Exhibit 10.1
XXXXXXXX X. XXXXXXX
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is dated as of February 24,
2006 by and between U-STORE-IT TRUST, a Maryland real estate investment trust
(the "COMPANY"), and Xxxxxxxx X. Xxxxxxx (the "EXECUTIVE").
WHEREAS, the Company has determined that it is in the best interests of the
Company and its shareholders to enter into an employment agreement with the
Executive and the Executive is willing to serve as an employee of the Company,
subject to the terms and conditions of this Agreement. Accordingly, the parties
hereto agree as follows:
1. Term. The Company hereby employs the Executive, and the Executive hereby
accepts such employment for an initial term commencing as of the date hereof and
ending on December 31, 2007, unless sooner terminated in accordance with the
provisions of Section 4 or Section 5 (the period during which the Executive is
employed hereunder being hereinafter referred to as the "TERM"). The Term shall
be subject to automatic one-year renewals unless either party hereto notifies
the other, in accordance with Section 7.4, of non-renewal at least ninety (90)
days prior to the end of any such Term. Notwithstanding the employment of the
Executive by the Company, the Company shall be entitled to pay the Executive
from the payroll of any subsidiary of the Company.
2. Duties. The Executive, in her capacity as Executive Vice President,
General Counsel and Secretary, shall faithfully perform for the Company the
duties of said office and shall perform such other duties of an executive,
managerial or administrative nature as shall be specified and designated from
time to time by the Board of Trustees of the Company (the "BOARD") (including
the performance of services for, and serving on the Board of Directors or a
comparable governing body of, any subsidiary or affiliate of the Company without
any additional compensation). The Executive shall devote substantially all of
the Executive's business time and effort to the performance of the Executive's
duties hereunder, provided that in no event shall this sentence prohibit the
Executive from performing personal and charitable activities and any other
activities approved by the Board, so long as such activities do not materially
and adversely interfere with the Executive's duties for the Company. The Board
may delegate its authority to take any action under this Agreement to the
Compensation Committee of the Board (the "COMPENSATION COMMITTEE").
3. Compensation.
3.1 Salary. The Company shall pay the Executive during the Term a base
salary at the rate of $250,000 per annum (the "ANNUAL SALARY"), in accordance
with the customary payroll practices of the Company applicable to senior
executives generally. The Annual Salary may be increased annually by an amount
as may be approved by the Board or the Compensation Committee, and, upon such
increase, the increased amount shall thereafter be deemed to be the Annual
Salary for purposes of this Agreement.
3.2 Bonus. The Executive will be eligible to participate in the
Company's annual bonus plan (the "BONUS PLAN"), the terms of which will be
established by the
Compensation Committee. The Executive may be awarded such restricted shares,
share options and other equity-based awards under the Company's equity
compensation plan ("EQUITY AWARDS") as the Compensation Committee determines to
be appropriate.
3.3 Benefits - In General. The Executive shall be permitted during the
Term to participate in any group life, hospitalization or disability insurance
plans, health programs, pension and profit sharing plans and similar benefits
that may be available to similarly situated senior executives of the Company
generally, on the same terms as may be applicable to such other executives, in
each case to the extent that the Executive is eligible under the terms of such
plans or programs. During the Term, the Company shall maintain customary
liability insurance for trustees and officers and list the Executive as a
covered officer.
3.4 Vacation. During the Term, the Executive shall be entitled to
vacation of four (4) weeks per year.
3.5 Automobile. During the Term, the Company will provide the
Executive an allowance of $6,000 per year for the use of an automobile
(including the payment of vehicle insurance). At the option of the Company, in
lieu of providing such allowance, the Company will provide the Executive with an
automobile of suitable standard to the Executive's position.
3.6 Expenses. The Company shall pay or reimburse the Executive for all
ordinary and reasonable out-of-pocket business expenses actually incurred (and,
in the case of reimbursement, paid) by the Executive during the Term in the
performance of the Executive's services under this Agreement, pursuant to the
Company's standard expense reimbursement policy as in effect from time to time,
so long as the Executive provides proper documentation establishing the amount,
date and business purpose of the expenses.
