Exhibit 10.24
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this
16th day of November, 1995, by and between Storage Equities, Inc., a California
corporation (the "Company"), and B. Wayne Hughes ("Executive").
RECITALS
A. Executive has been serving as Chief Executive Officer of the Company
pursuant to an oral agreement.
B. The Company, together with Public Storage, Inc. and Public Storage
Management, Inc. ("PSMI"), are parties to an Agreement and Plan of
Reorganization dated as of June 30, 1995 (the "Basic Agreement") providing for
the merger of PSMI with and into the Company (the "Merger").
C. Following the Merger, the Company desires to continue the employment of
Executive, and Executive desires to continue to be employed, on the terms and
conditions set forth in this Agreement.
D. The execution and delivery of this Agreement is a condition to the
Company's obligation to consummate the Merger and other transactions pursuant to
the Basic Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective
Time (as defined in Section 2.3 of the Basic Agreement) of the Merger, and shall
expire on the fifth anniversary thereof. Should the employment of Executive
continue after the expiration of such period, Executive shall be subject to all
personnel policies of the Company then applicable to executives without
employment contracts.
2. EMPLOYMENT
2.1 POSITION
The Company hereby agrees to employ
Executive, and Executive agrees to serve, as Chief Executive Officer of the
Company, with the power and authority customary for the chief executive officer
of a similar corporation and such other powers and authority as may be
prescribed by the Board of Directors or Bylaws of the Company. Executive also
agrees to serve as a member and as Chairman of the Board of Directors of the
Company and as a member of any committee of the Board of Directors to which he
may be elected or appointed.
2.2 DUTIES
Executive agrees to devote a substantial
portion of his business time to the affairs of the Company. For this purpose,
the phrase "substantial portion" shall mean all of the time, attention and
effort required to perform the services necessary and appropriate for the
conduct of the Company's business. It is understood that Executive may engage in
other business activities, management of Executive's personal investments and
similar type activities to the extent that they do not inhibit in any material
way or prohibit the performance of his duties under this Agreement, or inhibit
in any material way or conflict with the business of the Company.
3. COMPENSATION AND BENEFITS
3.1 SALARY
The Company shall pay to Executive a base
salary of $60,000 annually in equal installments payable no less frequently than
monthly. The Company shall deduct and withhold from all compensation payable to
Executive all amounts required to be deducted or withheld pursuant to any
present or future law, ordinance, regulation, order, writ, judgment, or decree
requiring such deduction and withholding.
3.2 BENEFITS
Subject to satisfaction of the applicable
eligibility requirements, Executive shall be entitled to all employee benefits
which the Company may make generally available from time to time for its senior
executive employees. Such benefits shall include without limitation those
available, if any, under any group insurance, profit sharing or retirement plans
or sick leave or vacation policies.
4. REIMBURSEMENT OF EXPENSES
The Company shall pay to or reimburse
Executive for those travel, promotional and similar expenditures incurred by
Executive which the Company determines are reasonably necessary for the proper
discharge of Executive's duties under this Agreement and for which Executive
submits appropriate receipts and indicates the amount, date, location and
business character.
5. TERMINATION
5.1 TERMINATION WITHOUT CAUSE
The Company may terminate this Agreement and
the employment of Executive at any time for any reason, or no reason (including
without limitation the Executive's disability as a result of any physical or
mental condition that the Company determines will prevent Executive from
performing the essential functions of the job, with or without reasonable
accommodation) by giving Executive 180 days' written notice. If requested by the
Company to do so, Executive shall continue to perform his duties under this
Agreement during such 180 day period. This Agreement shall automatically and
without further action of the Company terminate on the death of Executive.
5.2 TERMINATION FOR CAUSE
The Company may terminate this Agreement and
the employment of Executive at any time without prior notice for "cause" or in
the event that Executive does not cure a breach of any provision of this
Agreement within five days after the Company delivers demand to Executive to
cure such breach. For this purpose, "cause" shall include, without limitation,
(i) Executive's insubordination, meaning the willful failure to conform to or
conduct himself in accordance with the policies and standards of the Company or
the refusal to perform the duties assigned pursuant to Section 2.2; (ii) the
dishonesty of Executive; (iii) Executive's conviction for a felony or for fraud,
embezzlement or any other act of moral turpitude; (iv) any willful violation by
Executive of laws or regulations applicable to the Company's business; or
(v) Executive's gross negligence or willful misconduct in the performance of his
duties under this Agreement which would adversely affect the business or
reputation of the Company. A termination by Executive at any time after the
occurrence of an event which would constitute cause for termination by the
Company shall be considered a termination by the Company for cause.
