U-STORE-IT TRUST 2004 EQUITY INCENTIVE PLAN RESTRICTED SHARE AGREEMENT

Contract Categories: Human Resources - Bonus & Incentive Agreements
EX-10.2 3 exhibit2.htm EX-10.2 EX-10.2

Exhibit 10.2

Grant No.: ________

U-STORE-IT TRUST
2004 EQUITY INCENTIVE PLAN
RESTRICTED SHARE AGREEMENT

U-Store-It Trust, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the Grantee named below, 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”).

Grant Date: July 10, 2006
Name of Grantee: Stephen R. Nichols
Grantee’s Social Security Number:      -     -     
Number of Shares Covered by Grant: 3,744

By signing this cover sheet, you agree to all of the terms and conditions described in the attached 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:

Stephen R. Nichols
Stephen R. Nichols

Company:

Dean Jernigan
Dean Jernigan

Title: President and Chief Executive Officer

Attachments
This is not a share certificate or a negotiable instrument.

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U-STORE-IT TRUST
2004 EQUITY INCENTIVE PLAN
RESTRICTED SHARE AGREEMENT

         
Restricted
Shares/
Nontransferability
      This grant is an award of Shares in the number of Shares set forth on the
cover sheet subject to the vesting conditions described below (“Restricted
Shares”). To the extent not yet vested, your Restricted Shares may not be
transferred, assigned, pledged or hypothecated, whether by operation of law or
otherwise, nor may the Restricted Shares be made subject to execution,
attachment or similar process.
 
        
 
     
 
        
Issuance and Vesting
      The Company will issue your Restricted Shares in your name as of the Grant
Date.
 
        
 
     
 
        
 
      Your right to the Shares under this Restricted Share Agreement vests as to the
total number of Shares covered by this grant, as shown on the cover sheet, on
the first five anniversaries of the date of grant provided you then continue
in Service with respect to each such vesting date.
 
        
 
     
 
        
 
      Your right to the Shares under this Restricted Share Agreement will become
fully vested on your termination of Services due to death or disability. No
additional Shares will vest after your Service has terminated for any reason,
other than pursuant to the terms of any Employment Agreement between you and
the Company.
 
        
 
     
 
        
Forfeiture of
Unvested Shares
      Except as provided pursuant to the terms of any Employment Agreement between
you and the Company, in the event that your Service terminates for any reason
other than death or disability, you will forfeit to the Company all of the
Shares subject to this grant that have not yet vested.
 
        
 
     
 
        
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 the vesting of Shares acquired 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 the vesting of Shares arising from
this grant, the Company shall have the right to: (i) require such payments
from you, (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 vesting 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 by the Company (or
any parent, Subsidiaries or Affiliates) in any capacity.
 
        
 
 
 
 
        
 
     
 
        
Shareholder Rights
      You have the right to vote the Restricted Shares and to receive any dividends
declared or paid on such Shares. Any distributions you receive as a result of
any split, dividend, combination of Shares or other similar transaction shall
be deemed to be a part of the Restricted Shares and subject to the same
conditions and restrictions applicable thereto. Except as described in the
Plan, no adjustments are made for dividends or other rights if the applicable
record date occurs before your share certificate is issued.
 
        
 
     
 
        
Adjustments
      In the event of a split, a dividend or a similar change in the Shares, the
number of Shares covered by this grant may be adjusted (and rounded down to
the nearest whole number) pursuant to the Plan. Your Restricted Shares shall
be subject to the terms of the agreement of merger, liquidation or
reorganization in the event the Company is subject to such corporate activity.
 
        
 
     
 
        
 
        
 
        
Legends
      All certificates representing the Shares issued in connection with this grant
shall, where applicable, have endorsed thereon the following legends:
 
        
 
     
 
        
 
      “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER
OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
 
        
 
     
 
        
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.
 
        
 
     
 
        
Data Privacy
      In order to administer the Plan, the Company may process personal data about
you. Such data includes, but is not limited to, the information provided in
this Agreement and any changes thereto, other appropriate personal and
financial data about you such as home address and business addresses and other
contact information, payroll information and any other information that might
be deemed appropriate by the Company to facilitate the administration of the
Plan.
 
        
 
     
 
        
 
      By accepting this grant, you give explicit consent to the Company to process
any such personal data. You also give explicit consent to the Company to
transfer any such personal data outside the country in which you work or are
employed, including, with respect to non-U.S. resident
 
        
 
 
 
 
        
 
     
 
        
 
      Grantees, to the United States, to transferees who shall include the Company
and other persons who are designated by the Company to administer the Plan.
 
        
 
     
 
        
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, the Company would be pleased to
provide copies. Please contact the Secretary of the Company to request paper
copies of these documents.

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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