exv10w2






Exhibit 10.2




SOVRAN SELF STORAGE, INC.

1995 OUTSIDE DIRECTORS’ STOCK OPTION PLAN




SECTION 1.



PURPOSE



     1.1 The purpose of the “SOVRAN SELF STORAGE, INC. 1995 OUTSIDE DIRECTORS’ STOCK OPTION PLAN”
(the “Plan”) is to foster and promote the long-term financial success of the Company and materially
increase stockholder value by enabling the Company to attract and retain the services of
outstanding Outside Directors (as defined herein) whose judgment, interest, and special effort is
essential to the successful conduct of its operations.



SECTION 2.




DEFINITIONS



     2.1 “Annual Award” means an Option for 2,000 shares of Stock and a number of shares of
Restricted Stock equal to the base annual fee paid by the Company to each Outside Director
multiplied by 0.8 and divided by the Fair Market Value on the date of the Annual Award.



     2.2 “Awards” means Annual Awards and Initial Awards.



     2.3 “Board” means the Board of Directors of the Company.



     2.4 “Company” means Sovran Self Storage, Inc., a Maryland corporation, and any successor
thereto.



     2.5 “Disability” means total disability, which if the Outside Director were an employee of the
Company, would be treated as a total disability under the terms of the Company’s long-term
disability plan for employees, as in effect from time to time.



     2.6 “Fair Market Value” on any date means the average of the high and low sales prices of a
share of Stock as reflected in the report of consolidated trading of New York Stock Exchange-listed
securities (or, if the Stock is not then listed on the New York Stock Exchange (“NYSE”), the
principal public trading market for such shares) for that date (or if no shares of Stock were
traded on the NYSE or such other principal public trading market on that date, the next preceding
date that shares of Stock were so traded) published in the Midwest Edition of The Wall Street
Journal; provided, however, that if no shares of Stock have been publicly traded for more than ten
(10) days immediately preceding such date, then the Fair Market Value of a share of Stock shall be
determined by the Board or its authorized Committee in such manner as it may deem appropriate.



 









 





     2.7 “Initial Award” means an Option for 3,500 shares of Stock.



     2.8 “Option” means the right to purchase Stock at a stated price for a specified period of
time. All Options granted under the Plan shall be non-statutory options not entitled to special tax
treatment under Section 422 of the Internal Revenue Code, as amended.



     2.9 “Outside Director” means each person who, on the date of an Initial Award or as of the
close of the day on which an Annual Award is granted, is a director of the Company and who, as of
such day, is not otherwise an officer or employee of the Company or any of its subsidiaries.



     2.10 “Restricted Stock” means Stock granted to an Outside Director pursuant to an Annual Award
under the Plan.



     2.11 “Stock” means the common stock of the Company, $.01 par value per share.



SECTION 3.




ELIGIBILITY AND PARTICIPATION



     Each Outside Director shall participate in the Plan.



SECTION 4.




STOCK SUBJECT TO PLAN



     4.1 Number. The total number of shares of Stock subject to Awards under the Plan may not
exceed 150,000 shares, subject to adjustment pursuant to Section 4.3. The shares to be delivered
under the Plan may consist, in whole or in part, of treasury Stock or authorized but unissued
Stock, not reserved for any other purpose.



     4.2 Canceled or Terminated Awards. Any shares of Stock subject to an Option or a grant of
Restricted Stock that for any reason is canceled or terminated without the issuance of Stock or
does not vest shall again be available for Awards under the Plan. Any shares of Restricted Stock
granted pursuant to an Annual Award under this Plan that do not vest shall be automatically
cancelled and shall again be available for Awards under the Plan.



     4.3 Adjustment in Capitalization. In the event of any Stock dividend or Stock split,
recapitalization (including, without limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to stockholders, exchange of shares,
or other similar corporate change in which the Company survives the transaction, the aggregate
number of shares of Stock available for issuance hereunder or subject to Options and the respective
exercise prices of outstanding Options shall be



 









 




appropriately adjusted by the Board or its authorized Committee, whose determination shall be
conclusive; provided, however, that any fractional shares resulting from any such adjustment shall
be disregarded.




