Exhibit 10.2


Williams Scotsman
International, Inc.

2005 OMNIBUS AWARD PLAN


RESTRICTED STOCK UNIT
AGREEMENT


THIS RESTRICTED STOCK
UNIT AGREEMENT (the “Agreement”), is made, effective as of the
____ day of _____________ (hereinafter the “Date of Grant”), between
Williams Scotsman International, Inc., a Delaware corporation, (the “Company”),
and __________ (the “Participant”).


R E C I T A L S:


WHEREAS, the Company has
adopted the Williams Scotsman International, Inc. 2005 Omnibus Award Plan (the “Plan”),
pursuant to which awards of Restricted Stock Units may be granted; and


WHEREAS, the Board of
Directors of the Company (the “Board”) has determined that it is in the
best interests of the Company and its stockholders to grant to the Participant
an award of Restricted Stock Units as provided herein and subject to the terms
set forth herein.


NOW THEREFORE, for and in
consideration of the premises and the covenants of the parties contained in
this Agreement, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, for themselves, their
successors and assigns, hereby agree as follows:


1.     Grant
of Restricted Stock Units.  The
Company hereby grants on the Date of Grant, to the Participant a total of _____
Restricted Stock Units on the terms and conditions set forth in this Agreement
and as otherwise provided in the Plan. 
Such Restricted Stock Units shall be credited to a separate account
maintained for the Participant on the books of the Company (the “Account”).  On any given date, the value of each
Restricted Stock Unit credited to the Account shall equal the Fair Market Value
of one share of Common Stock.  The
Restricted Stock Units shall vest and settle in accordance with Section 3
hereof.


2.     Incorporation
by Reference, Etc.  The provisions of
the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan.  The Board shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all
determinations under them, and its decision shall be binding and conclusive
upon the Participant and his legal representative in respect of any questions
arising under the Plan or this Agreement.


3.     Terms and Conditions.


(a)           Vesting.  Except as otherwise provided in the Plan and
this Agreement, and contingent upon the Participant’s continued service to the
Company, one hundred percent (100%) of the Restricted Stock Units credited to
the Account shall vest and become non-forfeitable on the date that is 180 days
following the Date of Grant (the “Vesting Date”).



 1
 






 



(b)           Settlement.  Upon the “Settlement Date” (as defined
below), each vested Restricted Stock Unit credited to the Account will be
settled (and, upon such settlement, shall cease to be credited to the Account)
by the Company (i) issuing to the Participant one share of Common Stock for
each whole Restricted Stock Unit credited to the Account (such shares, the “RSU
Shares”) and making a cash payment to the Participant equal to the Fair
Market Value of any fractional Restricted Stock Units credited to the Account
and (ii) with respect to the RSU Shares so issued, entering the Participant’s
name as a stockholder of record on the books of the Company.  For purposes of this Agreement, “Settlement
Date” shall mean the earliest of (i) the Participant’s death, (ii) a Change
in Control, or (iii) the first anniversary of the date on which the Participant
ceases to serve as a member of the Board for any reason other than due to his
death or, if later, the date of the Participant’s “separation from service” (as
defined in Section 409A of the Code and any Treasury Regulations promulgated
thereunder).


(c)           Restrictions.  The Restricted Stock Units granted hereunder
may not be sold, pledged or otherwise transferred (other than by will or the
laws of decent and distribution) and may not be subject to lien, garnishment,
attachment or other legal process.  The
Participant acknowledges and agrees that, with respect to the Restricted Stock
Units credited to his Account, he has no voting rights with respect to the
Company unless and until such Restricted Stock Units are settled in RSU Shares
pursuant to Section 3(b) hereof.


(d)           Effect
of Termination of Services.


(i)              Except as otherwise provided in subsection
(ii) of this Section 3(d) or the Plan, if the Participant’s service with the
Company terminates prior to the Vesting Date for any reason, the Restricted
Stock Units credited to the Account shall be forfeited without further
consideration to the Participant.


(ii)           Upon
the termination of Participant’s service with the Company due to his death, the
Restricted Stock Units credited to the Account shall become one hundred (100%)
vested and non-forfeitable.


