Exhibit
10.37


TIMOTHY
M. MARTIN

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is dated as of
December 11, 2006, by and between U-STORE-IT TRUST, a Maryland real estate
investment trust (the “Company”),
and Timothy M. Martin (the “Executive”).


WHEREAS, the Company has determined that it is in the
best interests of the Company and its shareholders to enter into an employment
agreement with the Executive and the Executive is willing to serve as an
employee of the Company, subject to the terms and conditions of this Agreement.


Accordingly, the parties
hereto agree as follows:


1.             Term.  The
Company hereby employs the Executive, and the Executive hereby accepts such
employment for an initial term commencing as of the date hereof and ending on December
31, 2007, unless sooner terminated in accordance with the provisions of Section
4 or Section 5 (the period during which the Executive is employed hereunder
being hereinafter referred to as the “Term”).  The Term shall be subject to automatic one-year
renewals unless either party hereto notifies the other, in accordance with
Section 7.4, of non-renewal at least ninety (90) days prior to the end of any
such Term.  Notwithstanding the
employment of the Executive by the Company, the Company shall be entitled to
pay the Executive from the payroll of any subsidiary of the Company.


2.             Duties. 
The Executive, in his capacity as Senior Vice President and Chief
Accounting Officer, shall faithfully perform for the Company the duties of said
office and shall perform such other duties of an executive, managerial or
administrative nature as shall be specified and designated from time to time by
the Board of Trustees of the Company (the “Board”)
(including the performance of services for, and serving on the Board of
Directors or a comparable governing body of, any subsidiary or affiliate of the
Company without any additional compensation). 
The Executive shall devote substantially all of the Executive’s business
time and effort to the performance of the Executive’s duties hereunder,
provided that in no event shall this sentence prohibit the Executive from
performing personal and charitable activities and any other activities approved
by the Board, so long as such activities do not materially and adversely
interfere with the Executive’s duties for the Company.  The Board may delegate its authority to take
any action under this Agreement to the Compensation Committee of the Board (the
“Compensation Committee”).


3.             Compensation.


3.1           Salary.  The Company shall pay the Executive during
the Term a base salary at the rate of $225,000 per annum (the “Annual Salary”), in accordance with the
customary payroll practices of the Company applicable to senior executives
generally.  The Annual Salary may be
increased annually by an amount as may be approved by the Board or the
Compensation Committee, and, upon such increase, the increased amount shall
thereafter be deemed to be the Annual Salary for purposes of this Agreement.



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3.2           Bonus.  The Executive will be eligible to participate
in the Company’s annual bonus plan (the “Bonus
Plan”), the terms of which will be established by the Compensation
Committee; provided however, that the Executive’s annual bonus for 2006 shall
be not less than $100,000 if the Executive is employed by the Company on
December 31, 2006.  The Executive may be
awarded such restricted shares, share options and other equity-based awards
under the Company’s equity compensation plan (“Equity Awards”) as the Compensation Committee determines to be
appropriate.


3.3           Benefits — In General.  The Executive shall be permitted during the
Term to participate in any group life, hospitalization or disability insurance
plans, health programs, pension and profit sharing plans and similar benefits
that may be available to similarly situated senior executives of the Company
generally, on the same terms as may be applicable to such other executives, in
each case to the extent that the Executive is eligible under the terms of such
plans or programs.  During the Term, the
Company shall maintain customary liability insurance for trustees and officers
and list the Executive as a covered officer.


3.4           Vacation.  During the Term, the Executive shall be
entitled to vacation of four (4) weeks per year.


3.5           Automobile.  During the Term, the Company will provide the
Executive an allowance of $6,000 per year for the use of an automobile
(including the payment of vehicle insurance). 
At the option of the Executive, in lieu of providing such allowance, the
Company will provide the Executive with an automobile of suitable standard to
the Executive’s position.


3.6           Expenses.  The Company shall pay or reimburse the
Executive for all ordinary and reasonable out-of-pocket business expenses
actually incurred (and, in the case of reimbursement, paid) by the Executive
during the Term in the performance of the Executive’s services under this
Agreement, pursuant to the Company’s standard expense reimbursement policy as
in effect from time to time, so long as the Executive provides proper
documentation establishing the amount, date and business purpose of the
expenses.


