Exhibit  10.48

 

Grant No.:    

 

CUBESMART
 2007 EQUITY INCENTIVE PLAN
 (As Amended and Restated, Effective June 2, 2010)

 

PERFORMANCE-VESTED RESTRICTED SHARE UNIT AGREEMENT

 

This is a Performance-Based Restricted Share Unit Award (the “Award”) from CubeSmart, A Maryland real estate investment trust (the “Company”) to the Grantee named below (the “Grantee”), subject to the vesting conditions set forth in the attachments.  Upon the vesting of the Performance-Based Restricted Share Units under this Award, the Company will deliver one common shares of beneficial interest, $.01 par value (a “Share”), of the Company to the Grantee for each vested Performance-Based Restricted Share Unit.  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.

 

Grant Date:  
 Name of Grantee:  
 Number of Performance-Based Restricted Stock Units Covered by Grant, subject to satisfaction of the applicable performance conditions:

 

	
Maximum:
    	
                                      
    	
(2x   Target)
    
	
Target:
    	
                                      
    	
 
    
	
Threshold:
    	
                                      
    	
(1/2x   Target)
    


 

Performance Period:  January 1, 20    — December 31, 20  

 

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:
    	
 
    
	
 
    	
 
    	
 
    


 











 

CUBESMART
 2007 EQUITY INCENTIVE PLAN
 PERFORMANCE-VESTED RESTRICTED SHARE UNIT AGREEMENT

 

	
Restricted   Share Units/Non-transferability
    	
 
    	
This   grant is a Performance Award for up to the maximum number of Restricted Share   Units (“RSUs”) set forth on the cover sheet subject to the vesting conditions   described below. Each RSU represents the right to delivery of a Share upon   satisfaction of the vesting conditions. Your RSUs are restricted and may not   be transferred, assigned, pledged or hypothecated, whether by operation of   law or otherwise, nor may the Shares potentially subject to delivery upon   vesting of RSUs be made subject to execution, attachment or similar process.
    
	
 
    	
 
    	
 
    
	
Vesting   of RSUs
   and Issuance of Shares
    	
 
    	
The   Company will issue one Share in your name with respect to each RSU that vests   pursuant to the terms of this Performance-Vested Restricted Share Agreement   at the expiration of the Performance Period, or such earlier time as RSUs may   vest under this Award.

 

Your   right to the Shares under this Performance-Vested Restricted Share Unit   Agreement vests up to the maximum number of Shares covered by this grant, as   shown on the cover sheet, on the last day of the Performance Period, provided   that you continue in Service through the last day of the Performance Period.   The number of RSUs that vest, if any, and the number of Shares deliverable   following vesting shall be based on the Company’s total shareholder return   (appreciation in share price and dividends) (“TSR”), as measured by the   average closing stock price during the thirty (30) trading days immediately   preceding the first day of the performance period and the average closing   stock price during the last thirty (30) trading days of the Performance   Period, plus aggregate dividends, compared to the TSR of the peer group   (consisting of all equity REIT’s) as set forth below: 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
If the Company’s TSR for the Performance
   Period falls in the:
    	
 
    	
The number of RSUs
   that vest shall be:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upper   Quartile (75 percentile and above)
    	
 
    	
200%   of Target
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Third   Quartile (50th  to 74th percentile)
    	
 
    	
Target
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Second   Quartile (25th  to 49th percentile)
    	
 
    	
50%   of Target
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Lower   Quartile (below 25th percentile)
    	
 
    	
0%
    
						


 

	
 
    	
 
    	
The   number of shares that vest for results (i) above the 25th percentile but less than the 50th percentile and (ii) above the 50th percentile but less than the 75th percentile, will be interpolated.
    


 

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Dividends
    	
 
    	
On   each of the Company’s dividend payment dates during the Performance Period,   the Company shall credit to a bookkeeping account, solely for the purposes of   recordkeeping, a number of RSUs equal to the quotient of (x) divided by   (y), where (x) is an amount equal to the dividends payable with respect   to the maximum number of Shares listed on the cover sheet, and (y) is   the closing price of Shares on such dividend payment date, rounded to the   nearest whole unit. As of the last day of the Performance Period (or any   earlier vesting date as may be provided for under this Award), RSUs credited   to the bookkeeping account (“Dividend RSUs”) shall vest, if at all, to the   extent of the product of (a) times (b) where (a) is the total   number of Dividend RSUs and (b) is a fraction, the numerator of which is   the number of other RSUs that vest under this Award and the denominator of   which is the maximum number of Shares listed on the cover sheet.
    
