Exhibit 10.43

 

Option No.:        

 

CUBESMART
 2007 EQUITY INCENTIVE PLAN
  NONQUALIFIED SHARE OPTION AGREEMENT

 

CubeSmart, a Maryland real estate investment trust (the “Company”), grants an option to purchase common shares of beneficial interest, $.01 par value, (the “Shares”) of the Company to the Optionee named below.  The terms and conditions of the option 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 Optionee:  
 Number of Shares Covered by Option:  
 Option Price per Share:  $
 Vesting Start Date:

 

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 is also attached. 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.

 

 

	
Optionee:
    	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    


 

 

Attachment

 

This is not a share certificate or a negotiable instrument.

 











 

CUBESMART 2007 EQUITY INCENTIVE PLAN
  NONQUALIFIED SHARE OPTION AGREEMENT

 

	
Nonqualified   Share Option
    	
 
    	
This   option is not intended to be an incentive stock option under Section 422   of the Internal Revenue Code and will be interpreted accordingly.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This   option is only exercisable before it expires and then only with respect to   the vested portion of the option. Subject to the preceding sentence, you may   exercise this option, in whole or in part, to purchase a whole number of   vested Shares not less than 100 Shares, unless the number of Shares purchased   is the total number available for purchase under the option, by following the   procedures set forth in the Plan and below in this Agreement. 

 

Your   right to purchase Shares under this option vests as to one-third (1/3) of the   total number of Shares covered by this option, 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 to such   Anniversary Date. The resulting aggregate number of vested Shares will be   rounded to the nearest whole number, and you cannot vest in more than the   number of Shares covered by this option. 

 

The   resulting aggregate number of vested Shares will be rounded to the nearest   whole number, and you cannot vest in more than the number of Shares covered   by this option. 

 

Other   than pursuant to the terms of any Employment Agreement between you and the   Company, no additional Shares will vest after your Service has terminated for   any reason.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
Your   option will expire in any event at the close of business at Company   headquarters on the day before the 10th anniversary of the Grant Date, as   shown on the cover sheet. Your option will expire earlier if your Service   terminates, as described below.
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
If   your Service terminates for any reason, other than death, Disability, Cause   or Retirement, then your option expires on the earlier of (a) the   remaining term of your option, or (b) at the close of business at   Company headquarters on the 90th day after your termination date.
    
	
 
    	
 
    	
 
    
	
Termination for Cause
    	
 
    	
If   your Service is terminated for Cause, then you immediately forfeit all rights   to your option and the option immediately expires.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If   your Service terminates because of your death, then your option shall become   fully vested and will expire on the earlier of (a) the remaining term of   your option, or (b) at the close of business at Company headquarters on   the date twelve (12) months after the date of death.
    


 

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During   the applicable period described in the preceding sentence, your estate or   heirs may exercise your option.

 

In   addition, if you die during the 90-day period described in connection with a   regular termination (i.e., a termination of your Service not on account of   your death, Disability or Cause), and a vested portion of your option has not   yet been exercised, then your option will instead expire on the earlier of   (i) the remaining term of your option, or (ii) the date twelve   (12) months after your termination date. In such a case, during the   applicable period described in the preceding sentence, your estate or heirs   may exercise the vested portion of your option.
    
	
 
    	
 
    	
 
    
	
Disability
    	
 
    	
If   your Service terminates because of your Disability, then your option shall   become fully vested and will expire at the close of business at Company   headquarters on the earlier of (a) the remaining term of your option, or   (b) the date twelve (12) months after your termination date.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For   purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that   was approved by the Company in writing, if the terms of the leave provide for   continued Service crediting, or when continued Service crediting is required   by applicable law. However, your Service will be treated as terminating   90 days after your employee leave commences, unless your right to return   to active work is guaranteed by law or by a contract. Your Service terminates   in any event when the approved leave ends unless you immediately return to   active employee work. 