(e)           Dividends.  If on any date the Company pays any dividend
with respect to its Common Stock (the “Payment Date”), then the number
of Restricted Stock Units credited to the Account shall on the Payment Date be
increased by that number of Restricted Stock Units equal to: (i) the product of
(x) the number of Restricted Stock Units in the Account as of the Payment Date
and (y) the per share cash amount of such dividend (or, in the case of a
dividend payable in shares of Common Stock or in property other than cash, the
per share equivalent cash value of such dividend, as determined in good faith
by the Board), divided by (ii) the Fair Market Value of a share of Common Stock
on the Payment Date.  Each additional
Restricted Stock Unit, or fraction thereof, credited to the Account in
accordance with this Section 3(e) shall vest and be settled at the same time as
the original Restricted Stock Units to which they are attributable.


(f)            Taxes.  Upon the settlement of the Restricted Stock
Units in accordance with Section 3(b) hereof, the Participant shall recognize
taxable income in respect of the Restricted Stock Units and the Company shall
report such taxable income to the appropriate taxing authorities as it
determines to be necessary and appropriate.


(g)           Rights as a
Stockholder.  Upon and following the
Settlement Date, the Participant shall be the record owner of the RSU Shares
unless and until such shares are sold or otherwise disposed of, and as record
owner shall be entitled to all rights of a common stockholder of the Company,
including, without limitation, voting rights, if any, with respect to the RSU
Shares.  Prior to the Settlement Date,
the Participant shall not be deemed for any purpose to be the owner of the
shares of Common Stock underlying the Restricted Stock Units.


4.     Miscellaneous.


(a)           General
Assets.  All amounts credited to the
Account under this Agreement shall continue for all purposes to be part of the
general assets of the Company. 
Participant’s interest in the Account shall make the Participant only a
general, unsecured creditor of the Company.


(b)           Notices.  All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopier,
courier service or personal delivery:



 2
 






 



if to the Company:


Williams
Scotsman International, Inc.

8211 Town Center Drive

Baltimore, Maryland 21236

Attention: Secretary


if to the Participant, at
the Participant’s last known address on file with the Company.


All such notices,
demands and other communications shall be deemed to have been duly given when
delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial courier service; five business days after being
deposited in the mail, postage prepaid, if mailed; and when receipt is
mechanically acknowledged, if telecopied.


(c)           Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.


(d)           No
Rights to Service.  Nothing contained
in this Agreement shall be construed as giving the Participant any right to be
retained, in any position, as a consultant or director of the Company or its
Affiliates or shall interfere with or restrict in any way the right of the
Company or its Affiliates, which are hereby expressly reserved, to remove,
terminate or discharge the Participant at any time for any reason whatsoever.


(e)           Bound
by Plan.  By signing this Agreement,
the Participant acknowledges that he has received a copy of the Plan and has
had an opportunity to review the Plan and agrees to be bound by all the terms
and provisions of the Plan.


(f)            Beneficiary.  The Participant may file with the Board a
written designation of a beneficiary on such form as may be prescribed by the
Board and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the
Participant, the executor or administrator of the Participant’s estate shall be
deemed to be the Participant’s beneficiary.


(g)           Successors.  The terms of this Agreement shall be binding
upon and inure to the benefit of the Company, its successors and assigns, and
of the Participant and the beneficiaries, executors, administrators, heirs and
successors of the Participant.


(h)           Entire
Agreement.  This Agreement and the
Plan contain the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein and supersede all prior
communications, representations and negotiations in respect thereto.  No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.


(i)            Governing
Law.  This Agreement shall be construed and interpreted in accordance
with the laws of the State of Maryland without regard to principles of
conflicts of law thereof, or principals of conflicts of laws of any other
jurisdiction which could cause the application of the laws of any jurisdiction
other than the State of Maryland.


(j)            Headings.  The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.


(k)           Signature
in Counterparts.  This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.



 3
 






 



IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement.


	
   

  	
   

  	
  WILLIAMS SCOTSMAN INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  [Name]

  	
   

  
				



 



 4