ADVISORY AGREEMENT
This Advisory Agreement (this “Agreement”) is effective as of January 16, 2025 (the “Effective Date”) by and between Joel Keaton (“Keaton”) and CubeSmart, L.P., a Delaware limited partnership (the “Company”).
WHEREAS, Keaton and the Company desire to provide for the terms of the Company’s engagement of Keaton as a paid advisor to the Company.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto, each intending to be legally bound, do hereby agree as follows:
1.Engagement. The Company hereby engages Keaton as a non-employee consultant, and Keaton hereby accepts such engagement by the Company, for the period and upon the terms and conditions contained in this Agreement. Keaton shall perform services hereunder only as an independent contractor and only at the direction of the Company’s Chief Executive Officer. Under no circumstances shall Keaton be construed to be an employee of the Company with respect to his advisory services, and Keaton shall not be entitled to participate in any of the Company’s employee benefit plans. The Company shall not be liable to withhold taxes, provide any insurance or otherwise be obligated as an employer. Keaton agrees to pay and to be solely responsible for all taxes due and owing on Keaton’s compensation for the advisory services rendered under this Agreement, including, but not limited to, all federal, state and local income, social security, Medicare, workers’ compensation insurance, and unemployment compensation insurance. Nothing in this Agreement shall be deemed or construed (a) to create a partnership, joint venture or formal business organization between the Company and Keaton, (b) to grant any authority to Keaton to bind the Company or any of its Affiliates, or (c) to cause either party to be responsible in any way for the debts, liabilities or obligations of the other party.
2.Duties; Related Matters; Travel. During the Term (as defined below), Keaton shall be available to the Company by telephone, email or videoconference, upon reasonable advance notice from the Company’s Chief Executive Officer, to provide consultation and advice for transition services, special research projects, and strategic planning as and to the extent requested by, and subject to the express direction of the Company’s Chief Executive Officer (collectively, his “Duties”). The Company anticipates that Keaton will devote no more than 30 hours each calendar quarter to perform his Duties. In the performance of his Duties for the Company, Keaton shall not have the authority to bind the Company to agreements or arrangements and shall not execute documents in the name of the Company. The Company and Keaton agree that Keaton shall not be required to perform the Duties in any Company office or location and any travel voluntarily agreed-upon by Keaton and the Company shall be at the Company’s reasonable cost. Any agreed-upon travel by Keaton to perform the Duties shall be subject to the prior written approval of the Company’s Chief Executive Officer.
3.Term. The term of Keaton’ engagement with the Company pursuant to this Agreement (the “Term”) shall start on May 1, 2025 and extend through, but not after, the first to occur of (i) Keaton’s death, (ii) April 30, 2026, or (iii) such other date and time prior to such date as the Company and Keaton may agree.
4.Compensation. The Company shall pay Keaton compensation in accordance with the payment schedule set forth on Schedule A attached hereto. The Company shall have no