4. Termination upon Death or Disability. If the Executive dies during
the Term, the obligations of the Company to or with respect to the Executive
shall terminate in their entirety except as otherwise provided under this
Section 4. If the Executive becomes eligible for disability benefits under the
Company's long-term disability plans and arrangements (or, if none apply, would
have been so eligible under the most recent plan or arrangement), the Company
shall have the right, to the extent permitted by law, to terminate the
employment of the Executive upon notice in writing to the Executive and such
termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement; provided, that, the Company will have no right to
terminate the Executive's employment if, in the opinion of a qualified physician
reasonably acceptable to the Company, it is reasonably certain that the
Executive will be able to resume the Executive's duties on a regular full-time
basis within 90 days of the date the Executive receives notice of such
termination.
Upon death or other termination of employment by virtue of disability
(i) the Executive (or the Executive's estate or beneficiaries in the case of the
death of the Executive) shall have no right to receive any compensation or
benefit hereunder on and after the Effective Date of the Termination other than
Annual Salary earned and accrued under this Agreement prior to the Effective
Date of the Termination, any bonus for the prior year not yet paid, and other
benefits, including payment for accrued but unused vacation, earned and accrued
under this Agreement prior to the Effective Date of the Termination (and
reimbursement under this Agreement for
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expenses incurred but not paid prior to the Effective Date of the Termination)
and an amount equal to the product of (x) the Executive's target annual bonus
for the fiscal year of the Executive's death or disability and (y) a fraction,
the numerator of which is the number of days in the current fiscal year through
the Effective Date of the Termination, and the denominator of which is 365; (ii)
all Equity Awards held by the Executive shall become fully vested and
exercisable; and (iii) this Agreement shall otherwise terminate upon the
Effective Date of the Termination and there shall be no further rights with
respect to the Executive hereunder (except as provided in Section 7.13). For
purposes of this Section 4, the "EFFECTIVE DATE OF THE TERMINATION" shall mean
the date of death or the date on which a notice of termination by virtue of
disability is given or any later date (within thirty (30) days after the giving
of such notice) set forth in such notice of termination.
For the avoidance of doubt, the Executive acknowledges and agrees that
the payments set forth in this Section 4 constitute liquidated damages for
termination of her employment during the Term upon death or by virtue of
disability.
5. Other Terminations of Employment.
5.1 Termination for Cause; Termination of Employment by the Executive
Without Good Reason.
(a) For purposes of this Agreement, "CAUSE" shall mean:
(i) the Executive's conviction for (or pleading nolo
contendere to) any felony or a misdemeanor involving moral turpitude;
(ii) the Executive's commission of an act of fraud, theft or
dishonesty related to the business of the Company or its affiliates or
the performance of the Executive's duties hereunder;
(iii) the willful and continuing failure or habitual neglect
by the Executive to perform the Executive's duties hereunder;
(iv) any material violation by the Executive of the
covenants contained in Section 6; or
(v) the Executive's willful and continuing material breach
of this Agreement.
For purposes of this Section 5.1, no act, or failure to act, by Executive shall
be considered "willful" unless committed in bad faith and without a reasonable
belief that the act or omission was in the best interests of the Company or its
subsidiaries. Notwithstanding the foregoing, if there exists (without regard to
this sentence) an event or condition that constitutes Cause under clause (iii),
(iv) or (v) above, the Executive shall have 30 days from the date written notice
is given by the Company of such event or condition to cure such event or
condition and, if the Executive does so, such event or condition shall not
constitute Cause hereunder.
