Exhibit 10.84


 


February 10,
2009


 


Ms. Kathleen A. Weigand


1463 Reserve Drive


Akron, Ohio 44333


 


Re: SEVERANCE AND GENERAL RELEASE AGREEMENT


 


This
agreement made and entered into between U-Store-It Trust (the “Company”)
and Kathleen A. Weigand (the “Executive”);


 


WHEREAS,
the Executive has been employed by the Company pursuant to that Amended and
Restated Executive Employment Agreement dated April 20, 2007  (as
amended in December 2008, the “Employment Agreement”);


 


WHEREAS,
the Executive’s employment with the Company has been terminated, effective December 31,
2008, upon non-renewal of the employment term pursuant to Section 1 of the
Employment Agreement;


 


WHEREAS,
Section 5.5 of the Employment Agreement sets forth the payment and
post-termination benefits to which the Executive is entitled upon non-renewal
of the employment term of the Employment Agreement (hereinafter “Post
Termination Benefits”) and which are summarized in Exhibit A, Subparagraph
I;


 


WHEREAS,
the Company and Executive have agreed that Exhibit A attached
hereto and made a part hereof sets forth in full the 2008 year-end bonus,
fringe benefits and the post-termination benefits which the Company has
expressed its willingness to provide to the Executive and which the Executive
has expressed her willingness to accept, in connection with the termination of
the Executive’s employment (all of such payments and post-termination benefits
being referred to collectively as the “Termination and Other Benefits”),
upon the terms set forth herein (and in full satisfaction of any and all
obligations of the Company under, or entitlement of the Executive under, the
Employment Agreement);


 


WHEREAS,
the Executive has agreed to accept the Termination and Other Benefits upon the
terms set forth herein.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                                      The recitals set forth above are true and
accurate.


 


2.                                      As a material inducement to Executive to
enter into this Agreement, the Company will wire transfer to the Executive the
Post Termination Benefits that have not been paid on or prior to one (1) day
after the expiration of the seven-day period referred to in the final paragraph
of this Agreement (provided that Executive has not revoked this Agreement as
provided in such paragraph), subject to all applicable withholding.  The
Executive acknowledges that she is not entitled to receive the Post Termination
Benefits unless she executes and does not revoke this Severance and General
Release Agreement (the “Agreement”). Executive acknowledges that the
Company has paid a portion of the Termination and Other Benefits on or prior to
the date hereof, as identified on Exhibit A.


 


3.                                      This Agreement is not and shall not be
construed as an admission by the Executive of any fact or conclusion of
law.  Likewise, this Agreement is not and shall not be construed as an
admission by Company of any fact or conclusion of law.  Without limiting
the general nature of the previous sentences, this Agreement shall not be
construed as an admission that the Executive, or the Company, or any of the
Company’s officers, directors, managers, agents, or employees have violated any
law or regulation or have violated any contract, express or implied.


 

















 


4.                                      The Executive represents and warrants that
she has no personal knowledge of any practices engaged in by the Company that
is or was a violation of any applicable state law or regulations or of any
federal law or regulations.  To the extent that the Executive has
knowledge of any such practices, the Executive represents and warrants that the
Executive already has notified the Company in writing of such alleged
practices.


 


5.                                      The Executive represents and warrants that
she has not filed any other complaint(s) or charge(s) against the
Company with the EEOC or the state commission empowered to investigate claims
of employment discrimination or with any other local, state or federal agency
or court, and that if any such agency or court assumes jurisdiction of any
complaint(s) or charge(s) against the Company on behalf of the
Executive, the Executive will request such agency or court to withdraw from the
matter, and the Executive will refuse any benefits derived therefrom. 
This Agreement will not affect the Executive’s right to hereafter file a charge
with or otherwise participate in an investigation or proceeding conducted by
the EEOC regarding matters which arose after the date of this Agreement and
which are not the subject of this Agreement.


 


6.                                      The Executive hereby irrevocably and
unconditionally releases and forever discharges the Company, its subsidiaries, parent
companies, and related entities, and each of the Company and its affiliates’
successors, assigns, agents, directors, officers, employees, representatives,
and attorneys, and all persons acting by, through, under or in concert with any
of them (collectively “Released Parties”), or any of them, from any and
all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts and expenses (including attorney’s fees and costs
actually incurred), of any nature whatsoever, known or unknown (“Claims”),
which the Executive now has, or claims to have, or which the Executive at any
time heretofore had, or claimed to have, against each or any of the Released
Parties.  The definition of Claims also specifically encompasses all
claims of under Title VII of the Civil Rights Act of 1964, as amended, 42
U.S.C. § 1981(a), the Age Discrimination in Employment Act of 1967, as amended,
the Employment Retirement Income Security Act, the Family and Medical Leave
Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the
National Labor Relations Act, as well as all claims under state law provided
under other applicable state law or local ordinance concerning the
Executive’s employment.  This Agreement further specifically encompasses
all claims related to compensation, benefits, incentive packages, or any other
form of compensation the Executive may or may not have received during her
employment. This paragraph will not affect the Executive’s ability to file a
claim of discrimination with the Equal Employment Opportunity Commission (or
applicable state or local agency), or participate in any such investigation,
but will preclude the Executive from obtaining any personal relief in any such
proceeding.


 


7.                                      The Executive agrees that she forever waives
and relinquishes any and all claim, right, or interest in reinstatement or
future employment that she presently has or might in the future have
with the Company and its successors and assigns.  The Executive
agrees that she will not seek employment with the Company and its
successors and assigns in the future.


