Exhibit 10.1


 


EXTRA SPACE STORAGE INC.


 


EXECUTIVE CHANGE IN CONTROL PLAN


 


AND


 


SUMMARY PLAN DESCRIPTION


 


 


Effective August 25, 2010


 

















 


EXTRA SPACE STORAGE INC.


EXECUTIVE CHANGE IN
CONTROL PLAN


AND


SUMMARY PLAN DESCRIPTION


 


Extra Space Storage Inc.’s Executive Change in Control Plan (the “Plan”)
provides severance benefits to employees of Extra Space Storage Inc., Extra
Space Storage L.P., and Extra Space Management Inc. (collectively the “Company”)
in the event of termination of employment. 
The Plan is effective August 25, 2010 (the “Effective Date”).


 


This Plan is designed to be an “employee welfare benefit plan,” as
defined in Section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”).  This Plan
is governed by ERISA and, to the extent applicable, the laws of the State of
Utah, without reference to the conflict of law provisions thereof.


 


This document constitutes the official plan document and the required
summary plan description under ERISA.


 


I.              ELIGIBILITY


 


Only
executive officers of the Company are eligible to participate in the Plan.


 


If
eligible to participate in the Plan, then you will become entitled to benefits
under Sections II and IV of the Plan if within twelve months following a Change
in Control:  (1) you are permanently laid
off or terminated without Cause from employment with the Company; or (2) you
terminate your employment for Good Reason.


 


You
will not be eligible for benefits under Sections II and IV of the Plan if the
Plan Administrator determines that your employment with the Company was
terminated by reason of:  (i) resignation
for other than Good Reason, (ii) death, (iii) disability, or (iv) discharge for
Cause.


 


You
will be eligible for benefits under Section VII of the Plan only if you are
employed with the Company on the date of a Change in Control.


 


II.            SEVERANCE
BENEFITS


 


If
you become entitled to benefits under this Section II of the Plan, then subject
to your execution of an effective release of claims against the Company, as
provided in Section V below, you will receive the following severance benefits
(the “Severance Benefits”), payable as provide in Section III:


 


·      Lump sum cash
payment equal to two times the sum of (A) your Annual Salary and (B)  the Bonus Amount; and


 


·      Lump sum cash
payment equal to the sum of (A) the cost of continuing health benefits
(including any medical, vision or dental benefits), under the Company’s group
health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as
amended (the “Code”) or similar state law (“COBRA”) for a period of twenty-four
months, based on the COBRA cost at the time of termination, plus (B) an amount
equal to the taxes payable 


 

















 


by
you on the amount determined under (A), so that on an after tax basis, you will
receive the amount equal to the COBRA premiums for a period of twenty-four
months after your termination of employment based on the COBRA rate in effect
at the time of termination.


 


III.           TIME OF
PAYMENT OF SEVERANCE BENEFITS


 


Your
Severance Benefits will be paid on the sixtieth day after your Release has
become irrevocable and enforceable. 
Notwithstanding anything contained in this Plan to the contrary, to the
maximum extent permitted by applicable law, the Severance Benefits shall be
paid in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans)
or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals).  However, to the extent any such payments are
treated as non-qualified deferred compensation subject to Section 409A of the
Code, then no Severance Benefits shall be payable pursuant to this Plan unless
your termination of employment constitutes a “separation from service” within
the meaning of Treas. Reg. Section 1.409A-1(h). 
Additionally, if you are deemed at the time of your separation from
service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of
the Code, then to the extent delayed commencement of any portion of the
benefits to which you are entitled under this Agreement is required in order to
avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code,
such portion of your Severance Benefits shall not be paid prior to the earlier
of (A) the expiration of the six-month period measured from the date of your “separation
from service” or (B) the date of your death. 
Upon the earlier of such dates, all payments deferred pursuant to this Section
III shall be paid in a lump sum.  The
determination of whether you are a “specified employee” for purposes of Section
409A(a)(2)(B)(i) of the Code as of the time of your separation from service
shall made by the Company in accordance with the terms of Section 409A of the
Code and applicable guidance thereunder (including without limitation Treas.
Reg. Section 1.409A-1(i) and any successor provision thereto).


 


IV.           ADDITIONAL
BENEFITS


 


If
you are entitled to Severance Benefits under Section II, you will also be
eligible for outplacement services for a period of six months and full vesting
in all outstanding unvested equity-based awards (including stock options and
restricted stock) and such unvested equity-based awards shall become
immediately exercisable and unrestricted and shall otherwise remain outstanding
in accordance with their terms.


