Edgar Filing: UNITED RENTALS NORTH AMERICA INC

On June 14, 2006, we entered into an employment agreement with Roger E. Schwed, appointing him to serve as our Executive Vice President and General Counsel. Mr. Schwed has over 20 years of legal experience and most recently spent nine years as General Counsel of Maxcor Financial Group Inc. Previously, Mr. Schwed was a corporate attorney specializing in mergers and acquisitions at each of Skadden, Arps, Slate, Meagher & Flom LLP and Cleary Gottlieb Steen & Hamilton LLP. He received his law degree from Columbia University School of Law and his undergraduate degree from Princeton University.

Bonuses. Starting in 2007, Mr. Schwed will be eligible to receive an annual cash incentive bonus pursuant to the terms of the company’s Annual Incentive Compensation Plan, with a target amount of 90% of his base salary and a maximum bonus of 125% of his base salary. For 2006, his annual bonus will not be under the Plan, but will be calculated by reference to the same target amounts and performance goals established in accordance with certain Plan provisions, subject to a minimum bonus of $200,000. Mr. Schwed is also elegible for a signing bonus of $35,000.

Restricted Stock Units. Mr. Schwed was granted 45,000 RSUs under the United Rentals, Inc. 2001 Comprehensive Stock Plan. 35,000 of the RSUs will vest ratably in three substantially equal installments on each of June 15, 2007, June 13, 2008 and June 15, 2009, and the other 10,000 RSUs will vest based upon the achievement of two performance goals: (i) specified increases in return on invested capital; and (ii) specified diluted earnings per share. Upon vesting of RSUs, the company will withhold from the number of shares to be delivered to Mr. Schwed a number of shares equal to the minimum of the company’s tax withholding requirements.

Termination, Severance and Change in Control. Mr. Schwed will be employed by us at will, and we or Mr. Schwed may at any time terminate the employment relationship for any reason or no reason. However, if we terminate Mr. Schwed’s employment without Cause or he resigns for Good Reason (as such terms are defined in his employment agreement), we are required (i) to pay him the signing bonus referenced above (to the extent not previously paid), (ii) to pay his COBRA premiums for the shorter of 12 months or until he is re-employed and eligible for coverage elsewhere, and (iii) to pay him severance equal to 190% of his base salary (such percentage equal to 100% of his base salary, plus the target bonus amount of 90%). In addition, if we terminate Mr. Schwed's employment without Cause prior to payment of his 2006 bonus, we are required to pay him a pro-rated portion of the minimum bonus amount described above. If Mr. Schwed resigns without Good Reason, we are required to pay his COBRA premiums for the shorter of 12 months or until he is re-employed and eligible for coverage elsewhere. If Mr. Schwed’s employment is terminated by reason of his death or Disability (as defined in his employment agreement), we are required to pay him (or his estate) (i) the signing bonus referenced above (to the extent not previously paid), (ii) his COBRA premiums for the shorter of 12 months or until he is re-employed and eligible for coverage elsewhere, and (iii) if such termination is prior to payment of his 2006 bonus, a pro-rated portion of his minimum bonus amount described above.

Delaware Delaware (States or Other Jurisdiction of Incorporation)	001-14387 001-13663 (Commission file Numbers)	06-1522496 06-1493538 (IRS Employer Identification Nos.)

Five Greenwich Office Park, Greenwich, CT (Address of Principal Executive Offices)		06831 (Zip Code)