Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Employment Agreement”) is entered into as of the
day of
,
, among Sovran Self Storage, Inc., a Maryland corporation and
Sovran Acquisition Limited Partnership, a Delaware limited
partnership (the “Corporation” or the
“Partnership”, respectively and collectively the
“Company”), and
(the “Employee”).
W
I T N E S S E T H :
WHEREAS, the Employee is a valuable
employee of the Company and an integral part of its management
team;
WHEREAS, the Company wishes to
attract and retain well-qualified personnel and to assure
continuity of management, which will be essential to its ability to
evaluate and respond to any actual or threatened Change in Control
(as defined below) in the best interests of shareholders;
WHEREAS, the Company understands that
any actual or threatened Change in Control will present significant
concerns for the Employee with respect to his financial and job
security;
WHEREAS, the Company wishes to
encourage the Employee to continue his career and services with the
Company for the period during and after an actual or threatened
Change in Control and to assure to the Company the Employee’s
services during the period in which such a Change in Control is
threatened; and
WHEREAS, the Board of Directors of
the Corporation (the “Board”) and the Partnership have
determined that it would be in the best interests of the Company
and its shareholders and partners to assure continuity in the
management of the Company in the event of a Change in Control by
entering into an employment continuation and noncompete agreement
with Employee;
NOW, THEREFORE, in consideration of
the mutual promises herein contained, the parties agree as
follows:
1. Employment .
(a) The
Company hereby employs the Employee and the Employee hereby accepts
such employment, on the terms and subject to the conditions
hereinafter set forth.
(b) During
the term of this Employment Agreement, the Employee shall devote
his entire business time and all reasonable efforts to his
employment in that capacity with such other duties as may be
reasonably requested from time to time by the Officers of the
Company.
2. Compensation .
The Company will pay Employee the
salary and provide the benefits as determined from time to
time.
3. Term .
This Employment Agreement shall have
a continuous term until terminated as provided in
Paragraph 4.
4. Termination .
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(a) This
Employment Agreement will terminate upon Employee’s death or
retirement.
(b) The
Company may terminate this Employment Agreement upon at least
thirty (30) days’ written notice in the event of
Employee’s “disability.” For purposes of this
Employment Agreement, the Employee’s “disability”
shall be deemed to have occurred only after ninety (90) days
in the aggregate during any consecutive twelve (12) month
period, the Employee, by reason of his physical or mental
disability or illness, shall have been unable to substantially
discharge his duties under this Employment Agreement.
(c) The
Company may terminate this Employment Agreement for
“cause.” For purposes of this Employment Agreement,
“cause” shall mean
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(i) |
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The Employee’s fraud, commission of a felony, commission
of an act or series of acts of dishonesty which are inimical to the
best interests of the Company, or the Employee’s willful and
substantial failure to perform his duties under this Employment
Agreement; or |
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(ii) |
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The Employee’s breach of any material provision of this
Employment Agreement; or |
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(iii) |
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The Employee’s commission of an act of moral turpitude,
dishonesty or fraud which would render his continued employment
materially damaging or detrimental to the Company. |
(d) The
Company may terminate this Employment Agreement without cause by
notifying Employee in writing of its election to terminate at least
thirty (30) days before the effective date of
termination.
(e) After
a Change In Control (as defined below), Employee may terminate this
Employment Agreement for “good reason.” “Good
reason” shall exist if:
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(i) |
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the Company materially changes the Employee’s duties and
responsibilities; |
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(ii) |
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the Employee’s place of employment or the principal
executive offices of the Company are located more than thirty
(30) miles from the geographical center of Williamsville, New
York; |
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(iii) |
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the Company diminishes the salary, fringe benefits or other
compensation being paid to the Employee; |
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(iv) |
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there occurs a material breach by the Company of any of its
obligations under this Employment Agreement, which breach has not
been cured in all material respects within thirty (30) days
after the Employee gives notice thereof of the Company; |
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(v) |
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the failure of any successor of the Company to furnish the
assurances provided for in Section 7(c). |
(f) This
Employment Agreement may be terminated by mutual agreement of the
Company and the Employee.
(g) Employee
may terminate this Employment Agreement at any time with thirty
(30) days’ written notice to the Company, and the
Company may accelerate the effective date of termination to any
other date up to the date of notice of acceleration.
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(h) The
Company will pay Employee on the effective date of termination all
unpaid compensation at the rate then in effect through the
effective date of termination.
5. Severance
Payments
(a) The
Company will make the severance payments specified in Section 5(b)
or (c) below if this Employment Agreement is terminated
pursuant to Sections 4(d) or (e) hereof.
(b) If
the Employment Agreement is terminated pursuant to Section 4(d)
prior to a “Change In Control” (as defined below), as
severance payments under this Section 5(b), the Company will
pay Employee the severance benefits then in effect under the
Company’s severance policy for all employees.
(c) If
this Employment Agreement is terminated pursuant to Section 4(d) or
(e) within twenty-four (24) months after a Change in
Control of the Company has occurred, the Company shall pay the
Employee a lump sum equal to twice the salary and bonus paid to the
Employee in the prior calendar year. This lump sum shall be paid
within 30 days after the effective date of termination. In
addition, health insurance benefits for the Employee will be
continued for twenty-four (24) months after the effective date of
termination upon substantially the same terms as provided to
Employee immediately before the Change in Control. For the purposes
of this Employment Agreement, a “Change in Control”
shall be deemed to have occurred if any of the following have
occurred:
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(i) |
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either (A) the Corporation shall receive a report on
Schedule 13D, or an amendment to such a report, filed with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the “1934 Act”)
disclosing that any person (as such term is used in Section 13(d)
of the 1934 Act) (“Person”), is the beneficial owner,
directly or indirectly, of twenty (20) percent or more of the
outstanding stock of the Corporation or (B) the Company has
actual knowledge of facts which would require any Person to file
such a report on Schedule 13D, or to mak |