4.             Termination upon Death or Disability.  If the Executive dies during the Term, the
obligations of the Company to or with respect to the Executive shall terminate
in their entirety except as otherwise provided under this Section 4.  If the Executive becomes eligible for
disability benefits under the Company’s long-term disability plans and
arrangements (or, if none apply, would have been so eligible under the most
recent plan or arrangement), the Company shall have the right, to the extent
permitted by law, to terminate the employment of the Executive upon notice in
writing to the Executive and such termination in and of itself shall not be,
nor shall it be deemed to be, a breach of this Agreement; provided, that, the
Company will have no right to terminate the Executive’s employment if, in the
opinion of a qualified physician reasonably acceptable to the Company, it is
reasonably certain that the Executive will be able to resume the Executive’s
duties on a regular full-time basis within 90 days of the date the Executive
receives notice of such termination.


Upon death or other
termination of employment by virtue of disability (i) the Executive (or the
Executive’s estate or beneficiaries in the case of the death of the Executive)
shall have no right to receive any compensation or benefit hereunder on and
after the Effective Date of the 



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Termination other
than Annual Salary earned and accrued under this Agreement prior to the Effective Date of the Termination, any
bonus for the prior year not yet paid, and other benefits, including payment
for accrued but unused vacation, earned and accrued under this Agreement prior
to the Effective Date of the
Termination (and reimbursement under this Agreement for expenses
incurred but not paid prior to the Effective
Date of the Termination) and an amount equal to the product of (x) the
Executive’s target annual bonus for the fiscal year of the Executive’s death or
disability and (y) a fraction, the numerator of which is the number of days in
the current fiscal year through the Effective
Date of the Termination, and the denominator of which is 365 (“Accrued
Obligations”); (ii) all Equity Awards held by the Executive shall become fully
vested and exercisable; and (iii) this Agreement shall otherwise terminate upon
the Effective Date of the Termination
and there shall be no further rights with respect to the Executive hereunder
(except as provided in Section 7.13). 
For purposes of this Section 4, the “Effective
Date of the Termination” shall mean the date of death or the date on
which a notice of termination by virtue of disability is given or any later
date (within thirty (30) days after the giving of such notice) set forth in
such notice of termination.


For the avoidance of
doubt, the Executive acknowledges and agrees that the payments set forth in
this Section 4 constitute liquidated damages
for termination of his employment during the Term upon death or by virtue of
disability.


5.             Other Terminations of Employment.


5.1           Termination for Cause; Termination
of Employment by the Executive Without Good Reason.


(a)           For purposes of this Agreement, “Cause” shall mean:


(i)            the Executive’s conviction for (or
pleading nolo contendere to) any felony or a misdemeanor involving moral turpitude;


(ii)           the Executive’s commission of an act
of fraud, theft or dishonesty related to the business of the Company or its
affiliates or the performance of the Executive’s duties hereunder;


(iii)          the willful and continuing failure or
habitual neglect by the Executive to perform the Executive’s duties hereunder;


(iv)          any material violation by the
Executive of the covenants contained in Section 6 or that certain
Non-Competition Agreement dated as of the date hereof between the Executive and
the Company (the “Non-Competition Agreement”);
or


(v)           the Executive’s willful and
continuing material breach of this Agreement.


For purposes of this
Section 5.1, no act, or failure to act, by Executive shall be considered “willful”
unless committed in bad faith and without a reasonable belief that the act or
omission was in the best interests of the Company or its subsidiaries.  Notwithstanding the foregoing, if 



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there exists (without
regard to this sentence) an event or condition that constitutes Cause under
clause (iii), (iv) or (v) above, the Executive shall have 30 days from the date
written notice is given by the Company of such event or condition to cure such
event or condition and, if the Executive does so, such event or condition shall
not constitute Cause hereunder.


