SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2008
U-STORE-IT TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 001-32324 | 20-1024732 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
50 Public Square, Suite 2800 Cleveland, OH |
44113 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (216) 274-1340
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | On January 23, 2008, the Compensation Committee took the following actions regarding compensation for the Company’s executive officers: |
| (1) | approved a cash annual incentive payout for 2007 performance; |
| (2) | determined to maintain 2008 base salaries at the same levels approved for 2007; |
| (3) | approved 2008 target annual and long-term incentive compensation levels; and |
| (4) | approved grants of equity awards under the Company’s Equity Incentive Plans. |
2007 Bonus Program – Annual Incentive Payouts
The 2007 annual incentive compensation program, approved by the Compensation Committee in February 2007, provided for a cash award if corporate funds from operations and individual executive performance goals, weighted 70% and 30%, respectively, were achieved. The target annual incentive award was a percentage of the 2007 base salary for each executive officer as follows: Dean Jernigan, 100% of $610,000; Christopher P. Marr, 65% of $410,000; Kathleen A. Weigand, 65% of $330,000; Stephen R. Nichols, 55% of $275,000; and Timothy M. Martin, 55% of $225,000.
The threshold level of performance for funds from operations was not achieved, and no payout was awarded with respect to this objective. The Compensation Committee approved a cash payout of annual incentive compensation for 2007 on the basis of individual performance and the payout was calculated at 150% of the target annual incentive award times 30%, the weight for individual performance. The amounts approved for each executive officer is set forth on Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference.
2008 Bonus Program – Annual Incentive
The Compensation Committee approved a 2008 annual incentive program for executive officers that provides for cash bonus payments if corporate funds from operations and individual executive performance goals, weighted 70% and 30%, respectively, are achieved. Funds from operations goals range from approximately $52 million to $58 million.
The target award is a percentage of the 2008 base salary for each executive officer, as set forth in the table below. The Compensation Committee determined to maintain, without adjustment, the 2007 target annual incentive award percentages for each executive officer. Performance above and below targeted levels will result in a pro-rated award of 50% of target for threshold performance and 200% of target for maximum performance, except that the maximum percentage achievable for individual goals is limited to 150% of target. Payouts will be interpolated for performance between threshold, target and maximum levels.
|
Name |
2008 Annual Base Salary |
Target Annual Incentive
as a %
Salary |
FFO / Share Growth (70% of Target Opportunity) |
Individual Executive Goals (30% of Target Opportunity) |
||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||
|
D. Jernigan |
$ | 610,000 | 100 | % | $ | 213,500 | $ | 427,000 | $ | 854,000 | $ | 91,500 | $ | 183,000 | $ | 274,500 | ||||||||
|
C. Marr |
$ | 410,000 | 65 | % | $ | 93,275 | $ | 186,550 | $ | 373,100 | $ | 39,975 | $ | 79,950 | $ | 119,925 | ||||||||
|
K. Weigand |
$ | 330,000 | 65 | % | $ | 75,075 | $ | 150,150 | $ | 300,300 | $ | 32,175 | $ | 64,350 | $ | 96,525 | ||||||||
|
S. Nichols |
$ | 275,000 | 55 | % | $ | 52,938 | $ | 105,875 | $ | 211,750 | $ | 22,688 | $ | 45,375 | $ | 68,063 | ||||||||
|
T. Martin |
$ | 225,000 | 55 | % | $ | 43,313 | $ | 86,625 | $ | 173,250 | $ | 18,563 | $ | 37,125 | $ | 55,688 | ||||||||
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2008 Bonus Program – Long-Term Incentive / Grants of Equity Awards
The Compensation Committee approved long-term incentive compensation for the executive officers at the same levels that were approved for 2007, except that the Compensation Committee approved an increase in the target level for Timothy M. Martin to bring his total compensation package in line with the Committee’s benchmarks. The target grant level for each executive officer is as follows:
|
Dean Jernigan |
$ | 1,250,000 | |
|
Christopher P. Marr |
$ | 520,000 | |
|
Kathleen A. Weigand |
$ | 375,000 | |
|
Stephen R. Nichols |
$ | 375,000 | |
|
Timothy M. Martin |
$ | 300,000 |
Long-term incentive compensation award values were allocated 50% in stock options, 25% in time-vested restricted shares and 25% in performance-vested restricted shares. The stock options and time-vested restricted shares vest ratably over three years from the date of grant, and the stock options have a term of 10 years from, and an exercise price equal to the closing price of the Company’s common shares on, the date of grant. The performance-vested restricted shares will vest at the end of a three-year period, with the number of shares earned, if any, dependent upon the Company’s annualized total shareholder return (“TSR”) over the three-year period. TSR will be measured against absolute and relative standards of performance as set forth in the table below, and the two measures will be weighted equally, with half of the shares earned based on absolute TSR and the other half earned based on the Company’s TSR relative to the NAREIT Equity Index.
