8-KMaterial Agreements

UNITED RENTALS, INC. 8-K Report, Material Agreement (Jun 16, 2006)

Filed June 16, 2006For Securities:URI

Summary

This 8-K filing from United Rentals, Inc. announces the entry into a definitive material agreement, specifically an employment agreement with Roger E. Schwed, who has been appointed Executive Vice President and General Counsel. This appointment is significant as it brings experienced legal counsel to the company, with Mr. Schwed having over 20 years of legal expertise, including extensive experience in mergers and acquisitions from prominent law firms and his most recent role as General Counsel for Maxcor Financial Group Inc. The employment agreement outlines a compensation package that includes a base salary of $400,000, a signing bonus of $35,000, and eligibility for annual cash incentive bonuses starting in 2007. A notable component of his compensation is the grant of 45,000 Restricted Stock Units (RSUs), with a portion vesting based on time and the remainder contingent on performance metrics like return on invested capital and diluted earnings per share. The filing also details termination, severance, and change-in-control provisions, which are crucial for understanding potential executive compensation scenarios.

Key Highlights

  • 1United Rentals, Inc. appointed Roger E. Schwed as Executive Vice President and General Counsel.
  • 2Mr. Schwed brings over 20 years of legal experience, including significant M&A expertise from top law firms and his prior role as General Counsel at Maxcor Financial Group Inc.
  • 3The employment agreement includes an annual base salary of $400,000.
  • 4Mr. Schwed is eligible for a signing bonus of $35,000.
  • 5A grant of 45,000 Restricted Stock Units (RSUs) was awarded, with a portion subject to time-based vesting and another portion performance-based.
  • 6The agreement specifies severance packages for termination without Cause or resignation for Good Reason, including a significant payout (190% of base salary plus target bonus) and continued COBRA premium payments.
  • 7Vesting acceleration for RSUs is provided in cases of termination without Cause, death, disability, or a Change in Control.

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