,



 









 





stock, options, other stock-based awards or any combination thereof determined by the
Committee subject to such restrictions and/or vesting or deferred requirements as the Committee
shall have determined prior to the commencement of the applicable Performance Period (and
communicated to the Participant). Equity or equity-based awards shall be granted under the terms
and conditions of one or more of the Company’s Stock Incentive Plans. Payment of the award may be
deferred in accordance with a written election by the Participant pursuant to procedures
established by the Committee.



     (b) Discretion. The Committee shall have the right, in its absolute discretion,
(i) to increase, reduce or eliminate the amount otherwise payable to any Participant under
Section 5(a) based on individual performance or any other factors that the Committee, in its
discretion, shall deem appropriate and (ii) to establish rules or procedures that have the effect
of limiting the amount payable to each Participant to an amount that is less than the maximum
amount otherwise authorized under Section 4(f).



     (c) Forfeiture and Recoupment for Financial Reporting Misconduct. If the Company is
required to prepare an accounting restatement due to material noncompliance by the Company with any
financial reporting requirement under the securities laws, and if a Participant knowingly or
grossly negligently engaged in the misconduct or knowingly or grossly negligently failed to prevent
the misconduct (as determined by the Committee), or if the Participant is one of the individuals
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, then the
Participant shall forfeit and disgorge to the Company any Award or portion thereof that would not
have been payable hereunder absent such materially non- complying financial reporting.



SECTION 6

EFFECTIVENESS OF PLAN, AMENDMENT AND TERMINATION




     The Plan shall be effective as of the date it is approved by the Company’s Board (it being
understood that the annual bonus previously established with respect to 2007 shall be deemed paid
pursuant to the Plan). The Committee may amend, suspend, discontinue or terminate the Plan at any
time and from time to time. No action under this section which adversely affects a Participant’s
rights to, or interest in, an Award granted prior to the date of such action shall be effective
unless the Participant shall have agreed thereto in writing. Unless earlier terminated, the Plan
shall terminate on the day immediately prior to the first meeting of the stockholders of the
Company in 2011 at which directors will be elected.



 









 





SECTION 7

OTHER PROVISIONS




     (a) No Right to Awards. No Participant or other person shall have any claim or right
to be granted an Award under this Plan until such Award is actually granted. Neither the
establishment of this Plan, nor any action taken hereunder, shall be construed as giving any
Participant any right to be retained in the employ of the Company.



     (b) No Limitation on Other Awards. Nothing contained in this Plan shall limit the
ability of the Company to make payments or awards to Participants under any other plan, agreement
or arrangement.



     (c) Non-transferability. The rights and benefits of a Participant hereunder are
personal to the Participant and, except for payments made following a Participant’s death, shall
not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer,
encumbrance, attachment, garnishment or other disposition.



     (d) No Impact on Benefits. Awards under this Plan shall not constitute compensation
for the purpose of determining participation or benefits under any other plan of the Company unless
specifically included as compensation in such plan.



     (e) Withholding Taxes. The Company shall have the right to deduct from Awards any
taxes or other amounts required to be withheld by law.



     (f) No Limitation on Corporation Action. Nothing contained in the Plan shall be
construed to prevent the Company or any Subsidiary from taking any corporate action which is deemed
by it to be appropriate or in its best interest, whether or not such action would have an adverse
effect on any awards made under the Plan. No Participant or other person shall have any claim
against the Company or any Subsidiary as a result of any such action.



     (g) Governing Law. The Plan shall be construed in accordance with and governed by the
laws of the State of Delaware.



     (h) Coordination with Other Agreements. Notwithstanding anything contained herein to
the contrary, the benefits provided for a Participant under the Plan are in addition to any other
benefits available to such Participant under any other plan, program, or agreement for employees of
the Company. The Plan shall supplement and shall not supersede, modify, limit, or amend any other
such plan or program.


Approved at the Compensation Committee Meeting of April 9, 2007




	 	 	 
	/s/ Erik Olsson

	 	/s/ Kevin Groman
	 

	 	 
	Erik Olsson,

	 	Kevin Groman,
	Chief Executive Officer & President

	 	SVP, General Counsel & Secretary