STOCK OPTION TERMINATION AGREEMENT
THIS STOCK OPTION TERMINATION AGREEMENT (the "Agreement") is made and
entered into this 20th day of May, 1999, by and between Rental Service
Corporation, a Delaware corporation ("RSC"), and NationsRent, Inc., a Delaware
corporation ("NationsRent"). In consideration of the covenants and agreements
herein set forth, the parties agree as follows:
1. TERMINATION OF STOCK OPTION AGREEMENTS. Effective at 12:00 p.m. New
York City time on May 20, 1999 (the "Effective Time"), RSC and NationsRent
hereby mutually cancel and terminate for no consideration other than their
mutual covenants to so cancel and terminate (i) the Stock Option Agreement,
dated as of January 20, 1999, executed by RSC in favor of NationsRent and the
associated option on the common stock of RSC (the "NationsRent Stock Option"),
and (ii) the Stock Option Agreement, dated as of January 20, 1999, executed by
NationsRent in favor of RSC and the associated option on the common stock of
NationsRent (the "RSC Stock Option" and together with the NationsRent Stock
Option, the "Stock Options"). The parties acknowledge that neither of the Stock
Options has become exercisable prior to the Effective Time. Notwithstanding
anything to the contrary contained in the Stock Options, neither party hereto
(nor any of their respective directors, officers, representatives, advisors
(including but not limited to financial advisors), attorneys, employees, agents,
parents, subsidiaries, affiliated persons and entities, predecessors, successors
and assigns and heirs, executors and administrators and all persons acting in
concert with any such party) shall have any liability or obligation under the
Stock Options from and after the Effective Time.
2. GOVERNING LAW. This Agreement, and all matters relating hereto,
shall be governed by, and construed in accordance with the laws of the State of
Delaware applicable to contracts to be made and performed wholly within such
state without reference to the conflict of laws principles thereof. The parties
hereby (i) irrevocably submit to the exclusive jurisdiction of the Chancery
Court of the State of Delaware and the federal courts of the United States of
America located in the State of Delaware solely in respect of the interpretation
or enforcement of this Agreement and (ii) waive, and agree not to assert, as a
defense in any action, suit or proceeding for the interpretation or enforcement
of this Agreement, that it is not subject to such jurisdiction or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement
may not be enforced in or by such courts, and the parties irrevocably agree that
all claims with respect to such action or proceeding shall be heard and
determined exclusively in such courts. The parties hereby consent to and grant
any such courts jurisdiction over the person of such parties and over the
subject matter of such dispute and agree that mailing of process or other papers
in connection with any such action or proceeding in the manner provided in
Section 7 below, or in such other manner as may be permitted by law, shall be
valid and sufficient service thereof.
3. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings, both
written and oral, between the parties, or any of them, with respect to the Stock
Options and the termination and cancellation thereof.
4. AMENDMENT AND MODIFICATION. This Agreement may be amended, modified,
and supplemented only by a written document executed by RSC and NationsRent
which specifically states that it is an amendment, modification or supplement to
this Agreement.
5. AUTHORIZATION. Each party represents and warrants that (i) this
Agreement has been duly and validly authorized, executed and delivered, subject
to the application of equitable remedies, and (ii) the person executing this
Agreement on its behalf is duly authorized and fully competent to execute this
Agreement on its behalf and that its execution of this Agreement and its
performance hereunder has been approved by its Board of Directors. In entering
into this Agreement, the undersigned represent that they have read all the terms
hereof, have discussed the terms with counsel and that such terms are fully
understood and voluntarily accepted.
6. CONSTRUCTION. This Agreement shall be construed without regard to
the party or parties responsible for its preparation, and it shall be deemed to
have been prepared jointly by both parties. Any ambiguity or uncertainty arising
herein shall not be interpreted or construed against any party hereto.
7. NOTICES. Notices, requests instructions or other documents to be
given under this Agreement shall be in writing and shall be deemed given, (i)
when sent if sent by facsimile, provided that the facsimile is promptly
confirmed by telephone confirmation thereof to the intended recipient, (ii) when
delivered, if delivered personally to the intended recipient, and (iii) one
business day later, if sent by overnight delivery via a national courier
service, and in each case, addressed to a party at the following address for
such party:
if to NationsRent:
NationsRent, Inc.
000 Xxxx Xxx Xxxx Xxxx.
00xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telecopier: (000) 000-0000
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with a copy to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telecopier: (000) 000-0000
if to RSC:
Rental Service Corporation
0000 Xxxx Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx Xxxxxx, Esq.
Telecopier: (000) 000-0000
with a copy to:
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxxxx, Esq.
Telecopier: (000) 000-0000
or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.
9. SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affect the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction, and if any provision of
this Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable; provided that,
notwithstanding the foregoing provisions of this Section 9, if any reformation
of this Agreement to cure any failure of validity or enforceability in
accordance with such provisions would so frustrate the intent and purposes of
the Parties such that a Party would not have entered into this Agreement as so
reformed, the severability provisions of this Section 9 shall not be applied to
cure any such failure.
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10. ENFORCEMENT. The parties agree that in the event of a breach of any
provision of this Agreement irreparable damage would occur, the aggrieved party
would be without an adequate remedy at law, and damages would be difficult to
determine. The parties therefore agree that in the event of a breach of any
provision of this Agreement, the aggrieved party may elect to institute and
prosecute proceedings to enforce specific performance or to enjoin the
continuing breach of such provision. By seeking or obtaining such relief, the
aggrieved party will not be precluded from seeking or obtaining any other relief
to which it may be entitled at law or in equity.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officers of the parties hereto as of the date first
written above.
RENTAL SERVICE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
a duly authorized signatory
NATIONSRENT, INC.
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Executive Officer