	
 
    	
 
    	
 
    
	
Termination   of Service Due to Death, Disability, Company-Initiated Termination of Service   Without Cause
    	
 
    	
If   you terminate Service due to death, disability, or a Company-initiated   termination of Service without Cause, a pro-rated share of your RSUs will   vest on the last day of the Performance Period, equal to the product of   (x) times (y), rounded to the nearest whole unit, where (x) is the   number of RSUs that would have vested on the last day of the Performance   Period as determined on the same basis as if you had continued in active   Service through the last day of the Performance Period, and (y) is a   fraction, the numerator of which is the number of days that elapse from   January 1, 20     to the date on which you terminate   Service, and the denominator of which is 1,095, provided further that if you   terminate Service because of a Company-initiated termination of Service   without Cause, vesting of your RSUs is also conditioned on your continued   adherence to all restrictive covenants and confidentiality obligations you   have to the Company or any of its Subsidiaries or Affiliates.
    
	
 
    	
 
    	
 
    
	
Change   In Control
    	
 
    	
In   the event of a Change in Control before the last day of the Performance   Period, the number of RSUs subject to this Award shall be fixed at the Target   number of RSUs listed on the cover sheet. The Target number of RSUs shall   vest if you continue in service through the last day of the Performance   Period, provided that the Target number of RSUs shall vest on the date your   Service terminates if your Service terminates because of a Company-initiated   termination of Service without Cause, or your voluntary resignation with Good   Reason. If your Service terminates because of your death or disability after   a Change in Control and before the last day of the Performance Period, a   pro-rated share of your RSUs will vest on the last day of the Performance   Period, equal to the product of (x) times (y), rounded to the nearest   whole unit, where (x) is the Target number of RSUs, and (y) is a   fraction, the numerator of which is the number of days that elapse from   January 1, 20     to the date on which you terminate   Service, and the denominator of which is 1,095.
    


 

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Forfeiture   of Unvested Shares
    	
 
    	
Except   as provided pursuant to the terms of any Employment Agreement between you and   the Company or in the provisions of this Award relating to Change in Control,   in the event that your Service terminates for any reason other than death,   disability, or a Company-initiated termination of Service without Cause before   the last day of the Performance Period, you will forfeit to the Company all   of the Shares subject to this grant that have not yet vested.
    
	
 
    	
 
    	
 
    
	
Repayment
    	
 
    	
If   it is determined by the Board that your gross negligence, intentional   misconduct or fraud caused or partially caused the Company to have to restate   all or a portion of its financial statements, the Board, in its sole   discretion, may, to the extent permitted by law and to the extent it   determines in its sole judgment that it is in the best interests of the   Company to do so, require repayment of Shares delivered pursuant to the   vesting of RSUs, or to effect the cancellation of unvested RSUs, if   (i) the vesting of RSUs was calculated based upon, or contingent on, the   achievement of financial or operating results that were the subject of or   affected by the restatement, and (ii) the extent of vesting of RSUs   would have been less had the financial statements been correct. You also   agree that the Board has the authority to amend this provision relating to repayment   to the extent it reasonably determines that such an amendment is required to   comply with the Dodd—Frank Wall Street Reform and Consumer Protection Act, or   any other applicable law relating to repayment of compensation following the   restatement of financial statements by a public company.
    
	
 
    	
 
    	
 
    
	
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.
    
	
 
    	
 
    	
 
    
	
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   do not have any of the rights of a shareholder with respect to the RSUs   unless and until the Shares relating to the RSUs vest. You do not have the   right to make an election pursuant to Section 83(b) of the Internal   Revenue Code of 1986, as amended.
    


 

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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 grant may be adjusted (and rounded down to   the nearest whole number) pursuant to the Plan. Your 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.

 

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.
    


 

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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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