This Amendment No. 1 amends the current report on Form
8-K
of United Rentals, Inc. (the “Company”) dated June 14, 2022 (the “Original Filing”) to disclose certain compensation arrangements of William (Ted) Grace in connection with his appointment as Interim Chief Financial Officer of the Company. At the time of the Original Filing, such compensation arrangements had not been determined.
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 20, 2022, the Company entered into an employment agreement (the “Employment Agreement”), effective as of July 29, 2022, with William (Ted) Grace in connection with his appointment to the role of Interim Chief Financial Officer of the Company. The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has approved an interim annual base salary rate of $550,000 for Mr. Grace and an interim bonus target of 90% of base salary, effective as of July 29, 2022 and continuing for the period of time that Mr. Grace serves as Interim Chief Financial Officer. His target bonus will be calculated using base salaries and bonus target percentages for the year, on a prorated basis, considering the effective date of changes during the year. At the conclusion of his assignment to the Interim Chief Financial Officer role, Mr. Grace’s base salary and target bonus will be adjusted, as appropriate, for the role assumed following his service in the Interim Chief Financial Officer role. In addition, Mr. Grace will continue to be eligible to participate in the benefit plans and programs generally provided by the Company to its executives.
In recognition of Mr. Grace’s expanded role as Interim Chief Financial Officer, the Compensation Committee approved a
one-time
grant of restricted stock units (the “RSUs”) to be granted on August 1, 2022 under the Company’s 2019 Long Term Incentive Plan having an aggregate grant date fair value of $325,000. The RSUs will vest ratably in thirds on the first three anniversaries of grant date, subject to his continued employment through each such vesting date.
In the event that Mr. Grace is terminated by the Company without “cause” or resigns for “good reason” (each as defined in the Employment Agreement), Mr. Grace will be entitled to (i) accrued base salary, vacation and unpaid expenses through the date of termination, (ii) COBRA continuation coverage paid by the Company through the earlier of (a) 12 months following his date of termination and (b) the date Mr. Grace becomes eligible for coverage under a third party’s group health plan and (iii) an amount equal to 100% of base salary and 100% of Mr. Grace’s target annual incentive opportunity, to be paid during the
12-month
period following the termination date every two weeks in installments equal to 1/26
th
of such amount. Mr. Grace has acknowledged and agreed that the cessation of the Interim Chief Financial Officer position or his assignment by the Company to another position will not be deemed a termination of employment under the Employment Agreement nor will it constitute good reason.
The Employment Agreement provides that the payment of any amounts following termination of Mr. Grace’s employment (other than payments required by law) is contingent upon and subject to Mr. Grace’s execution and
non-revocation
of a release of claims.
Mr. Grace is subject to indefinite confidentiality and
non-disparagement
restrictions and
12-month
post-termination
non-competition
and
non-solicitation
covenants.
The foregoing summary of Mr. Grace’s employment agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.
| Financial Statements and Exhibits. |
(d) Exhibits
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SIGNATURES