(b)           For purposes of this Agreement, “Good Reason” shall mean, unless otherwise
consented to by the Executive:


(i)            the material reduction of the
Executive’s authority, duties and responsibilities, or the assignment to the
Executive of duties materially and adversely inconsistent with the Executive’s
position or positions with the Company and its subsidiaries;


(ii)           a reduction in Annual Salary of the
Executive;


(iii)          the failure by the Company to obtain
an agreement from any successor to the business of the Company to assume and
agree to perform this Agreement;


(iv)          a change in control (for purposes of
this Section, “Change in Control”
shall mean:


(A) the dissolution or liquidation of the Company, (B) the merger,
consolidation, or reorganization of the Company with one or more other entities
in which the Company is not the surviving entity or immediately following which
the persons or entities who were beneficial owners (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) of
voting securities of the Company immediately prior thereto cease to
beneficially own more than 50% of the voting securities of the surviving entity
immediately thereafter, (C) a sale of all or substantially all of the assets of
the Company to another person or entity other than an affiliate of the Company,
(D) any transaction (including without limitation a merger or reorganization in
which the Company is the surviving entity) that results in any person or entity
or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) (other than persons who are shareholders or affiliates immediately prior
to the transaction) owning thirty percent (30%) or more of the combined voting
power of all classes of shares of the Company, or (E) individuals who,
as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a
trustee subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the trustees then comprising the Incumbent Board (either by a
specific vote or by approval of the proxy 



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statement of the Company in which such person is named as a nominee for
trustee, without written objection to such nomination) shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the
election or removal of trustees or other actual or threatened solicitation of
proxies or contests by or on behalf of a person other than the Board;


(v)           a requirement by the Company that the
Executive’s work location be moved more than fifty (50) miles from the Company’s
place of business in Philadelphia, PA unless the relocation results in the work
location being closer to Executive’s residence; or


(vi)          the Company’s material and willful
breach of this Agreement.


Notwithstanding the
foregoing, if there exists (without regard to this sentence) an event or
condition that constitutes Good Reason under clause (i), (ii), (v) or (vi)
above, the Company shall have 30 days from the date on which the Executive
gives the written notice thereof to cure such event or condition and, if the
Company does so, such event or condition shall not constitute Good Reason
hereunder.  Further, an event or
condition shall cease to constitute Good Reason one (1) year after the event or
condition first occurs.


(c)           The Company may terminate the
Executive’s employment hereunder for Cause and such termination in and of
itself shall not be, nor shall it be deemed to be, a breach of this Agreement.  If the Company terminates the Executive for
Cause, (i) the Executive shall have no right to receive any compensation or
benefit hereunder on and after the Effective Date of the Termination other than
Annual Salary and other benefits, including payment for accrued but unused
vacation (but excluding any bonuses except as provided in the Bonus Plan)
earned and accrued under this Agreement prior to the Effective Date of the
Termination (and reimbursement under this Agreement for expenses incurred but not
paid prior to the Effective Date of the Termination) (“Accrued Obligations”);
and (ii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and
the Executive shall have no further rights hereunder (except as provided in Section
7.13).  For purposes of this Section
5.1(c), the “Effective Date of the
Termination” shall mean the date on which a notice of termination is
given or any later date (within thirty (30) days after the giving of such
notice) set forth in such notice of termination.


(d)           The Executive may terminate his
employment without Good Reason.  If the
Executive terminates the Executive’s employment with the Company without Good
Reason: (i) the Executive shall have no right to receive any compensation or
benefit hereunder on and after the Effective Date of the Termination other than
Annual Salary and other benefits, including payment for accrued but unused
vacation (but excluding any bonuses except as provided in the Bonus Plan)
earned and accrued under this Agreement prior to the Effective Date of the
Termination (and reimbursement under this Agreement for expenses incurred but
not 



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paid prior to the
Effective Date of the Termination) (“Accrued Obligations”); and (ii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no
further rights hereunder (except as provided in Section 7.13).  For purposes of this Section 5.1(d), the “Effective Date of the Termination” shall
mean the date on which a notice of termination is given or any later date
(within thirty (30) days after the giving of such notice) set forth in such
notice of termination.


