Exhibit 10.2
EXTRA SPACE STORAGE
INC.
2004 LONG TERM
INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK AWARD
AGREEMENT
AGREEMENT by and between EXTRA SPACE STORAGE
INC ., a Maryland corporation (the “Company”)
and
(the “Grantee”), dated as of
,
20 .
WHEREAS, the Company maintains the Extra Space
Storage Inc. 2004 Long Term Incentive Compensation Plan (the
“Plan”) (capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto by the
Plan);
WHEREAS, the Grantee is an employee of the
Company; and
WHEREAS, the Company has determined that it is
in the best interests of the Company and its shareholders to grant
Restricted Stock to the Grantee pursuant to the Plan and subject to
the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS
FOLLOWS:
1.
Grant of Restricted Stock .
The
Company hereby grants the Grantee
Shares of Restricted Stock of the Company, subject to the following
terms and conditions and subject to the provisions of the Plan. The
Plan is hereby incorporated herein by reference as though set forth
herein in its entirety.
2.
Restrictions and Conditions .
The
Restricted Stock awarded pursuant to this Agreement and the Plan
shall be subject to the following restrictions and
conditions:
(i)
Subject to the provisions of the Plan and this Agreement, during
the period of restriction with respect to Shares granted hereunder
(the “Restriction Period”), the Grantee shall not be
permitted voluntarily or involuntarily to sell, transfer, pledge,
anticipate, alienate, encumber or assign the Shares (or have such
Shares attached or garnished). Subject to clauses (iii), (iv), (v)
and (vi) below, the Restriction Period shall begin on the date
hereof and lapse on the following schedule:
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Date Restriction Lapses
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Number of Shares
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1
Notwithstanding
the foregoing, unless otherwise expressly provided by the
Committee, the Restriction Period with respect to such Shares shall
only lapse as to whole Shares.
(ii)
Except as provided in the foregoing clause (i), below in this
clause (ii) or in the Plan, the Grantee shall have, in respect of
the Shares of Restricted Stock, all of the rights of a shareholder
of the Company, including the right to vote the Shares and the
right to receive dividends. Certificates for Shares (not subject to
restrictions under the Plan) shall be delivered to the Grantee or
his or her designee promptly after, and only after, the Restriction
Period shall lapse without forfeiture in respect of such Shares of
Restricted Stock.
(iii)
Subject to clauses (iv), (v) and (vi) below, if the Grantee has a
Termination of Service by the Company and its Subsidiaries or by
the Grantee for any reason, during the Restriction Period, then all
Shares still subject to restriction shall thereupon, and with no
further action, be forfeited by the Grantee.
(iv)
Cessation of service as an employee shall not be treated as a
cessation of employment for purposes of this paragraph 2 if the
Grantee continues without interruption to serve thereafter as an
officer or Director of the Company or in such other capacity as
determined by the Company, and the termination of such successor
service shall be treated as the applicable termination.
(v)
If the Grantee is party to an employment agreement which provides
that Shares subject to restriction shall be subject to terms other
than those set forth above, the terms of such employment agreement
shall apply with respect to the Shares granted hereby and shall, to
the extent applicable, supersede the terms hereof.
(vi)
In the event that a Change of Control occurs during the Restriction
Period, then all restrictions on Shares shall thereupon, and with
no further action immediatel
