Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
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CubeSmart
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A Letter from our CEO |
NOTICE OF THE 2025 ANNUAL MEETING OF SHAREHOLDERS Notice is hereby given that the 2025 Annual Meeting of Shareholders of CubeSmart will be held on |
TABLE OF CONTENTS 3 Section Page Section Page Summary Meeting Information 4 Pre-Approval Policies and Procedures 26 About CubeSmart 5 Compensation Committee 28 2024 Highlights 6 |
SUMMARY MEETING INFORMATION Meeting Details The 2025 Annual Meeting of Shareholders will be held on |
ABOUT CUBESMART 5 Who We Are We are a self-administered and self-managed real estate investment trust ("REIT") focused primarily on the ownership, operation, development, management, and acquisition of self-storage properties in |
2024 HIGHLIGHTS 6 Overview In 2024, we navigated a challenging fundamental environment to deliver results for shareholders. Our innovative team continued to work diligently to execute across our key strategic objectives of: • Maximizing portfolio cash flows: Our sophisticated platform enabled us to maximize performance as the industry continued to normalize following the peaks during the pandemic in a volatile macro environment. We worked diligently to manage expenses despite the continued inflationary backdrop. • Growing our portfolio of high-quality, well-positioned storage assets: We showcased our ability to find creative investment opportunities in complementary assets in this volatile capital market environment that generate attractive risk-adjusted returns. We continue to deploy capital through targeted development and redevelopment projects that create long-term value in our core markets. • Maintaining a conservative, unsecured balance sheet: Our predominantly fixed-rate balance sheet insulated us from the impact of rising interest rates while leverage remained well below target levels, providing us with significant capacity to fund future external growth. |
EXECUTIVE COMPENSATION HIGHLIGHTS Our executive compensation is designed to attract and retain the best possible executive talent, aligning executive goals with short-term and long-term Company performance. 85% of our CEO's pay and 73% of our other NEOs' pay was incentive-based in 2024, tying our NEOs' compensation to Company and shareholder success. 2024 CEO Compensation 2024 other NEO Compensation For further details on our executive compensation, please see the Named Executive Officer Compensation section of this report on pages 33-58. 7 |
Overview In order to achieve our long-term goals, we strive to be a good corporate citizen. Our core values provide the backbone of our company culture, ensuring that we operate with integrity and genuine care. Our Corporate Responsibility initiatives further support our efforts to grow our business in a sustainable manner that is beneficial to all of our stakeholders while adhering to these core values. Oversight & Risk Management Our Corporate Responsibility initiatives are broadly managed by an internal committee chaired by our Chief Financial Officer which includes senior team members from across major functions of the organization who have the subject-matter expertise to provide input into Corporate Responsibility topics. |
CORPORATE RESPONSIBILITY 9 Social At CubeSmart, we refer to our employees as teammates because collaboration toward shared goals defines our workplace. We care deeply about the experience our teammates have working with us. Our teammate value proposition includes promoting a sense of belonging to a team; providing opportunities to make a meaningful difference at work and in our communities; supporting our teammates' ongoing personal and professional development; and offering competitive pay and rewards. Teammate Engagement In 2024, 91% of our teammates participated in our annual engagement survey. Results are communicated within individual teams to share what we learned and where we have opportunities to improve. We've also invested in an online recognition platform to facilitate meaningful real-time appreciation for the accomplishments of our teammates. At CubeSmart, we respect, value and celebrate the unique attributes, characteristics and perspectives that make each teammate who they are. Our goal for CubeSmart is to be a place where people feel supported, listened to, and able to do their personal best. Teammate Development We believe in building from within and focus on developing our high-potential teammates for future leadership roles. In 2024, 352 teammates were promoted and/or transitioned into new roles to further develop their careers. Our talent management strategy starts with our annual performance review process, which is an opportunity to provide teammates with actionable feedback and an evaluation of performance against individual and organizational goals. We develop our people by offering focused programs that enable them to grow their professional skillset. In 2024, we offered an average of 15 hours of training per teammate and a tuition reimbursement program for those looking to advance their formal education. We work with leaders to build personalized development plans which include both internal and externally developed learning programs. We conduct a formal talent review, regularly review our succession plan, and maintain a formal leadership development program for executive leaders featuring 360-degree feedback and executive coaching. Customers Our customers are the foundation of our business, and we are focused on providing the most positive self-storage customer experience possible. We regularly obtain feedback from our customers through a variety of channels, including surveys and reviews. We take this feedback seriously and use it to improve the overall customer experience. Supply Chain & Human Rights The CubeSmart Human Rights Policy promotes the principles of the United Nations Universal Declaration of Human Rights and states that the Company will not engage in child labor, modeslavery, or other human rights violations while also providing accountability for ethical business conduct. The CubeSmart Code of Ethics, Conduct & Human Rights for Vendors and Suppliers holds those that we work with to these high standards, ensuring that we're doing our part to promote ethical conduct throughout our supply chain. 9 |
Governance We remain committed to strong corporate governance practices and the highest ethical standards, ensuring accountability while effectively managing risk. For further details on our corporate governance, see pages 19 to 31 of this proxy statement. A copy of the policies referenced in the preceding section are available in the Corporate Responsibility section of our investor relations website at investors.cubesmart.com. Such policies are not incorporated by reference into this proxy statement. CORPORATE RESPONSIBILITY 10 |
PROPOSAL 1: ELECTION OF TRUSTEES Our Board is currently comprised of nine Trustees. The term of each Trustee expires at the Annual Meeting. Our Board, upon the recommendation of its |
TRUSTEE NOMINEES 12 |
TRUSTEE NOMINEES 13 |
TRUSTEE NOMINEES 14 |
TRUSTEE NOMINEES 15 |
TRUSTEE NOMINEES 16 Summary of Trustee Skills and Qualifications |
TRUSTEE COMPENSATION The Compensation Committee, with the input of an independent compensation consultant retained by the committee, reviews our Trustee compensation program on an annual basis. Trustees are compensated through an annual cash retainer and an annual equity award. Cash Compensation Independent Trustees were paid an |
TRUSTEE COMPENSATION Trustee Compensation Table Our independent Trustees received the following compensation for the year ended |
CORPORATE GOVERNANCE
Corporate Governance Documents
Our Board maintains Corporate Governance Guidelines and a Code of Business Conduct and Ethics. To view these documents, as well as the charters of each of the Board Committees, please visit our investor relations website at investors.cubesmart.com. Each of these documents is also available in print, free of charge, to any shareholder who requests them in writing to Secretary of CubeSmart, CubeSmart,
The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company's securities, including purchases, sales, and/or dispositions by employees, officers, and Trustees of the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the "Insider Trading Compliance Policy"). The Company's Insider Trading Compliance Policy was filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended
Trustee Independence
NYSE listing standards require listed companies to have a majority of independent board members and to have each of the audit, compensation, and corporate governance & nominating committees comprised solely of independent Trustees. Under the listing standards and other independence requirements of the NYSE, for a Trustee to qualify as "independent," our Board must affirmatively determine that the Trustee has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).