|
Total Shareholder Return |
Threshold | Target | Maximum | ||||||
|
Absolute TSR |
7 | % | 10 | % | 13 | % | |||
|
Relative TSR Equal to or Greater Than |
100bps | 200bps | 300bps |
The Compensation Committee approved the grant of equity awards at the target levels described above and such equity awards were valued by the Committee’s compensation consultant using their valuation model, which was based on the closing price for the Company’s common shares on the date of grant and reflected factors such as risk of forfeiture, performance expectations, dividend yield and vesting terms. Set forth opposite each executive officer’s name on Exhibit 99.2, which is incorporated herein by reference, are the numbers of equity awards that were granted. The number of shares that could be earned pursuant to performance-vested restricted shares range from 0% to 150% of the target grant levels set forth on Exhibit 99.2 for each executive officer, with 50% of target for threshold performance, 100% of target for target performance, and 150% of target for maximum performance. Payouts will be interpolated for performance between threshold, target and maximum levels.
The foregoing description of the terms of the stock options, time-vested restricted shares and performance-vested restricted shares is qualified in its entirety by the terms of the respective forms of the Nonqualified Share Option Agreement, Restricted Share Agreement and Performance-Vested Restricted Share Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits . The following exhibits are filed as part of this report:
| Exhibit No. |
Description |
|
| 10.1 | Form of Nonqualified Share Option Agreement | |
| 10.2 | Form of Restricted Share Agreement | |
| 10.3 | Form of Performance-Vested Restricted Share Agreement | |
| 99.1 | Schedule of 2007 Annual Incentive Payouts and 2008 Base Salaries for Executive Officers of U-Store-It Trust | |
| 99.2 | Schedule of 2008 Equity Awards for Executive Officers of U-Store-It Trust | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| U-S TORE -I T T RUST | ||||
| Date: January 25, 2008 | By: |
/s/ Kathleen A. Weigand |
||
| Kathleen A. Weigand | ||||
|
Executive Vice President, General Counsel and Secretary |
||||
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EXHIBIT INDEX
| Exhibit No. |
Description |
|
| 10.1 | Form of Nonqualified Share Option Agreement | |
| 10.2 | Form of Restricted Share Agreement | |
| 10.3 | Form of Performance-Vested Restricted Share Agreement | |
| 99.1 | Schedule of 2007 Annual Incentive Payouts and 2008 Base Salaries for Executive Officers of U-Store-It Trust | |
| 99.2 | Schedule of 2008 Equity Awards for Executive Officers of U-Store-It Trust | |
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EXHIBIT 10.1
Option No.:
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
NONQUALIFIED SHARE OPTION AGREEMENT
U-Store-It Trust, a Maryland real estate investment trust (the “Company”), grants an option
to purchase common shares of beneficial interest, $.01 par value, (the “Shares”) of the Company to the Optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the
Grant Date:
Name of Optionee:
Number of Shares Covered by Option:
Option Price per Share:
Vesting Start Date:
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 is also attached. 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.
| Optionee: |
|
|||
| Name: | ||||
| Company: |
|
|||
| Name: | Dean Jernigan | |||
| Title: | President and Chief Executive Officer | |||
Attachment
This is not a share certificate or a negotiable instrument.