 


8.                                      If any provision of this Agreement is held to
be invalid or unenforceable, the remainder of the Agreement shall nevertheless
remain in full force and effect.  If any provision is held to be invalid
or unenforceable with respect to particular circumstances, it shall
nevertheless remain in full force and effect in all other circumstances. 
No waiver of any terms of conditions of this Agreement or any part of the
Agreement shall be deemed a waiver of any other terms and conditions of this
Agreement or with any later breach of this Agreement.


 


9.                                      The Executive agrees to indemnify and hold
each and all of the Released Parties harmless from and against any and all
loss, costs, damage, or expense, including, without limitation, attorneys fees,
incurred by the Released Parties, or any of them, arising out of the Executive’s
breach of this Agreement or the fact that any representation made by her herein
was false when made.


 


10.                                In the event of any breach of this Agreement or Section 6 of the
Employment Agreement by the Executive, the Company shall be entitled to
immediately cease payment of the Post Termination Benefits in addition to any
other remedy it may have.  Both parties understand and agree that should
either of them breach any material term of this Agreement, the non-breaching
party can institute an action to enforce the terms of this Agreement.  If
legal action is commenced to enforce any provision of this Agreement, the
substantially


 

















 


prevailing
party in such action shall be entitled to recover its attorneys’ fees and
expenses through any and all trial courts or appellate courts, in addition to
any other relief that may be granted.


 


11.                                The Executive represents that she has not heretofore assigned or
transferred, or purported to assign or transfer to any person or entity, any
Claim or any portion thereof or interest therein.


 


12.                                The Executive represents and acknowledges that in executing this
Agreement she does not rely and has not relied upon any other representation or
statement made by any of the Released Parties or by any of the Released Parties’
agents, representatives or attorneys, except as set forth herein, with regard
to the subject matter, basis or effect of this Agreement.


 


13.                                The Executive further agrees that she will not disparage the Company,
its business, its employees, officers or agents, or any of the Company’s
affiliates or related entities in any manner harmful to their business or
business reputation.  The Executive and the Company agree to keep the
matters contained herein confidential.  The Executive will not discuss
this agreement with any current or former employee(s) of the Company. 
This clause shall not prevent the Executive from communicating confidentially
with her attorney(s) or immediate family members, or to the extent
required by public disclosure laws or as required by laws, regulations, or a
final and binding court order or other compulsory process.  Likewise, the
Company agrees not to disparage the Executive or otherwise make any negative
statement about the Executive, in writing, orally, or otherwise, in connection
with the matters or claims released herein and expressly including, but not
limited to, matters related to the Executive’s employment with the
Company.  This clause shall not prevent the Company from communicating
confidentially with its attorney(s), officers, or directors of the corporation,
or to the extent required by public disclosure laws or as required by laws,
regulations, or a final and binding court order or other compulsory process.


 


14.                                This Agreement shall be binding upon the Company, the Executive and
their respective heirs, administrators, representatives, executors, successors,
and assigns, and shall inure to the benefit of the Released Parties and each of
them, and to their heirs, administrators, representatives, executor, successors
and assigns.


 


15.                                All terms not defined herein shall have the meanings set forth in the
Employment Agreement.


 


16.                                This Agreement shall in all respects be interpreted, enforced and
governed under the laws of the State of Ohio.


 


17.                                This Agreement sets forth the entire agreement between the parties
hereto.  Any modification, amendment or change to this Agreement must be
made in writing and signed by both parties.


 


The
Executive acknowledges that she has been advised to consult with an attorney
prior to executing this Agreement.  The Executive acknowledges
that the Executive has been given a period of up to twenty-one (21) days
within which to consider this Agreement.  The Executive further
acknowledges that this Agreement may be revoked by the Executive at any
time during the seven (7) day period beginning on the date that the
Executive has signed this Agreement by providing written notice of
revocation to Christopher P. Marr,  President, U-Store-It Trust, 460 E.
Swedesford Road, Suite 3000, Wayne, PA 19087.  This Agreement shall
not become effective if the Executive revokes the Agreement during this
7-day period and will not become effective otherwise until after expiration of
the 7-day period.  The Executive shall not be entitled to receive
any Termination and Other Benefits under this Agreement or otherwise
(other than those paid on or prior to the date hereof) until the expiration of
the revocation period.


 


 


	
   

  	
   

  	
  /s/ Kathleen A. Weigand

  
	
  Date

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U-Store-It Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Christopher P. Marr

  
	
  Date

  	
   

  	
  Title:

  	
  President and Chief
  Investment Officer

  
					



 


 

















 


Kathleen A. Weigand


Exhibit A


 


 




	
  Per Section 5.5 of the Amended and Restated
  Executive Employment Agreement

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.5 (1)(i) - 1 times Salary

  	
   

  	
  $

  	
  330,000

  	
   

  
	
  Section 5.5 (1)(ii) - Average of two previous Annual Bonuses

  	
   

  	
  96,252

  	
   

  
	
  Section 5.5 (1)(ii) - Average of two previous Long-Term Bonuses

  	
   

  	
  390,439

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Subtotal - Severance

  	
   

  	
  816,691

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Additional Benefits

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008 FFO Bonus - 200% of Target

  	
   

  	
  300,300

  	
   

  
	
  2008 Personal Bonus - 100% of Target

  	
   

  	
  64,350

  	
   

  
	
  Accrued Vacation

  	
   

  	
  25,385

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Subtotal

  	
   

  	
  390,035

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Additional Discretionary Amount

  	
   

  	
  93,037

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Payment

  	
   

  	
  $

  	
  1,299,763