The Board evaluated the status of each Trustee who served on our Board during 2024. In its evaluation of Trustee independence, our Board considers all commercial, charitable and other transactions and relationships (including tenure of Board service) that any Trustee or member of his or her immediate family may have with us, with any of our affiliates, or with any of our consultants or advisers. Our Board applies the same criteria for assessing independence for purposes of each of the
After broadly considering all facts and circumstances, the Board affirmatively determined that each of our Trustees (other than
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Risk Oversight The Audit Committee oversees risks associated with financial and regulatory matters- particularly financial reporting, tax, accounting, cybersecurity, disclosure, internal controls over financial reporting, investment guidelines, material litigation, and credit and liquidity matters. The Compensation Committee oversees risks associated with executive compensation programs and arrangements (including incentive plans) and succession planning. |
CORPORATE GOVERNANCE 21 We face risks associated with security breaches through cyber attacks, cyber intrusions, or otherwise, as well as other significant disruptions of our information technology networks and related systems. The Audit Committee is responsible for overseeing management's risk assessment and risk management processes designed to monitor and control information security risk. A cross-organizational cyber task force meets regularly and management briefs the Audit Committee on information security matters at least once a year. We have adopted and implemented an approach to identify and mitigate information security risks that we believe is commercially reasonable for a real estate company of our size and complexity. We leverage the Critical Security Control Framework developed and maintained by the |
CORPORATE GOVERNANCE 22 Communications with the Board Shareholders and other interested parties may communicate with the Board or with the independent Trustees, as a group or individually, by communicating directly with the Chair of the Board. Please send any correspondence in writing to the "Chair of the Board" c/o Secretary of CubeSmart, |
BOARD COMMITTEE MEMBERSHIP AND MEETINGS Board Meetings Our Board holds regular and special meetings throughout the year. During 2024, the Board held seven meetings. Each Trustee is expected to attend, in person or by telephone, all Board meetings and meetings of Board Committees on which he or she serves. During 2024, each Trustee attended at least 75% of the |
BOARD COMMITTEE MEMBERSHIP AND MEETINGS 2024 Board Membership Summary The table below details membership information for each of the Board Committees and the number of meetings held by each committee during 2024. Member Chair 24 |
The principal purposes of the Audit Committee are to assist the Board in the oversight of: • the integrity of our consolidated financial statements; • our compliance with legal and regulatory requirements; • the qualification and independence of our independent registered public accounting firm; • the performance of our internal audit function and independent registered public accounting firm; and • the Company's risk management policies that relate to the internal financial controls environment, financial reporting and disclosure controls, and cybersecurity. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and is also responsible for reviewing with our independent registered public accounting firm any audit issues or difficulties they encounter during their audit. The Audit Committee is also charged with reviewing our consolidated financial statements, any financial reporting issues, and the adequacy of internal controls with management and our independent registered public accounting firm. The Board determined that |
Respectfully submitted, The Audit Committee of the Board of Trustees John F. Remondi (Chair) Jit Kee Chin John W. Fain Jair K. Lynch Jeffrey F. Rogatz Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") that might incorporate this proxy statement or future filings with the |
permissible non-audit services in excess of the pre-approved fee level, whether or not included on the approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has pre-approved engagements for the performance of certain services, for which the estimated cost for each specified type of service shall not exceed |
COMPENSATION COMMITTEE The principal purposes of the Compensation Committee are to: • review and approve our corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and determine and approve, either as a committee or with our other independent Trustees, the appropriate level and structure of the Chief Executive Officer's compensation; • review and approve, either as a committee or together with our other independent Trustees, the Chief Executive Officer's compensation recommendations for the other NEOs; • review, assess and recommend a succession plan for our Chief Executive Officer; • make recommendations to the Board regarding compensation of Trustees; and • recommend, implement, and administer our incentive and equity-based compensation plans. The Compensation Committee's primary responsibility is to determine and implement our executive compensation policies and practices. In connection with its review of executive compensation levels and structure, the Compensation Committee has authority to recommend approval by the Board of grants of equity-based awards to our NEOs, officers and employees. The Board, however, has the ultimate authority to approve grants of equity-based awards to our NEOs, officers and employees. With respect to compensation of our NEOs other than our Chief Executive Officer, the Compensation Committee considers recommendations made by our Chief Executive Officer. In addition, the Board has delegated to our Chief Executive Officer the authority to make one-time grants of equity-based awards to non-executive, newly hired or promoted, non-officer level employees in an amount not to exceed the equivalent of |
COMPENSATION COMMITTEE 29 benefits program, analyze competitive market compensation practices, develop our compensation peer group, and make recommendations relating to our executive compensation programs. The Compensation Committee assessed the independence of |
CORPORATE GOVERNANCE & NOMINATING COMMITTEE The principal purposes of the |
CORPORATE GOVERNANCE & NOMINATING COMMITTEE • an ability and commitment to comply with all policies of the Company applicable to Trustees. In addition to the minimum qualifications listed above, the |
15 Years with CubeSmart NAMED EXECUTIVE OFFICERS Set forth below is background information on each of our NEOs other than |
NAMED EXECUTIVE OFFICER COMPENSATION Compensation Discussion & Analysis This Compensation Discussion & Analysis describes our executive compensation programs, including the oversight of such programs by our Compensation Committee and the rationale and processes used to determine the compensation for the Company's NEOs and provides a detailed description of those programs. This Compensation Discussion & Analysis, which may include forward-looking statements, should be read together with the compensation tables and related disclosures that follow this section. Overview The Compensation Committee sets corporate goals and objectives with respect to executive compensation, evaluates performance against those goals and objectives, and determines the appropriate level and structure of executive compensation based on its evaluation. In carrying out these duties during 2024, the Compensation Committee considered analyses prepared by its independent compensation consultant. Philosophy and Objectives We desire to build and maintain a superior executive management team to forge our business strategy and lead us to profitable growth. We believe that success in accomplishing these goals will, in part, depend on the effectiveness of our executive compensation programs, which are designed to compensate and reward NEOs for the achievement of corporate goals and desired business results as well as for their individual contributions in the execution of our business strategy. We strive for excellence in corporate and individual performance by tying a significant portion of overall executive compensation to the achievement of our corporate goals. The Compensation Committee believes that the most effective executive compensation programs are designed to reward the achievement of specific annual, long-term, and strategic goals that align executives' interests with those of the shareholders by rewarding performance above established goals, with the ultimate objective of improving shareholder value. Executive Compensation Goals Attract and retain the best possible executive talent Align compensation with long-term value creation Encourage superior performance for all individual NEOs 33 |
NAMED EXECUTIVE OFFICER COMPENSATION 2024 Executive Compensation Program The Compensation Committee engaged FW Cook, an independent compensation consultant, to review our existing compensation and benefits program, analyze competitive market compensation practices, and make recommendations on our 2024 executive compensation program to achieve the objectives described above. Representatives of FW Cook were present at several of the Compensation Committee's meetings and also met with the Compensation Committee in executive session, where no members of management were present. As part of its process of designing and evaluating the competitiveness of our compensation program, the Compensation Committee, after considering the input of FW Cook, identified a peer group of companies for purposes of competitive market comparisons. This peer group is comprised of equity REITs with comparable market capitalizations and who, therefore, compete for executive talent with us. The Compensation Committee reviewed and discussed the compensation data compiled by FW Cook related to this peer group. After considering this data, the desire to retain a superior executive management team, and the tenure and caliber of our NEOs, the Compensation Committee established the 2024 compensation program. 34 |
The Compensation Committee also considers the result of the shareholders' vote on the advisory resolution approving the executive compensation disclosed in our proxy statement. In 2024, this resolution achieved 94% support of the votes that were cast. The resolution has averaged 93% support over the last three years. Considering these factors, the Compensation Committee concluded that no changes were required to be made to the overall structure of the Company's 2024 executive compensation program. NAMED EXECUTIVE OFFICER COMPENSATION Our peer group for the 2024 compensation program is identical to the peer group used for the 2023 compensation program, except for |