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
NONQUALIFIED SHARE OPTION AGREEMENT
|
Nonqualified
Share Option |
This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. | |
| Vesting |
This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested Shares not less than 100 Shares, unless the number of Shares purchased is the total number available for purchase under the option, by following the procedures set forth in the Plan and below in this Agreement.
Your right to purchase Shares under this option vests as to one-third (1/3) of the total number of Shares covered by this option, as shown on the cover sheet, on each of the first three anniversaries of the Vesting Start Date (each an “Anniversary Date”), provided you then continue in service. The resulting aggregate number of vested Shares will be rounded to the nearest whole number, and you cannot vest in more than the number of Shares covered by this option.
Other than pursuant to the terms of any Employment Agreement between you and the Company, no additional Shares will vest after your service has terminated for any reason. |
|
| Term | Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will expire earlier if your service terminates, as described below. | |
|
Regular
Termination |
If your service terminates for any reason, other than death, Disability, Cause, Change in Control, or a voluntary resignation (and if you have an Employment Agreement with the Company, your voluntary resignation is without Good Reason as defined in your Employment Agreement), then your option expires at the close of business at Company headquarters on the 90th day after your termination date. | |
2
|
Termination for Cause or Voluntary Resignation |
If your service is terminated for Cause or you voluntarily resign (and if you have an Employment Agreement with the Company, your voluntary resignation is without Good Reason as defined in your Employment Agreement), then you immediately forfeit all rights to your option and the option immediately expires. | |
| Death |
If your service terminates because of your death, then your option shall become fully vested and will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve-month period, your estate or heirs may exercise your option.
In addition, if you die during the 90-day period described in connection with a regular termination (i.e., a termination of your service not on account of your death, Disability or Cause), and a vested portion of your option has not yet been exercised, then your option will instead expire on the date twelve (12) months after your termination date. In such a case, during the period following your death up to the date twelve (12) months after your termination date, your estate or heirs may exercise the vested portion of your option. |
|
| Disability | If your service terminates because of your Disability, then your option shall become fully vested and will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date. | |
|
Change in Control |
In the event of a Change in Control of the Company, your right to purchase Shares under this option shall vest and become immediately exercisable. | |
|
Leaves of Absence |
For purposes of this option, your service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, your service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your service terminates for all purposes under the Plan. | |
3
|
Notice of Exercise |
When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase (in a parcel of at least 100 Shares generally). Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. |
|
|
Form of Payment |
When you submit your notice of exercise, you must include payment of the option price for the Shares you are purchasing. Payment may be made in one (or a combination) of the following forms:
• Cash, your personal check, a cashier’s check, a money order or another cash equivalent acceptable to the Company.
• Shares which have already been owned by you for more than six months and which are surrendered to the Company. The value of the Shares, determined as of the effective date of the option exercise, will be applied to the option price.
• By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes (if approved in advance by the Compensation Committee of the Board if you are either an executive officer or a trustee of the Company). |
|
|
Withholding Taxes |
You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Shares acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of Shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate. | |
4
|
Transfer of
Option |
During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your death by the laws of descent and distribution.
Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way. |
|
|
Retention
Rights |
Neither your option nor this Agreement gives you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. The Company (and any parent, Subsidiaries or Affiliates) reserves the right to terminate your service at any time and for any reason. | |
|
Shareholder
Rights |
You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s Shares has been issued (or an appropriate book entry has been made). No adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is issued (or an appropriate book entry has been made), except as described in the Plan. | |
| Adjustments | In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this option and the option price per Share shall be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan. Your option 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. | |
| 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. | |
5
| The Plan |
The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.
This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. |
|
| 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 option, 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 Optionees, 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
|
The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option 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.
6
EXHIBIT 10.2
Grant No.:
U-STORE-IT TRUST
2007 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 2007 Equity Incentive Plan (the “Plan”).
