Exhibit 10.3
GRANT NO.: _______
U-STORE-IT TRUST
2004 EQUITY INCENTIVE PLAN
DEFERRED SHARE AGREEMENT
U-Store-It Trust, a Maryland real estate investment trust (the "Company"),
hereby grants rights to future delivery of common shares of beneficial interest,
$.01 par value of the Company (the "Shares"), to the individual named below as
the Grantee subject to the vesting conditions set forth in the attachment.
Additional terms and conditions of the grant are set forth in this cover sheet,
in the attachment, and in the Company's 2004 Equity Incentive Plan (the "Plan").
For purposes of the Plan, these rights are considered Share Units.
Grant Date: February 21, 2006
Name of Xxxxxxx: Xxxxxxxx X. Xxxxxxx
Xxxxxxx's Social Security Number: _____-_____-_____
Number of Deferred Shares Covered by Xxxxx: 5,841
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THIS AGREEMENT AND IN THE PLAN, A COPY OF WHICH WILL BE PROVIDED ON
REQUEST. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THE PLAN AND AGREE
THAT THE PLAN WILL CONTROL IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHOULD
APPEAR TO BE INCONSISTENT WITH THE TERMS OF THE PLAN.
Grantee:
/s/ Xxxxxxx X. Xxxxxxx
----------------------
(Signature)
Company:
/s/ Xxxxxx X. xxxxxx
--------------------
(Signature)
Title:
President And Chief Financial Officer
Attachment
This is not a stock certificate or a negotiable instrument.
U-STORE-IT TRUST
2004 EQUITY INCENTIVE PLAN
DEFERRED SHARE AGREEMENT
DEFERRED SHARES This grant is an award of deferred shares for
TRANSFERABILITY the number of shares set forth on the cover
sheet, subject to the vesting conditions
described below ("Deferred Shares"). Your
Deferred Shares may not be transferred,
assigned, pledged or hypothecated, whether by
operation of law or otherwise, nor may the
Deferred Shares be made subject to execution,
attachment or similar process.
VESTING Your right to the Deferred Shares under this
Deferred Share Agreement vests as to ten
percent (10%) of the total number of Deferred
Shares covered by this grant, as shown on the
cover sheet, on January 30, 2007, provided you
then continue in Service. Thereafter, for each
of the next four (4) January 30 vesting dates
that you remain in Service, the number of
Deferred Shares vests at the rate of ten
percent (10%) per year, provided you then
continue in Service.
Your right to the Deferred Shares under this
Deferred Share Agreement vests as to ten
percent (10%) of the total number of Deferred
Shares covered by this grant, as shown on the
cover sheet, on each January 30 commencing with
January 30, 2007, and ending with January 30,
2011 provided (i) you then continue in Service
and (ii) the average annual total shareholder
return (appreciation in share price and
dividends) ("TSR") for the Company equals or
exceeds ten percent commencing on January 30,
2006. Any Shares which do not vest on a
previous January 30 will vest on a subsequent
January 30 if the average annual TSR from
January 30, 2006 through such subsequent
January 30 equals or exceeds ten percent (10%).
In order to help mitigate the impact of sudden
market swings, the measurement of the Company's
TSR shall be based on the average share price
of the Company's Shares for the 5 day period
prior to January 30, 2006 and each January 30
thereafter during the vesting period. Any
Deferred Shares not vested due to failure to
meet the annual or cumulative TSR goal as of
January 30, 2011 will be forfeited.
Your right to the Deferred Shares under this
Deferred Share Agreement will become fully
vested on your termination of Service due to
death or Disability. No additional Deferred
Shares will vest after your Service has
terminated for any
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reason.
DELIVERY OF STOCK A certificate for the Shares represented by the
Deferred Shares Agreement shall be delivered to
you, or to your eligible beneficiary or your
estate, at such time as the Deferred Shares
become vested; provided, that, if required by
Section 409A of the Internal Revenue Code and
the regulations thereunder, delivery of the
shares shall not be made earlier than six
months after your separation from service
within the meaning of Section 409A.
Special Rule: If any Shares would otherwise be
delivered to you during a period in which you
are: (i) subject to a lock-up agreement
restricting your ability to sell Shares in the
open market or (ii) restricted from selling
Shares in the open market because you are not
then eligible to sell under the Company's
xxxxxxx xxxxxxx or similar plan as then in
effect (whether because a trading window is not
open or you are otherwise restricted from
trading), delivery of such Shares will not
occur until the first date on which you are no
longer prohibited from selling Shares due to a
lock-up agreement or xxxxxxx xxxxxxx or similar
plan restriction.
WITHHOLDING TAXES You agree, as a condition of this grant, that
you will make acceptable arrangements to pay
any withholding or other taxes that may be due
as a result of granting the Deferred Shares or
your acquisition of Shares under this grant. In
the event that the Company determines that any
federal, state, local or foreign tax or
withholding payment is required relating to
this grant, the Company will have the right to:
(i) require that you arrange such payments to
the Company, (ii) withhold such amounts from
other payments due to you from the Company or
any Affiliate, or (iii) cause an immediate
forfeiture of Shares subject to the Deferred
Shares granted pursuant to this Agreement in an
amount equal to the withholding or other taxes
due.
RETENTION RIGHTS This Agreement does not give you the right to
be retained or employed by the Company (or any
Affiliates) in any capacity.
SHAREHOLDER RIGHTS You do not have any of the rights of a
shareholder with respect to the Deferred Shares
unless and until the Shares relating to the
Deferred Share Agreement has been delivered to
you. You will, however, be entitled to receive,
upon the Company's payment of a cash dividend
on outstanding Shares, a cash payment for each
Deferred Share that you
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hold as of the record date for such dividend
equal to the per-share dividend paid on the
Shares. You do not have the right to make an
election pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, and
any attempt to make such an election will
result in the forfeiture of the Deferred
Shares.
ADJUSTMENTS In the event of a Share split, a Shares
dividend or a similar change in the Company
Shares, the number of Deferred Shares covered
by this grant will be adjusted (and rounded
down to the nearest whole number) in accordance
with the terms of the Plan.
APPLICABLE LAW This Agreement will be interpreted and enforced
under the laws of the State of Maryland, other
than any conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of this
Agreement to the substantive law of another
jurisdiction.
CONSENT TO ELECTRONIC DELIVERY The Company may choose to deliver certain
statutory materials relating to the Plan in
electronic form. By accepting this grant you
agree that the Company may deliver the Plan
prospectus and the Company's annual report to
you in an electronic format. If at any time you
would prefer to receive paper copies of these
documents, as you are entitled to receive, the
Company would be pleased to provide copies.
Please contact the Corporate Secretary to
request paper copies of these documents.
THE PLAN The text of the Plan is incorporated in this
Agreement by reference. This Agreement and the
Plan constitute the entire understanding
between you and the Company regarding this
grant of Deferred Shares. Any prior agreements,
commitments or negotiations concerning this
grant are superseded. The Plan will control in
the event any provision of this Agreement
should appear to be inconsistent with the terms
of the Plan.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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