This Employment Agreement (the “Agreement”) among United RENTALS, INC., UNITED RENTALS (NORTH AMERICA), iNC., both Delaware corporations , each having a principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx – Suite 700, Stamford, CT 06902 (United Rentals, Inc. and its subsidiaries and other affiliates are referred to collectively as “URI” or the “Company”) and _______ (“Employee” or “you”) is hereby entered into as of April [•], 2021. [Contingent upon the Closing of the Merger (each, as defined below), this Agreement will replace the existing employment arrangement between Employee and [General Finance Corporation][Pac-Van, Inc., an Indiana corporation and wholly owned subsidiary of General Finance Corporation], dated as of [•] (the “Existing Employment Agreement”).]
United Rentals (North America), Inc. (“Parent”), General Finance Corporation (“General Finance”), a Delaware corporation, and UR Merger Sub VI Corporation (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Parent, have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), which provides for the merger of Merger Sub with and into General Finance (the “Merger”), with General Finance surviving the Merger, in a cash tender offer to acquire any and all of the outstanding Shares of General Finance in cash, as more fully described in, and pursuant to the terms of, the Merger Agreement. Employee understands and agrees that Employee’s post-employment obligations under this Agreement may be enforced by URI and/or General Finance. Capitalized terms that are used but not defined herein have the meaning set forth in the Merger Agreement.
Employee is a Key Employee, may own Shares or hold certain Company Equity Awards and acknowledges and agrees that, by virtue of the Merger, Employee will receive direct and substantial economic benefit in exchange for the sale, conveyance, transfer, assignment and delivery of all of Employee’s direct ownership interests in General Finance, including the “single-trigger” treatment of Employee’s Company Equity Awards as further described in the letter agreement of even date herewith. Further, in order to induce URI to enter into the Merger Agreement and to induce URI to consummate the Merger, Employee has agreed to enter into this Agreement.
URI engages in the business of renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial work platforms, traffic safety equipment, trench safety equipment, pumps, tanks, filtration, power and HVAC equipment, industrial equipment, sanitation equipment, landscaping equipment, home repair equipment, maintenance equipment, contractor supplies, general tools, light equipment and specialty equipment, as well as the buying of companies that engage in such activities, along with the training and computer systems designed, developed and utilized with respect to support any of the foregoing. URI may in the future also engage in other businesses, including, for the avoidance of doubt, the businesses of General Finance following the Closing.
Employee is or will be employed by the Company in a confidential relationship where Employee, in the course of his or her employment with the Company, and in exchange for Employee’s confidentiality obligations, has become and/or will become familiar with and aware of confidential information which was established and maintained at great expense to the Company; this information is Confidential Information and/or a Trade Secret (as defined below) and constitutes valuable goodwill of the Company. The protection of these Trade Secrets and Confidential Information is of critical importance to the Company.
The Company will sustain irreparable harm if Employee should violate the provisions of this Agreement. Monetary damages for such losses would be extremely difficult to calculate and would be inadequate to fully compensate the Company.
NOW, THEREFORE , in consideration for URI to enter into the Merger Agreement and to consummate the Merger contemplated thereby, the “single-trigger” treatment of Company’s Equity Awards, and without limitation of the Company’s employment of Employee on an at-will basis[, and the Company’s agreement to Section 3.1,] as well as the entrustment of customer relationships/goodwill, and the provision of access to the Company’s Trade Secrets and Confidential Information (both as defined below), the Employee acknowledges that sufficient consideration is being granted in exchange for the terms and provisions contained herein, including, but not limited to, the non-compete provisions contained in Section 3 hereof and the assignment provision contained in Section 10(c) hereof. For the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows: