Maryland
(State of Other Jurisdiction
Of Incorporation)
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1-13820
(Commission
File Number)
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16-1194043
(I.R.S. Employer
Identification Number)
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[ ]
Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Officer
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Long Term
Incentive Restricted
Stock Awards
1
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Target Number
of Performance
Shares
2
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Kenneth F. Myszka,
President
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5,196
shares
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5,196
shares
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David L. Rogers, Chief
Executive Officer
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5,196
shares
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5,196
shares
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Andrew J. Gregoire, Chief Financial Officer
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2,887 shares
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2,887 shares
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Paul T. Powell, Chief Investment Officer
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2,887 shares
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2,887 shares
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Edward F. Killeen, Chief Operating Officer
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2,887 shares
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2,887 shares
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(1)
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Vest over 3 years.
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(2)
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No shares will be awarded if threshold performance is not achieved. Provided threshold performance is achieved, an applicable percentage of the target number between 50% and 200% will be awarded, with 50% of the target number of shares being awarded upon threshold performance, 100% of the target number of shares being awarded upon target performance and 200% of the target number of shares being awarded upon maximum performance
.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Form of Long Term Incentive Restricted Stock Award Notice
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10.2
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Form of Performance-Based Award Notice
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Date: December
__,
2015
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SOVRAN SELF STORAGE, INC.
By
/s/ ANDREW J. GREGOIRE
Name: Andrew J. Gregoire
Title: Chief Financial Officer
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Exhibit No.
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Description
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10.1
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Form of Long Term Incentive Restricted Stock Award Notice
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10.2
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Form of Performance-Based Award Notice
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Exhibit 10.1
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December 17, 2015
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*
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_______ shares of Restricted Stock (approx. 33% of the total shares under this award) shall vest on December 17, 2016
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*
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_______ shares of Restricted Stock (approx. 33% of the total shares under this award) shall vest on December 17, 2017
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*
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________shares of Restricted Stock (approx. 34% of the total shares under this award) shall vest on December 17, 2018.
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Very truly yours,
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||
SOVRAN SELF STORAGE, INC.
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||
By
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By
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AGREED TO AND ACCEPTED
this __th day of December, 2015
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||
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●
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“Applicable Percentage” shall refer to the percentages listed in the chart below.
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●
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“Maximum Performance” shall refer to the achievement by the Company of a Performance Rank of 1 for the Performance Period.
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●
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“Performance Period” means the period commencing on December 18, 2015 and ending December 17, 2018.
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●
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“Performance Rank” means the Company’s position in a ranking of the Peer Group based upon respective Total Shareholder Return for the Performance Period.
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●
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“Peer Group” means the peer group of real estate investment trusts, as determined and selected by the Committee, and listed in
Schedule A
hereto, and the Dow Jones Equity REIT Index.
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●
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“Service Period” means the period commencing on the date of this letter agreement and ending December 17, 2018.
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●
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“Target Performance” shall refer to the achievement by the Company of a Performance Rank of 9 for the Performance Period.
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●
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“Threshold Performance” shall refer to the achievement by the Company of a Performance Rank of 14 for the Performance Period.
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●
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“Total Shareholder Return” means total shareholder return and shall be determined for the Company and other companies in the Peer Group, by dividing (a) the sum of common stock price appreciation and dividends of the respective company during the Performance Period by (b) the common stock price of such company at the beginning of the Performance Period.
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Performance Rank
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Applicable Percentage of Target Number
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1
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200% (Maximum Performance)
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2
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188%
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3
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176%
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4
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165%
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5
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153%
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6
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140%
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7
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125%
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8
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110%
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9
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100%(Target Performance)
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10
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90%
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11
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80%
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12
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70%
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13
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60%
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14
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50% (Threshold Performance)
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15
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0%
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16
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0%
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17
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0%
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18
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0%
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You shall not be, nor have any of the rights or privileges of, a stockholder of the Company until the Performance Shares have been awarded hereunder and a stock certificate is issued to you related thereto. Thus, you shall be not entitled to vote any shares subject to this award, or receive any cash dividends, until the Performance Shares have been awarded hereunder and a stock certificate issued to you related thereto.
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SOVRAN SELF STORAGE, INC.
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||
By
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By
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EastGroup Properties Inc.
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Lexington Realty Trust
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PS Business Parks, Inc.
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CubeSmart
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Extra Space Storage, Inc.
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Cousins Properties, Incorporated
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National Retail Properties, Inc.
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Washington Real Estate Investment Trust
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Glimcher Realty Trust
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Public Storage
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Pennsylvania Real Estate Investment Trust
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Equity One, Inc.
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Mid-America Apartment Communities, Inc.
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First Industrial Realty Trust, Inc
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Acadia Realty Trust
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Highwoods Properties Inc.
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*Peer Group also includes the Dow Jones Equity REIT Index.
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