Exhibit 10.42

 

Grant No.:        

 

CUBESMART
 2007 EQUITY INCENTIVE PLAN
 RESTRICTED SHARE AGREEMENT

 

CubeSmart, a Maryland real estate investment trust (the “Company”), grants common shares of beneficial interest, $.01 par value (the “Shares”), of the Company to the Grantee named below, 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 2007 Equity Incentive Plan (the “Plan”).

 

Grant Date:
 Name of Grantee:
 Number of Shares Covered by Grant:

 

By signing this cover sheet, you agree to all of the terms and conditions described in the attached 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:
    	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    


 

This is not a share certificate or a negotiable instrument.

 











 

CUBESMART
 2007 EQUITY INCENTIVE PLAN
 RESTRICTED SHARE AGREEMENT

 

	
Restricted   Shares/ Nontransferability
    	
 
    	
This   grant is an award of Shares in the number of Shares set forth on the cover   sheet subject to the vesting conditions described below (“Restricted   Shares”). To the extent not yet vested, your Restricted Shares may not be   transferred, assigned, pledged or hypothecated, whether by operation of law   or otherwise, nor may the Restricted Shares be made subject to execution,   attachment or similar process.
    
	
 
    	
 
    	
 
    
	
Issuance   and Vesting
    	
 
    	
The   Company will, in its sole discretion, either (i) issue your Restricted   Shares in your name as of the Grant Date, or (ii) maintain a record of   this grant and issue any Shares as and when such Shares vest. 

 

Your   right to the Shares under this Restricted Share Agreement vests as to   one-third (1/3) of the total number of Shares covered by this grant, as shown   on the cover sheet, on each of the first three anniversaries of the Vesting   Start Date (each an “Anniversary Date”) provided you then continue in   Service. 

 

Your   right to the Shares under this Restricted Share Agreement will become fully   vested on your termination of Service due to death or disability. No   additional Shares will vest after your Service has terminated for any reason,   other than pursuant to the terms of any Employment Agreement between you and   the Company.
    
	
 
    	
 
    	
 
    
	
Forfeiture   of Unvested Shares
    	
 
    	
Except   as provided pursuant to the terms of any Employment Agreement between you and   the Company, in the event that your Service terminates for any reason other   than death or disability, you will forfeit to the Company all of the Shares   subject to this grant that have not yet vested.
    
	
 
    	
 
    	
 
    
	
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 the vesting of Shares acquired 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 the vesting of Shares arising   from this grant, the Company shall have the right to: (i) require such   payments from you, (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 vesting pursuant to this Agreement in an   amount equal to the withholding or other taxes due.
    


 

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Retention   Rights
    	
 
    	
This   Agreement does not give you the right to be retained by the Company (or any   parent, Subsidiaries or Affiliates) in any capacity.
    
	
 
    	
 
    	
 
    
	
Shareholder   Rights
    	
 
    	
You   have the right to vote the Restricted Shares and to receive any dividends   declared or paid on such Shares. Any distributions you receive as a result of   any split, stock dividend, combination of Shares or other similar transaction   shall be deemed to be a part of the Restricted Shares and subject to the same   conditions and restrictions applicable thereto. Except as described in the   Plan, no adjustments are made for dividends or other rights if the applicable   record date occurs before your share certificate is issued.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In   the event of a split, a dividend or a similar change in the Shares, the   number of Shares covered by this grant may be adjusted (and rounded down to   the nearest whole number) pursuant to the Plan. Your Restricted Shares shall   be subject to the terms of the agreement of merger, liquidation or   reorganization in the event the Company is subject to such corporate   activity.
    
	
 
    	
 
    	
 
    
	
Legends
    	
 
    	
Any   certificates representing the Shares issued in connection with this grant   shall, where applicable, have endorsed thereon the following legends: 

 

“THE   SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON   TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED   HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON   FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON   WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF   THE SHARES REPRESENTED BY THIS CERTIFICATE.”
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
Data   Privacy
    	
 
    	
In   order to administer the Plan, the Company may process personal data about   you. Such data includes, but is not limited to, the information provided in   this Agreement and any changes thereto, other appropriate personal and   financial data about you such as home address and business addresses and   other contact information, payroll information and any other information that   might be deemed appropriate by the Company to facilitate the administration   of the Plan.
    


 

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By   accepting this grant, you give explicit consent to the Company to process any   such personal data. You also give explicit consent to the Company to transfer   any such personal data outside the country in which you work or are employed,   including, with respect to non-U.S. resident Grantees, to the United States,   to transferees who shall include the Company and other persons who are   designated by the Company to administer the Plan.
    
	
 
    	
 
    	
 
    
	
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, the Company would be pleased to   provide copies. Please contact the Secretary of the Company to request paper   copies of these documents.
    


 

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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