 

The   Company determines, in its sole discretion, which leaves count for this   purpose, and when your Service terminates for all purposes under the Plan.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When   you wish to exercise this option, you must notify the Company by filing the   proper “Notice of Exercise” form at the address given on the form. Your   notice must specify how many Shares you wish to purchase (in a parcel of at   least 100 Shares generally). Your notice must also specify how your Shares   should be registered (in your name only or in your and your spouse’s names as   joint tenants with right of survivorship). The notice will be effective when   it is received by the Company. 

 

If   someone else wants to exercise this option after your death, that person must   prove to the Company’s satisfaction that he or she is entitled to do so.
    
	
 
    	
 
    	
 
    
	
Form of   Payment
    	
 
    	
When   you submit your notice of exercise, you must include payment of the option   price for the Shares you are purchasing. Payment may be made in one (or a   combination) of the following forms: 
    


 

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·      Cash, your personal check,   a cashier’s check, a money order or another cash equivalent acceptable to the   Company. 

 

·      Shares which have already   been owned by you for more than six months and which are surrendered to the   Company. The value of the Shares, determined as of the effective date of the   option exercise, will be applied to the option price. 

 

·      By delivery (on a form   prescribed by the Company) of an irrevocable direction to a licensed   securities broker acceptable to the Company to sell Shares and to deliver all   or part of the sale proceeds to the Company in payment of the aggregate   option price and any withholding taxes (if approved in advance by the   Compensation Committee of the Board if you are either an executive officer or   a director of the Company).
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes
    	
 
    	
You   will not be allowed to exercise this option unless you make acceptable   arrangements to pay any withholding or other taxes that may be due as a   result of the option exercise or sale of Shares acquired under this option.   In the event that the Company determines that any federal, state, local or   foreign tax or withholding payment is required relating to the exercise or   sale of Shares arising from this grant, the Company shall have the right to   require such payments from you, or withhold such amounts from other payments   due to you from the Company or any Affiliate.
    
	
 
    	
 
    	
 
    
	
Transfer   of Option
    	
 
    	
During   your lifetime, only you (or, in the event of your legal incapacity or   incompetency, your guardian or legal representative) may exercise the option.   You cannot transfer or assign this option. For instance, you may not sell   this option or use it as security for a loan. If you attempt to do any of   these things, this option will immediately become invalid and expire. You   may, however, dispose of this option in your will or it may be transferred   upon your death by the laws of descent and distribution. 

 

Regardless   of any marital property settlement agreement, the Company is not obligated to   honor a notice of exercise from your spouse, nor is the Company obligated to   recognize your spouse’s interest in your option in any other way.
    
	
 
    	
 
    	
 
    
	
Retention   Rights
    	
 
    	
Neither   your option nor this Agreement gives you the right to be retained by the   Company (or any parent, Subsidiaries or Affiliates) in any capacity. The   Company (and any parent, Subsidiaries or Affiliates) reserves the right to   terminate your Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Shareholder   Rights
    	
 
    	
You,   or your estate or heirs, have no rights as a shareholder of the Company until   a certificate for your option’s Shares has been issued (or an appropriate   book entry has been made). No adjustments are made for dividends or other   rights if the applicable record date occurs before your share certificate is   issued (or an appropriate book entry has been made), except as described in   the Plan.
    


 

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Adjustments
    	
 
    	
In   the event of a split, a dividend or a similar change in the Shares, the   number of Shares covered by this option and the option price per Share shall   be adjusted (and rounded down to the nearest whole number) if required   pursuant to the Plan. Your option 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.
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
The   Plan
    	
 
    	
The   text of the Plan is incorporated in this Agreement by reference. Certain   capitalized terms used in this Agreement are defined in the Plan, and have   the meaning set forth in the Plan. 

 

This   Agreement and the Plan constitute the entire understanding between you and   the Company regarding this option. Any prior agreements, commitments or   negotiations concerning this option are superseded.
    
	
 
    	
 
    	
 
    
	
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.

 

By   accepting this option, 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 Optionees, 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 option 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 Doug Tyrell (dtyrell@cubesmart.com)   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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