Exhibit 99.2
PUBLIC STORAGE, INC.
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT is entered into as of
__________________, by and between Public Storage, Inc. (the "Company"), and
__________________, an employee of the Company, a Subsidiary or a Service
Provider (the "Grantee").
Recitals:
WHEREAS, the Public Storage, Inc. 2001 Stock Option and
Incentive Plan (the "Plan") has been duly approved by the Board of Directors of
the Company and the shareholders of the Company;
WHEREAS, under the Plan the Company is authorized to issue,
inter alia, Restricted Stock Units relating to shares of common stock of the
Company, par value $.10 per share (the "Stock"); and
WHEREAS, the Company desires to grant Restricted Stock 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 Company and
the Grantee hereby agree as follows:
1. GRANT OF RESTRICTED STOCK UNITS.
The Company hereby grants to the Grantee ________Restricted
Stock Units, subject to the terms of this Restricted Stock Unit Agreement and
the Plan. The Grant Date of the Restricted Stock 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 STOCK UNITS.
2.1. SERVICE REQUIREMENT.
Rights in respect of twenty percent (20%) of the number of
Restricted Stock Units specified in Section 1 above shall vest on each of the
first, second, third, fourth and fifth anniversaries 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 Company, a Subsidiary or the Partnership as
an employee, director, 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 Company, any Subsidiary, the Partnership or any affiliate
of the Company in another capacity. Termination of service is sometimes referred
to below as termination of employment or other relationship with the Company. As
used herein, references to the "Company" shall be deemed to include its
Subsidiaries and affiliates, including the Partnership. The period during which
the Restricted Stock Units have not vested and therefore are subject to a
substantial risk of forfeiture is referred to below as the Restricted Period.
1
2.2. RESTRICTIONS ON TRANSFER.
The Grantee may not sell, transfer, assign, pledge or
otherwise encumber or dispose of the Restricted Stock Units.
2.3. PAYMENT FOR VESTED RESTRICTED STOCK UNITS.
When a portion of the Restricted Stock Units shall vest
pursuant to Section 2.1, the Company shall, upon payment by the Grantee of the
aggregate par value of the shares of Stock represented by such Restricted Stock
Units, deliver to the Grantee a certificate for the number of shares of Stock
represented by the Restricted Stock Units which have vested.
3. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
Upon the termination of the Grantee's employment or other
relationship with the Company other than by reason of death or permanent and
total disability, any Restricted Stock Units held by the Grantee that have not
vested shall terminate immediately, and the Grantee shall forfeit any rights
with respect to such Restricted Stock Units. If the Grantee's employment or
other relationship with the Company is terminated because of his death, his
legal guardian, or the executor or administrator of the estate of the Grantee,
or the person or persons to whom rights under the Restricted Stock Unit
Agreement have passed by bequest or inheritance, as the case may be, shall
immediately be vested in all Restricted Stock Units that have not previously
vested. If the Grantee's employment or other relationship with the Company is
terminated because of the Grantee's permanent and total disability, the
Grantee's Restricted Stock 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 Stock 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 Stock Units. The Grantee shall be entitled to
receive, upon the Company's payment of a cash dividend on its outstanding Stock,
a cash payment for each Restricted Stock Unit held as of the record date for
such dividend equal to the per-share dividend paid on the Stock.
5. REQUIREMENTS OF LAW.
The Company shall not be required to deliver any shares of
Stock under this Restricted Stock Unit Agreement if the delivery of such Stock
would constitute a violation by the Grantee or by the Company of any provision
of any law or regulation of any governmental authority, including without
limitation any federal or state securities laws or regulations. If at any time
the Company shall determine, in its discretion, that the listing, registration
or qualification of any Stock upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the delivery of
Stock hereunder, the Restricted Stock Units shall not vest in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company.
Specifically in connection with the Securities Act of 1933 (as now in effect or
as hereafter amended), unless a registration statement under such Act is in
effect with respect to the Stock, the Company shall not be required to deliver
2
such Stock unless the Company has received evidence satisfactory to it that the
Grantee may acquire such Stock pursuant to an exemption from registration under
such Act. Any determination in this connection by the Company shall be final,
binding, and conclusive. The Company may, but shall in no event be obligated to,
register any securities covered hereby pursuant to the Securities Act of 1933
(as now in effect or as hereafter amended). The Company shall not be obligated
to take any affirmative action in order to cause the delivery of Stock pursuant
thereto to comply with any law or regulation of any governmental authority. As
to any jurisdiction that expressly imposes the requirement that the Restricted
Stock Units shall not vest unless and until the Stock is registered or is
subject to an available exemption from registration, the vesting of the
Restricted Stock Units (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.