(e)           In the event the Company elects not
to renew this Agreement as contemplated in Section 1 above, the Executive shall
receive a cash payment equal to one (1) times the sum of: (i) the Executive’s
Annual Salary in effect on the day of expiration of the Term and (ii) the
average bonus actually paid to the Executive with respect to the prior two (2)
calendar years, payable no later than 30 days after the day of expiration of
the Term.


5.2           Termination Without Cause;
Termination for Good Reason.  The
Company may terminate the Executive’s employment at any time without Cause, for
any reason or no reason and the Executive may terminate the Executive’s
employment with the Company for Good Reason. 
If the Company or the Executive terminates the Executive’s employment
and such termination is not described in Section 4 or Section 5.1, (i) the
Executive shall have no right to receive any compensation or benefit hereunder
on and after the Effective Date of the Termination other than Annual Salary
earned and accrued under this Agreement prior to the Effective Date of the
Termination, any bonus for the prior year which has been awarded but not yet
paid, and other benefits, including payment for accrued but unused vacation,
earned and accrued under this Agreement prior to the Effective Date of the
Termination (and reimbursement under this Agreement for expenses incurred but
not paid prior to the Effective Date of the Termination) and an amount equal to
the product of (x) the Executive’s target annual bonus for the fiscal year of
the Executive’s termination of employment and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Effective
Date of the Termination, and the denominator of which is 365 (“Accrued
Obligations”); (ii) the Executive shall receive a cash payment equal to the
Severance Payment payable no later than 30 days after the Effective Date of the
Termination; (iii) for eighteen (18) months after the Effective Date of the
Termination, the Company shall continue medical, prescription and dental
benefits to the Executive and/or the Executive’s family at least equal to those
which would have been provided to them in accordance with the welfare benefit
plans, practices, policies and programs provided by the Company to the extent
applicable generally to other peer employees of the Company and its affiliated
companies, as if the Executive’s employment had not been terminated; provided,
however, that if the Executive becomes reemployed with another employer
and is eligible to receive medical, prescription and dental benefits under
another employer provided plan, the medical, prescription and dental benefits
described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility; (iv) all Equity Awards held by
the Executive shall become fully vested and exercisable (notwithstanding
anything to the contrary contained in Section 14 of the Company’s 2004 Equity
Incentive Plan or any other provision thereof); and (v) this Agreement shall
otherwise terminate upon the Effective Date of the Termination and the
Executive shall have no further rights hereunder (except as provided in Section
7.13).  The “Severance Payment” means two (2) times the sum of: (i) the
Executive’s Annual Salary in effect on the day of termination and (ii) the
Executive’s Average Annual Bonus.  The
Executive’s “Average Annual Bonus”
means the average bonus actually paid to the Executive with respect to the
prior two (2) calendar years.  For
purposes of this Section 5.2, 



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the “Effective Date of the Termination” shall
mean the date on which a notice of termination is given or any later date (within
thirty (30) days after the giving of such notice) set forth in such notice of
termination, or in the case of termination of employment by the Executive for
Good Reason, the date of termination specified in such Executive’s notice of
termination.


5.3           Nature of Payments.  For the avoidance of doubt, the Executive
acknowledges and agrees that the payments set forth in this Section 5
constitute liquidated damages for termination of his employment during the
Term.


6.             Confidential and Proprietary
Information.


6.1           Confidential Information.  The Executive shall keep secret and retain in
strictest confidence, and shall not use for his personal benefit or the benefit
of others or directly or indirectly disclose, except as may be required or
appropriate in connection with his carrying out his duties under this
Agreement, all confidential information, knowledge or data relating to the
Company or any of its affiliates, or to the Company’s or any such affiliate’s
respective businesses and investments (including confidential information of
others that has come into the possession of the Company or any such affiliate),
learned by the Executive heretofore or hereafter directly or indirectly from
the Company or any of its affiliates and which is not generally available lawfully
and without breach of confidential or other fiduciary obligation to the general
public without restriction (the “Confidential
Company Information”), except with the Company’s express written
consent or as may otherwise be required by law or any legal process.


