Form of Restricted Share Agreement



 EXHIBIT 10.2 
 Grant No.:                      
 U-STORE-IT TRUST 
 2007 EQUITY INCENTIVE PLAN 
 RESTRICTED SHARE AGREEMENT 
 U-Store-It Trust, a
Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the Grantee named below, subject to the vesting conditions set forth in the
attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Equity Incentive Plan (the “Plan”). 
 Grant Date: 
 Name of Grantee: 
 Number of Shares Covered by Grant: 
 By signing this cover sheet, you
agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event
any provision of this Agreement should appear to be inconsistent with the terms of the Plan.  
  

			
	Grantee:	 	  

		
	 Company:
	 	  


 This is not a share certificate or a negotiable instrument. 







 U-STORE-IT TRUST 
 2007 EQUITY INCENTIVE PLAN 
 RESTRICTED SHARE AGREEMENT 
  

			
	Restricted Shares/ Nontransferability	 	This grant is an award of Shares in the number of Shares set forth on the cover sheet subject to the vesting conditions described below (“Restricted Shares”). To the extent
not yet vested, your Restricted Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Shares be made subject to execution, attachment or similar process.
		
	Issuance and Vesting	 	 The Company will issue your Restricted Shares in your name as of the Grant Date.
  
 Your right to the Shares under this Restricted Share Agreement vests as to one-third (1/3) of
the total number of Shares covered by this grant, as shown on the cover sheet, on each of the first three anniversaries of the Vesting Start Date (each an “Anniversary Date”) provided you then continue in service.
  
 Your right to the Shares under this Restricted Share Agreement will become fully vested on your
termination of service due to death or Disability, or in the event of a Change in Control. No additional Shares will vest after your service has terminated for any reason, other than pursuant to the terms of any Employment Agreement between you and
the Company.
  

		
	Forfeiture of Unvested Shares	 	Except as provided pursuant to the terms of any Employment Agreement between you and the Company, in the event that your service terminates for any reason other than death or
Disability, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested.
		
	 Withholding Taxes
	 	You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under
this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require
such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to
the withholding or other taxes due.
		
	 Retention Rights
	 	This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity.

  

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	Shareholder Rights	 	You have the right to vote the Restricted Shares and to receive any dividends declared or paid on such Shares. Any distributions you receive as a result of any split, stock dividend,
combination of Shares or other similar transaction shall be deemed to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends
or other rights if the applicable record date occurs before your share certificate is issued.
		
	 Adjustments
	 	In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number)
pursuant to the Plan. Your Restricted Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
		
	 Legends
	 	 All certificates representing the Shares issued in connection with this grant shall, where applicable, have endorsed thereon the following
legends:
  
 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

		
	 Applicable Law
	 	This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to the substantive law of another jurisdiction.

  

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	Data Privacy	 	 In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the
information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that
might be deemed appropriate by the Company to facilitate the administration of the Plan.
  
 By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed,
including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

		
	Consent to Electronic Delivery	 	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan
prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the
Secretary of the Company to request paper copies of these documents.

 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above
and in the Plan. 
  

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