NAMED EXECUTIVE OFFICER COMPENSATION After evaluating the foregoing factors, the Compensation Committee recommended the following compensation adjustments for our NEOs. |
NAMED EXECUTIVE OFFICER COMPENSATION Salary Salary is the fixed component of pay and is intended to provide a base level of compensation for our NEOs. Factors considered in determining base salaries include the NEO's scope of responsibilities, a market competitive assessment of similar roles at a peer group of real estate companies, and the performance of the individual NEO. Any increases to the base salaries of our NEOs, other than our Chief Executive Officer, are set by the Compensation Committee after discussions with, and recommendations by, our Chief Executive Officer regarding each individual's accomplishments, areas of strength, and opportunities for development. Any increase to the salary of our Chief Executive Officer is set after each Trustee completes a performance evaluation of the Chief Executive Officer, the results of which are summarized and reviewed by the Chair of the Compensation Committee with Compensation Committee members and with the Chief Executive Officer. In addition, the Compensation Committee considers the linkage of base salaries to other elements of our compensation that are tied to salaries such as severance, change in control benefits, and annual incentive targets. The Chief Executive Officer is not involved in discussions related to his own compensation, even if he is involved in performance evaluation discussions. After review and discussion, the Compensation Committee set the 2024 salaries of our NEOs as follows: |
(1) FFO and NOI are non-GAAP financial measures. See Appendix A to this proxy statement for a discussion of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures. NAMED EXECUTIVE OFFICER COMPENSATION 38 Annual Incentive Annual incentive compensation enables us to align the NEOs to common goals while recognizing individual performance. In |
NAMED EXECUTIVE OFFICER COMPENSATION 39 In addition to the above performance objectives involving financial results and execution of strategy, individual goals (weighted 10%) were focused on system and process improvements, succession planning, engagement and culture, business development, strategic relationships, data platform improvements, customer service offerings, risk management, employee development and other items. The Compensation Committee determined that |
NAMED EXECUTIVE OFFICER COMPENSATION Long-Term Incentive We believe that long-term incentive compensation helps to facilitate talent retention and promote alignment with shareholder interests. The components of our long-term equity incentive compensation are as follows (each representing 1/3 of the award value, with the number of shares based on the applicable accounting grant-date value): Performance Units represent the right to eacommon shares. These units cliff vest and are measured on the third anniversary of the grant date. The number of common shares, if any, deliverable to award recipients depends on our total shareholder retu(measured by reference to the change in our share price plus dividends) over the measurement period compared to the total shareholder retufor a peer group consisting of equity real estate investment trusts. Award recipients also receive common shares representing dividend equivalents that would have been earned during the performance period on the final number of common shares awarded. At the end of the measurement period, the number of base units then represented by the performance units will be converted into common shares, provided that our total shareholder returanking among the peer group is at or above the 25th percentile. If our ranking is below the 25th percentile, then the conversion factor will be zero, no common shares will be awarded, and the performance units will lapse. At any ranking at or above the 25th percentile and up to and including the 50th percentile, the multiplier will be determined through a straight-line interpolation and the conversion factor would be between 50% and 100%. At any ranking above the 50th percentile and below the 75th percentile, the multiplier will be determined through a straight-line interpolation and the conversion factor would be between 100% and 200%. At any ranking at or above the 75th percentile, the multiplier is fixed at 200%. Thus, if our ranking places us at or above the 75th percentile, the payment will be based on the product of the award recipient's base units multiplied by two. Restricted Shares vest ratably over three years beginning on the first anniversary of the date of grant. Dividends are paid on restricted shares prior to vesting. Because we are a REIT, dividends are a key component of our total shareholder return. The Compensation Committee believes that allowing dividends to be paid on outstanding restricted shares further promotes the alignment of NEO goals with shareholder interests. Stock Options vest ratably over three years beginning on the first anniversary of the date of grant. The stock options have a term of 10 years and an exercise price equal to the closing price of our common shares on the date of the grant, which is typically |
NAMED EXECUTIVE OFFICER COMPENSATION In |
NAMED EXECUTIVE OFFICER COMPENSATION Compensation Committee determined that competitive adjustments should be made to our NEO compensation. These adjustments are designed to reflect the market for executive talent, the growth of the Company, and the performance and responsibilities of each NEO. The table below sets forth the base and target compensation levels for 2025 and 2024 for each component of the Company's NEO compensation program. |
NAMED EXECUTIVE OFFICER COMPENSATION
Additional Compensation Principles
Risk Guidelines: The structure of our compensation policies and practices is designed to direct our NEOs towards key long-term goals in the areas of strategy, operations, financial performance, risk mitigation, and individual development. By focusing on the long-term achievement of corporate and personal goals, we discourage our NEOs from engaging in unnecessary and excessive risk-taking. We maintain strong internal financial controls and use effective management processes for developing strategic and annual operating plans and employee development programs. The Compensation Committee oversees an annual risk evaluation with the assistance of its independent compensation consultant and no significant risks were identified in 2024. As a result of our compensation policies and practices, we have concluded that we are not encouraging or creating risks that are reasonably likely to have a material adverse effect on the Company.
Policy on the Grant of Equity Awards: The Board adopted a Policy Statement on the Grant of Equity Awards (the "Equity
Share Ownership Guidelines: We maintain share ownership guidelines for all of our officers to ensure that each officer maintains a material personal financial stake in the Company, aligning the interests of management with the interests of our shareholders. We expect each Company officer to acquire within five years of his or her appointment (and thereafter to maintain ownership of) common shares having a market value equal to at least: five times the annual salary for the President and Chief Executive Officer; three times the annual salary for the other NEOs; 2.25 times the annual salary for all Executive Vice Presidents, 1.75 times the annual salary for all Senior Vice Presidents; and 0.75 times the annual salary for all other officers. All shares directly owned and all vested restricted shares are considered for the share ownership guidelines. Unvested restricted shares and performance units, as well as unexercised options, are not considered for the guidelines. The Board annually reviews progress toward achieving these ownership levels for the NEOs. In
Compensation Recovery: Our compensation recovery policy (the "Clawback Policy") complies with the
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NAMED EXECUTIVE OFFICER COMPENSATION Hedging and Pledging Prohibitions: Our NEOs and Trustees, as well as all employees with the title of Director or above (inclusive of Divisional and Senior Divisional Vice Presidents) are prohibited from hedging their ownership or offsetting any decline in the market value of our shares, including by trading in publicly-traded options, puts, calls and other derivative instruments related to our shares. They are also prohibited from pledging Company securities. Retirement Provisions for Equity Incentive Compensation: The equity award agreements for our NEOs provide for the continued vesting of awards in the event of retirement after reaching the age of 60 and having completed 10 years of service with the Company. NEOs are required to provide six months' notice prior to such retirement and enter into a 24-month Restrictive Covenant Agreement as conditions of qualifying for continued vesting. As of |
NAMED EXECUTIVE OFFICER COMPENSATION CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information for the year ended |
NAMED EXECUTIVE OFFICER COMPENSATION Summary Compensation Table The following table sets forth the summary compensation of the NEOs of the Company for the years ended |
NAMED EXECUTIVE OFFICER COMPENSATION 47 are disclosed in the Nonqualified Deferred Compensation table on page 52. Listed in the table below are the amounts reported in this column for 2024. |
NAMED EXECUTIVE OFFICER COMPENSATION Grants of Plan-Based Awards The following table and narrative provide information about plan-based awards granted during 2024 to the NEOs. These awards consist of annual cash incentives, restricted shares, performance units, and options. The Board approved these awards on |
NAMED EXECUTIVE OFFICER COMPENSATION |
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NAMED EXECUTIVE OFFICER COMPENSATION 51 Christopher P. Marr 96,443 |
NAMED EXECUTIVE OFFICER COMPENSATION 52 Deferrals of Equity Awards As permitted by our equity incentive plan, NEOs may elect to receive restricted share units that settle later than the applicable vesting date, in lieu of restricted shares and performance units. NEOs may elect to defer the settlement of their restricted share units beyond the applicable vesting date. Share settlement will occur on individually-elected distribution dates selected by the NEO at the time of the initial deferral election and will be in the form of one share for each deferred unit. These elections are made by the NEOs prior to the grant of such awards. NEOs receive dividend equivalents (paid in cash) on vested and deferred equity awards during the period of deferral. The following table details the activity related to nonqualified deferred compensation for the year ended |
NAMED EXECUTIVE OFFICER COMPENSATION 53 investment gains or losses after the date of contribution (note that |
