Modification of Noncompetition Agreement and Termination of Employment Agreement



 EXHIBIT 10.12 
 MODIFICATION OF NONCOMPETITION AGREEMENT AND 
 TERMINATION OF EMPLOYMENT AGREEMENT 

This Modification of Noncompetition Agreement and Termination of Employment Agreement (this
“Agreement”) is made this 6th day of August 2007 by and between Robert J. Amsdell (“Amsdell”) and U-Store-It Trust, a Maryland real
estate investment trust (“USI”). 
 R E C I T A L S 
 WHEREAS, Amsdell and USI entered into a Noncompetition Agreement, dated October 27, 2004 (the “Noncompetition Agreement”); and 

WHEREAS, Amsdell and USI entered into an Amended and Restated Employment Agreement, dated October 27, 2004 (the “Employment
Agreement”); and 
 WHEREAS, the parties thereto desire to terminate specific provisions of the Noncompetition Agreement, to terminate
the Employment Agreement and to enter into this Agreement to memorialize such intent. 
 NOW, THEREFORE in consideration of the foregoing and
the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
 Article 1 - Termination and Modification of the Noncompetition Agreement 
 and the Employment Agreement 
 1.1 Termination of Employment Agreement. 
  

	 	(a)	Amsdell and USI hereby terminate the Employment Agreement effective February 13, 2007. 

  

	 	(b)	 Pursuant to USI’s request under Section 6.2 of the Employment Agreement, within ten days of the Effective Date or as soon thereafter as is practicable,
Amsdell hereby agrees to deliver to USI all memoranda, notes, lists, records, property and other tangible product and documents (and all copies thereof) made, produced or compiled by Amsdell or made available to Amsdell concerning the businesses and
investments of USI and its affiliates through February 13, 2007 (other than such product and documents related to the ownership of self-storage facilities by Rising Tide Development, LLC or related to the Pending Litigation as such term is
defined in the Settlement Agreement and Mutual Release by and among U-Store-It, L.P., U-Store-It Trust, U-Store-It Mini Warehouse Co., YSI Management LLC, U-Store-It Development, LLC, Rising Tide Development LLC, Amsdell and Amsdell, Robert J.
Amsdell, Barry L. 











	 	 
Amsdell, Todd C. Amsdell, Kyle V. Amsdell, Dean Jernigan and Kathleen A. Weigand dated as of the date hereof). 


 1.2 Modification of Noncompetition Agreement. 
  

	 	(a)	Amsdell and USI hereby modify the Noncompetition Agreement and USI expressly releases Amsdell from all of his obligations under Section 1 thereof with respect to (a) the
currently undeveloped land located at 2127 University Parkway, Sarasota, Florida 34243 and (b) any property identified by Amsdell as part of the Section 1031 “like-kind exchange” referenced in Section 13.18 of the Purchase
and Sale Agreement by and between U-Store-It, L.P. and Rising Tide Development, LLC dated as of the date hereof (the “2007 Acquired Properties Purchase Agreement”). 

  

	 	(b)	Amsdell and USI hereby further modify the Noncompetition Agreement by amending Section 2 of the Noncompetition Agreement and adding the following language thereto:
“Notwithstanding the foregoing nonsolicitation covenant set forth in this Section 2, Robert Amsdell is expressly allowed and permitted to hire, for any purpose, any employee or independent contractor who was terminated, resigned or
otherwise left the employment or other service of USI or any of its affiliates on or prior to June 1, 2007.” 

  

	 	(c)	All other provisions of the Noncompetition Agreement remain in full force and effect. 

 1.3 No Other Agreements. The parties further agree that other than the obligations contained in this Agreement, no other noncompetition or nonsolicitation provisions contained in any governing documents or
policy statements of USI shall apply to Amsdell. 
 Article 2 - Covenant Not to Sue and Indemnification 
 2.1 Covenant Not to Sue. USI agrees not to institute or file any claim or lawsuit for injunctive relief, declaratory judgment, damages, or
otherwise against Amsdell with any court, tribunal or agency with respect to any matters released or any rights waived in this Agreement. 
 2.2 Indemnification. If USI breaches this covenant not to sue, it shall be liable for and shall indemnify and hold harmless Amsdell for all of his attorneys’ fees, costs, and expenses incurred as a result of such breach.

