**Exhibit 10.70**

 

U-Store-It

460 East Swedesford Road

Suite 3000

Wayne, Pennsylvania 19087

 

**By HandDelivery**

 

January 9,2009

 

JeffreyP. Foster

247Delaware Street

Woodbury,NJ 08906

 

DearJeffrey:

 

Weare pleased to confirm our offer of employment as Senior Vice President andChief Legal Officer for U-Store-It (referred to herein as “We” or the “Company”)and we wanted to take this opportunity to convey some important informationregarding your new position.  Definedterms not otherwise set forth in this Letter are defined on the Addendumattached hereto.

 

Yourfirst day of employment will be on a mutually acceptable date, but in no eventlater than February 16, 2009 and you will report to Christopher Marr,President and Chief Investment Officer. You will be compensated a base salary at the rate of $255,000 per year,payable on a semi-monthly basis.  You areeligible for a target annual incentive award covering performance for the yearended December 31, 2009 in the form of a cash payment of 55% of your base salarydependent upon the achievement of the corporate goals and objectives weightedat 70%, and individual management objectives weighted at 30%, which shall bothbe prorated for the portion of 2009 you are employed by the Company.  Under the current plan, you would be eligibleto earn up to 200% of the target award related to corporate goals andobjectives and up to 150% of the target award related to individual goals. Inaddition, you will be eligible for annual target long-term incentive awards inthe amount of $230,000; such award value to be allocated 50% in stock options,25% in restricted shares and 25% in performance-vested restricted shares,prorated for the portion of 2009 that you are employed by the Company.  For your reference, I have attached to thisletter, copies of the draft grant agreements for these awards.  Please note that the grants will be made notlater than thirty (30) days after your first day of employment with the Companyand the number of shares will be determined on that date.  In addition, the Company will grant you 2,500common shares of the Company (which shares shall immediately vest on granting)on the condition that prior to your first day of employment with the Companyyou purchase on the open market an equal number of common shares of theCompany.  The Company reserves the rightto request confirmation of your purchase of the common shares set forth in thepreceding sentence.

 

You will be eligible to receive an allowance for the use of anautomobile (including the payment of vehicle insurance) in accordance with theCompany’s policy in effect from time to time or in lieu of providing suchallowance, the Company will provide you with an automobile of suitable standardto your position and as approved by Christopher Marr.  You will be offered participation in theCompany benefit plans, when eligible, which includes health, vision, and dentalcoverage for you and your dependents, life and ad&d, short and long-termdisability, 401(k), Deferred Compensation, Section 125 flexible spendingand access to an Employee Assistance Plan. You will accrue vacation at a rate of twenty (20) days per year and sicktime and paid holidays according to Company policy.   In addition to the foregoing benefits, youwill be eligible to participate in any similar benefit programs that may beavailable to similarly situated senior executives of the Company generally, onthe same terms as may be applicable to such other executives, in each case tothe extent that you are eligible under the terms of such plans orprograms.  The Company shall alsomaintain customary liability insurance for trustees and officers and list youas a covered officer under such policy(ies).

 

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The Company shall pay or reimburse you for all ordinary and reasonableout-of-pocket business expenses incurred (and, in the case of reimbursement,paid) by you during your employment with the Company, pursuant to the Company’sstandard expense reimbursement policy as in effect from time to time, so longas you provide proper documentation establishing the amount, date and businesspurpose of the expenses.  Out-of-pocketbusiness expenses shall include, without limitation, the costs and expensesrequired to maintain your bar membership and continuing legal educationrequirements in the states where you are presently licensed and in any otherstates for which the Company requests your bar admission.

 

Becausethis position is classified as exempt, you will not be eligible for overtimepay and the nature and scope of your responsibilities will dictate the amountof time and number of hours/days per work week which the Company expects youwill find necessary to devote to the performance of your duties in order tomeet successfully the goals of the Company. Our offer of employment is contingent upon your completing and passing afull background check and drug test as well as the ability to verify that youlawfully are permitted to work in the United States.  Consequently, you will be required toprovide, within the first three (3) days of employment, the documentsnecessary to establish your identity and eligibility for employment.