NAMED EXECUTIVE OFFICER COMPENSATION 54 and (ii) full acceleration and vesting of the employee's time-based and performance-based awards (based on target performance). Change in Control Severance If we terminate the employee without cause, or the employee terminates for good reason, in either case during the period commencing three months prior to a change of control and ending two years following a change of control (the "Change in Control Protection Period"), the terminated employee is entitled to receive the payments and benefits described above, except that (i) |
NAMED EXECUTIVE OFFICER COMPENSATION 55 parachute payments within the meaning of section 280G of the Code, then we will reduce such payments and benefits to an amount that would avoid any excise taxes under section 4999 of the Code, provided that such reduction would provide the employee with a greater net after-tax benefit than would no reduction. In no event shall any payment under the Severance Plan be grossed up for any excise taxes under Section 4999 of the Code. Estimate of Severance Benefits The following table includes an estimate of the potential payments and benefits to which Messrs. Marr, Martin, Keaton and Foster and |
NAMED EXECUTIVE OFFICER COMPENSATION
NEO |
Termination between 3 months
prior to, and 2 years
after, a Change in
Control (1) |
Termination before
3 months prior to, or
more than 2 years
after, a Change in
Control |
Death or
Disability |
Change in Control (2) |
(1) | Represents the amount payable upon the termination of employment on |
(2) | Represents the value as of |
Pay Versus Performance
Our Chief Executive Officer is our principal executive officer ("PEO"). The following table details, for our PEO and our Non-PEO NEOs (on an average basis), total compensation as set forth in the Summary Compensation Table, "compensation actually paid" as determined under
Summary |
Average Summary Compensation |
Average Compensation |
Value of Initial Fixed Investment Based on: |
|||||
Year |
Compensation Table Total for PEO (1) |
Compensation Actually Paid to PEO (1) (2) |
Table Total for Non-PEO NEOs (3) |
Actually Paid to Non-PEO NEOs (2) (3) |
Company TSR (4) |
TSR (4) |
Net Income (in thousands) |
FFO per share, as adjusted (5) |
2024 | ||||||||
2023 | ||||||||
2022 | ||||||||
2021 | ||||||||
2020 |
(1) |
(2) | Amounts represent "compensation actually paid" for the relevant fiscal year, as determined under |
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NAMED EXECUTIVE OFFICER COMPENSATION
Year | NEO Type |
Summary
Compensation
Table Total |
Subtract Equity
Awards |
Add Year-End
Fair Value of
Current Year Equity
Awards (a) |
Change in Value
of Prior
Equity Awards (a) |
Change in Value of
Equity Awards that
Vested in Current
Year (a) |
Total Compensation
Actually Paid |
2024 | PEO | ( |
( |
- | |||
Non-PEO | ( |
( |
- | ||||
2023 | PEO | ( |
- | ||||
Non-PEO | ( |
||||||
2022 | PEO | ( |
( |
- | |||
Non-PEO | ( |
( |
- | ||||
2021 | PEO | ( |
|||||
Non-PEO | ( |
||||||
2020 | PEO | ( |
( |
||||
Non-PEO | ( |
( |
(a) | For equity awards issued during the relevant year, represents fair value of such awards as of the end of the year. For equity awards issued in prior years, represents the change in fair value of such awards as of the vesting date or the end of the year, as appropriate, compared to the fair value of such awards at the end of the prior year. The fair value of the restricted share awards was determined by the closing price of our common shares as of the end of each year. The fair values of option and performance unit awards were calculated using Black-Scholes and |
(3) | Messrs. Martin, Keaton and Foster were Non-PEO NEOs for each of 2020, 2021, 2022, 2023 and 2024. Additionally, |
(4) | TSR is determined based on an initial fixed investment of |
(5) | FFO as adjusted, per share is a non-GAAP financial measure. See Appendix A to this proxy statement for a reconciliation of FFO, as adjusted, to net income attributable to common shareholders. |
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NAMED EXECUTIVE OFFICER COMPENSATION
Relationship Between Performance Measures and Compensation Actually Paid
The following charts detail the relationship of our TSR relative to our peer group as well as the relationship between "compensation actually paid" to our PEO and Non-PEO NEOs and our (i) cumulative TSR and cumulative TSR of our peer group; (ii) net income; and (iii) FFO, as adjusted per share. All dollar amounts are in thousands, except per share and TSR amounts:
Financial Performance Measures
The following are the most important financial performance measures that were used to link NEO "compensation actually paid" to company performance in 2024:
Most Important Financial Performance Measures |
FFO, as adjusted per share (1) |
Same-store Revenue growth (1) |
Same-store Expense growth (1) |
TSR relative to TSR of our peer group |
(1) | See Appendix A to this proxy statement for a discussion of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures. |
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OWNERSHIP OF COMPANY SHARES The following table lists the number of common shares beneficially owned and the percentage of ownership by each of our Trustees, each of our NEOs, our Trustees and NEOs as a group, and each person or group known to us to be holding more than 5% of our common shares. The number of shares and percentage of ownership is based on 228,933,157 common shares outstanding on |
OWNERSHIP OF COMPANY SHARES (3) Based on information provided by |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN Introduction The Amended and Restated CubeSmart 2007 Equity Incentive Plan (the "Plan") was most recently approved by our shareholders, following adoption by our Board, on |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN common shares on the NYSE on |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN Year Options Granted Full-Value Shares Granted (1) Total Granted Weighted Average # of Common Shares Outstanding BuRate 2024 401,075 190,865 591,940 226,353,000 0.26% 2023 408,650 190,540 599,190 225,424,000 0.27% 2022 324,840 126,304 451,144 224,928,000 0.20% (1) Includes time-based restricted shares and performance units. Assumes target performance for performance units granted in a year. The burate means that we used an annual average of 0.24% of the weighted average shares outstanding for awards granted over the past three years under the Plan. In the opinion of our Compensation Committee and Board, an increase in the number of shares available for awards is necessary as a part of our continuing commitment to attract, retain and reward our employees, contractors and trustees and to promote a shared interest with our shareholders of increasing shareholder value. The following is a brief description of the Plan. The full text of the Plan as amended and restated by the Amendment is included in this proxy statement as Appendix B and the following description is qualified in its entirety by reference to |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN 537,138; |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN regard to the minimum vesting period in connection with a participant's death or disability, or in the event of (i) a change in control of us or one of our subsidiaries or (ii) in the event of certain changes in our capital structure, such as a dividend or other distribution, share split or reorganization. In addition, up to five percent of the shares subject to the Aggregate Share Reserve, which may include, without limitation, awards to non-employee trustees of the Board, may be subject to awards that are not subject to the foregoing vesting restriction. Restricted Shares and Restricted Share Units. The holder of restricted shares will own common shares subject to restrictions imposed by the Board, including performance or other conditions, and subject to forfeiture if the holder does not satisfy certain requirements, including, for example, remaining in continuous employment with us for a specific period of time. Unless otherwise provided in the award agreement, the grantee shall have the right to vote the restricted shares, and may have the right to receive dividends prior to the lapsing of transfer restrictions. The grantee shall not be entitled to delivery of the share certificate until the transfer restrictions lapse, after which a share certificate for the appropriate number of common shares, free of the restrictions and restrictive legend, shall be delivered to the participant. The holder of restricted share units shall have the right, subject to any restrictions imposed by the Board, to receive a cash payment equal to the fair market value of those shares at some future date determined by the Board, or to receive common shares, other securities or other property, as the Board shall determine in its sole discretion. The award agreement will specify whether a participant will be entitled to receive dividend rights on the vested and unvested restricted share units. Except as otherwise determined by the Board, the restricted shares and restricted share units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the restricted period or until after the fulfillment of any other restrictive conditions, and all of the restricted shares that have not vested shall be forfeited and all rights of the grantee to such restricted shares shall terminate unless the grantee remains in our continuous employment for the duration of the restricted period. Subject to the terms of the Plan, the Board may, in its discretion, waive all or any part of the restrictions applicable to any or all outstanding restricted share and restricted share units. Notwithstanding the foregoing, no portion of restricted share and restricted unit awards will vest over a period that is not less than one year from the date of grant. An award agreement may provide for accelerated vesting without regard to the minimum vesting period in connection with a participant's death or disability, or in the event of (i) a change in control of us or one of our subsidiaries or (ii) in the event of certain changes in our capital structure, such as a dividend or other distribution, share split or reorganization. In addition, up to five percent of the shares subject to the Aggregate Share Reserve, which may include, without limitation, awards to non-employee trustees of the Board, may be subject to awards that are not subject to the foregoing vesting restriction. Performance Awards. Performance awards may be denominated in cash or shares, including restricted shares and restricted share units, shall be valued in accordance with the achievement of performance goals during a specified performance period, and payable at such time and in such form as specified, each as determined by the Board. The Board determines the performance goals to be achieved during any performance period, the length of any performance period, the amount of any performance award and the amount and kind of any payment or transfer to be made pursuant to any performance award. Performance awards are subject to