EXHIBIT 4.3
U.S. RENTALS, INC.
ELIGIBLE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
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Exercise Price Per Share: $_____ Vesting Schedule:
Number of Shares ("Shares"): _____ Shares on _____, ____
________________________________ _____ Shares on _____, ____
_____ Shares on _____, ____
Award Date:______________ _____ Shares on _____, ____
_____ Shares on _____, ____
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U.S. Rentals, Inc., a Delaware corporation (the "CORPORATION") and
__________________________________________, an individual (the "DIRECTOR"),
enter into this NONQUALIFIED STOCK OPTION AGREEMENT (consisting of the attached
____ pages and ____ Exhibits, this "AGREEMENT") as of _______________, ____.
Director acknowledges receipt of the 1997 Performance Award Plan (the "PLAN")
pursuant to which this Agreement has been executed.
U.S. RENTALS, INC. DIRECTOR
By: By:
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Name: Name:
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(printed) (printed)
Title: Title:
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Social Security Number:
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CONSENT OF SPOUSE
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In consideration of the execution of the foregoing Nonstatutory Stock
Option Agreement by U.S. Rentals, Inc., I, _________________ the spouse of the
Director, join with my spouse in executing this Agreement and agree to be bound
by all of the terms and provisions of this Agreement and of the Plan.
Date:
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Signature of Spouse
1 -- OPTION GRANT.
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This Agreement evidences the grant to the Director, as of the date first
set forth above (the "AWARD DATE"), of an option (the "Option") to purchase all
or any part of the Shares listed on page one, under Section 8 of the Plan,
subject to the terms and conditions and to adjustment as set forth herein or
pursuant to the Plan.
2 -- EXERCISE PRICE.
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The Option entitles the Director to purchase (subject to the terms of
Sections 3 through 5 below) all or any part of the Shares at the price per share
set forth on page one, which represents the Fair Market Value of the Shares on
the Award Date.
3 -- OPTION EXERCISABILITY AND TERM.
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Subject to the Plan, the Option will become exercisable in cumulative
installments at the times set forth on page one. The Option will terminate prior
to the close of business on the day before the tenth anniversary of the Award
Date, unless earlier terminated in accordance with the terms of the Plan.
4 -- SERVICE AND EFFECT OF TERMINATION OF SERVICE.
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The Director agrees to serve as a director in accordance with the
provisions of the Corporation's Certificate of Incorporation, bylaws and
applicable law. If the Director's services as a member of the Board terminate,
this Option will terminate at the times and to the extent set forth in the Plan.
5 -- GENERAL TERMS.
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The Option and this Agreement are subject to, and the Corporation and the
Director agree to be bound by, the provisions of the Plan that apply to the
Option. Such provisions are incorporated herein by this reference. The Director
has received a copy of the Plan and has read its applicable provisions.
Capitalized terms not otherwise defined herein have the meaning set forth in the
Plan.
[END]
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