RECITALSExecutive Employment Agreement • July 17th, 2007 • RSC Holdings III, LLC • Arizona
EXHIBIT 10.4 EMPLOYEE STOCK OPTION AGREEMENT This Employee Stock Option Agreement, dated as of December 19, 2006, between Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.), a Delaware corporation, and the Employee whose name appears on...Employee Stock Option Agreement • July 17th, 2007 • RSC Holdings III, LLC • Delaware
Form of Indemnification AgreementIndemnification Agreement • July 17th, 2007 • RSC Holdings III, LLC • Delaware
WHEREAS, qualified persons are reluctant to serve corporations as directors or otherwise unless they are provided with broad indemnification and insurance against claims arising out of their service to and activities on behalf of the corporations; and
FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 17th, 2007 • RSC Holdings III, LLC • Delaware
RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth on the signature page hereof, by and between RSC Holdings Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page hereof (the “Participant”).
EXHIBIT 10.5 EMPLOYEE STOCK SUBSCRIPTION AGREEMENT This Employee Stock Subscription Agreement, dated as of December 19, 2006 between Atlas Copco North America Inc. (to be renamed RSC Holdings Inc.), a Delaware corporation, and the employee whose name...Employee Stock Subscription Agreement • July 17th, 2007 • RSC Holdings III, LLC • Delaware
RSC HOLDINGS INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of May 29, 2007Stockholders Agreement • July 17th, 2007 • RSC Holdings III, LLC • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of May 29, 2007, among (i) RSC Holdings Inc., a Delaware corporation (the “Company”), (ii) each Stockholder listed in the signature pages hereof and each other Stockholder that, immediately prior to the Effective Time, is a party to the Original Agreement and (iii) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.
TERMINATION AGREEMENTTermination Agreement • July 17th, 2007 • RSC Holdings III, LLC • New York
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2007, by and among RSC Holdings Inc. (the “Company”), RSC Equipment Rental, Inc. (f/k/a Rental Service Corporation), an Arizona Corporation (“RSC”), Ripplewood Holdings L.L.C., a Delaware limited liability company, and Oak Hill Capital Management, LLC, a Delaware limited liability company (each a “Manager” and, together, the “Managers”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSC HOLDINGS III, LLCLimited Liability Company Agreement • July 17th, 2007 • RSC Holdings III, LLC • Delaware
This Amended and Restated Limited Liability Company Agreement of RSC Holdings III, LLC (the “Company”), dated as of November 16, 2006, is entered into by RSC Holdings II, LLC, as the sole member (the “Member”), and Atlas Copco North America Inc., as the withdrawing member of the Company (“ACNA”).
Ripplewood Holdings L.L.C. One Rockefeller Plaza, 32nd, Fl. New York, NY 10020 Dear Ripplewood Holdings L.L.C.:Monitoring Agreement • July 17th, 2007 • RSC Holdings III, LLC
Since investment funds affiliated with or designated by Ripplewood Holdings L.L.C. became stockholders of RSC Holdings, Inc. (together with its subsidiaries, the “Company”), Ripplewood Holdings L.L.C. has provided the Company with financial, investment banking, management advisory and other services at the request of the Company. In connection with the Company’s initial public offering, the Monitoring Agreement between Ripplewood Holdings L.L.C. and the Company pursuant to which such services were provided will be terminated.
