exv10w28



 





Exhibit 10.28




STEVEN G. OSGOOD

EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 27,
2004, by and between U-STORE-IT TRUST, a Maryland real estate investment trust
(the “Company”), and Steven G. Osgood (the “Executive”).



     WHEREAS, the Company and U-Store-It, L.P., a Delaware limited partnership,
the general partner of which is the Company (“Operating
Partnership”), are
engaging in various related transactions pursuant to which, among other things,
the Company will effect an initial public offering of its common shares and
contribute the proceeds therefrom for units of partnership interest in
Operating Partnership (the “U-Store-It IPO,” and together with all related
transactions, the “U-Store-It IPO Transactions”); and



     WHEREAS, in connection with the U-Store-It IPO Transactions, the Company
wishes to offer employment to the Executive, and the Executive wishes to accept
such offer, on the terms set forth below.



     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 President and Chief
Financial 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 $350,000 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.



          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. 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.



          With respect to each such benefit plan and program, service with The
Amsdell Companies, Amsdell Partners, Inc., U-Store-It Mini Warehouse Co. or any
of their affiliates (as applicable) shall be included for purposes of
determining eligibility to participate (including waiting periods, and without
being subject to any entry date requirement after the waiting period has been
satisfied), vesting (as applicable) and entitlement to benefits. The medical
plan or plans maintained by the Company shall waive all limitations as to
pre-existing conditions, exclusions and waiting periods with respect to
participation and coverage requirements, to the extent the Executive has
already satisfied the participation and coverage requirements under a benefit
plan or program maintained by U-Store-It Mini Warehouse Co. With respect to
vacation benefits provided by the Company, the vacation benefit of Executive
shall include all hours of accrued but unused vacation and sick time hours,
respectively, with U-Store-It Mini Warehouse Co.



          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 Company, 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



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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 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; (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;



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          (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 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



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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 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. For the
avoidance of doubt, the U-Store-It IPO transactions
shall not be considered a Change in Control;




          (v) a requirement by the Company that the Executive’s work
location be moved more than fifty (50) miles from the Company’s
principal place of business in Cleveland, Ohio 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



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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); 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 paid prior to the Effective Date of the Termination); 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; (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



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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 but specifically excluding the deferred shares
granted to Executive concurrent with the closing of the U-Store-It IPO. For
purposes of this Section 5.2, 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



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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).



     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



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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: Robert J. Amsdell

Facsimile: (440) 234-8776
	 
	 	 	with a copy to:
	 
	 	 	Hogan & Hartson L.L.P.

555 13th Street, NW

Washington, DC 20004

Attention: William L. Neff, Esq.

Facsimile: (212) 637-5910

	 
	(ii)	 	If to the Executive, to:
	 
	 	 	Steven G. Osgood

35651 Quartermane Circle

Bentleyville, OH 44139

Tel: (440) 349-2043




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.



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          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 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 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.



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



          7.16 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



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all applicable federal, state and local excise, income or other taxes at
the highest applicable rates on such Parachute Payments and on any payments
under this Section 7.16) as if no excise taxes had been imposed with respect to
Parachute Payments. The amount of any payment under this Section 7.16 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.



          7.17 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.



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


	 	 	 	 	 
	 	U-STORE-IT TRUST

 	 
	 	By:  	/s/  Robert J. Amsdell
 	 
	 	Name: Robert J. Amsdell 	 
	 	Title: Chief Executive Officer 	 
	 
	 	EXECUTIVE

 	 
	 	/s/  Steven G. Osgood
 	 
	 	Steven G. Osgood 	 
	 	 	 
	 





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