forfeiture in the event of termination of employment prior to the end of any performance period, other than for reasons of death or disability. Other Share-Based Awards. Under the Plan, the Board may also, at its discretion, grant an award of common shares or an award denominated or payable in, valued in whole or in part by reference to, or based upon, our common shares. The terms and conditions of such grants, including any performance-related criteria or other restrictions on payout that the Board deems appropriate, will be determined by the Board in its sole discretion. Non-Employee Trustee Awards. The Board may provide that all or a portion of trustee compensation be payable in the form of nonqualified stock options, restricted shares, restricted share units and/or other share-based awards, shall determine the terms and conditions of any such awards, and shall have full power and authority in its discretion to administer such awards subject to the terms of the Plan and applicable law. 65 |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN Change of Control In the event of a change in control, the Board will take any of the following actions with respect to any or all outstanding awards, without the consent of any participant: (i) the Board may determine that outstanding stock options and share appreciation rights will automatically accelerate and become fully exercisable and the restrictions and conditions on outstanding restricted share awards, restricted share unit awards, performance awards and other share based awards will immediately lapse; provided that if the vesting of any such awards is based, in whole or in part, on performance, the applicable award agreement will specify how the portion of the award that becomes vested upon a change in control shall be calculated; (ii) the Board may determine that participants will receive a payment in settlement of outstanding restricted share unit awards, performance awards and other share based awards in such amount and form as may be determined by the Board; (iii) the Board may require that participants surrender their outstanding stock options and share appreciation rights in exchange for a payment by us, in cash, shares or common stock of the surviving corporation (or a parent of the surviving corporation) as determined by the Board, in an amount equal to the amount, if any, by which the then per share fair market value of the shares subject to the participant's unexercised stock options and share appreciation rights exceeds the applicable exercise price; (iv) after giving participants an opportunity to exercise all of their outstanding stock options and share appreciation rights, the Board may terminate any or all unexercised stock options and share appreciation rights at such time as the Board deems appropriate; and (v) if we are the surviving corporation and ultimate parent company, the Board may determine that the awards will be continued. Any surrender, termination or payment shall take place as of the date of the change in control or such other date as the Board may specify. Without limiting the foregoing, if the per share fair market value of the shares subject to the participant's unexercised stock options and share appreciation rights does not exceed the applicable exercise price, we will not be required to make any payment to the participant upon surrender of the stock option or share appreciation right. If we are the surviving corporation and ultimate parent company and the Board determines to continue awards, if a participant's employment or service is terminated by us without cause upon or within 12 months following the change in control, the participant's outstanding awards will become fully vested as of the date of such termination; provided that if the vesting of any such awards is based, in whole or in part, on performance, the award will vest based on the greater of (i) actual performance and (ii) target performance. Under the Plan, "change in control" means: • Any individual, entity or group, other than us or an employee benefit plan sponsored by us or one of our subsidiaries, becomes the beneficial owner of more than 35% of our voting stock; • As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of our then outstanding securities or any successor company or entity entitled to vote generally in the election of our trustees or such other corporation or entity after such transaction are held in the aggregate by the holders of our securities entitled to vote generally in the election of our trustees immediately prior to such transaction; • during any period of two (2) consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by our shareholders, of each trustee first elected during such period was approved by a vote of at least two-thirds (2/3rds) of our trustees then still in office who were (a) our trustees at the beginning of any such period, and (b) not initially (1) appointed or elected to office as result of either an actual or threatened election and/or proxy contest by or on behalf of a person other than the Board, or (2) designated by a person who has entered into an agreement with the Company to effect a transaction described in the two bullets above or in the two bullets below; • Consummation of a sale of all or substantially all of our assets to any person (other than a transfer to one of our subsidiaries); or • A complete liquidation or dissolution of the company. 66 |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN Certain Federal Income Tax Consequences The following is a brief summary of the |
PROPOSAL 2 - AMEND AND RESTATE EQUITY INCENTIVE PLAN options or the base amount of outstanding share appreciation rights or to cancel outstanding stock options or share appreciation rights in exchange for cash, other awards, stock options with an exercise price that is less than the exercise price of the original stock options or share appreciation rights with a base amount that is less than the base amount for the original share appreciation rights, without shareholder approval. Recoupment All awards under the Plan will be subject to the Clawback Policy. Vote Required and Recommendation of the |
PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRM The Audit Committee of the Board appointed |
PROPOSAL 4 - ADVISORY VOTE ON EXECUTIVE COMPENSATION The Dodd-Frank Act enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the |
POLICIES REGARDING TRANSACTIONS WITH RELATED PERSONS Under our Declaration of Trust, we may enter into any contract or transaction with a Trustee, officer, employee or agent, or any person affiliated with any of them, in which such person has a material financial interest, provided that (i) the Board is made aware of the interest and a majority of the disinterested Trustees approve or ratify the contract or transaction; (ii) our shareholders are made aware of the interest and holders of a majority of our outstanding shares entitled to vote (excluding shares owned by the interested party) approve or ratify the contract or transaction; or (iii) the contract or transaction is fair and reasonable to us. During 2024 and as of the date of this proxy statement, the Company has not entered into any such transactions with a related person. As set forth in our Corporate Governance Guidelines, the Board adopted a policy providing that transactions with a Trustee who has a personal or financial interest (direct or indirect) should be scrutinized to ensure that the transaction is in our best interests and will not otherwise create a conflict of interest. Without the approval of a majority of the disinterested Trustees, we will not enter into a transaction or arrangement (including utilizing the services of any Trustee to provide legal, accounting, financial, consulting or other similar services) in which a Trustee has a material personal or financial interest (direct or indirect). Whether an interest is a material personal or financial interest in a transaction or arrangement will be determined by the Board on a case-by-case basis, but at a minimum a Trustee will be considered to have a material personal or financial interest in a transaction or arrangement if we would be required to disclose such transaction or arrangement in our proxy statement or in our Annual Report on Form 10-K. The interested Trustee will not participate in any Board discussion regarding the matter in which he or she has such an interest. For purposes of this policy, the disinterested Trustees will consider the interests of any entity with which a Trustee is affiliated, any immediate family member of a Trustee, and any entity in which a Trustee's immediate family member has a material interest. Pursuant to its charter, our |
INFORMATION ABOUT VOTING AND PROXY MATERIALS Questions and Answers About Voting Who is entitled to vote at the Annual Meeting? Only holders of record of our common shares at the close of business on |
INFORMATION ABOUT VOTING AND PROXY MATERIALS each matter to be voted upon at the Annual Meeting. Shareholders have no cumulative voting rights. Although the advisory vote on Proposal 4 is non-binding, as provided by law, our Board will review the results of the votes and, consistent with our record of shareholder engagement, will take the results into account in determining executive compensation and in determining the frequency of holding an advisory vote on our executive compensation. Proposal 1: Election of Trustees. Trustees are elected by a plurality of the votes cast at the Annual Meeting. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on the vote. Shares represented by proxies marked "For" will be counted in favor of all nominees, except to the extent the proxy withholds authority to vote for a specified nominee. Shares represented by proxies marked "Abstain" or withholding authority to vote for a specified nominee will not be counted in favor of any such nominee. Proposal 2: Amend and restate the Amended and Restated CubeSmart 2007 Equity Incentive Plan. Approval requires the affirmative vote of a majority of all votes cast on this proposal (which means the votes cast "For" the proposal must exceed the votes cast "Against" the proposal). Accordingly, abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal. Proposal 3: Ratification of Independent Registered Public Accounting Firm. Ratification of the appointment of |
INFORMATION ABOUT VOTING AND PROXY MATERIALS vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not retuyour proxy card. In Person Attendance. You may vote your shares in person at the Annual Meeting. Even if you plan to attend the Annual Meeting in person, we recommend that you submit the accompanying proxy card or voting instructions, or vote by telephone or via the Internet, by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting. May I change my vote after I retumy proxy? Yes. You may revoke a previously granted proxy at any time before it is exercised by submitting to: Secretary, CubeSmart, |