 

Youremployment with the company is “at-will”, meaning that subject to theconditions set forth in this paragraph and on at least sixty (60) days priorwritten notice from the Company or thirty (30) days prior written notice fromyou, both you and the Company have the right to terminate the employmentrelationship at any time for no reason. If the Company terminates your employment relationship pursuant to thisparagraph, the Company shall pay you the Severance Amount within 30 days ofreceiving a form of waiver and release acceptable to the Companyand shallcontinue for a period not to exceed 12 months medical, prescription and dentalbenefits to you and your family at least equal to those which would have beenprovided to you in accordance with the welfare benefit plans, practices,policies and programs provided by the Company to the extent applicablegenerally to other peer employees of the Company and its affiliated companies,as if your employment had not been terminated, provided, however, that if youbecome reemployed with another employer and you are eligible to receivemedical, prescription and dental benefits under another employer provided plan,the medical, prescription and dental benefits described herein shall terminate(collectively, the “Insurance Benefits”).  Except for the reasons set forth in the nextparagraph, if youelect to terminate your employment with the Company, youunderstand that you are not entitled to receive the Severance Amount or theInsurance Benefits.

 

Ifduring the one-year period following the date of a Change of Control youterminate your employment for Good Reason or during (1) the six monthperiod prior to the date on which a Change of Control occurs, or (2) theone-year period following the date a Change of Control occurs, your employmentis terminated by the Company without Cause, not later than thirty (30) daysafter the effective date of such termination, you will receive a cash paymentequal to two times the sum of (a) your annual salary as in effect on thedate of the Change of Control, plus (b) the average of the sum of the twoprevious annual incentive awards received by you at the time of yourtermination, or if you have not received an annual incentive award or onlyreceive one annual incentive award at the time of such termination, an amountequal to two times the average of the sum of such annual incentive awards youwould have received under the second paragraph of this letter if you would haveremained employed through the period required to be entitled to receive theannual incentive award and satisfied all target performance objectives, plus (c) theaverage of the sum of the two previous annual long-term incentive awards, plus (d) theInsurance Benefits.  In addition andnotwithstanding anything contrary contained in any plan, all grants and awardsof equity (and any accrued dividends or distributions thereon) held by youshall become fully vested and exercisable on the effective date of yourtermination under this paragraph.

 

Ifeither payment made to you under the preceding two paragraphs within six monthsof the date of your termination of employment would cause you to incur anyadditional tax under Section 409A of the Internal Revenue Code of 1986, asamended, then payment of such amounts shall be delayed until the date that issix months following your termination date (“Earliest Payment Date”).  If this provision becomes applicable, it isanticipated that payments that would have been made prior to the EarliestPayment Date in the absence of this provision would be paid as a lump sum onthe Earliest Payment Date and the remaining severance benefits or otherpayments would be paid according to the schedule otherwise applicable to thepayments.

 

Inconnection with your duties as Chief Legal Officer, you will have access toCompany Confidential Information.  Youshall keep secret and retain in strictest confidence, and shall not use foryour personal 

 

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benefitor the benefit of others or directly or indirectly disclose any CompanyConfidential Information, except (a) as may be required or appropriate inconnection with the carrying out of your duties, (b) with the Company’sexpress written consent, or (c) as may otherwise be required by law or anylegal process.  All memoranda, notes,lists, records, property and any other tangible product and documents (and allcopies thereof) made, produced or compiled by you or made available to youconcerning the businesses and investments of the Company and its affiliatesshall be the Company’s property and shall be delivered to the Company at anytime on request. The Employee shall assign to the Company all rights to tradesecrets and other products relating to the Company’s business developed by himalone or in conjunction with others at any time while employed by the Company.The Employee acknowledges and agrees that any breach by him regardingConfidential Company Information would result in irreparable injury and damagefor which money damages would not provide an adequate remedy. Therefore, if theEmployee breaches any of the provisions of this paragraph, the Company and itsaffiliates shall have the right and remedy to have the terms of this paragraphspecifically enforced (without posting bond and without the need to provedamages) by any court having equity jurisdiction, including, withoutlimitation, the right to an entry against you of restraining orders andinjunctions (preliminary, mandatory, temporary and permanent) against violations,threatened or actual, and whether or not then continuing, of such covenants.This right and remedy shall be in addition to, and not in lieu of, any otherrights and remedies available to the Company and its affiliates under law or inequity (including, without limitation, the recovery of damages).

 

Ifany payments made to you or any benefit received by you from the Company isdeemed to constitute a Parachute Payment, alone or when added to any otheramount payable or paid to or other benefit receivable or received by you whichis deemed to constitute a Parachute Payment (whether or not under an existingplan, arrangement or other agreement), and would result in the imposition onyou of an excise tax under Section 4999 of the Internal Revenue Code of1986, as amended, then in addition to any other benefits to which you areentitled , you shall be paid by the Company an amount in cash equal to the sumof the excise taxes payable by you by reason of receiving Parachute Paymentsplus the amount necessary to put you in the same after-tax position (takinginto account any and all applicable federal, state and local excise, income orother taxes at the highest applicable rates on such Parachute Payments and onany payments under this paragraph), as if no excise taxes had been imposed withrespect to Parachute Payments.  Theamount of any payment under this paragraph shall be computed by a certifiedpublic accounting firm mutually and reasonably acceptable to you and theCompany, the computation expenses of which shall be paid by the Company.