5.3 TERMINATION FOR GOOD REASON
Executive may terminate this Agreement and
his employment for "good reason," which shall mean the continual assignment to
Executive of duties and responsibilities inconsistent with his status and
position as Chief Executive Officer of the Company, or any substantial
alteration in the nature of Executive's duties and responsibilities that
inhibits his functioning as Chief Executive Officer of the Company. Such
termination shall become effective five days after Executive has given notice to
the Company specifying the facts deemed to constitute "good reason," unless the
Company within such five-day period has taken corrective action to eliminate the
basis specified by Executive for such termination.
5.4 RETURN OF COMPANY PROPERTY
Within five days after the termination of
employment, Executive shall return to the Company all books, records, forms,
papers and writings relating to the business of the Company including without
limitation proprietary or licensed computer programs, customer lists and
customer data, and/or copies or duplicates thereof in Executive's possession or
under Executive's control. Executive shall not retain any copies or duplicates
of such property and all licenses granted to him by the Company to use computer
programs or software shall be revoked.
6. MISCELLANEOUS
6.1 INJUNCTIVE RELIEF
Executive acknowledges that the services to
be rendered under this Agreement and the items described in Section 5.4 are of a
special, unique and extraordinary character, that it would be difficult or
impossible to replace such services or to compensate the Company in money
damages for a breach of this Agreement. Accordingly, Executive agrees and
consents that if he violates any of the provisions of this Agreement, the
Company, in addition to any other rights and remedies available under this
Agreement or otherwise, shall be entitled to temporary and permanent injunctive
relief, without the necessity of proving actual damages and without the
necessity of posting any bond or other undertaking in connection therewith.
6.2 NONDELEGABLE DUTIES
This is a contract for Executive's personal
services. The duties of Executive under this Agreement are personal and may not
be delegated or transferred in any manner whatsoever.
6.3 ENTIRE AGREEMENT
This Agreement is the only agreement and
understanding between the parties pertaining to the subject matter hereof, and
supersedes all prior agreements, summaries of agreements, descriptions of
compensation packages, discussions, negotiations, understandings,
representations or warranties, whether verbal or written, between the parties
pertaining to such subject matter.
6.4 GOVERNING LAW
The validity, construction and performance of
this Agreement shall be governed by the laws, without regard to the laws as to
choice or conflict of laws, of the State of California.
6.5 AMENDMENT AND WAIVER
This Agreement may be amended, modified or
supplemented only by a writing executed by each of the parties. Either party may
in writing waive any provision of this Agreement to the extent such provision is
for the benefit of the waiving party. No waiver by either party of a breach of
any provision of this Agreement shall be construed as a waiver of any subsequent
or different breach, and no forbearance by a party to seek a remedy for
noncompliance or breach by the other party shall be construed as a waiver of any
right or remedy with respect to such noncompliance or breach.
Exhibit 10.24
6.6 BINDING EFFECT
The provisions of this Agreement shall bind
and inure to the benefit of the parties and their respective successors and
permitted assigns.
6.7 NOTICES
All notices under this Agreement shall be in
writing and shall be deemed given when delivered in person (in the Company's
case, to its Secretary) or 24 hours after deposit thereof in the U.S. mails,
postage prepaid, for delivery as registered or certified mail addressed, in case
of Executive, to him at his last residential address known by the Company and,
in case of the Company, to its corporate headquarters, attention of its
Secretary, or to such other address as Executive or the Company may designate in
writing at any time or from time to time to the other party. In lieu of notice
by deposit in the U.S. mails, a party may give notice by telegram, telex or
telecopy, in which case such notice shall be deemed effective upon receipt.
6.8 HEADINGS
The Section and other headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
COMPANY:
STORAGE EQUITIES, INC.
By: /S/ RONALD L. HAVNER, JR.
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Ronald L. Havner, Jr.
Vice President
EXECUTIVE:
/S/ B. WAYNE HUGHES
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B. WAYNE HUGHES
Exhibit 10.24