INFORMATION ABOUT VOTING AND PROXY MATERIALS SEC's homepage at www.sec.gov. Whom should I contact if I have any questions? If you have any questions about the Annual Meeting, these proxy materials or your ownership of our common shares, please contact our Secretary by telephone at (610) 535-5000 or by fax at (610) 956-1755. Householding of Proxy Materials If you and other residents at your mailing address own common shares in street name, your broker or bank may have sent you a notice that your household will receive only one annual report and proxy statement for each company in which you hold shares through that broker or bank. This practice of sending only one copy of proxy materials is known as "householding." If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, your broker or bank has sent one copy of our Annual Report and proxy statement to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm or bank and your account number to |
OTHER MATTERS Other Matters to Come Before the 2025 Annual Meeting No matters are expected to be presented for a shareholder vote at the Annual Meeting other than as set forth in this proxy statement. If other matters properly come before the meeting or any adjournment or postponement thereof, however, the persons named in this proxy statement will vote all proxies solicited by this proxy statement as recommended by the Board, or, if no recommendation is given, in their own discretion. Shareholder Proposals and Nominations for the 2026 Annual Meeting Any shareholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act to be considered for inclusion in our proxy materials for the next Annual Meeting of Shareholders must be received at our principal executive offices no later than |
APPENDIX A - RECONCILIATION OF NON-GAAP MEASURES FFO and FFO, as adjusted Funds from operations ("FFO") is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. The |
APPENDIX A - RECONCILIATION OF NON-GAAP MEASURES The following table reconciles net income attributable to the Company's common shareholders to FFO and FFO, as adjusted. 2024 2023 2022 2021 2020 Net income attributable to the Company's common shareholders |
APPENDIX A - RECONCILIATION OF NON-GAAP MEASURES 79 loan was subsequently forgiven by the |
APPENDIX A - RECONCILIATION OF NON-GAAP MEASURES Same-Store Results We consider our same-store portfolio to consist of only those stores owned (or partially owned and consolidated) and operated on a stabilized basis at the beginning and at the end of the applicable years presented. We consider a store to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent |
81 APPENDIX B - AMENDED AND RESTATED EQUITY INCENTIVE PLAN (AS PROPOSED) |
Table of Contents Tab No. Section 1. Purpose .............................................................................................................. 1 Section 2. Definitions ......................................................................................................... 1 Section 3. Administration .................................................................................................. 5 Section 4. Shares Available for Awards ............................................................................ 7 Section 5. Eligibility .......................................................................................................... 8 Section 6. Stock Options and Share Appreciation Rights .................................................. 8 Section 7. Restricted Shares and Restricted Share Units ................................................. 10 Section 8. Performance Awards ....................................................................................... 12 Section 9. Other Share-Based Awards ............................................................................. 12 Section 10. Non-Employee Trustee Awards ...................................................................... 13 Section 11. Termination of Employment ........................................................................... 13 Section 12. Change in Control ........................................................................................... 13 Section 13. Amendment and Termination ......................................................................... 14 Section 14. General Provisions .......................................................................................... 15 Section 15. Term of The Plan ............................................................................................ 18 |
AMENDED AND RESTATED CUBESMART 2007 EQUITY INCENTIVE PLAN (As amended and restated effective |
2 "Board" shall mean the |
3 "Committee" shall mean the Compensation Committee of the Board. "Company" shall have the meaning set forth in Section 1 above. "Consultant" shall mean any consultant to the Company or its Subsidiaries or Affiliates. "Disability" shall mean, unless otherwise defined in the applicable Award Agreement, a disability that would qualify as a total and permanent disability under the Company's then current long-term disability plan. "Employee" shall mean a current or prospective officer or employee of the Company or of any Subsidiary or Affiliate. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated thereunder. "Fair Market Value" with respect to the Shares, shall mean, for purposes of a grant of an Award as of any date, (i) the closing sales price during regular trading hours of the Shares on the |
4 "Other Share-Based Award" shall mean any Award granted under Section 9 or Section 10 of the Plan. "Participant" shall mean any Employee, Trustee, Consultant or other person who receives an Award under the Plan. "Performance Award" shall mean any Award granted under Section 8 of the Plan. "Person" shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity. "Plan" has the meaning set forth in the Section 1 above. "Restricted Share" shall mean an award of Shares that is subject to the terms contained in Section 7 of the Plan. "Restricted Share Unit" shall mean a contractual right to be issued one (1) Share (or cash or other property equal to the Fair Market Value of one (1) Share) pursuant to the terms of Section 7 of the Plan. Each Restricted Share Unit represents an unfunded and unsecured obligation of the Company. "Retirement" shall mean, unless otherwise defined in the applicable Award Agreement, retirement of a Participant from the employ or service of the Company or any of its Subsidiaries or Affiliates in accordance with the terms of the applicable Company retirement plan or, if a Participant is not covered by any such plan, retirement on or after such Participant's 65th birthday. "SEC" shall mean the |
5 Section 3. Administration. (a) The Board. The Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company's governing documents and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate for the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company's governing documents and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. Notwithstanding any other provision of the Plan, the Board shall not take any action or make any Awards hereunder that could cause the Company to fail to qualify as a real estate investment trust for Federal income tax purposes. (b) Delegation to Committee. (i) General. The Board may delegate all or part of the administration of the Plan to the Committee. If administration is delegated to the Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish its delegation of administration to the Committee at any time and revest in the Board the administration of the Plan. (ii) Section 16 Matters. All actions taken with respect to any Award granted to a Participant who is subject to Section 16 of the Exchange Act must be approved by either the full Board or a committee consisting solely of two (2) or more "non-employee directors" (as defined in the regulations promulgated under Section 16b-3 of the Exchange Act). (c) Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Board by the Plan, the Board shall have full power and authority in its discretion to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with Awards; (iv) determine the timing, terms, and conditions of any Award; |
6 (v) subject to the terms of the Plan, accelerate the time at which all or any part of an Award may be settled or exercised; (vi) determine whether, to what extent, and under what circumstances, Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vii) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Board; (viii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) except to the extent prohibited by Section 6(b), amend or modify the terms of any Award at or after grant with the consent of the holder of the Award; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (xi) make any other determination and take any other action that the Board deems necessary or desirable for the administration of the Plan. The exercise of an Option or receipt of an Award shall be effective only if an Award Agreement shall have been duly executed and delivered on behalf of the Company following the grant of an Award. (d) |
7 date of grant or the next annual meeting of shareholders (provided that such vesting period under this clause (iii) may not be less than fifty (50) weeks after grant); provided, that, the Board may grant share-settled Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 4(a) (subject to adjustment under Section 4(c)); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Board's discretion to provide for accelerated exercisability or vesting of any Award, including in cases of Retirement, death, Disability, or a Change in Control, in the terms of the Award or otherwise. Section 4. Shares Available for Awards. (a) Shares Available. Subject to the additional limitation as provided in Section 4(b) and the adjustments as provided in Section 4(c), the total number of Shares subject to Awards granted under the Plan, in the aggregate, shall not exceed 18,000,000 Shares. The number of Shares set forth in the preceding sentence is comprised of the sum of (i) the 4,500,000 Shares added as of |