(b) For purposes of this Agreement, "GOOD REASON" shall mean,
unless otherwise consented to by the Executive:
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(i) the material reduction of the Executive's authority,
duties and responsibilities, or the assignment to the Executive of
duties materially and adversely inconsistent with the Executive's
position or positions with the Company and its subsidiaries;
(ii) a reduction in Annual Salary of the Executive;
(iii) the failure by the Company to obtain an agreement from
any successor to the business of the Company to assume and agree to
perform this Agreement;
(iv) a change in control (for purposes of this Section,
"CHANGE IN CONTROL" shall mean:
(A) the dissolution or liquidation of the Company, (B) the
merger, consolidation, or reorganization of the Company with
one or more other entities in which the Company is not the
surviving entity or immediately following which the persons
or entities who were beneficial owners (as determined
pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of voting securities
of the Company immediately prior thereto cease to
beneficially own more than 50% of the voting securities of
the surviving entity immediately thereafter, (C) a sale of
all or substantially all of the assets of the Company to
another person or entity other than an affiliate of the
Company, (D) any transaction (including without limitation a
merger or reorganization in which the Company is the
surviving entity) that results in any person or entity or
"group" (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (other than persons who are
shareholders or affiliates immediately prior to the
transaction) owning thirty percent (30%) or more of the
combined voting power of all classes of shares of the
Company, or (E) individuals who, as of the date hereof,
constitute the Board (the "INCUMBENT BOARD") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a trustee
subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least a majority of the trustees then
comprising the Incumbent Board (either by a specific vote or
by approval of the proxy statement of the Company in which
such person is named as a nominee for trustee, without
written objection to such nomination) shall be considered as
though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election
or removal of trustees or other actual or threatened
solicitation of proxies or contests by or on behalf of a
person other than the Board;
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(v) a requirement by the Company that the Executive's work
location be moved more than fifty (50) miles from the Company's
principal place of business in Cleveland, Ohio unless the relocation
results in the work location being closer to Executive's residence; or
(vi) the Company's material and willful breach of this
Agreement.
Notwithstanding the foregoing, if there exists (without regard to this sentence)
an event or condition that constitutes Good Reason under clause (i), (ii), (v)
or (vi) above, the Company shall have 30 days from the date on which the
Executive gives the written notice thereof to cure such event or condition and,
if the Company does so, such event or condition shall not constitute Good Reason
hereunder. Further, an event or condition shall cease to constitute Good Reason
one (1) year after the event or condition first occurs.
(c) The Company may terminate the Executive's employment
hereunder for Cause and such termination in and of itself shall not be, nor
shall it be deemed to be, a breach of this Agreement. If the Company terminates
the Executive for Cause, (i) the Executive shall have no right to receive any
compensation or benefit hereunder on and after the Effective Date of the
Termination other than Annual Salary and other benefits, including payment for
accrued but unused vacation (but excluding any bonuses except as provided in the
Bonus Plan) earned and accrued under this Agreement prior to the Effective Date
of the Termination (and reimbursement under this Agreement for expenses incurred
but not paid prior to the Effective Date of the Termination); and (ii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and the Executive shall have no further rights hereunder (except as provided in
Section 7.13). For purposes of this Section 5.1(c), the "EFFECTIVE DATE OF THE
TERMINATION" shall mean the date on which a notice of termination is given or
any later date (within thirty (30) days after the giving of such notice) set
forth in such notice of termination.
(d) The Executive may terminate her employment without Good
Reason. If the Executive terminates the Executive's employment with the Company
without Good Reason: (i) the Executive shall have no right to receive any
compensation or benefit hereunder on and after the Effective Date of the
Termination other than Annual Salary and other benefits, including payment for
accrued but unused vacation (but excluding any bonuses except as provided in the
Bonus Plan) earned and accrued under this Agreement prior to the Effective Date
of the Termination (and reimbursement under this Agreement for expenses incurred
but not paid prior to the Effective Date of the Termination); and (ii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and the Executive shall have no further rights hereunder (except as provided in
Section 7.13). For purposes of this Section 5.1(d), the "EFFECTIVE DATE OF THE
TERMINATION" shall mean the date on which a notice of termination is given or
any later date (within thirty (30) days after the giving of such notice) set
forth in such notice of termination.
