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.
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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-share dividend paid on the Shares.
5. REQUIREMENTS OF LAW.
The Trust shall not be required to deliver any Shares under this
Restricted Share Unit Agreement if the delivery of such Shares would constitute
a violation by the Grantee or by the Trust 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 Trust shall
determine, in its discretion, that the listing, registration or qualification of
any Shares 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 Shares
hereunder, the Restricted Share Units shall not vest in whole or in part unless
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such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Trust.
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 Shares, the Trust shall not be required to deliver
such Shares unless the Trust has received evidence satisfactory to it that the
Grantee may acquire such Shares pursuant to an exemption from registration under
such Act. Any determination in this connection by the Trust shall be final,
binding, and conclusive. The Trust 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 Trust shall not be obligated to
take any affirmative action in order to cause the delivery of Shares 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
Share Units shall not vest unless and until the Shares are registered or are
subject to an available exemption from registration, the vesting of the
Restricted Share 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 Trust, 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 Share
Units. At the termination of the Restricted Period, the Grantee shall pay to the
Trust, the Partnership or the Subsidiary, as applicable, any amount that the
Trust, the Partnership or the Subsidiary may reasonably determine to be
necessary to satisfy such withholding obligation. Subject to the prior approval
of the Trust, the Partnership or the Subsidiary, as applicable, which may be
withheld by the Trust, 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 Trust, the Partnership or the Subsidiary to withhold Shares
otherwise deliverable or (ii) by delivering to the Trust, the Partnership or the
Subsidiary Shares already owned by the Grantee. The Shares so delivered or
withheld shall have a fair market value equal to such withholding obligations.
The Fair Market Value of the Shares used to satisfy such withholding obligation
shall be determined by the Trust, 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 or her
withholding obligation only with Shares 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 Trust, 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 Trust (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 Share
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
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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
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 Trust 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 Trust, the Partnership, any Subsidiary
or any affiliate, or to interfere in any way with the right and authority of the
Trust, 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 Trust, 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
Share Unit Agreement to be duly executed as of the date first above written.
PUBLIC STORAGE
By:___________________________________________
GRANTEE:
______________________________________________
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