 Article 3 - Miscellaneous 
 3.1 Notices. All notices, waivers, demands, requests or other communications required or permitted hereunder shall, unless otherwise expressly provided, be in writing and be deemed to have been properly given, served and 

  

 2 








 
received (a) if delivered by messenger, when received, (b) if mailed, three business days after deposit in the United States mail, certified or
registered, postage prepaid, return receipt requested, (c) if telecopied/faxed, upon confirmed receipt of a telecopied/facsimile transmission or (d) if delivered by reputable overnight express courier, freight prepaid, the next business
day after delivery to such courier; in every case addressed to the party to be notified as follows: 
  

			
	 To USI:
	  	U-Store-It Trust
		  	50 Public Square, Suite 2800
		  	Cleveland, Ohio 44113
		  	Attention: Secretary
		  	Telephone: 216-274-1340
		  	Facsimile: 216-274-1360
		
	 with a copy to:
	  	U-Store-It Trust
		  	460 East Swedesford
		  	Wayne, Pennsylvania 19087
		  	Attention: CFO
		  	Telephone: 610-293-5700
		  	Facsimile: 610-293-5720
		
	 To Robert J. Amsdell:
	  	Robert J. Amsdell
		  	6755 Engle Road, Suite A
		  	Middleburg Heights, Ohio 44130
		  	Attention: Robert J. Amsdell
		  	Telephone: 440-891-4100
		  	Facsimile: 440-891-4200
		
	 with a copy to:
	  	Kohrman Jackson & Krantz, PLL
		  	One Cleveland Center, 20th Floor
		  	1375 East Ninth Street
		  	Cleveland, Ohio 44114
		  	Attention: Marc C. Krantz, Esq.
		  	Telephone: 216-736-7204
		  	Facsimile: 216-621-6536

 3.2 Amendment; Waiver. This Agreement may not be amended except by an instrument in writing
signed by the parties hereto. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought. 
 3.3 Entire Agreement; Counterparts; Applicable Law. This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof, (b) may be executed in one or more counterparts, which may include a .pdf signature, each of which will be deemed an original but all of which, together, shall 

  

 3 








 
constitute one and the same instrument; provided that this Agreement shall not be effective until each party shall have delivered their counterpart to the
other party, and (c) shall be governed in all respects, including, without limitation, validity, interpretation and effect, by the laws of the State of Ohio without giving effect to the conflict of law provisions thereof. 
 3.4 Severability. If any provision of this Agreement is for any reason held to any extent to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be effected or impaired and such remaining provisions shall remain in full force and effect. In such event, the parties hereto shall use good faith efforts to agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision and execute any amendment, consent or agreement agreed by
the parties hereto to be necessary or desirable to effect such replacement. 
 3.5 Article and Section Headings. Article and Section
headings contained in this Agreement are for reference only and shall not be deemed to have any substantive effect or to limit or define the provisions contained herein. 
 3.6 Successors and Assigns. This Agreement shall be binding upon and shall be enforceable by and inure to the benefit of the parties hereto and their successors and permitted assigns. Neither of the parties may
assign or otherwise transfer its interest in this Agreement or its duties and obligations under this Agreement to any person without the prior written consent of the other party, which consent may be conditioned, withheld or delayed in such other
party’s sole and absolute discretion. 
 3.7 No Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is
intended to confer any rights or remedies upon any person, other than the parties hereto and their respective successors or assigns. 
 3.8
Fees and Expenses. All fees and expenses incurred in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses. 

3.9 Reliance. Each party to this Agreement acknowledges and agrees that it is not relying on tax advice or other advice from the other party to
this Agreement and that it has or will consult with its own advisors. 
 3.10 Effective Date. This Agreement shall be effective
(“Effective Date”) concurrently with the closing contemplated by the 2007 Acquired Properties Purchase Agreement. If the 2007 Acquired Properties Purchase Agreement is terminated by any party thereto without the closing as defined therein
having occurred or for any other reason the closing under the 2007 Acquired Properties Purchase Agreement does not occur, each of the Employment Agreement and the Noncompetition Agreement shall remain in full force and effect and this Agreement
shall be void ab initio. 
  

 4 








 [signature page follows] 
  

 5 








 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date and year first written above.

  

			
	U-Store-It Trust
		
	By:	 	/s/ Dean Jernigan
	Its:	 	President and Chief Executive Officer
	
	/s/ Robert J. Amsdell
	Robert J. Amsdell, individually


  

 6