(e) In the event the Company elects not to renew this Agreement
as contemplated in Section 1 above, the Executive shall receive a cash payment
equal to one (1) times the sum of: (i) the Executive's Annual Salary in effect
on the day of expiration of the Term and (ii) the average bonus actually paid to
the Executive with respect to the prior two (2) calendar years, payable no later
than 30 days after the day of expiration of the Term.
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5.2 Termination Without Cause; Termination for Good Reason. The
Company may terminate the Executive's employment at any time without Cause, for
any reason or no reason and the Executive may terminate the Executive's
employment with the Company for Good Reason. If the Company or the Executive
terminates the Executive's employment and such termination is not described in
Section 4 or Section 5.1, (i) the Executive shall have no right to receive any
compensation or benefit hereunder on and after the Effective Date of the
Termination other than Annual Salary earned and accrued under this Agreement
prior to the Effective Date of the Termination, any bonus for the prior year
which has been awarded but not yet paid, and other benefits, including payment
for accrued but unused vacation, earned and accrued under this Agreement prior
to the Effective Date of the Termination (and reimbursement under this Agreement
for expenses incurred but not paid prior to the Effective Date of the
Termination) and an amount equal to the product of (x) the Executive's target
annual bonus for the fiscal year of the Executive's termination of employment
and (y) a fraction, the numerator of which is the number of days in the current
fiscal year through the Effective Date of the Termination, and the denominator
of which is 365; (ii) the Executive shall receive a cash payment equal to the
Severance Payment payable no later than 30 days after the Effective Date of the
Termination; (iii) for eighteen (18) months after the Effective Date of the
Termination, the Company shall continue medical, prescription and dental
benefits to the Executive and/or the Executive's family at least equal to those
which would have been provided to them in accordance with the welfare benefit
plans, practices, policies and programs provided by the Company to the extent
applicable generally to other peer employees of the Company and its affiliated
companies, as if the Executive's employment had not been terminated; provided,
however, that if the Executive becomes reemployed with another employer and is
eligible to receive medical, prescription and dental benefits under another
employer provided plan, the medical, prescription and dental benefits described
herein shall be secondary to those provided under such other plan during such
applicable period of eligibility; (iv) all Equity Awards held by the Executive
shall become fully vested and exercisable (notwithstanding anything to the
contrary contained in Section 14 of the Company's 2004 Equity Incentive Plan or
any other provision thereof); and (v) this Agreement shall otherwise terminate
upon the Effective Date of the Termination and the Executive shall have no
further rights hereunder (except as provided in Section 7.13). The "SEVERANCE
PAYMENT" means two (2) times the sum of: (i) the Executive's Annual Salary in
effect on the day of termination and (ii) the Executive's Average Annual Bonus.
The Executive's "AVERAGE ANNUAL BONUS" means the average bonus actually paid to
the Executive with respect to the prior two (2) calendar years. For purposes of
this Section 5.2, the "EFFECTIVE DATE OF THE TERMINATION" shall mean the date on
which a notice of termination is given or any later date (within thirty (30)
days after the giving of such notice) set forth in such notice of termination,
or in the case of termination of employment by the Executive for Good Reason,
the date of termination specified in such Executive's notice of termination.
5.3 Nature of Payments. For the avoidance of doubt, the Executive
acknowledges and agrees that the payments set forth in this Section 5 constitute
liquidated damages for termination of her employment during the Term.