SECTION 5.




STOCK OPTIONS AND RESTRICTED STOCK



     5.1 Grant of Options and Restricted Stock.




(a) Initial Awards. Effective on the later of the date of the completion of the initial
public offering of shares of Stock or the date the Outside Director is first elected or
appointed to the Board, each Outside Director who has not previously been granted an Initial
Award shall be granted an Initial Award.




(b) Annual Awards. Thereafter, effective as of the close of each annual meeting of the
stockholders of the Company, each Outside Director shall be granted an Annual Award.




(c) Option Agreement; Restricted Stock Agreement. Each Option shall be evidenced by an Option
agreement that shall specify the exercise price, the term of the Option, the number of shares
of Stock to which the Option pertains and such other matters, not inconsistent herewith, as
the Committee deems necessary or appropriate. Each grant of Restricted Stock shall be
evidenced by a Restricted Stock agreement that shall specify the number of shares of
Restricted Stock to which the grant pertains and such other matters, not inconsistent
herewith, as the Committee deems necessary or appropriate.




(d) Limitations. All grants of Options and Restricted Stock under the Plan shall be subject
to the availability of shares hereunder, and no Option or Restricted Stock shall be granted
under the Plan to the extent necessary to prevent Outside Directors serving as the
administrators of any of the Company’s other stock option or employee benefit plans from
failing to qualify as “disinterested persons” under Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (“Rule 16b-3”).



     5.2 Option Price. Each Option granted pursuant to the Plan shall have an exercise price equal
to the Fair Market Value of a share of Stock on the date the Option is granted.



     5.3 Vesting and Exercise of Options; Vesting of Restricted Stock.




(a) Initial Awards. Options granted pursuant to an Initial Award under this Plan shall vest
and become exercisable on the first anniversary of the date of grant.




(b) Annual Awards. Options granted pursuant to an Annual Award under this Plan shall be
immediately vested and exercisable on the date of grant. Restricted Stock



 









 






granted pursuant to an Annual Award under this Plan shall vest one year following the date of
grant if the Outside Director to whom such grant was made is a member of the Board as of such
date; provided, however, that such Restricted Stock shall immediately vest upon any of (i)
such Outside Director’s death or disability while he is serving on the Board, and (ii) a
Significant Corporate Event.




(c) Exercise Period. Options hereafter granted under the Plan shall terminate and cease to be
exercisable on the later of (i) the tenth anniversary of the date of the Option’s grant, or
(ii) one year following the date on which the Outside Director to whom such Option was
granted ceases to serve as a director of the Company. In the event of an Outside Director’s
death during the exercise period of any Option, the personal representative of the Outside
Director may exercise any outstanding Options held by such Outside Director not theretofore
exercised during the one-year period following such Outside Director’s death.



     5.4 Services as an Employee. Notwithstanding any other provision of the Plan, if an Outside
Director becomes an employee of the Company or any of its subsidiaries (a “Former Outside
Director”), the Former Outside Director shall be treated as continuing in service for purposes of
this Plan, but shall not be eligible to receive Annual Awards while an employee or for one full
year thereafter. If during this period of ineligibility the Former Outside Director ceases to be an
employee, the provisions of Section 5.3(c) shall continue to be applicable.



     5.5 Exercise. Options may be exercised, in whole or in part and only to the extent then
exercisable, by giving written notice of exercise to the Company accompanied by full payment of the
Option price by one or more of the following methods of payment:




(a) In cash, by certified or bank check or other instrument acceptable to the Board or its
authorized committee;




(b) In the form of shares of Stock that are not then subject to restrictions under any
Company plan, if permitted by the Board or its authorized committee, in its discretion. Such
surrendered shares shall be valued at Fair Market Value on the date of exercise; or




(c) By the Outside Director delivering to the Company a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the Option price; provided that in the
event the Outside Director chooses to pay the Option price as so provided, the Outside
Director and the broker shall comply with such procedures and enter into such agreements of
indemnity and other agreements as the Company shall prescribe as a condition of such payment
procedure. Payment instruments will be received subject to collection.