8 purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares, then the Board will in an equitable and proportionate manner (and, as applicable, in such manner as is consistent with Sections 424 and 409A of the Code) either: (i) adjust any or all of (1) the aggregate number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan; (2) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards under the Plan, provided that the number of shares subject to any Award shall always be a whole number; (3) the grant or exercise price with respect to any Award under the Plan; and (4) the limits on the number of Shares that may be granted to Participants under the Plan in any calendar year; (ii) provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding Award. (d) Substitute Awards. Any Shares issued by the Company as Substitute Awards in connection with the assumption or substitution of outstanding grants from any acquired corporation shall not reduce the Shares available for Awards under the Plan. (e) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of issued Shares which have been reacquired by the Company. Section 5. Eligibility. Any Employee, Trustee or Consultant shall be eligible to be designated a Participant; provided, however, that Non-Employee Trustees shall only be eligible to receive Awards granted consistent with Section 10. Section 6. Stock Options and Share Appreciation Rights. (a) Grant. Subject to the provisions of the Plan including, without limitation, Section 3(c) above and other applicable legal requirements, the Board shall have sole and complete authority to determine the Participants to whom Options and SARs shall be granted, the number of Shares subject to each Award, the exercise price and the conditions and limitations applicable to the exercise of each Option and SAR. An Option may be granted with or without a related SAR. A SAR may be granted with or without a related Option. The Board shall have the authority to grant Incentive Stock Options, and to grant Non-Qualified Stock Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with Section 422 of the Code. A person who has been granted an Option or SAR under this Plan may be granted additional Options or SARs under the Plan if the Board shall so determine; provided, however, that to the extent the aggregate Fair Market Value (determined at the time the Incentive Stock Option is granted) of the Shares with respect to which all Incentive Stock Options are exercisable for the first time by an Employee during any calendar year (under all plans described in Section 422(d) of the Code of the Employee's employer corporation and its parent and Subsidiaries) exceeds |
9 foregoing and except as permitted by the provisions of Section 4(c) and Section 14, the Board shall not have the power to (i) amend the terms of previously granted Options to reduce the Option Price of such Options, or (ii) cancel such Options and grant substitute Options with a lower Option Price than the cancelled Options. Except with respect to Substitute Awards, SARs may not be granted at a price less than the Fair Market Value of a Share on the date of grant. (c) Term. Subject to the Board's authority under Section 3(a) and the provisions of Section 6(e), each Option and SAR and all rights and obligations thereunder shall expire on the date determined by the Board and specified in the Award Agreement. The Board shall be under no duty to provide terms of like duration for Options or SARs granted under the Plan. Notwithstanding the foregoing, no Option or SAR shall be exercisable after the expiration of ten (10) years from the date such Option or SAR was granted. (d) Exercise. (i) Each Option and SAR shall be exercisable at such times and subject to such terms and conditions as the Board may, in its sole discretion, specify in the applicable Award Agreement or thereafter. Subject to the terms of the Plan, the Board shall have full and complete authority to determine, subject to Section 6(e), whether an Option or SAR will be exercisable in full at any time or from time to time during the term of the Option or SAR, or to provide for the exercise thereof in such installments, upon the occurrence of such events and at such times during the term of the Option or SAR as the Board may determine. (ii) The Board may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of federal, state or foreign securities laws or the Code, as it may deem necessary or advisable. The exercise of any Option granted pursuant to this Plan shall be effective only at such time as the sale of Shares pursuant to such exercise will not violate any state or federal securities or other laws. (iii) An Option or SAR may be exercised in whole or in part at any time, with respect to whole Shares only, within the period permitted thereunder for the exercise thereof, and shall be exercised by written notice of intent to exercise the Option or SAR, delivered to the Company at its principal office, and payment in full to the Company at the direction of the Board of the amount of the Option Price for the number of Shares with respect to which the Option is then being exercised. (iv) Payment of the Option Price shall be made in cash or cash equivalents, or, at the discretion of the Board, (A) by transfer, either actually or by attestation, to the Company of Shares beneficially owned by the Participant (subject to any minimum period of ownership as the Board may require), valued at the Fair Market Value of such Shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together with any applicable withholding taxes, such transfer to be upon such terms and conditions as determined by the Board, or (B) by a combination of such cash (or cash equivalents) and such Shares. Subject to applicable securities laws, an Option may also be exercised by delivering a notice of exercise of the Option and simultaneously selling the Shares thereby acquired, pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Price, together with any applicable withholding taxes. In |
10 addition, to the extent the Award Agreement so provides, payment of the Option Price may be made in any other form that is consistent with applicable laws, regulations, and rules, including, but not limited to, the Company's withholding Shares due to the exercising optionee. Until the optionee has been issued the Shares subject to such exercise, he or she shall possess no rights as a shareholder with respect to such Shares. (v) At the Board's discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, Shares or a combination of cash and Shares. A fractional Share shall not be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof. (e) Ten Percent Stock Rule. Notwithstanding any other provisions in the Plan, if at the time an Option is otherwise to be granted pursuant to the Plan, the optionee or rights holder owns directly or indirectly (within the meaning of Section 424(d) of the Code) Shares of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or Subsidiary or Affiliate corporations (within the meaning of Section 422(b)(6) of the Code), then any Incentive Stock Option to be granted to such optionee or rights holder pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and the Option Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Shares of the Company, and such Incentive Stock Option by its terms shall not be exercisable after the expiration of five (5) years from the date such Incentive Stock Option is granted. Section 7. Restricted Shares and Restricted Share Units. (a) Grant. (i) Subject to the provisions of the Plan and other applicable legal requirements, the Board shall have sole and complete authority to determine the Participants to whom Restricted Shares and Restricted Share Units shall be granted, the number of Restricted Shares and Restricted Share Units to be granted to each Participant, the duration of the period during which, and the conditions under which, the Restricted Shares and Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards. The Restricted Share and Restricted Share Unit Awards shall be evidenced by Award Agreements in such form as the Board shall from time to time approve, which agreements shall comply with and be subject to the terms and conditions of this Plan and any additional terms and conditions established by the Board that are consistent with the terms of the Plan. (ii) Each Restricted Share and Restricted Share Unit Award made under the Plan shall be for such number of Shares as shall be determined by the Board and set forth in the Award Agreement containing the terms of such Restricted Share or Restricted Share Unit Award. Such agreement shall set forth a period of time during which the Participant must remain in the continuous employment of the Company in order for the forfeiture and transfer restrictions to lapse. If the Board so determines, the restrictions may lapse during such restricted period in installments with respect to specified portions of the Shares covered by the Restricted Share or Restricted Share Unit Award. The Award Agreement may also, in the discretion of the Board, set forth performance or other conditions that will subject the Shares to forfeiture and transfer restrictions. Subject to the terms of the Plan, the Board may, at its discretion, waive all or any part |
11 of the restrictions applicable to any or all outstanding Restricted Share and Restricted Share Unit Awards. (b) Delivery of Shares and Transfer Restrictions. At the time of a Restricted Share Award, a certificate representing the number of Shares awarded thereunder shall be registered in the name of the Participant, or a book entry reflecting such issuance shall be made in the records of the Company. Such certificate, if registered, shall be held by the Company or any custodian appointed by the Company for the account of the Participant subject to the terms and conditions of the Plan, and shall bear such a legend setting forth the restrictions imposed thereon as the Board, in its discretion, may determine. The applicable Award Agreement will specify whether a Participant has the right to receive dividends with respect to the Restricted Shares prior to the lapsing of transfer restrictions. Unless otherwise provided in the applicable Award Agreement, the grantee shall have all other rights of a shareholder with respect to the Restricted Shares, including the right to vote such Shares, subject to the following restrictions: (i) the Participant shall not be entitled to delivery of the stock certificate until the expiration of the restricted period and the fulfillment of any other restrictive conditions set forth in the Award Agreement with respect to such Shares; (ii) none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such restricted period or until after the fulfillment of any such other restrictive conditions; and (iii) except as otherwise determined by the Board at or after grant, all of the Shares shall be forfeited and all rights of the Participant to such Shares shall terminate, without further obligation on the part of the Company, unless the grantee remains in the continuous employment of the Company for the entire restricted period in relation to which such Shares were granted and unless any other restrictive conditions relating to the Restricted Share Award are met. Unless otherwise provided in the applicable Award Agreement, any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Shares subject to Restricted Share Awards shall be subject to the same restrictions, terms and conditions as such Restricted Shares. (c) Termination of Restrictions. At the end of the restricted period and provided that any other restrictive conditions of the Restricted Share Award are met, or at such earlier time as otherwise determined by the Board, all restrictions set forth in the Award Agreement relating to the Restricted Share Award or in the Plan shall lapse as to the Restricted Shares subject thereto, and the Board may determine, in its sole discretion, to deliver to the Participant or the Participant's beneficiary or estate, as the case may be, a stock certificate for the appropriate number of Shares, free of the restrictions and restricted stock legend. (d) Payment of Restricted Share Units. Each Restricted Share Unit shall have a value equal to the Fair Market Value of a Share. Restricted Share Units shall be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Board, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. The applicable Award Agreement will specify whether a Participant will be entitled to receive dividend rights in respect of Restricted Share Units at the time of any payment of dividends to shareholders on Shares. If the applicable Award Agreement specifies that a Participant will be entitled to receive dividend rights, (i) the amount of any such dividend right shall equal the amount that would be payable to the Participant as a shareholder in respect of a number of Shares equal to the number of Restricted Share Units then credited to the Participant, (ii) any such dividend right shall be paid in accordance with the Company's payment practices as |