 

Theterms of this letter and your employment shall be governed by the laws of theCommonwealth of Pennsylvania without regard to principles of conflicts oflaw.  The terms of this letter shall bereviewed by you and the Company on an annual basis.

 

Jeffrey,on behalf of the entire U-Store-It team, we look forward to working withyou!   We believe you will find yourassociation with U-Store-It to be attractive in terms of your responsibilities,personal job satisfaction and opportunities for professional development.  Please confirm your acceptance of this offerby signing this employment letter and returning it to me not later than                ,200   .

 

Sincerely,

 
| /s/  Christopher Marr                   |   |
|-----------------------------------------|--------|
| Christopher  Marr,                      |   |
| President  and Chief Investment Officer |   |

 

 

Ihave reviewed the foregoing, I understand the terms, and I accept the terms ofthis offer of employment.

 

 
|                   |   |   |
|------------------------|--------|--------|
| /s/  Jeffrey P. Foster |   |   |
| Jeffrey  P. Foster     |   | Date   |

 

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**ADDENDUM**

 

**Defined Terms**

 

**Cause** shall mean (A) theconviction for (or pleading nolo contendere to) any felony or a misdemeanorinvolving moral turpitude; (B) the commission of an act of fraud, theft ordishonesty related to the business of the Company or its affiliates or theperformance of your duties; (C) the willful and continuing failure orhabitual neglect to perform your duties; or (D) any material violationregarding Confidential Company Information (defined below).

 

**Change ofControl**shall mean (A) the dissolutionor liquidation of the Company, (B) the merger, consolidation, orreorganization of the Company with one or more other entities in which theCompany is not the surviving entity or immediately following which the personsor entities who were beneficial owners (as determined pursuant to Rule 13d-3under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) ofvoting securities of the Company immediately prior thereto cease tobeneficially own more than 50% of the voting securities of the surviving entityimmediately thereafter, (C) a sale of all or substantially all of theassets of the Company to another person or entity other than an affiliate ofthe Company, (D) any transaction (including without limitation a merger orreorganization in which the Company is the surviving entity) that results inany person or entity or “group” (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act) (other than persons who are shareholders oraffiliates immediately prior to the transaction) owning thirty percent 30%) ormore of the combined voting power of all classes of shares of the Company, or (E) individualswho, as of the date hereof, constitute the Board (the “**Incumbent Board**”) cease for any reason toconstitute at least a majority of the Board; provided, however, that any individualbecoming a trustee subsequent to the date hereof whose election, or nominationfor election by the Company’s shareholders, was approved by a vote of at leasta majority of the trustees then comprising the Incumbent Board (either by aspecific vote or by approval of the proxy statement of the Company in whichsuch person is named as a nominee for trustee, without written objection tosuch nomination) shall be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of trustees or otheractual or threatened solicitation of proxies or contests by or on behalf of aperson other than the Board;

 

**ConfidentialCompany Information**shall mean all confidential information, knowledgeor data relating to the Company or any of its affiliates, or to the Company’sor any such affiliate’s respective businesses and investments (includingconfidential information of others that has come into the possession of theCompany or any such affiliate), learned by the Employee heretofore or hereafterdirectly or indirectly from the Company or any of its affiliates and which isnot generally available lawfully and without breach of confidential or otherfiduciary obligation to the general public without restriction

 

**GoodReason** shall mean (A) the material reduction of your authority, dutiesand responsibilities, or the assignment to you of duties or responsibilitiesmaterially and adversely inconsistent with your position or positions with theCompany and its subsidiaries and affiliates; (B) a material reduction inbase salary; (C) a Change of Control; (D) the relocation of the Company’sheadquarters more than fifty (50) miles from the Company’s offices in Wayne,Pennsylvania, unless the relocation results in the work location being closerto your primary residence; or (E) the Company’s material and willfulbreach of this Letter or any other agreement between you and the Company.  An event or condition shall cease toconstitute Good Reason one (1) year after the event or condition firstoccurs.

 

**ParachutePayment** or **Parachute Payments** shall mean anypayment deemed to constitute a “parachute payment” as defined in Section 280Gof the Internal Revenue Code of 1986, as amended.

 

**SeverancePayment** shall mean for the period on or prior to December 31, 2009, thesum of $350,000, and thereafter, increased annually at the greater of (a) thepercentage increase in base salary granted to you by the Company, or (b) theincrease in the consumer price index from the preceding calendar year.

 

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