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Exhibit 10.30
PUBLIC STORAGE
2007 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION
PLAN
FORM OF RESTRICTED SHARE UNIT AGREEMENT
THIS RESTRICTED SHARE UNIT AGREEMENT is entered into as of
____________, by and between Public Storage (the "Trust"), and
______________,
(the "Grantee").
Recitals:
WHEREAS, the Public Storage 2007 Equity and Performance-Based
Incentive
Compensation Plan (the "Plan") has been duly approved by the
Board of Trustees
of the Trust and the shareholders of the Trust;
WHEREAS, under the Plan the Trust is authorized to issue, inter
alia,
Restricted Share Units relating to shares of common shares of
beneficial
ownership of the Trust, par value $.10 per share (the "Shares");
and
WHEREAS, the Trust desires to grant Restricted Share Units to
the
Grantee under the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual benefits
hereinafter
provided, and each intending to be legally bound, the Trust and
the Grantee
hereby agree as follows:
1. GRANT OF RESTRICTED SHARE UNITS.
The Trust hereby grants to the Grantee __________ Restricted
Share
Units, subject to the terms of this Restricted Share Unit
Agreement and the
Plan. The Grant Date of the Restricted Share Units is
_____________________. All
terms and conditions of the Plan are hereby incorporated into
this Agreement by
reference and shall be deemed to be part of this Agreement,
without regard to
whether such terms and conditions are not otherwise set forth in
this Agreement.
To the extent that any capitalized words used in this Agreement
are not defined,
they shall have the definitions stated for them in the Plan. In
the event that
there is any inconsistency between the provisions of this
Agreement and the
provisions of the Plan, the provisions of the Plan shall
govern.
2. VESTING OF RESTRICTED SHARE UNITS.
2.1. SERVICE REQUIREMENT.
Rights in respect of [ ]% of the number of Restricted Share
Units
specified in Section 1 above shall vest on each of the [ ]
anniversary[ies] of
the Grant Date, provided that the Grantee is in service on the
applicable
vesting date. As used herein, "service" shall mean service to
the Trust, a
Subsidiary or the Partnership as an employee, Trustee,
consultant, service
provider or independent contractor. For purposes of this
Agreement, termination
of service would not be deemed to occur if the Grantee, after
terminating
service in one capacity, continues to provide service to the
Trust, any
Subsidiary, the Partnership or any affiliate of the Trust in
another capacity.
1
<PAGE>
Termination of service is sometimes referred to below as
termination of
employment or other relationship with the Trust. As used herein,
references to
the "Trust" shall be deemed to include its Subsidiaries and
affiliates,
including the Partnership. The period during which the
Restricted Share Units
have not vested and therefore are subject to a substantial risk
of forfeiture is
referred to below as the Restricted Period.
2.2. RESTRICTIONS ON TRANSFER.
The Grantee may not sell, transfer, assign, pledge or
otherwise
encumber or dispose of the Restricted Share Units.
2.3. PAYMENT FOR VESTED RESTRICTED SHARE UNITS.
When a portion of the Restricted Share Units shall vest pursuant
to
Section 2.1, the Trust shall, upon payment by the Grantee of the
aggregate par
value of the Shares represented by such Restricted Share Units,
deliver to the
Grantee the number of Shares represented by the Restricted Share
Units which
have vested.
3. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
Upon the termination of the Grantee's employment or other
relationship
with the Trust other than by reason of death or permanent and
total disability,
any Restricted Share Units held by the Grantee that have not
vested shall
terminate immediately, and the Grantee shall forfeit any rights
with respect to
such Restricted Share Units. If the Grantee's employment or
other relationship
with the Trust is terminated because of Grantee's death,
Grantee's legal
guardian, or the executor or administrator of the estate of the
Grantee, or the
person or persons to whom rights under the Restricted Share Unit
Agreement have
passed by bequest or inheritance, as the case may be, shall
immediately be
vested in all Restricted Share Units that have not previously
vested. If the
Grantee's employment or other relationship with the Trust is
terminated because
of the Grantee's permanent and total disability, the Grantee's
Restricted Share
Units shall continue to vest in accordance with the terms of
this Agreement for
a period of one year thereafter. At the end of such one-year
period, any
Restricted Share Units that have not vested shall terminate and
shall be
forfeited.
4. DIVIDEND AND VOTING RIGHTS.
The Grantee shall have none of the rights of a shareholder with
respect
to the Restricted Share Units. The Grantee shall be entitled to
receive, upon
the Trust's payment of a cash dividend on its outstanding
Shares, a cash payment
for each Restricted Share Unit held as of the record date for
such dividend
equal to the per-
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