EX-10.5



 







Exhibit 10.5




     Grant No.:                     



U-STORE-IT TRUST

2004 EQUITY INCENTIVE PLAN

RESTRICTED SHARE AGREEMENT



U-Store-It Trust, 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 2004 Equity
Incentive Plan (the “Plan”).




	 	 	 
	Grant Date: June 5, 2006
	 	 
	Name of Grantee: Christopher P. Marr
	Grantee’s Social Security Number:
	 	 
	Number of Shares Covered by Grant:

	 	52,817





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:	 	/s/ CHRISTOPHER P. MARR
	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	Company:	 	/s/ DEAN JERNIGAN
	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 





Attachments 

This is not a share certificate or a negotiable instrument.




 









 








U-STORE-IT TRUST

2004 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, at the Purchase
Price set forth on the cover sheet,
and 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 issue your
Restricted Shares in your name as of
the Grant Date.


Your right to the Shares under this
Restricted Share Agreement vests as
to the total number of Shares
covered by this grant, as shown on
the cover sheet, on the first five
anniversaries of the date of grant
as follows: thirty-one and one-half
percent (31.5%) (June 5, 2007),
twenty-five and one-half percent
(25.5%) (June 5, 2008), eighteen and
six-tenths percent (18.6%) (June 5,
2009), seventeen and nine-tenths
percent (17.9%) (June 5, 2010) and
six and one-half percent (6.5%)
(June 5, 2011); provided you then
continue in Service with respect to
each such vesting date.


Your right to the Shares under this
Restricted Share Agreement will
become fully vested on your
termination of Services 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,
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

	 	All 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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