EX-10.4



 







Exhibit 10.4

Option No.:  76 




U-STORE-IT TRUST

2004 EQUITY INCENTIVE PLAN

NONQUALIFIED SHARE OPTION AGREEMENT



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

Grant Date: June 5, 2006

Name of Optionee: Christopher P. Marr

Optionee’s Social Security Number:

Number of Shares Covered by Option: 150,000

Option Price per Share: $17.04

Vesting Start Date: June 5, 2006




     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:	 	/s/ Christopher P. Marr
 	 	 
	 	 	(Signature)	 	 
	 	 	Name: 	 Dean Jernigan 	 	 
	 
	 	 	 
	Company:	 	  /s/ Dean Jernigan
 	 	 
	 	 	(Signature)	 	 
	 	 	Name: 	  Dean Jernigan	 
	 	 	Title: 	President and Chief Executive Officer 	 
	 


Attachment

This is not a share certificate or a negotiable instrument.




 









 








U-STORE-IT TRUST

2004 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-fifth
(1/5) of the total number of Shares
covered by this option, as shown on
the cover sheet, on each of the
first five anniversaries of the
Vesting Start Date (each an
“Anniversary Date”), provided you
then continue in Service. 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 a voluntary
resignation without Good Reason,
then your option expires at the
close of business at Company
headquarters on the 90th day after
your termination date.






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	Termination for

Cause or Resignation

without Good Reason

	 	If your Service is terminated for Cause or you voluntarily resign
without Good Reason, 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 at the close of business
at Company headquarters on the date twelve (12) months after the
date of death. During that twelve month period, 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 date twelve (12) months after
your termination date. In such a case, during the period following
your death up to the date twelve (12) months after your termination
date, 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 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 you went on employee leave, 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






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	 	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:


•   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. 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.






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	Retention Rights

	 	Neither your option nor this Agreement give 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)
reserve 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.
	 
	 	 
	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






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	 	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 Tedd Towsley at 440-260-2224
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.