RESTRICTED STOCK AWARD
THIS AGREEMENT is entered into as of the day of , 1999 (the "Award
Date"), by and between STORAGE USA, INC.(the "Company") and (the "Recipient").
WHEREAS, the 1993 Omnibus Stock Plan (the "Plan") is intended to secure
for the Company the benefits of the incentive inherent in common stock ownership
by employees of the Company who are largely responsible for the Company's future
growth and continued financial success, and to reward certain of its key
employees with shares of the Company's stock ("Restricted Shares") subject to
restrictions set forth herein and in Section 7 of the Plan; and
WHEREAS, the Board of Directors of the Company has appointed a
committee (the "Compensation Committee") which has the exclusive authority to
determine the eligibility of employees to participate in the Plan; and
WHEREAS, the Compensation Committee has determined that the Recipient
named above shall be awarded restricted shares of the common stock of the
Company subject to the terms and conditions of this Agreement;
NOW, THEREFORE, the Company and the Recipient hereby agree as follows:
1. Restricted Stock Award. The Company hereby grants to the Recipient
________ Restricted Shares pursuant to the Plan and subject to the conditions
and restrictions hereinafter set forth.
2. Transfer Restrictions. Prior to the point in time when the
Restricted Shares vest and become nonforfeitable (the "Restricted Period"), none
of the Restricted Shares awarded pursuant to this Agreement (as adjusted for
changes in the capital structure of the Company as provided in the Plan) may be
sold transferred, pledged, hypothecated or otherwise encumbered. Such
restrictions shall be noted upon any certificates issued to Recipient pursuant
to this Agreement The Restricted Shares shall vest and become nonforfeitable as
set forth below in this Section 2:
Conditions to Vesting Amount Exercisable
Upon the continued employment of the Recipient by the Cumulative portion of the Restricted Shares which
Company through the date indicated below: vest and become nonforfeitable:
October 27, 1999 -------------------------- 20% or shares
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October 27, 2000 -------------------------- 40% or shares
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October 27, 2001 -------------------------- 60% or shares
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October 27, 2002 -------------------------- 80% or shares
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October 27, 2003 ------------------------- 100% or shares
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During the Restricted Period, subject to the vesting, forfeitability and
transfer limitations described herein, the Recipient shall have the entire
beneficial ownership and all rights and privileges of a shareholder with respect
to the Restricted Shares awarded hereunder, including the right to receive
dividends and the right to vote the Restricted Shares.
3. Acceleration of Vesting. Notwithstanding anything herein to the
contrary, the Restricted Shares shall immediately vest and become nonforfeitable
in the event: (a) Recipient's employment by the Company is terminated by reason
of the death or disability (as such term is defined in the Plan) of Recipient;
or (b) the Company undergoes a "change in control" (as such term is defined in
the Plan).
4. Retention of Restricted Shares by Company. Upon issuance of the
Restricted Shares, such shares shall be delivered to, and retained by, the
Treasurer of the Company for the Recipient's account pending expiration of the
Restricted Period.
5. Forfeiture of Restricted Shares. In the event of termination of
employment of the Recipient with the Company for any reason other than
Recipient's death or disability, all rights, title and interest of the Recipient
in and to the Restricted Shares shall thereupon be forfeited, the Restricted
Shares, to the extent such ownership of such Restricted Shares has not vested in
Recipient, shall forthwith be canceled and restored to the status of authorized
but unissued capital stock of the Company, and the Company shall have no further
obligation to the Recipient with respect thereto.
6. Lapse of Restrictions. At such time as Recipient satisfies the
vesting criteria set forth in Section 2 or vesting is accelerated pursuant to
Section 3, the restrictions set forth in this Agreement shall lapse and the
Treasurer of the Company shall promptly deliver to the Recipient the shares of
the Company's common stock awarded hereunder, free and clear of any restriction
or legend with respect thereto.
7. Withholding Tax. As provided in Section 13 of the Plan, the Company
shall have the right to withhold with respect to any taxes required by law to be
withheld because of the award or any election made by the Recipient with respect
thereto.
8. Representation and Covenant of Recipient. The Recipient does hereby
represent that (a) he has no present intention to transfer, sell or otherwise
dispose of the Restricted Shares, except as permitted by the Plan and in
compliance with applicable securities laws and (b) the Restricted Shares are
received pursuant to the terms, provisions and conditions of the Plan and this
Agreement, to all which the Recipient does expressly assent.
9. Status of Agreement. This Agreement shall be binding upon and inure
to the benefit of the Company , its successors and assigns and the Recipient and
his or her heirs, executors, administrators and legal representatives. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and may not be amended except by written instrument
signed by both parties. This Agreement will be construed in accordance with and
governed by the laws of the State of Tennessee.
10. Incorporation of Plan by Reference. The Restricted Shares are being
issued pursuant to the terms of the Plan, the terms of which are incorporated
herein by reference, and this Agreement shall in all respects be interpreted in
accordance with the Plan. The Compensation Committee shall interpret and
construe the Plan and this instrument, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
STORAGE USA, INC.
By:
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Title:
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RECIPIENT
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