Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In recognition ofMr. Grace's expanded role as Interim Chief Financial Officer, the Compensation Committee approved a one-time grant of restricted stock units (the "RSUs") to be granted onAugust 1, 2022 under the Company's 2019 Long Term Incentive Plan having an aggregate grant date fair value of$325,000 . The RSUs will vest ratably in thirds on the first three anniversaries of grant date, subject to his continued employment through each such vesting date. In the event thatMr. Grace is terminated by the Company without "cause" or resigns for "good reason" (each as defined in the Employment Agreement),Mr. Grace will be entitled to (i) accrued base salary, vacation and unpaid expenses through the date of termination, (ii) COBRA continuation coverage paid by the Company through the earlier of (a) 12 months following his date of termination and (b) the dateMr. Grace becomes eligible for coverage under a third party's group health plan and (iii) an amount equal to 100% of base salary and 100% ofMr. Grace's target annual incentive opportunity, to be paid during the 12-month period following the termination date every two weeks in installments equal to 1/26 th of such amount.Mr. Grace has acknowledged and agreed that the cessation of the Interim Chief Financial Officer position or his assignment by the Company to another position will not be deemed a termination of employment under the Employment Agreement nor will it constitute good reason.
The Employment Agreement provides that the payment of any amounts following
termination of
Mr. Grace is subject to indefinite confidentiality and non-disparagement restrictions and 12-month post-termination non-competition and non-solicitation covenants.
The foregoing summary of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Employment Agreement, effective as ofJuly 29, 2022 , betweenUnited Rentals, Inc. andWilliam Edward Grace 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. -2-
--------------------------------------------------------------------------------
[[Image Removed: LOGO]] SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:July 22, 2022 UNITED RENTALS, INC. By /s/Joli L. Gross Name :Joli L. Gross Title: Senior Vice President, General Counsel and Corporate Secretary
By /s/Joli L. Gross Name :Joli L. Gross Title: Senior Vice President, General Counsel and Corporate Secretary -3-
© Edgar Online, source