 


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V.            RELEASE
OF CLAIMS


 


You
will not receive the Severance Benefits or Additional Benefits under Sections
II and IV of the Plan, unless and until you execute and deliver to the Company,
following your termination, a general release (the “Release”) of any and
all claims relating to your employment with the Company and the termination of
your employment with the Company and the Release becomes irrevocable and
enforceable.  The Release must be
satisfactory to the Company in form and substance, and you must deliver the
executed Release to the Company not later than 50 days following your
termination.  No Release is required in
order to receive the bonus under Section VII of the Plan.


 


VI.           INTEGRATION
WITH OTHER PAYMENTS


 


Severance
Benefits under the Plan are not intended to duplicate such benefits as workers’
compensation wage replacement benefits, disability benefits,
pay-in-lieu-of-notice, severance pay, or similar benefits under other benefit
plans, severance programs, employment contracts, or applicable laws, such as
the WARN Act.  Should such other benefits
be payable, your Severance Benefits under this Plan will be reduced accordingly
or, alternatively, benefits previously paid under this Plan will be treated as
having been paid to satisfy such other benefit obligations.  In either case, the Plan Administrator, in
its sole discretion, will determine how to apply this provision and may
override other provisions in this Plan in doing so.


 


VII.         BONUS


 


If
you are eligible for benefits under Section II, on the first day of the month
following a Change in Control you will receive an amount in a lump sum equal to
the pro rata annual bonus you would have received during the year of the Change
in Control based on the number of days in the year elapsed through the date of
the Change in Control calculated as provided in Company’s annual incentive
bonus plan.


 


VIII.        COVENANT
AGAINST COMPETITION; OTHER COVENANTS


 


A.            By participating in the Plan and accepting benefits
of the Plan you acknowledge that (i) the principal business of the Company
(which expressly includes for purposes of this Section VIII (and any related
enforcement provisions hereof), its successors and assigns) is the development,
acquisition, operation, management or investment in self-storage facilities
(such businesses, and any and all other businesses that during the term of your
employment become material with respect to the Company’s then-overall business,
herein being collectively referred to as the “Business”); (ii) the Company is
one of the limited number of entities which have developed such a business;
(iii) the Company’s Business is, in part, national in scope; (iv) your work for
the Company has given and will continue to give you access to the confidential
affairs and proprietary information of the Company; (v) the covenants and
agreements of the Executive contained in this Section VIII are essential to the
business and goodwill of the Company; and (vi) you would not have been eligible
to participate in the Plan but for the covenants and agreements set forth in
this Section VIII.  Accordingly, you
covenant and agree that:


 


B.            By and in consideration of the benefits to be
provided by the Company under this Plan and further in consideration of your
exposure to the proprietary information of the Company, you covenant and agree
that during your employment with the Company, you shall not engage in the
Restricted Activities (as defined below) (i) engage in any element of the 


 


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Business (other than for the Company or its
affiliates) or otherwise compete with the Company or its affiliates, (ii) render
any services to any person, corporation, partnership or other entity (other
than the Company or its affiliates) engaged in any element of the Business, or
(iii) become interested in any such person, corporation, partnership or other
entity (other than the Company or its affiliates) as a partner, shareholder,
principal, agent, employee, consultant or in any other relationship or capacity
(such activities set forth in clauses (i) through (iii) above collectively
referred to as the “Restricted Activities”); provided, however, that, notwithstanding
the foregoing, you may invest in securities of any entity, solely for
investment purposes and without participating in the business thereof, if (1) such
securities are traded on any national securities exchange or the National
Association of Securities Dealers, Inc. Automated Quotation System, (2) you are
not a controlling person of, or a member of a group which controls, such entity
and (3) you do not, directly or indirectly, own 5% or more of any class of
securities of such entity.


 


C.            At all times during your employment with the Company
and thereafter, you shall keep secret and retain in strictest confidence, and
shall not use for your benefit or the benefit of others, except in connection
with the business and affairs of the Company and its affiliates, all
confidential matters relating to the Company’s Business and the business of any
of its affiliates and to the Company and any of its affiliates, learned by you
directly or indirectly from the Company or any of its affiliates (the “Confidential
Company Information”), and shall not disclose such Confidential Company
Information to anyone outside of the Company except with the Company’s express
written consent and except for Confidential Company Information which is at the
time of receipt or thereafter becomes publicly known through no wrongful act of
yours or is received from a third party not under an obligation to keep such
information confidential and without breach of this Agreement.


