Exhibit 10.1
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
Table of Contents
Tab No.
Section 1. Purpose
1
Section 2. Definitions.
1
Section 3. Administration.
5
Section 4. Shares Available For Awards.
7
Section 5. Eligibility
8
Section 6. Stock Options And Share Appreciation Rights.
8
Section 7. Restricted Shares And Restricted Share Units.
11
Section 8. Performance Awards.
12
Section 9. Other Share-Based Awards
13
Section 10. Non-Employee Trustee Awards
13
Section 11. Provisions Applicable To Covered Officers And Performance Awards.
13
Section 12. Termination Of Employment
15
Section 13. Change In Control
15
Section 14. Amendment And Termination.
15
Section 15. General Provisions.
16
Section 16. Term Of The Plan.
19
U-STORE-IT TRUST
2007 EQUITY INCENTIVE PLAN
ADOPTED February 20, 2007
APPROVED BY SHAREHOLDERS May 8, 2007
SECTION 1.
PURPOSE.
THIS PLAN SHALL BE KNOWN AS THE "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 DEFINED IN
RULE 12B-2 PROMULGATED UNDER SECTION