6. Confidential and Proprietary Information.
6.1 Confidential Information. The Executive shall keep secret and
retain in strictest confidence, and shall not use for her personal benefit or
the benefit of others or directly or
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indirectly disclose, except as may be required or appropriate in connection with
her carrying out her duties under this Agreement, all confidential information,
knowledge or data relating to the Company or any of its affiliates, or to the
Company's or any such affiliate's respective businesses and investments
(including confidential information of others that has come into the possession
of the Company or any such affiliate), learned by the Executive heretofore or
hereafter directly or indirectly from the Company or any of its affiliates and
which is not generally available lawfully and without breach of confidential or
other fiduciary obligation to the general public without restriction (the
"CONFIDENTIAL COMPANY INFORMATION"), except with the Company's express written
consent or as may otherwise be required by law or any legal process.
6.2 Return of Documents; Rights to Products. All memoranda, notes,
lists, records, property and any other tangible product and documents (and all
copies thereof) made, produced or compiled by the Executive or made available to
the Executive concerning the businesses and investments of the Company and its
affiliates shall be the Company's property and shall be delivered to the Company
at any time on request. The Executive shall assign to the Company all rights to
trade secrets and other products relating to the Company's business developed by
him alone or in conjunction with others at any time while employed by the
Company.
6.3 Rights and Remedies upon Breach. The Executive acknowledges and
agrees that any breach by him of any of the provisions of this Section 6 (the
"RESTRICTIVE COVENANTS") would result in irreparable injury and damage for which
money damages would not provide an adequate remedy. Therefore, if the Executive
breaches any of the Restrictive Covenants, the Company and its affiliates shall
have the right and remedy to have the Restrictive Covenants specifically
enforced (without posting bond and without the need to prove damages) by any
court having equity jurisdiction, including, without limitation, the right to an
entry against the Executive of restraining orders and injunctions (preliminary,
mandatory, temporary and permanent) against violations, threatened or actual,
and whether or not then continuing, of such covenants. This right and remedy
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company and its affiliates under law or in equity (including,
without limitation, the recovery of damages).
7. Other Provisions.
7.1 Severability. The Executive acknowledges and agrees that the
Executive has had an opportunity to seek advice of counsel in connection with
this Agreement. If it is determined that any of the provisions of this
Agreement, or any part thereof, is invalid or unenforceable, the remainder of
the provisions of this Agreement shall not thereby be affected and shall be
given full affect, without regard to the invalid portions.
7.2 Enforceability; Jurisdictions. The Company and the Executive
intend to and hereby confer jurisdiction to enforce the Restrictive Covenants
upon the courts of the State of Ohio. If any court holds the Restrictive
Covenants wholly unenforceable by reason of breadth of scope or otherwise it is
the intention of the Company and the Executive that such determination not bar
or in any way affect the Company's right, or the right of any of its affiliates,
to the relief provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants, as to breaches of such
Restrictive Covenants in such other respective
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jurisdictions, such Restrictive Covenants as they relate to each jurisdiction's
being, for this purpose, severable, diverse and independent covenants, subject,
where appropriate, to the doctrine of res judicata.
7.3 Attorneys' Fees. In the event of any legal proceeding relating to
this Agreement or any term or provision thereof, the losing party shall be
responsible to pay or reimburse the prevailing party for all reasonable
attorneys' fees incurred by the prevailing party in connection with such
proceeding; provided, however, the Executive shall not be required to pay or
reimburse the Company unless the claim or defense asserted by the Executive was
unreasonable.
7.4 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly delivered (i) two
business days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) when received if it is sent by facsimile
communication during normal business hours on a business day or one business day
after it is sent by facsimile and received if sent other than during business
hours on a business day, (iii) one business day after it is sent via a reputable
overnight courier service, charges prepaid, or (iv) when received if it is
delivered by hand, in each case to the intended recipient as set forth below:
(i) If to the Company, to:
U-Store-It Trust
0000 Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
with a copy to:
Xxxxx & Xxxxxxx L.L.P.
000 00xx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Facsimile: (000) 000-0000
(ii) If to the Executive, to:
Xxxxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxx, XX 00000
Tel: (000) 000-0000
Any such person may by notice given in accordance with this Section to the other
parties hereto designate another address or person for receipt by such person of
notices hereunder.