 


D.            During your employment with the Company and for the
one year period after termination of employment, you shall not, without the
Company’s prior written consent, directly or indirectly, solicit or encourage
to leave the employment or other service of the Company, or any of its
affiliates, any employee or independent contractor thereof.


 


E.             During your employment with the Company and except
as required by law, you shall not publish any statement or make any statement
under circumstances reasonably likely to become public that is critical of the
Company or any of its affiliates, or in any way adversely affecting or
otherwise maligning the Business or reputation of the Company or any of its
affiliates.


 


F.             All memoranda, notes, lists, records, property and
any other tangible product and documents (and all copies thereof), whether
visually perceptible, machine-readable or otherwise, made, produced or compiled
by you or made available to you concerning the business of the Company or its affiliates,
(i) shall at all times be the property of the Company (and, as applicable, any
affiliates) and shall be delivered to the Company at any time upon its request,
and (ii) upon your termination of employment, shall be immediately returned to
the Company.


 


G.            You acknowledge and agree that any breach by him of
any of the provisions of this Section VIII (the “Restrictive Covenants”) would
result in irreparable injury and damage for which money damages would not
provide an adequate remedy.  Therefore,
if you breach, or threaten to commit a breach of, any of the provisions of Section
VIII, the Company and its affiliates shall have the following rights and
remedies, each of which rights and remedies shall be independent of the other
and severally enforceable, and all of which rights and remedies shall be 


 


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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), 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 you
of restraining orders and injunctions (preliminary, mandatory, temporary and
permanent) against violations, threatened or actual, and whether or not then
continuing, of such covenants.


 


H.            You agree that in any action seeking specific
performance or other equitable relief, you will not assert or contend that any
of the provisions of this Section VIII are unreasonable or otherwise
unenforceable.  The existence of any
claim or cause of action by you shall not constitute a defense to the
enforcement of the Restrictive Covenants.


 


I.              Both you and the Company intend to and hereby confer
jurisdiction to enforce the Restrictive Covenants set forth in this Section
VIII upon the courts of any jurisdiction within the geographical scope of the
Restrictive Covenants.  If the courts of
any one or more of such jurisdictions hold the Restrictive Covenants wholly
unenforceable by reason of breadth of scope or otherwise it is the intention of
the Company and you 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.


 


IX.           TAXES


 


Taxes
will be withheld from all benefits payable under the Plan to the extent
required by applicable law.


 


X.            DEFINITIONS


 


“Annual Salary” shall mean your annual salary at the time of
termination, unless such termination is for Good Reason due to a reduction in
your annual salary, in which case it shall mean the annual salary as in effect
immediately prior to such reduction.


 


“Bonus Amount” shall mean an amount equal to the greater of
the bonus you received in the year preceding your termination, or the average
bonuses you received in the three years prior to your termination.


 


“Cause” shall mean:  (1)
your commission of and indictment for, or formal admission to a felony, a crime
of moral turpitude, dishonest, breach of trust or unethical business conduct,
or any crime involving the Company; (2) in connection with the performance of
your duties to the Company, or otherwise to the material and demonstrable
detriment of the Company, your engaging in willful misconduct, willful or gross
neglect, fraud, misappropriation or embezzlement; (3) repeated failure to
adhere to the directions of the Board of Directors of the Company, to the
Company’s policies and practices or to devote substantially all of your
business time and efforts to the Company; (4) willful and continued failure to
substantially perform your duties properly assigned to you (other than any such
failure resulting from disability) after demand for substantial performance is
delivered by the Company specifically identifying the manner in which the
Company believes you have not substantially performed such duties; and 


 


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(5)
violation of Restrictive Covenants. 
Provided that the Company shall not be permitted to terminate you for
Cause, except after delivering written notice to you of such events
constituting Cause, with such notice being delivered at any time with respect
to events under items (1), (2) or (5) above and no more than 30 days following
the occurrence of any of the events set forth in items (3) or (4) above.  No Cause termination shall be effective
unless you have been provided with the opportunity (with the counsel of your
choice) to contest the determination at a meeting of the Board of Directors of
the Company.


 


“Change in Control” shall have the meaning set forth in the
Company’s 2004 Long Term Incentive Compensation Plan as in effect on the
Effective Date.