6.2           Return of Documents; Rights to
Products.  All memoranda, notes,
lists, records, property and any other tangible product and documents (and all
copies thereof) made, produced or compiled by the Executive or made available
to the Executive concerning the businesses and investments of the Company and
its affiliates shall be the Company’s property and shall be delivered to the
Company at any time on request.  The
Executive shall assign to the Company all rights to trade secrets and other
products relating to the Company’s business developed by him alone or in
conjunction with others at any time while employed by the Company.


6.3           Rights and Remedies upon Breach.  The Executive acknowledges and agrees that
any breach by him of any of the provisions of this Section 6 (the “Restrictive  Covenants”) would result in irreparable
injury and damage for which money damages would not provide an adequate
remedy.  Therefore, if the Executive
breaches any of the Restrictive Covenants, the Company and its affiliates shall
have the right and remedy to have the Restrictive Covenants specifically
enforced (without posting bond and without the need to prove damages) by any
court having equity jurisdiction, including, without limitation, the right to
an entry against the Executive of restraining orders and injunctions
(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 other rights and remedies available
to the Company and its affiliates under law or in equity (including, without
limitation, the recovery of damages).



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7.             Other Provisions.


7.1           Severability.  The Executive acknowledges and agrees that
the Executive has had an opportunity to seek advice of counsel in connection
with this Agreement.  If it is determined
that any of the provisions of this Agreement, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not
thereby be affected and shall be given full affect, without regard to the
invalid portions.


7.2           Enforceability; Jurisdictions.  The Company and the Executive intend to and
hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts
of the State of Ohio.  If any court holds
the Restrictive Covenants wholly unenforceable by reason of breadth of scope or
otherwise it is the intention of the Company and the Executive that such
determination not bar or in any way affect the Company’s right, or the right of
any of its affiliates, to the relief provided above in the courts of any other
jurisdiction within the geographical scope of such Restrictive Covenants, as to
breaches of such Restrictive Covenants in such other respective jurisdictions,
such Restrictive Covenants as they relate to each jurisdiction’s being, for
this purpose, severable, diverse and independent covenants, subject, where
appropriate, to the doctrine of res judicata.


7.3           Attorneys’ Fees.  In the event of any legal proceeding relating
to this Agreement or any term or provision thereof, the losing party shall be
responsible to pay or reimburse the prevailing party for all reasonable
attorneys’ fees incurred by the prevailing party in connection with such
proceeding; provided, however, the Executive shall not be required to pay or
reimburse the Company unless the claim or defense asserted by the Executive was
unreasonable.


7.4           Notices.  All notices, requests, demands, claims, and
other communications hereunder shall be in writing.  Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly delivered (i) two business
days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) when received if it is sent by facsimile
communication during normal business hours on a business day or one business
day after it is sent by facsimile and received if sent other than during
business hours on a business day, (iii) one business day after it is sent
via a reputable overnight courier service, charges prepaid, or (iv) when
received if it is delivered by hand, in each case to the intended recipient as
set forth below:


(i)            If to the Company, to:


U-Store-It Trust


6745 Engle Road


Suite 300


Middleburg Heights, OH
44130


Attention:  Dean Jernigan


Facsimile: 
(440) 234-8776



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with
a copy to:


U-Store-It Trust


6745 Engle Road


Suite 300


Middleburg Heights,
OH  44130


Attention:  Kathleen A. Weigand


Facsimile: 
(440) 260-2397


(ii)                                  If
to the Executive, to the address set forth in the records of the Company.


Any such person may by
notice given in accordance with this Section to the other parties hereto
designate another address or person for receipt by such person of notices
hereunder.


7.5           Entire
Agreement.  This Agreement, together
with the exhibits hereto and the Noncompetition Agreement, contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with the Company or its
subsidiaries (or any predecessor of either).


7.6           Waivers and Amendments.  This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by a
written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance.  No delay on
the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
party of any such right, power or privilege nor any single or partial exercise
of any such right, power or privilege, preclude any other or further exercise
thereof or the exercise of any other such right, power or privilege.


7.7           GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.


7.8           Assignment.  This Agreement, and the Executive’s rights
and obligations hereunder, may not be assigned by the Executive; any purported
assignment by the Executive in violation hereof shall be null and void.  In the event of any Change in Control, the
Company may assign this Agreement and its rights hereunder.


