Exhibit 10.1
AMENDED AND RESTATED
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
Table of Contents
Tab No.
Section 1.
Purpose
1
Section 2.
Definitions
1
Section 3.
Administration
7
Section 4.
Shares Available For Awards
9
Section 5.
Eligibility
10
Section 6.
Stock Options And Share Appreciation Rights
10
Section 7.
Restricted Shares And Restricted Share Units
12
Section 8.
Performance Awards
14
Section 9.
Other Share-Based Awards
15
Section 10.
Non-Employee Trustee Awards
15
Section 11.
Provisions Applicable To Covered Officers And Performance Awards
15
Section 12.
Termination Of Employment
17
Section 13.
Change In Control
17
Section 14.
Amendment And Termination
17
Section 15.
General Provisions
18
Section 16.
Term Of The Plan
21
AMENDED AND RESTATED
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
(As amended and restated effective June 2, 2010)
SECTION 1.
PURPOSE.
THIS PLAN SHALL BE KNOWN AS THE "AMENDED AND
RESTATED U-STORE-IT TRUST 2007 EQUITY INCENTIVE PLAN" (THE "PLAN").
THE PURPOSE
OF THE PLAN IS TO PROMOTE THE INTERESTS OF U-STORE-IT TRUST, A MARYLAND REAL
ESTATE INVESTMENT TRUST (THE "COMPANY"), ITS SUBSIDIARIES AND ITS SHAREHOLDERS
BY (I) ATTRACTING AND RETAINING KEY OFFICERS, EMPLOYEES, AND TRUSTEES OF, AND
CONSULTANTS TO, THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES; (II) MOTIVATING
SUCH INDIVIDUALS BY MEANS OF PERFORMANCE-RELATED INCENTIVES TO ACHIEVE
LONG-RANGE PERFORMANCE GOALS; (III) ENABLING SUCH INDIVIDUALS TO PARTICIPATE IN
THE LONG-TERM GROWTH AND FINANCIAL SUCCESS OF THE COMPANY; (IV) ENCOURAGING
OWNERSHIP OF STOCK IN THE COMPANY BY SUCH INDIVIDUALS; AND (V) LINKING THEIR
COMPENSATION TO THE LONG-TERM INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS.
WITH RESPECT TO ANY AWARDS GRANTED UNDER THE PLAN THAT ARE INTENDED TO COMPLY
WITH THE REQUIREMENTS OF "PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) OF THE CODE, THE PLAN SHALL BE INTERPRETED IN A MANNER CONSISTENT
WITH SUCH REQUIREMENTS.
SECTION 2.
DEFINITIONS.
(A)
RULES OF CONSTRUCTION.
AS USED IN THIS PLAN: (I) UNLESS
OTHERWISE SPECIFIED, ALL DEFINED TERMS IN THE SINGULAR SHALL HAVE COMPARABLE
MEANINGS WHEN USED IN THE PLURAL AND VICE-VERSA; (II) ALL PRONOUNS AND ANY
VARIATIONS THEREOF SHALL BE DEEMED TO REFER TO MASCULINE, FEMININE OR NEUTER,
SINGULAR OR PLURAL, AS THE IDENTITY OF THE PERSON OR PERSONS MAY REQUIRE;
(III) THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING" WILL BE DEEMED TO BE
FOLLOWED BY THE PHRASE "WITHOUT LIMITATION," WHETHER OR NOT SUCH PHRASE IS
INCLUDED THEREIN; (IV) UNLESS OTHERWISE SPECIFIED IN THE COMPUTATION OF A PERIOD
OF TIME FROM A DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND
INCLUDING," AND THE WORDS "TO" AND "UNTIL" EACH MEAN "TO BUT EXCLUDING"; AND
(V) REFERENCES TO ALL DOCUMENTS, CONTRACTS, AGREEMENTS OR INSTRUMENTS SHALL
INCLUDE ANY AND ALL SUPPLEMENTS AND AMENDMENTS THERETO.
(B)
DEFINITIONS.
SUBJECT TO THE PROVISIONS OF SECTION 2(A) ABOVE,
ALL INITIALLY CAPITALIZED WORDS AND PHRASES USED IN THIS PLAN HAVE THE FOLLOWING
MEANINGS:
"AFFILIATE" SHALL MEAN (I) ANY ENTITY THAT, DIRECTLY OR INDIRECTLY, IS
CONTROLLED BY THE COMPANY, (II) ANY ENTITY IN WHICH THE COMPANY HAS A
SIGNIFICANT EQUITY INTEREST, (III) AN AFFILIATE OF THE COMPANY, AS