EX-10.1



 Exhibit 10.1 

LIFE STORAGE, INC. 
 6467 Main
Street 
 Buffalo, New York 14221 

December 22, 2016 
  

 
  

RE: Long Term Incentive Restricted Stock Award Notice 
 Dear
[Name]: 
 The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Life Storage, Inc.
(the “Company”) has selected you to receive shares of restricted stock under the Company’s 2015 Award and Option Plan (the “Plan”). 

Your shares of restricted stock are described in the balance of this letter agreement between us. This letter constitutes your Award Notice
with respect to the shares of restricted stock described herein. 
 The Plan text governs the operation of the Plan as well as the terms and
conditions of your shares of restricted stock granted under the Plan, and is incorporated herein by reference. A copy of the Plan text is enclosed. Any term not defined in this letter agreement shall have the same meaning as it is defined in the
Plan. 
 AWARD OF RESTRICTED STOCK 
 You
are hereby awarded, effective December 22, 2016, [            ] shares of common stock, $.01 par value, of the Company subject to the restrictions set forth herein
(“Restricted Stock”). 
 VESTING OF RESTRICTED STOCK 

Except as otherwise provided herein or in the Plan, your shares of Restricted Stock shall vest in accordance with the following schedule: 

 

	 	*	             shares of Restricted Stock (approx. 33% of the total shares under this award) shall vest on December 22, 2017 


 

	 	*	             shares of Restricted Stock (approx. 33% of the total shares under this award) shall vest on December 22, 2018 









	 	*	             shares of Restricted Stock (approx. 34% of the total shares under this award) shall vest on December 22, 2019. 


RESTRICTIONS 
 Your shares of Restricted
Stock may not be sold, transferred, assigned, pledged or otherwise disposed of unless and until they shall have vested in accordance with the schedule set forth above. 

The stock certificate(s) for your shares of Restricted Stock will be issued in your name but held by the Company for your account, together
with stock powers you will execute in favor of the Company, until the shares shall have vested. You shall execute stock power(s) in favor of the Company as a condition to receiving this award of Restricted Stock. Except as otherwise provided herein,
if and when your shares of Restricted Stock vest, the Company will deliver to you the certificates for such shares. 
 TERMINATION OF EMPLOYMENT 

Except as otherwise provided in the Plan, on termination of your employment with the Company or a Subsidiary for any reason other than death,
Disability (as defined below), or for a reason approved by the Committee, in its sole discretion, your then unvested shares of Restricted Stock shall be deemed forfeited and canceled. 

On termination of your employment with the Company or a Subsidiary by reason of your death, Disability (as defined below), or for a reason
approved by the Committee, in its sole discretion, your then unvested shares of Restricted Stock shall be deemed vested and all restrictions thereon shall lapse. 

For purposes of your Restricted Stock and this letter agreement, the term “Disability” means total disability entitling you to
benefits under the Company’s long-term disability plan, as in effect from time to time. 
 RIGHTS AS A STOCKHOLDER 

You shall be entitled to vote your shares of Restricted Stock and to receive cash dividends as and when paid, to the same extent as any other
holder of Common Stock of the Company which are not subject to restrictions. 
 ADDITIONAL SHARES SUBJECT TO RESTRICTIONS 

In the event that, as a result of a stock dividend, stock split, recapitalization, combination of shares, or other adjustment in the capital
stock of the Company or otherwise, or as a result of a merger, consolidation, or other reorganization, the Common Stock of the Company shall be increased, reduced, or otherwise changed, and by virtue of any such change you shall in your capacity as
owner of shares of Restricted Stock be entitled to new or additional or different shares of stock or securities (other than rights or warrants to purchase securities) (“Adjustment 







 
Shares”), the certificates representing the Adjustment Shares, together with a stock power executed by you in favor of the Company shall also be delivered to and held by the Company. Any
Adjustment Shares shall be Restricted Stock for all purposes of this Award Notice, subject to the same restrictions and vesting schedule as were applicable to the shares of Restricted Stock to which they relate. 

If you shall receive rights or warrants in respect of any shares of Restricted Stock or any Adjustment Shares, such rights or warrants may be
held, exercised, sold or otherwise disposed of by you, and any shares or other securities acquired by you as a result of the exercise of such rights or warrants likewise may be held, sold, or otherwise disposed of by you free and clear of any
restrictions. 
 ADMINISTRATION OF THE PLAN; AUTHORITY OF THE COMMITTEE 

The Plan shall be administered by the Committee. The Committee has the authority, in its sole discretion, to interpret the Plan and all awards
of restricted stock thereunder, to establish, amend and rescind rules and regulations relating to the Plan, and to make any determination it believes necessary or advisable for the administration of the Plan. The scope of the Committee’s
authority is more fully described in the Plan. All decisions of the Committee in the administration of the Plan are conclusive and binding on you. 

FORFEITURE 
 If (1) in the opinion of
the Committee, you, without the written consent of the Company, engage directly or indirectly in any manner or capacity as principal, agent, partner, officer, director, employee, owner, promoter or otherwise, in any business or activity competitive
with the business conducted by the Company or any Subsidiary, or (2) you perform any act or engage in any activity which in the opinion of the Committee is inimical to the best interests of the Company, your unvested shares of Restricted Stock
shall be deemed forfeited and canceled. 
 MISCELLANEOUS 

You have no right to assign, sell, transfer, pledge or encumber your unvested shares of Restricted Stock, except by will, or by the laws of
descent and distribution. 
 Nothing in this letter agreement, the Plan or your Restricted Stock confers on you any right to continue in the
employment of the Company or a Subsidiary or restricts the right of the Company or a Subsidiary to terminate your employment. 
 At the time
you are taxable with respect to your Restricted Stock, the Company may deduct and withhold from amounts payable to you under the Plan or from any payment of any kind otherwise due to you, an amount sufficient to satisfy all Federal, state and/or
local income and employment tax withholding requirements. In accordance with Section 14(b) of the Plan, you may elect to have the withholding obligation satisfied by authorizing the Company to hold back shares of Common Stock to be issued that
have a Fair Market Value as of the date withholding is effected sufficient to satisfy the withholding amount due, or by transferring to the Company shares of Common Stock having a Fair Market Value as of the date withholding is effected sufficient
to satisfy such withholding amount; provided, however, that if you are subject 







 
to Section 16(b) of the Securities Exchange Act of 1934 you may do so only in compliance with the additional requirements set forth in Section 14(b)(i)-(v) of the Plan. 

This letter agreement shall be binding on and inure to the benefit of the Company (and its successors and assigns) and you (and your estate).

 This letter agreement shall be governed, construed and enforced in accordance with the Plan and with the laws of the State of New York.

 ACCEPTANCE 
 If the foregoing is
acceptable to you, kindly acknowledge your acceptance and agreement by signing the enclosed copy of this letter and returning it to
                         of the Company. 
  

									
	Very truly yours,	 		 		 	
				
	LIFE STORAGE, INC.	 		 		 	
					
	By	 	 	 		 	By	 	 
				
	 AGREED TO AND ACCEPTED
 this
    th day of December, 2016