 









 





SECTION 6.




AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN



     The Plan shall be administered in accordance with Rule 16b-3 by the Board or an authorized
committee thereof (in which case all references to the Board shall refer to such committee while
such committee administers this Plan), which shall make any determination under or interpretation
of any provision of the Plan and any Option or Restricted Stock grant. Any of the foregoing actions
taken by the Board shall be final and conclusive. The Board may terminate or suspend the Plan, and
may amend and make such changes in and additions to the Plan (and, with the consent of the
applicable Outside Director, any outstanding Option or Restricted Stock grant) as it may deem
proper and in the best interest of the Company; provided, however, that no such action shall
adversely affect or impair any Options or Restricted Stock theretofore granted under the Plan
without the consent of the applicable Outside Director; and provided further, however, that no
amendment (i) increasing the maximum number of shares of Stock which may be issued under the Plan,
except as provided in Section 4.3, (ii) extending the term of the Plan or any Option, (iii)
changing the requirements as to eligibility for participation in the Plan, or (iv) otherwise
requiring approval of stockholders under Rule 16b-3, shall be adopted without the approval of
stockholders. Notwithstanding anything to the contrary herein, the Plan shall not be amended more
than once in every six month period, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.



SECTION 7.




EFFECT OF CERTAIN TRANSACTIONS



     In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization
or consolidation in which the Company is acquired by another person or in which the Company is not
the surviving corporation, or (c) the sale of all or substantially all of the outstanding Stock or
assets of the Company to another entity (each such event, a “Significant Corporate Event”), the
Plan and Options issued hereunder shall terminate on the effective date of such dissolution,
liquidation, merger, reorganization, consolidation or sale, unless provision is made in such
transaction for the assumption of Options theretofore granted under the Plan or the substitution
for such Options of a new stock option of the successor corporation or a parent or subsidiary
thereof, with appropriate adjustment as to the number and kind of shares and the per share exercise
price, such as provided in Section 4.3 of the Plan. In the event of any transaction which will
trigger such termination, the Company shall give written notice thereof to the Outside Directors at
least twenty days prior to the effective date of such transaction or the record date on which
stockholders of the Company entitled to participate in such transaction shall be determined,
whichever comes first. In the event of such termination, any unexercised portion of outstanding
Options, which is vested and exercisable at that time, shall be exercisable for at least 15 days
prior to the date of such termination;



 









 




provided, however, that in no event shall any Option be exercisable after the applicable expiration
date for the Option.




SECTION 8.




MISCELLANEOUS PROVISIONS



     8.1 Nontransferability of Awards. No Options may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
All rights with respect to Options granted to an Outside Director shall be exercisable during his
lifetime only by him.



     8.2 Rights As A Stockholder. An Outside Director or a transferee of an Option shall not have
any rights as a stockholder with respect to any shares of Stock issuable upon exercise of an Option
until the date of the receipt of payment by the Company. No adjustments pursuant to Section 4.3
shall be made as to any Option for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the record date is after
such date.



     8.3 No Guarantee of Membership. Nothing in the Plan shall confer upon an Outside Director the
right to remain a member of the Board.



     8.4 Requirements of Law. The granting and issuance of Restricted Stock, the granting of
Options and the issuance of shares of Stock upon the exercise of Options shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any governmental or
self-regulatory or other agencies as may be required.



     8.5 Term of Plan. The Plan shall be effective upon its approval by the stockholders of the
Company. The Plan shall continue in effect, unless sooner terminated or suspended pursuant to
Section 6, until the tenth anniversary of the date on which it is approved by the stockholders of
the Company, so long as the total number of shares of Stock purchased or granted under the Plan or
subject to outstanding Options does not exceed the number of shares of Stock specified in Section
4.1, subject to adjustment pursuant to Section 4.3. Notwithstanding the foregoing, each Option
granted under the Plan shall remain in effect until such Option has been exercised or has
terminated in accordance with its terms and the terms of the Plan.



     8.6 Separability. In case any provision of the Plan shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     8.7 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of New York.