Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of
August 28, 2008 (the "Effective Date"), by and between Extra Space Storage Inc.
("REIT") and Extra Space Storage LP, with their principal place of business at
2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 (the
"Operating Partnership"), and Kenneth M. Woolley, residing at the address set
forth on the signature page hereof (the "Executive").
WHEREAS, the REIT and Executive are parties to an Employment Agreement dated
July 27, 2004 (the "Prior Agreement");
WHEREAS, Executive has been providing services to both the REIT and the
Operating Partnership (collectively the "Company") as an employee; and
WHEREAS, the Company wishes to continue employing the Executive, and the
Executive wishes to continue to be employed, on the terms set forth below:
Accordingly, the parties hereto agree as follows:
1.
TERM. THE COMPANY HEREBY AGREES TO
CONTINUE EMPLOYING THE EXECUTIVE FOR AN INITIAL TERM (THE "INITIAL TERM")
COMMENCING AS OF THE DATE HEREOF AND CONTINUING FOR A THREE-YEAR PERIOD, UNLESS
SOONER TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4 OR SECTION 5;
PROVIDED, HOWEVER, UPON THE EXPIRATION OF THE INITIAL TERM, SUCH EMPLOYMENT WILL
CONTINUE FOR SUCCESSIVE ONE-YEAR PERIODS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT (SUBJECT TO TERMINATION AS AFORESAID) UNLESS EITHER PARTY NOTIFIES THE
OTHER PARTY OF NON-RENEWAL IN WRITING PRIOR TO 90 DAYS BEFORE THE EXPIRATION OF
THE INITIAL TERM AND EACH SUBSEQUENT ANNUAL RENEWAL, AS APPLICABLE (THE PERIOD
DURING WHICH THE EXECUTIVE IS EMPLOYED HEREUNDER BEING HEREINAFTER REFERRED TO
AS THE "TERM").
2.
DUTIES. DURING THE TERM, THE EXECUTIVE
SHALL BE EMPLOYED BY THE COMPANY AS CHIEF EXECUTIVE OFFICER AND, AS SUCH, THE
EXECUTIVE SHALL FAITHFULLY PERFORM THE DUTIES OF SUCH OFFICES AND SHALL PERFORM
SUCH OTHER DUTIES OF AN EXECUTIVE, MANAGERIAL OR ADMINISTRATIVE NATURE AS SHALL
BE SPECIFIED AND DESIGNATED FROM TIME TO TIME BY THE BOARD (INCLUDING, WITHOUT
LIMITATION, THE PERFORMANCE OF DUTIES FOR AFFILIATES AND SUBSIDIARIES OF THE
COMPANY). DURING THE TERM EXECUTIVE SHALL ALSO SERVE AS THE CHAIRMAN OF THE
BOARD OF THE REIT. EXCLUDING ANY PERIODS OF VACATION AND OR OTHER LEAVE TO WHICH
THE EXECUTIVE IS ENTITLED, THE EXECUTIVE SHALL DEVOTE SUBSTANTIALLY ALL OF HIS
BUSINESS TIME AND EFFORT TO THE PERFORMANCE OF HIS DUTIES HEREUNDER; PROVIDED
THAT IN NO EVENT SHALL THIS SENTENCE PROHIBIT THE EXECUTIVE FROM PERFORMING
PERSONAL AND CHARITABLE ACTIVITIES, AND ANY OTHER BUSINESS INTERESTS AS MAY BE
APPROVED BY THE BOARD. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT TO THE EXTENT
THAT ANY SUCH ACTIVITIES HAVE BEEN CONDUCTED BY THE EXECUTIVE PRIOR TO THE
EFFECTIVE DATE, THE CONTINUED CONDUCT OF SUCH ACTIVITIES (OR THE CONDUCT OF
ACTIVITIES SIMILAR IN NATURE AND SCOPE THERETO) SUBSEQUENT TO THE EFFECTIVE DATE
SHALL NOT THEREAFTER BE DEEMED TO INTERFERE WITH THE PERFORMANCE OF THE
EXECUTIVE'S RESPONSIBILITIES TO THE COMPANY; PROVIDED THAT NO SUCH ACTIVITY THAT
VIOLATES ANY WRITTEN NON-COMPETITION AGREEMENT BETWEEN THE PARTIES SHALL BE
PERMITTED.
3.
COMPENSATION.
3.1
Salary. The