Scheduled Vesting. If you remain a member of the Board continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the numbers and on the dates specified in the Vesting Schedule on the cover page of this Agreement.

Accelerated Vesting. Vesting of the Units may be accelerated during the term of the Award at the discretion of the Committee in accordance with [Section 16.2] of the Plan and under the following circumstances:

Reverse Vesting. The Committee in its sole discretion may allow a Participant to exercise unvested Non-ISOs, in which case the Shares then issued shall be Restricted Shares having analogous vesting restrictions to the unvested Non-ISOs.

Vesting; Forfeiture. Except as otherwise provided in this Agreement, the RSUs awarded to a Participant shall vest on the date of the Company’s next annual meeting of stockholders after the date hereof (or the date that is at 50 weeks after the immediately preceding year’s annual meeting, if later) (the “Vesting Date”). If Participant ceases to be a director prior to the Vesting Date, the director shall forfeit the RSUs awarded under this Agreement unless # the Participant dies (in which case the RSUs shall immediately vest), or # the Governance Committee of the Board of Directors in its sole discretion decides to vest in whole or in part the RSUs awarded to the Participant. If the Participant is removed as a director at any time for cause in accordance with the Company’s bylaws, the director shall forfeit the RSUs awarded under this Agreement. An acceleration of vesting shall accelerate the Vesting Date and the payment date accordingly (subject to any applicable deferral election described in Section 6).

This option will become exercisable (“vest”) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 6.25% of the original number of Shares at the end of each successive quarter following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean ​.

Vesting Criteria. To receive the 20​ Bonus, you must satisfy both of the following criteria (the “Vesting Criteria”):

Restrictions; Vesting. The Restricted Stock shall be subject to the restrictions and other terms and conditions set forth in the Plan, which are hereby incorporated herein by reference, and in this Agreement. Subject to the terms and conditions of the Plan and this Agreement, Participant’s rights in and to the shares of Restricted Stock shall vest on April 10, 2020.

Vesting Conditions. The number of PBRSUs earned and vested with respect to the Performance Period (as defined in [Exhibit A]) shall be determined based on the extent to which the performance criteria set forth in [Exhibit A] hereto (the “Performance Criteria”) are attained. Except as otherwise provided in Section A.2(b) and Section A.2(c) below, if # the Committee certifies in writing the extent to which the applicable Performance Criteria in the Performance Period are attained, # you remain continuously employed by the Company or an Affiliate through the date on which the Committee certifies such performance (the “Certification Date”), and # you comply with the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement, you will become vested in the number of PBRSUs earned pursuant to [Exhibit A] as of the Certification Date.

Vesting Schedule. Subject to the special vesting rules set forth in Sections 7, 14 and 15, the Stock Units shall vest in accordance with the Vesting Schedule specified in the Award Agreement to the extent that the Employee is continuously employed by the Company or its Subsidiaries until the Vesting Dates specified in the Vesting Schedule and has not terminated employment on or before such dates. An Employee will not be treated as remaining in continuous employment if the Employee’s employer ceases to be a Subsidiary of the Company.

Vesting; Payment. Bonuses for a Performance Period will be awarded as the Committee determines in its sole discretion and shall be payable by the Company, in the discretion of the Committee, in cash and/or an United Rentals equity-based award of equivalent value (provided that in determining the number of shares of United Rentals common stock (whether restricted or unrestricted) that is equivalent to a dollar amount, that dollar amount shall be divided by the closing price of a share of common stock as reported on the New York Stock Exchange on the date any equity-based award in settlement of the incentive (or a portion thereof) is granted (with fractional shares being rounded to the nearest whole share)). The cash portion of the Bonus shall be paid by March 15th in the fiscal year after the fiscal year in which the Performance Period in which they are earned is completed, generally at such time as incentives are paid by United Rentals for the relevant fiscal year. Any equity-based award shall be granted under a stockholder-approved equity-based compensation plan subject to such terms and conditions (including vesting requirements) as the Committee and the administrative committee of the plan under which such equity-based award is granted may determine. Subject to approval by the Committee and to any requirements imposed by the Committee in connection with such approval, each Participant may be entitled to defer receipt, under the terms and conditions of any applicable deferred compensation plan of the Company and the requirements of Section 409A of the Code, of part or all of any payments otherwise due under this Plan. No Participant shall have any right to payment of any amounts under this Plan unless and until the Committee determines # the amount of such Participant’s Bonus, # that such Bonus shall be paid and # the method and timing of its payment.