 


“Good Reason” shall mean: 
(i) the material reduction of your authority, duties and
responsibilities, or the assignment to you of duties materially inconsistent
with your position or positions with the Company; (ii) a material reduction in
your Annual Salary; or (iii) the Company requests that you relocate your
employment with the Company to another work site that is more than one hundred
(100) miles from Salt Lake City, Utah. 
Good Reason shall not be deemed to exist unless (A) you give the Company
written notice of the Good Reason event no later than 30 days after the time at
which the event or condition purportedly giving rise to Good Reason first
occurs or arises and (B) the Company shall have 30 days from the date notice
such notice is given to cure such event or condition and, if the Company does
so, such event or condition shall not constitute Good Reason.


 


XI.           OTHER
IMPORTANT INFORMATION


 


Plan Administration.  As the Plan Administrator, the Company has
full and sole discretionary authority to administer and interpret the Plan,
including discretionary authority to determine eligibility for participation in
and for benefits under the Plan, to determine the amount of benefits (if any)
payable per participant, and to any terms of this document.  The Plan shall be interpreted in accordance
with its terms and their intended meanings. 
However, the Plan Administrator and all Plan fiduciaries shall have the
discretion to interpret or construe ambiguous, unclear, or implied (but
omitted) terms in any fashion they deem to be appropriate in their sole
discretion, and to make any findings of fact needed in the administration of
the Plan.  The validity of any such
interpretation, construction, decision, or finding of fact shall not be given
de novo review if challenged in court, by arbitration, or in any other forum,
and shall be upheld unless clearly arbitrary or capricious.  All determinations by the Plan Administrator
will be final and conclusive upon all persons and be given the maximum possible
deference allowed by law.  The Plan
Administrator is the “named fiduciary” of the Plan for purposes of ERISA and
will be subject to the fiduciary standards of ERISA when acting in such
capacity.  The Company may delegate in
writing to any other person all or a portion of its authority or responsibility
with respect to the Plan.  If, due to
errors in drafting, any Plan provision does not accurately reflect its intended
meaning, as demonstrated by consistent interpretations or other evidence of
intent, or as determined by the Plan Administrator in its sole discretion, the
provision shall be considered ambiguous and shall be interpreted by the Plan
Administrator and all Plan fiduciaries in a fashion consistent with its intent,
as determined in the sole discretion of the Plan Administrator.  The Plan Administrator shall amend the Plan
retroactively to cure any such ambiguity.


 


Source of Benefits.  The Plan is unfunded, and all severance
benefits will be paid from the general assets of the Company or its
successor.  No contributions are required
under the Plan.


 


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Claims Procedure.  If
you believe you are incorrectly denied a benefit or are entitled to a greater
benefit than the benefit you received under the Plan you may submit a signed,
written application to the Plan Administrator. 
You will be notified in writing of the approval or denial of this claim
within ninety (90) days of the date that Plan Administrator, receives the
claim, unless special circumstances require an extension of time for processing
the claim.  In the event an extension is
necessary, you will be provided written notice prior to the end of the initial
ninety (90) day period indicating the special circumstances requiring the
extension and the date by which the Plan Administrator, expects to notify you
of approval or denial of the claim.  In
no event will an extension extend beyond ninety (90) days after the end of the
initial ninety (90) day period.  If your
claim is denied, the written notification will state specific reasons for the
denial, make specific reference to the Plan provision(s) on which the denial is
based, and provide a description of any material or information necessary for
you to perfect the claim and why such material or information is
necessary.  The written notification will
also provide a description of the Plan’s review procedures and the applicable
time limits, including a statement of your right to bring a civil suit under
section 502(a) of ERISA following denial of your claim on review.


 