Grant Date:
Name of Grantee:
Number of Shares Covered by Grant:
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: |
|
|
|
Company: |
|
|
This is not a share certificate or a negotiable instrument.
U-STORE-IT TRUST
2007 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 one-third (1/3) of the total number of Shares covered by this grant, as shown on the cover sheet, on each of the first three anniversaries of the Vesting Start Date (each an “Anniversary Date”) provided you then continue in service.
Your right to the Shares under this Restricted Share Agreement will become fully vested on your termination of service due to death or Disability, or in the event of a Change in Control. 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. | |
2
| 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, stock 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. | |
3
| 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.
4
EXHIBIT 10.3
Grant No.:
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
PERFORMANCE-VESTED 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 2007 Equity Incentive Plan (the “Plan”).
Grant Date:
Name of Grantee:
Number of Shares Covered by Grant:
Performance Period: January 1, 2008 – December 31, 2010
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: |
|
|||
| Company: |
|
|||
This is not a share certificate or a negotiable instrument.
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
PERFORMANCE-VESTED 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 Performance-Vested Restricted Share Agreement vests as to the total number of Shares covered by this grant, as shown on the cover sheet, on the last day of the Performance Period pursuant to the following conditions: (1) you then continue in service and (2) the extent to which the Company’s three-year annualized average total shareholder return (appreciation in share price and dividends) (“TSR”), as measured by the average closing stock price over the thirty (30) trading days prior to the start and end of the three-year Performance Period, exceeds the performance levels for relative and absolute TSR standards as set forth below, with one half of the Shares vesting based on the absolute TSR and one half vesting based on the relative TSR: | ||
|
(a) Absolute TSR: % (threshold), % (target), and % (maximum); and |
||
|
(b) Relative TSR: Annualized TSR performance against NAREIT Equity Index of bps (threshold), bps (target), bps (maximum). |
||
| The number of shares that vest at each level of performance pursuant to Absolute TSR and pursuant to Relative TSR is as follows: 50% for threshold performance; 100% for target performance; and 150% for maximum performance. The number of Shares that vest for results between threshold, target and maximum will be interpolated. | ||
| Your right to the Shares under this Restricted Share Agreement will become fully vested on your termination of service due to death or Disability if such event occurs prior to the third anniversary of the grant date, or in the event of a Change in Control. 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. | ||
2
| 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 do not have any of the rights of a shareholder with respect to the Restricted Shares unless and until the Shares relating to the Restricted Shares vest. You do not have the right to make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and any attempt to make such an election will result in forfeiture of the Restricted Shares. | |
| 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.” | ||
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| 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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EXHIBIT 99.1
Schedule of 2007 Annual Incentive Payouts and 2008 Base Salaries
for Executive Officers of U-Store-It Trust
|
Name |
Position |
2007
Annual Incentive Payouts |
2008
Base
|
||||
|
Dean Jernigan |
President and Chief Executive Officer | $274,500 | $ | 610,000 | |||
|
Christopher P. Marr |
Chief Financial Officer | $119,925 | $ | 410,000 | |||
|
Kathleen A. Weigand |
Executive Vice President, General Counsel and Secretary | $ 96,525 | $ | 330,000 | |||
|
Stephen R. Nichols |
Senior Vice President, Operations | $ 68,063 | $ | 275,000 | |||
|
Timothy M. Martin |
Senior Vice President and Chief Accounting Officer | $ 55,688 | $ | 225,000 | |||
EXHIBIT 99.2
Schedule of 2008 Equity Awards
for Executive Officers of U-Store-It Trust
|
Name |
Stock Options |
Time-Vested
|
Performance-Vested
|
|||
|
Dean Jernigan |
497,128 | 36,770 | 41,102 | |||
|
Christopher P. Marr |
298,071 | 15,296 | 17,098 | |||
|
Kathleen A. Weigand |
214,955 | 11,031 | 12,330 | |||
|
Stephen R. Nichols |
214,955 | 11,031 | 12,330 | |||
|
Timothy M. Martin |
171,964 | 8,825 | 9,864 |