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7.5 Entire Agreement. This Agreement, together with the exhibits
hereto, contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, written or oral, with
the Company or its subsidiaries (or any predecessor of either).
7.6 Waivers and Amendments. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by a
written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party of any such right, power or privilege nor
any single or partial exercise of any such right, power or privilege, preclude
any other or further exercise thereof or the exercise of any other such right,
power or privilege.
7.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.
7.8 Assignment. This Agreement, and the Executive's rights and
obligations hereunder, may not be assigned by the Executive; any purported
assignment by the Executive in violation hereof shall be null and void. In the
event of any Change in Control, the Company may assign this Agreement and its
rights hereunder.
7.9 Withholding. The Company shall be entitled to withhold from any
payments or deemed payments any amount of withholding required by law. No other
taxes, fees, impositions, duties or other charges or offsets of any kind shall
be deducted or withheld from amounts payable hereunder, unless otherwise
required by law.
7.10 No Duty to Mitigate. The Executive shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking other employment or otherwise, nor will any payments hereunder be
subject to offset in the event the Executive does mitigate.
7.11 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors, permitted assigns,
heirs, executors and legal representatives.
7.12 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original but all such counterparts together shall constitute one and
the same instrument. Each counterpart may consist of two copies hereof each
signed by one of the parties hereto.
7.13 Survival. Anything contained in this Agreement to the contrary
notwithstanding, the provisions of Sections 6 and 7 (to the extent necessary to
effectuate the survival of Sections 6 and 7) shall survive termination of this
Agreement and any termination of the Executive's employment hereunder.
7.14 Existing Agreements. Executive represents to the Company that the
Executive is not subject or a party to any employment or consulting agreement,
non-competition
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covenant or other agreement, covenant or understanding which might prohibit the
Executive from executing this Agreement or limit the Executive's ability to
fulfill the Executive's responsibilities hereunder.
7.15 Headings. The headings in this Agreement are for reference only
and shall not affect the interpretation of this Agreement.
7.16 Parachute Provisions. If any amount payable to or other benefit
receivable by the Executive pursuant to this Agreement is deemed to constitute a
Parachute Payment (as defined below), alone or when added to any other amount
payable or paid to or other benefit receivable or received by the Executive
which is deemed to constitute a Parachute Payment (whether or not under an
existing plan, arrangement or other agreement), and would result in the
imposition on the Executive of an excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended, then, in addition to any other benefits to
which the Executive is entitled under this Agreement, the Executive shall be
paid by the Company an amount in cash equal to the sum of the excise taxes
payable by the Executive by reason of receiving Parachute Payments plus the
amount necessary to put the Executive in the same after-tax position (taking
into account any and all applicable federal, state and local excise, income or
other taxes at the highest applicable rates on such Parachute Payments and on
any payments under this Section 7.16) as if no excise taxes had been imposed
with respect to Parachute Payments. The amount of any payment under this Section
7.16 shall be computed by a certified public accounting firm mutually and
reasonably acceptable to the Executive and the Company, the computation expenses
of which shall be paid by the Company. "PARACHUTE PAYMENT" shall mean any
payment deemed to constitute a "parachute payment" as defined in Section 280G of
the Internal Revenue Code of 1986, as amended.
7.17 Certain Definitions. For purposes of this Agreement:
(a) an "affiliate" of any person means another person that
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first person, and includes
subsidiaries.
(b) A "business day" means the period from 9:00 am to 5:00 pm on
any weekday that is not a banking holiday in New York City, New York.
(c) A "subsidiary" means any corporation, partnership, joint
venture or other entity in which at least a majority interest in such entity is
owned directly or indirectly by the Company.
* * *
IN WITNESS WHEREOF, the parties hereto have signed their names as of the
day and year first above written.
U-STORE-IT TRUST
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
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Title: Chief Executive Officer
EXECUTIVE
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxxx X. Xxxxxxx
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