You will have sixty (60) days from receipt of the written notification
of the denial of your claim to file a signed, written request for a full and
fair review of the denial by a review panel which will be a named fiduciary of
the Plan for purposes of such review. 
This request should include the reasons you are requesting a review and
may include facts supporting your request and any other relevant comments,
documents, records and other information relating to your claim.  Upon request and free of charge, you will be
provided with reasonable access to, and copies of, all documents, records and
other information relevant to your claim, including any document, record or
other information that was relied upon in, or submitted, considered or
generated in the course of, denying your claim. 
A final, written determination of your eligibility for benefits shall be
made within sixty (60) days of receipt of your request for review, unless
special circumstances require an extension of time for processing the claim, in
which case you will be provided written notice of the reasons for the delay
within the initial sixty (60) day period and the date by which you should
expect notification of approval or denial of your claim.  This review will take into account all
comments, documents, records and other information submitted by you relating to
your claim, whether or not submitted or considered in the initial review of
your claim.  In no event will an
extension extend beyond sixty (60) days after the end of the initial sixty (60)
day period.  If an extension is required
because you fail to submit information that is necessary to decide your claim,
the period for making the benefit determination on review will be tolled from
the date the notice of extension is sent to you until the date on which you
respond to the request for additional information.  If your claim is denied on review, the
written notification will state specific reasons for the denial, make specific
reference to the Plan provision(s) on which the denial is based and state that
you are entitled to receive upon request, and free of charge, reasonable access
to, and copies of, all documents, records and other information relevant to
your claim, including any document, record or other information that was relied
upon in, or submitted, considered or generated in the course of, denying your
claim.  The written notification will
also include a statement of your right to bring an action under section 502(a) of
ERISA.


 


If
your claim is initially denied or is denied upon review, you are entitled to
receive upon request, and free of charge, reasonable access to, and copies of,
any document, record or other information that demonstrates that (1) your claim
was denied in accordance with the terms of the Plan, and (2) the provisions of
the Plan have been consistently applied to similarly situated Plan 


 


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participants,
if any.  In pursuing any of your rights
set forth in this section, your authorized representative may act on your
behalf.


 


If
you do not receive notice within the time periods described above, whether on
initial determination or review, you may initiate a lawsuit under Section 502(a)
of ERISA.


 


Plan Amendment or Termination.  The Company reserves the right to terminate
or amend the Plan at any time, in whole or in part, and in any manner, and for
any reason.  Any termination or amendment
of the Plan will be effective only after one year advance written notice to
participants if such amendment or termination would result in a reduction of
benefits that participants would have otherwise been able to receive under the
pre-amended Plan.


 


At-Will Employment.  No provision of the Plan is intended to
provide you with any right to continue as an employee with the Company or its
subsidiaries, or in any other capacity, for any specific period of time, or
otherwise affect the right of the Company or its subsidiaries to terminate the
employment or service of any individual at any time for any reason, with or
without cause.


 


Section 409A of the Internal Revenue Code.  This Plan is intended to
provide severance benefits under ERISA. 
Notwithstanding anything to the contrary contained in this Plan, to the
maximum extent permitted by applicable law, Severance Benefits payable under
this Plan shall be paid in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation
Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals).  For this purpose each installment payment
shall be considered a separate and distinct installment payment.  However, to the extent any such payments are
treated as non-qualified deferred compensation subject to Section 409A of the
Code, then (i) no Severance Benefits shall be payable pursuant to this Plan
unless your termination of employment constitutes a “separation from service”
within the meaning of Treas. Reg. Section 1.409A-1(h) and (ii) if you are
deemed at the time of your separation from service to be a “specified employee”
for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent
delayed commencement of any portion of the Severance Benefits is required in
order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the
Code, then such portion of your Severance Benefits shall not be paid or
provided prior to the earlier of (A) the expiration of the six-month period
measured from the date of your separation from service or (B) the date of your
death.  Upon the earlier of such dates,
all payments previously deferred pursuant to this Paragraph shall be paid in a
lump sum to you, and any remaining payments due under this Plan shall be paid
as otherwise provided herein.  The
determination of whether you are a “specified employee” for purposes of Section
409A(a)(2)(B)(i) of the Code as of the time of his your separation from service
shall made by the Company in accordance with the terms of Section 409A of the
Code and applicable guidance thereunder (including without limitation Treas.
Reg. Section 1.409A-1(i) and any successor provision thereto).


 


Indemnification.  The Company agrees to indemnify its officers and employees and the
members of the Board of Directors of the Company from all liabilities from
their acts or omissions in connection with the administration, amendment or
termination of the Plan, to the maximum extent permitted by applicable law.


 


Applicable Law/Dispute Resolution. 
By participating in the Plan you hereby waive and the Company hereby
waives any right to a trial by jury for any and all disputes hereunder (whether
or not relating to the Restricted Covenants). Any controversy or claim arising
out of or 


 


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relating
to this Plan or the breach of this Plan (other than a controversy or claim
arising under Section VIII, to the extent necessary for the Company (or its
affiliates, where applicable) to avail itself of the rights and remedies
referred to in Section VIII.G) that is not resolved shall be submitted to
arbitration in Salt Lake City, Utah in accordance with Utah law and the
procedures of the American Arbitration Association.  The determination of the arbitrator(s) shall
be conclusive and binding on the Company (or its affiliates, where applicable)
and you and judgment may be entered on the arbitrator(s)’ award in any court
having jurisdiction.


