Exhibit
10.2


 


EXTRA SPACE STORAGE INC.


2004 LONG TERM INCENTIVE COMPENSATION PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


 


AGREEMENT by and
between EXTRA SPACE STORAGE INC., a Maryland
corporation (the “Company”) and                                                                        (the “Grantee”), dated as of                                                   ,
20      .


 


WHEREAS, the
Company maintains the Extra Space Storage Inc. 2004 Long Term Incentive
Compensation Plan (the “Plan”) (capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto by the Plan);


 


WHEREAS, the Grantee is an employee of the Company;
and


 


WHEREAS, the Company
has determined that it is in the best interests of the Company and its
shareholders to grant Restricted Stock to the Grantee pursuant to the Plan and
subject to the terms and conditions set forth below.


 


NOW, THEREFORE, IT
IS HEREBY AGREED AS FOLLOWS:


 


1.                                       Grant
of Restricted Stock.


 


The Company hereby
grants the Grantee                 
Shares of Restricted Stock of the Company, subject to the following terms and
conditions and subject to the provisions of the Plan. The Plan is hereby
incorporated herein by reference as though set forth herein in its entirety.


 


2.                                       Restrictions
and Conditions.


 


The Restricted
Stock awarded pursuant to this Agreement and the Plan shall be subject to the
following restrictions and conditions:


 


(i)                                     Subject
to the provisions of the Plan and this Agreement, during the period of
restriction with respect to Shares granted hereunder (the “Restriction Period”),
the Grantee shall not be permitted voluntarily or involuntarily to sell,
transfer, pledge, anticipate, alienate, encumber or assign the Shares (or have
such Shares attached or garnished). Subject to clauses (iii), (iv), (v) and
(vi) below, the Restriction Period shall begin on the date hereof and lapse on
the following schedule:


 


	
  Date Restriction Lapses

  	
   

  	
  Number of Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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Notwithstanding the foregoing, unless otherwise
expressly provided by the Committee, the Restriction Period with respect to
such Shares shall only lapse as to whole Shares.


 


(ii)                                  Except
as provided in the foregoing clause (i), below in this clause (ii) or in the
Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all
of the rights of a shareholder of the Company, including the right to vote the
Shares and the right to receive dividends. Certificates for Shares (not subject
to restrictions under the Plan) shall be delivered to the Grantee or his or her
designee promptly after, and only after, the Restriction Period shall lapse
without forfeiture in respect of such Shares of Restricted Stock.


 


(iii)                               Subject to clauses (iv),
(v) and (vi) below, if the Grantee has a Termination of Service by the Company
and its Subsidiaries or by the Grantee for any reason, during the Restriction
Period, then all Shares still subject to restriction shall thereupon, and with
no further action, be forfeited by the Grantee.


 


(iv)                              Cessation
of service as an employee shall not be treated as a cessation of employment for
purposes of this paragraph 2 if the Grantee continues without interruption to
serve thereafter as an officer or Director of the Company or in such other
capacity as determined by the Company, and the termination of such successor
service shall be treated as the applicable termination.


 


(v)                                 If
the Grantee is party to an employment agreement which provides that Shares
subject to restriction shall be subject to terms other than those set forth
above, the terms of such employment agreement shall apply with respect to the
Shares granted hereby and shall, to the extent applicable, supersede the terms
hereof.


 


(vi)                              In
the event that a Change of Control occurs during the Restriction Period, then
all restrictions on Shares shall thereupon, and with no further action
immediately lapse.


 


3.                                       Certain
Terms of Shares.


 


(a)                                  In
the discretion of the Company, each Grantee of Restricted Stock may be issued a
stock certificate in respect of Shares of Restricted Stock awarded under the
Plan. A “book entry” (by computerized or manual entry) shall be made in the
records of the Company to evidence an award of Restricted Stock, where no
certificate is issued in the name of the Grantee. Each certificate, if any,
shall be registered in the name of the Grantee and may include any legend which
the Company deems appropriate to reflect any restrictions on transfer under
this Agreement or the Plan, or as the Company may otherwise deem appropriate,
and, without limiting the generality of the foregoing, shall bear a legend
referring to the terms,


 


2

















 


conditions, and restrictions applicable to such Award,
substantially in the following form:


 


THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES
OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE EXTRA SPACE STORAGE INC. 2004 LONG TERM INCENTIVE
COMPENSATION PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER AND EXTRA SPACE STORAGE INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE
ON FILE IN THE OFFICES OF EXTRA SPACE STORAGE INC. AT 2795 EAST COTTONWOOD
PARKWAY, SUITE 400, SALT LAKE CITY, UT 84121.


 


(b)                                The
Committee shall require that any stock certificates evidencing such Shares be
held in custody by the Company until the restrictions thereon shall have
lapsed, and may in its discretion require that, as a condition of any
Restricted Stock award, the Grantee shall have delivered to the Company a stock
power, endorsed in blank, relating to the stock covered by such Award. If and
when such restrictions so lapse, any stock certificates shall be delivered by
the Company to the Grantee or his or her designee.


 


4.                                      Miscellaneous.


 


(a)                                 THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF MARYLAND, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH
COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF MARYLAND.


 


(b)                                The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect. This Agreement may not be amended or modified except by a
written agreement executed by the parties hereto or their respective successors
and legal representatives. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.


 


(c)                                 The
Committee may make such rules and regulations and establish such procedures for
the administration of this Agreement as it deems appropriate. Without limiting
the generality of the foregoing, the Committee may interpret the Plan and this
Agreement, with such interpretations to be conclusive and binding on all
persons and otherwise accorded the maximum deference permitted by law, provided
that the Committee’s interpretation shall not be entitled to deference on and
after a Change in Control except to the extent that such interpretations are
made exclusively by members of the Committee who are individuals who served


 


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as Committee members before the Change in Control and
take any other actions and make any other determinations or decisions that it
deems necessary or appropriate in connection with the Plan, this Agreement or
the administration or interpretation thereof. In the event of any dispute or
disagreement as to interpretation of the Plan or this Agreement or of any rule,
regulation or procedure, or as to any question, right or obligation arising
from or related to the Plan or this Agreement, the decision of the Committee,
except as provided above, shall be final and binding upon all persons.


 


(d)                                All
notices hereunder shall be in writing, and if to the Company or the Committee,
shall be delivered to the Board or mailed to its principal office, addressed to
the attention of the Board; and if to the Grantee, shall be delivered
personally, sent by facsimile transmission or mailed to the Grantee at the
address appearing in the records of the Company. Such addresses may be changed
at any time by written notice to the other party given in accordance with this
paragraph 4(d).


 


(e)                                 The
failure of the Grantee or the Company to insist upon strict compliance with any
provision of this Agreement or the Plan, or to assert any right the Grantee or
the Company, respectively, may have under this Agreement or the Plan, shall not
be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement or the Plan.


 


(f)                                   Nothing
in this Agreement shall confer on the Grantee any right to continue in the
employ or other service of the Company or its Subsidiaries or interfere in any
way with the right of the Company or its Subsidiaries and their shareholders to
terminate the Grantee’s employment or other service at any time.


 


(g)                                This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, written or oral,
with respect thereto.


 


IN WITNESS
WHEREOF, the Company and the Grantee have executed this Agreement as of the day
and year first above written.


 


 


	
   

  	
  EXTRA SPACE STORAGE INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Grantee:

  
	
   

  	
   

  
	
   

  	
   

  
					



 


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