7.9           Withholding.  The Company shall be entitled to withhold
from any payments or deemed payments any amount of withholding required by law.  No other taxes, fees, impositions, duties or
other charges or offsets of any kind shall be deducted or withheld from amounts
payable hereunder, unless otherwise required by law.


7.10         No Duty to Mitigate.  The Executive shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking other 



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employment or
otherwise, nor will any payments hereunder be subject to offset in the event
the Executive does mitigate.


7.11         Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, permitted
assigns, heirs, executors and legal representatives.


7.12         Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original but all such counterparts together shall constitute one
and the same instrument.  Each
counterpart may consist of two copies hereof each signed by one of the parties
hereto.


7.13         Survival.  Anything contained in this Agreement to the
contrary notwithstanding, the provisions of Sections 6 and 7 (to the extent
necessary to effectuate the survival of Sections 6 and 7) shall survive
termination of this Agreement and any termination of the Executive’s employment
hereunder.


7.14         Release.  Notwithstanding any provision of this
Agreement to the contrary, the Company shall not be obligated to make any
payments or provide any benefits described in Sections 4, 5.1, and 5.2, as
applicable, other than applicable Accrued Obligations, unless and until such
time as the Executive (or the Executive’s estate or legal representative, if
applicable) has executed a customary waiver and release of claims in a form
reasonably acceptable to the Company (provided that in no event shall such
waiver and release require the Executive to waive or release any rights with
respect to Accrued Obligations or any of the Executive’s other entitlements
under this Agreement) and such release has become effective and irrevocable in
accordance with its terms.


7.15         Existing Agreements.  Executive represents to the Company that the
Executive is not subject or a party to any employment or consulting agreement,
non-competition covenant or other agreement, covenant or understanding which
might prohibit the Executive from executing this Agreement or limit the
Executive’s ability to fulfill the Executive’s responsibilities hereunder.


7.16         Headings.  The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.


7.17         Parachute Provisions.  If any amount payable to or other benefit
receivable by the Executive pursuant to this Agreement is deemed to constitute
a Parachute Payment (as defined below), alone or when added to any other amount
payable or paid to or other benefit receivable or received by the Executive
which is deemed to constitute a Parachute Payment (whether or not under an
existing plan, arrangement or other agreement), and would result in the
imposition on the Executive of an excise tax under Section 4999 of the Internal
Revenue Code of 1986, as amended, then, in addition to any other benefits to
which the Executive is entitled under this Agreement, the Executive shall be
paid by the Company an amount in cash equal to the sum of the excise taxes
payable by the Executive by reason of receiving Parachute Payments plus the
amount necessary to put the Executive in the same after-tax position (taking
into account any and all applicable federal, state and local excise, income or
other taxes at the highest applicable rates 



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on such Parachute
Payments and on any payments under this Section 7.17) as if no excise taxes had
been imposed with respect to Parachute Payments.  The amount of any payment under this Section
7.17 shall be computed by a certified public accounting firm mutually and
reasonably acceptable to the Executive and the Company, the computation
expenses of which shall be paid by the Company. 
“Parachute Payment” shall
mean any payment deemed to constitute a “parachute payment” as defined in Section
280G of the Internal Revenue Code of 1986, as amended.


7.18         Certain Definitions.  For purposes of this Agreement:


(a)           an “affiliate” of any person means
another person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such first person,
and includes subsidiaries.


(b)           A “business day” means the period
from 9:00 am to 5:00 pm on any weekday that is not a banking holiday in New
York City, New York.


(c)           A “subsidiary” means any corporation,
partnership, joint venture or other entity in which at least a majority
interest in such entity is owned directly or indirectly by the Company.


*          *          *



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IN WITNESS WHEREOF, the
parties hereto have signed their names as of the day and year first above
written.


	
  

  	
   

  	
  U-STORE-IT TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Dean Jernigan

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean Jernigan

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Timothy M. Martin

  
	
   

  	
   

  	
  Timothy M. Martin

  
					



 



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