 


Severability.  If any provision of the Plan is held invalid
or unenforceable, its invalidity or unenforceability will not affect any other
provision of the Plan, and the Plan will be construed and enforced as if such
provision had not been included.


 


Headings.  Headings in this Plan document are for
purposes of reference only and will not limit or otherwise affect the meaning
hereof.


 


XII.         STATEMENT
OF ERISA RIGHTS


 


As a participant in the Plan you are entitled to certain rights and
protections under ERISA.  ERISA provides
that all plan participants shall be entitled to:


 


Receive Information About Your Plan and Benefits


 


Examine, without charge, at the plan administrator’s office and at
other specified locations, such as work sites, all documents governing the
plan.


 


Obtain, upon written request to the plan administrator, copies of
documents governing the operation of the plan. 
The administrator may make a reasonable charge for the copies.


 


Prudent Actions by Plan Fiduciaries


 


In addition to creating rights for plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the employee
benefit plan.  The people who operate
your plan, called “fiduciaries” of the plan, have a duty to do so prudently and
in the interest of you and other plan participants and beneficiaries.  No one, including your employer or any other
person, may fire you or otherwise discriminate against you in any way to
prevent you from obtaining a welfare benefit or exercising your rights under
ERISA.


 


Enforce Your Rights


 


If your claim for a welfare benefit is denied or ignored, in whole or
in part, you have a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial,
all within certain time schedules.


 


Under ERISA, there are steps you can take to enforce the above
rights.  For instance, if you request a
copy of plan documents and do not receive it within 30 days, you may file suit
in a Federal court.  In such a case, the
court may require the plan administrator to provide the materials and pay you
up to $110.00 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the administrator.  If you have a claim for 


 


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benefits
which is denied or ignored, in whole or in part, you may file suit in a state
or Federal court.  If you are discriminated
against for asserting your rights, you may seek assistance form the U.S.
Department of Labor, or you may file suit in a Federal court.  The court will decide who should pay court
costs and legal fees.  If you are
successful, the court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is
frivolous.


 


Assistance With Your Questions


 


If you have any questions about your plan, you should contact the plan
administrator.  If you have any questions
about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the plan administrator, you should
contact the nearest office of the Employee Benefits Security Administration,
U.S. Department of Labor, listed in your telephone directory, or the Division
of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210.  You may also
obtain certain publications about your rights and responsibilities under ERISA
by calling the publications hotline of the Employee Benefits Security
Administration.


 


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ADDITIONAL PLAN INFORMATION


 


	
  Name
  of Plan:

  	
   

  	
  Extra
  Space Storage Inc. Executive Change in Control Plan

  
	
   

  	
   

  	
   

  
	
  Sponsor:

  	
   

  	
  Extra
  Space Storage Inc.

  
	
   

  	
   

  	
   

  
	
  Employer
  Identification Number:

  	
   

  	
  20-1076777

  
	
   

  	
   

  	
   

  
	
  Plan
  Number:

  	
   

  	
  503

  
	
   

  	
   

  	
   

  
	
  Plan
  Year:

  	
   

  	
  Calendar
  year

  
	
   

  	
   

  	
   

  
	
  Plan
  Administrator:

  	
   

  	
  Extra
  Space Storage Inc.

  c/o
  Sr. Vice-President, Human Resources

  2795
  East Cottonwood Parkway, Suite 400

  Salt
  Lake City, Utah 84121

   

  Telephone
  No.  (801) 562-5556

  
	
   

  	
   

  	
   

  
	
  Agent
  for Service of Legal Process:

  	
   

  	
  Plan
  Administrator, at the above address

  
	
   

  	
   

  	
   

  
	
  Type
  of Plan:

  	
   

  	
  Employee
  Welfare Benefit Plan providing for severance benefits

  
	
   

  	
   

  	
   

  
	
  Plan
  Costs:

  	
   

  	
  The
  cost of the Plan is paid by Extra Space Storage

  
	
   

  	
   

  	
   

  
	
  Type
  of Administration:

  	
   

  	
  Self-administration
  by the Plan Administrator

  



 


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