Exhibit 10.14
Post-Retirement Agreement
Between
Public Storage, Inc. and
B. Wayne Hughes
This agreement is entered into as of March 11, 2004 by and between
Public Storage, Inc., a California corporation ("PSI") and B. Wayne Hughes
("Hughes").
Recitals
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A. Hughes is the co-founder of PSI and served as its chief executive
officer until November 2002 and continues to serve as its chairman of the board.
B. PSI's board of directors wishes to obtain Hughes' continued
commitment to PSI on the terms set forth in this agreement.
Agreement
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Now, Therefore, PSI and Hughes agree as follows:
1. Hughes agrees to be available for up to 50 partial days a year (or a
greater number of days at Hughes' option), including days attending meetings of
PSI's board of directors, when requested by PSI's then current chief executive
officer for consulting services on days and at times convenient to Hughes. Such
services may be rendered in person or by telephone at Hughes' option. Nothing in
this agreement shall obligate Hughes to continue to serve as chairman of the
board or as a director of PSI.
2. PSI agrees to continue to pay Hughes compensation of $60,000 per
year in equal installments payable no less frequently than monthly. Hughes will
not receive additional fees for serving as a director or member of a committee
of PSI's board. PSI will deduct and withhold from all compensation or other
benefits paid to Hughes all amounts required to be deducted or withheld under
any present or future law requiring such deduction and withholding.
3. Subject to satisfaction of the applicable eligibility requirements,
Hughes will continue to be entitled to all employee benefits which PSI may make
generally available from time to time for its employees, including those
available, if any, under any group insurance or profit sharing or retirement
plans. Hughes will not, however, participate in the Company's 2003 Stock Option
and Incentive Plan (or any successor plan).
4. PSI will continue to reimburse Hughes for those properly documented
travel or similar expenditures incurred by Hughes that PSI determines are
reasonably necessary for the proper discharge of Hughes' duties under this
agreement.
5. PSI will either (1) continue to pay for and lease for Hughes' use a
car of the same type as leased for his use while he served as PSI's chief
executive officer or (2) provide him with a comparable car allowance for the
same type of car.
6. PSI will continue to pay for and provide Hughes with an executive
assistant and an office at PSI's headquarters comparable to those provided to
him while he served as PSI's chief executive officer.
7. PSI's obligations under paragraphs 3 and 6 are unconditional without
regard to Hughes' inability to perform services under paragraph 1 of this
agreement as a result of his death or disability.
8. The term of this agreement is through December 31, 2013.
9. PSI and Hughes agree that any dispute between them arising under
this agreement or otherwise will be submitted to final and binding arbitration
under the auspices of the American Arbitration Association, and not to any other
forum. The parties will be permitted to conduct reasonable discovery consistent
with that available to litigants in civil actions filed in court.
10. This agreement is the sole agreement between Hughes and PSI with
respect to Hughes' services and activities for PSI, and supersedes all prior
agreements and understandings with respect thereto. No modification or addition
to any provision of this agreement will be binding unless in writing and signed
by both parties. Nothing contained in this agreement, express or implied, is
intended to confer upon any person, other than PSI and Hughes and their
successors in interest, any rights or remedies under or by reason of this
agreement.
The parties have duly executed this agreement as of the date first
above written.
Public Storage, Inc.
a California corporation
/s/ Ronald L. Havner, Jr.
By: -------------------------
Ronald L. Havner, Jr.
Chief Executive Officer
/s/ B. Wayne Hughes
-------------------------
B. Wayne Hughes
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