EX-10.52



 





Exhibit 10.52




Grant No.:                     



U-STORE-IT TRUST

2004 EQUITY INCENTIVE PLAN


DEFERRED SHARE AGREEMENT



     U-Store-It Trust, a Maryland real estate investment trust (the “Company”), hereby grants
rights to future delivery of common shares of beneficial interest, $.01 par value of the Company
(the “Shares”), to the individual named below as the Grantee 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 2004 Equity Incentive Plan (the “Plan”). For
purposes of the Plan, these rights are considered Share Units.


Grant
Date: December 22, 2005



Name of Grantee: Tedd D. Towsley



Grantee’s Social Security Number:                     -                    -                    



Number of Deferred Shares Covered by Grant: 14,549




     By signing this cover sheet, you agree to all of the terms and conditions described in this
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:
	 	/s/ TEDD D. TOWSLEY 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	Company:
	 	/s/ STEVEN G. OSGOOD 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	President and Chief
Financial Officer 
	 	 	 	 	 	 	 




Attachment



This is not a stock certificate or a negotiable instrument.




 









 







U-STORE-IT TRUST

2004 EQUITY INCENTIVE PLAN


DEFERRED SHARE AGREEMENT



	 	 	 
	Deferred Shares Transferability

	 	This grant is an award of deferred
shares for the number of shares set
forth on the cover sheet, subject to
the vesting conditions described
below (“Deferred Shares”). Your
Deferred Shares may not be
transferred, assigned, pledged or
hypothecated, whether by operation
of law or otherwise, nor may the
Deferred Shares be made subject to
execution, attachment or similar
process.
	 
	 	 
	Vesting

	 	Your right to the Deferred Shares
under this Deferred Share Agreement
vests as to ten percent (10%) of the
total number of Deferred Shares
covered by this grant, as shown on
the cover sheet, on December 22,
2006, provided you then continue in
Service. Thereafter, for each of
the next four (4) December 22
vesting dates that you remain in
Service, the number of Deferred
Shares vests at the rate of ten
percent (10%) per year, provided you
then continue in Service.
	 
	 	 
	 

	 	Your right to the Deferred Shares
under this Deferred Share Agreement
vests as to ten percent (10%) of the
total number of Deferred Shares
covered by this grant, as shown on
the cover sheet, on each December 22
commencing with December 22, 2006,
and ending with December 22, 2010
provided (i) you then continue in
Service and (ii) the average annual
total shareholder return
(appreciation in share price and
dividends) (“TSR”) for the Company
equals or exceeds ten percent
commencing on December 22, 2005.
Any Shares which do not vest on a
previous December 22 will vest on a
subsequent December 22 if the
average annual TSR from December 22,
2005 through such subsequent
December 22 equals or exceeds ten
percent (10%). In order to help
mitigate the impact of sudden market
swings, the measurement of the
Company’s TSR shall be based on the
average share price of the Company’s
Shares for the 5 day period prior to
December 22, 2005 and each December
22 thereafter during the vesting
period. Any Deferred Shares not
vested due to failure to meet the
annual or cumulative TSR goal as of
December 22, 2010 will be forfeited.
	 
	 	 
	 

	 	Your right to the Deferred Shares
under this Deferred Share Agreement
will become fully vested on your
termination of Service due to death
or Disability. No additional
Deferred Shares will vest after your
Service has terminated for any






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	 	reason.
	 
	 	 
	Delivery of Stock

	 	A certificate for the Shares
represented by the Deferred Shares
Agreement shall be delivered to you,
or to your eligible beneficiary or
your estate, at such time as the
Deferred Shares become vested;
provided, that, if required by
Section 409A of the Internal Revenue
Code and the regulations thereunder,
delivery of the shares shall not be
made earlier than six months after
your separation from service within
the meaning of Section 409A.
Special Rule: If any Shares would
otherwise be delivered to you during
a period in which you are: (i)
subject to a lock-up agreement
restricting your ability to sell
Shares in the open market or (ii)
restricted from selling Shares in
the open market because you are not
then eligible to sell under the
Company’s insider trading or similar
plan as then in effect (whether
because a trading window is not open
or you are otherwise restricted from
trading), delivery of such Shares
will not occur until the first date
on which you are no longer
prohibited from selling Shares due
to a lock-up agreement or insider
trading or similar plan restriction.
	 
	 	 
	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 granting the Deferred
Shares or your acquisition of Shares
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 this grant, the Company
will have the right to: (i) require
that you arrange such payments to
the Company, (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 Deferred Shares
granted 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 or employed by
the Company (or any Affiliates) in
any capacity.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the rights of
a shareholder with respect to the
Deferred Shares unless and until the
Shares relating to the Deferred
Share Agreement has been delivered
to you. You will, however, be
entitled to receive, upon the
Company’s payment of a cash dividend
on outstanding Shares, a cash
payment for each Deferred Share that
you






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	 	hold as of the record date for
such dividend equal to the per-share
dividend paid on the Shares. You do
not have the right to make an
election pursuant to Section 83(b)
of the Internal Revenue Code of
1986, as amended, and any attempt to
make such an election will result in
the forfeiture of the Deferred
Shares.
	 
	 	 
	Adjustments

	 	In the event of a Share split, a
Shares dividend or a similar change
in the Company Shares, the number of
Deferred Shares covered by this
grant will be adjusted (and rounded
down to the nearest whole number) in
accordance with the terms of the
Plan.
	 
	 	 
	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.
	 
	 	 
	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 receive, the Company would be
pleased to provide copies. Please
contact the Corporate Secretary to
request paper copies of these
documents.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this grant of Deferred
Shares. Any prior agreements,
commitments or negotiations
concerning this grant are
superseded. The Plan will control
in the event any provision of this
Agreement should appear to be
inconsistent with the terms of the
Plan.






     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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