Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee



 Exhibit 10(c) 
 FORM OF 
 2001 COMPREHENSIVE STOCK PLAN 
 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT 
 Awardee:
                     (“Awardee”) 
 Grant
Date:                      
 Restricted Stock
Units:                      
 This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made as of the Grant Date by and between UNITED RENTALS, INC., a Delaware corporation having an office at Five Greenwich Office Park, Greenwich, CT
06831 (the “Company”), and Awardee. Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2001 Comprehensive Stock Plan (the “Plan”). 
 In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: 
 1. Grant of Restricted Stock Units. The Company
hereby grants to Awardee                      Restricted Stock Units (the “Units”), representing a number of shares with a value of
$                    , based on the opening price on the Grant Date. The grant of Units is pursuant to the Plan and subject to the terms and
conditions of this Agreement and the Plan. 
 2. Vesting. The Units are fully vested as of the Grant Date. 

3. Payment. Units shall be settled in shares of the Company’s common stock (“Stock”) on a one-for-one basis. On
the earlier of (i) [third anniversary of Grant Date], (ii) the fifth business day following the date Awardee’s service terminates for any reason, and (iii) the date of a change in control, within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, and accompanying administrative guidance, the Company shall deliver to Awardee (or Awardee’s beneficiary or estate, if no beneficiary is designated or in the event any chosen beneficiary
predeceases Awardee, in the event of the death of Awardee) a certificate, free and clear of any restrictive legend, representing a number of shares of Stock equal to the number of Units that vested on such date. 
 4. Dividends and Dividend Equivalents. No dividends or dividend equivalents shall accrue or be paid with respect to any Units.

 5. Transferability. Units are not transferable by the Awardee, whether by sale, assignment, exchange, pledge, or
hypothecation, or by operation of law or otherwise. 
 6. Transferability of Shares of Stock. The Company shall, to the
extent it has not already done so, file a Registration Statement on Form S-8 (or otherwise) with the Securities and Exchange Commission relating to the shares of Stock to be delivered hereunder and comply with all applicable state securities laws
prior to the distribution of shares of Stock hereunder and do everything else necessary to ensure that shares of Stock delivered to Awardee upon or following 








 
the vesting of any Unit will not be treated as “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act.

 7. Conformity with Plan. Except as specifically set forth herein, this Agreement is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan, which is incorporated herein by reference. Any inconsistencies between this Agreement and the Plan with respect to any mandatory provisions of the Plan shall be resolved in
accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, Awardee acknowledges its receipt of the Plan and its agreement to be bound by all the terms of the Plan. All definitions stated in the Plan apply
to this letter. 
 8. Awardee Advised To Obtain Personal Counsel and Tax Representation. IMPORTANT: The Company and its
employees do not provide any guidance or advice to individuals who may be granted an Award under the Plan regarding the federal, state or local income tax consequences or employment tax consequences of participating in the Plan. Each person who may
be entitled to any benefit under the Plan is responsible for determining their own personal tax consequences of participating in the Plan. Accordingly, you may wish to retain the services of a professional tax advisor in connection with any Awards
under the Plan. 
 9. Beneficiary Designation. Awardee may designate one or more beneficiaries, from time to time, to
whom any benefit under this Agreement is to be paid in case of Awardee’s death. Each designation must be in writing, signed by Awardee and delivered to the Company. Each new designation will revoke all prior designations. 
 10. Adjustments for Changes in Capital Structure. In the event of any change in capital structure or business of the Company by
reason of any Stock dividend or extraordinary dividend, Stock split or reverse Stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, non-cash distributions with respect to its
outstanding Stock, reclassification of the Company’s capital stock, any sale or transfer of all or part of the Company’s assets or business, or any similar change affecting the Company’s capital structure or business or the capital
structure of any business of any subsidiary, the Administrator shall make such appropriate adjustments to the Units as are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement. 
 11. Miscellaneous. 
  

	 	(a)	This Agreement may not be changed or terminated except by written agreement signed by the Company and Awardee. It shall be binding on the parties and on their personal
representatives and permitted assigns. 

  

	 	(b)	This Agreement sets forth all agreements of the parties. It supersedes and cancels all prior agreements with respect to the subject matter hereof. It shall be enforceable by decrees
of specific performance (without posting bond or other security) as well as by other available remedies. 

  

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	 	(c)	This Agreement shall be governed by, and construed in accordance with, the laws of Delaware. Any litigation instituted by any party to this Agreement pertaining to this Agreement
must be filed before a court of competent jurisdiction in Connecticut or Delaware and both parties hereby consent irrevocably to the jurisdiction of such courts over them. 

  

	 	(d)	All notices, requests, service of process, consents, and other communications under this Agreement shall be in writing. 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 provided below 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
paragraph. Notices shall be addressed (i) to Awardee at the last address he or she has filed in writing with the Company and (ii) to the Company at its principal offices attention Legal Department. Either party hereto may designate a
different address by providing written notice of such new address to the other party hereto as provided above. 

  

	 	(e)	This Agreement may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same
instrument. 

 Dated: As of [Date and Year] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written. 
  

			
	 UNITED RENTALS, INC.

		
	 By:
	 	  
		 	 Name:

		 	 Title:

	
	 AWARDEE:

		
	By:	 	  
		 	Name:
		 	Title: Director


  

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