6. WITHHOLDING OF TAXES.
The Company, the Partnership and any Subsidiary shall have the
right to deduct from payments of any kind otherwise due to the Grantee any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the termination of the Restricted Period with respect to the
Restricted Stock Units. At the termination of the Restricted Period, the Grantee
shall pay to the Company, the Partnership or the Subsidiary, as applicable, any
amount that the Company, the Partnership or the Subsidiary may reasonably
determine to be necessary to satisfy such withholding obligation. Subject to the
prior approval of the Company, the Partnership or the Subsidiary, as applicable,
which may be withheld by the Company, the Partnership or the Subsidiary in its
sole discretion, the Grantee may elect to satisfy such obligations, in whole or
in part, (i) by causing the Company, the Partnership or the Subsidiary to
withhold Stock otherwise deliverable or (ii) by delivering to the Company, the
Partnership or the Subsidiary Stock already owned by the Grantee. The Stock so
delivered or withheld shall have a fair market value equal to such withholding
obligations. The Fair Market Value of the Stock used to satisfy such withholding
obligation shall be determined by the Company, the Partnership or the Subsidiary
as of the date that the amount of tax to be withheld is to be determined. A
Grantee who has made an election pursuant to this Section 6 may satisfy his
withholding obligation only with shares of Stock that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
7. PARACHUTE LIMITATIONS
Notwithstanding any other provision of this Agreement or of
any other agreement, contract, or understanding heretofore or hereafter entered
into by the Grantee and the Company, the Partnership or any Subsidiary, except
an agreement, contract, or understanding hereafter entered into that expressly
modifies or excludes application of this Section (the "Other Agreements"), and
notwithstanding any formal or informal plan or other arrangement heretofore or
hereafter adopted by the Company (or the Partnership or any Subsidiary) for the
direct or indirect compensation of the Grantee (including groups or classes of
participants or beneficiaries of which the Grantee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, the Restricted Stock
Units and any right to receive any payment or other benefit under this Agreement
shall not become vested (i) to the extent that such right to payment or benefit,
taking into account all other rights, payments, or benefits to or for Grantee
under the Plan, all Other Agreements, and all Benefit Arrangements, would cause
any payment or benefit to the Grantee under this Agreement to be considered a
"parachute payment" within the meaning of Section 280G(b)(2) of the Code as then
3
in effect (a "Parachute Payment") and (ii) if, as a result of receiving a
Parachute Payment, the aggregate after-tax amounts received by the Grantee from
the Company under this Agreement, the Plan, all Other Agreements, and all
Benefit Arrangements would be less than the maximum after-tax amount that could
be received by Grantee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of any such right
to exercise, payment, or benefit under this Agreement, in conjunction with all
other rights, payments, or benefits to or for the Grantee under the Plan, any
Other Agreement or any Benefit Arrangement would cause the Grantee to be
considered to have received a Parachute Payment under this Agreement that would
have the effect of decreasing the after-tax amount received by the Grantee as
described in clause (ii) of the preceding sentence, then the Grantee shall have
the right, in the Grantee's sole discretion, to designate those rights,
payments, or benefits under this Agreement, the Plan, any Other Agreements, and
any Benefit Arrangements that should be reduced or eliminated so as to avoid
having the payment or benefit to the Grantee under this Agreement be deemed to
be a Parachute Payment.
8. DISCLAIMER OF RIGHTS.
No provision of this Agreement shall be construed to confer
upon the Grantee the right to be employed by the Company, the Partnership, any
Subsidiary or any affiliate, or to interfere in any way with the right and
authority of the Company, the Partnership, any Subsidiary or any affiliate
either to increase or decrease the compensation of the Grantee at any time, or
to terminate any employment or other relationship between the Grantee and the
Company, the Partnership, any Subsidiary, any Service Provider or any affiliate
of any of the foregoing.
9. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of
California (but not including the choice of law rules thereof).
IN WITNESS WHEREOF, the parties hereto have caused this
Restricted Stock Unit Agreement to be duly executed as of the date first above
written.
PUBLIC STORAGE, INC.
By:
----------------------------------------------
GRANTEE:
-----------------------------------------------------
4