12 may be established from time to time and as of the date on which such dividend would have been payable in respect of outstanding Shares, and (iii) the applicable Award Agreement will specify whether dividend equivalents shall be paid in respect of Restricted Share Units that are not yet vested. Except as otherwise determined by the Board at or after grant, Restricted Share Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, and all Restricted Share Units and all rights of the grantee to such Restricted Share Units shall terminate, without further obligation on the part of the Company, unless the Participant remains in continuous employment of the Company for the entire restricted period in relation to which such Restricted Share Units were granted and unless any other restrictive conditions relating to the Restricted Share Unit Award are met. Section 8. Performance Awards. (a) Grant. The Board shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is (i) denominated in cash or Shares (including but not limited to Restricted Shares and Restricted Share Units), (ii) valued, as determined by the Board, in accordance with the achievement of such performance goals during such performance periods as the Board shall establish, and (iii) payable at such time and in such form as the Board shall determine. (b) Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Board shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may amend specific provisions of the Performance Award; provided, however, that such amendment may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the amendment. (c) Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with the procedures established by the Board, on a deferred basis. Termination of employment prior to the end of any performance period, except as may otherwise be provided in the applicable Award Agreement, will result in the forfeiture of the Performance Award, and no payments will be made. A Participant's rights to any Performance Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of in any manner, except by will or the laws of descent and distribution, or except as the Board may determine at or after grant. Section 9. Other Share-Based Awards. The Board shall have the authority to determine the Participants who shall receive an Other Share-Based Award, which shall consist of any right that is (i) not an Award described in Section 6 or Section 7 above and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Board to be consistent with the purposes of the Plan. Subject to the |
13 terms of the Plan and any applicable Award Agreement, the Board shall determine the terms and conditions of any such Other Share-Based Award. Section 10. Non-Employee Trustee Awards. The Board may provide that all or a portion of a Non-Employee Trustee's annual retainer, meeting fees and other awards or compensation as determined by the Board, be payable (either automatically or at the election of a Non-Employee Trustee) in the form of Non-Qualified Stock Options, Restricted Shares, Restricted Share Units or Other Share-Based Awards, including unrestricted Shares. The Board shall determine the terms and conditions of any such Awards, including the terms and conditions which shall apply upon a termination of the Non-Employee Trustee's service as a member of the Board, and shall have full power and authority in its discretion to administer such Awards, subject to the terms of the Plan and applicable law. Subject to applicable legal requirements, the Board may also grant Awards to Non-Employee Trustees pursuant to the terms of the Plan, including any Award described in Section 6, Section 7 or Section 9 above. Section 11. Termination of Employment. The Board shall have the full power and authority to determine the terms and conditions that shall apply to any Award upon a termination of employment with the Company, its Subsidiaries and Affiliates, including a termination by the Company with or without Cause, by a Participant voluntarily, or by reason of death, Disability or Retirement, and may provide such terms and conditions in the Award Agreement or in such rules and regulations as it may prescribe. Section 12. Change in Control. (a) Upon the occurrence of a Change in Control, the Board shall take one or more of the following actions with respect to any or all outstanding Awards, without the consent of any Participant: (i) the Board may determine that outstanding Options and Stock Appreciation Rights shall automatically accelerate and become fully exercisable and the restrictions and conditions on outstanding Restricted Share Awards, Restricted Share Unit Awards, Performance Awards and Other Share Based Awards shall immediately lapse; provided that if the vesting of any such Awards is based, in whole or in part, on performance, the applicable Award Agreement shall specify how the portion of the Award that becomes vested pursuant to this Section 12(a) shall be calculated; (ii) the Board may determine that Participants shall receive a payment in settlement of outstanding Restricted Share Unit Awards, Performance Awards and Other Share Based Awards in such amount equal to the Fair Market Value of the Shares subject to such Awards (iii) the Board may require that Participants surrender their outstanding Options and Stock Appreciation Rights in exchange for a payment by the Company, in cash, Shares or common stock of the surviving corporation (or a parent of the surviving corporation) as determined by the Board, in an amount equal to the amount, if any, by which the then per share Fair Market Value of the Shares subject to the Participant's unexercised Options and Stock Appreciation Rights exceeds the applicable Exercise Price; (iv) after giving Participants an opportunity to exercise all of their outstanding Options and Stock Appreciation Rights prior to the Change in Control, the Board may terminate any or all unexercised Options and Stock Appreciation Rights at such time as the Board deems appropriate; and (v) if the Company is the surviving corporation and ultimate parent company, the Board may determine that the Awards shall be continued. Such surrender, termination or payment shall take place as of the date of the Change in Control or such other date as the Board may specify. Without limiting the foregoing, if the per share Fair Market Value of the Shares subject to the |
14 Participant's unexercised Options and Stock Appreciation Rights does not exceed the applicable Exercise Price, the Company shall not be required to make any payment to the Participant upon surrender of the Option or Stock Appreciation Right. (b) If the Company is the surviving corporation and ultimate parent company in the Change in Control and the Board elects to continue Awards pursuant to clause (v) of Section 12(a) above, then if the Participant's employment or service is terminated by the Company without Cause upon or within the 12 months following the Change in Control, the Participant's outstanding Awards shall become fully vested, and if applicable, exercisable, as of the date of such termination; provided that if the vesting of any such Awards is based, in whole or in part, on performance, the Award will vest based on the greater of (i) actual performance and (ii) target performance. Section 13. Amendment and Termination. (a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to comply, and provided further, that no amendment that shall increase the Share Pool shall be effective unless such increase has been approved by the Company's shareholders as and to the extent required by the listing standards of the New York Stock Exchange. (b) Amendments to Awards. Subject to the restrictions of Section 6(b), the Board may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. (c) Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Board is hereby authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (and shall make such adjustments for events described in Section 4(c)) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations or accounting principles. (d) No Repricing Without Shareholder Approval. Except as otherwise provided in Section 4(c), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or the base amount of outstanding SARs or to cancel outstanding Options or SARs in exchange for cash, other awards, Options with an exercise price that is less than the exercise price of the original Options or SARs with a base amount that is less than the base amount for the original SARs, without shareholder approval. |
15 (e) Section 409A Compliance. The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. All Awards shall be construed and administered such that the Award either (A) qualifies for an exemption from the requirements of Section 409A of the Code or (B) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (1) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (2) payments to be made upon a termination of employment shall only be made upon a "separation from service" under Section 409A of the Code, (3) payments to be made upon a Change in Control shall only be made upon a "change of control event" under Section 409A of the Code, (4) unless an Award specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (5) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. (f) No Award (or modification thereof) shall provide for deferral of compensation that does not comply with Section 409A of the Code unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, if one or more of the payments or benefits received or to be received by a Participant pursuant to an Award would cause the Participant to incur any additional tax or interest under Section 409A of the Code, the Board may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. (g) Any Award made under the Plan that is subject to Section 409A of the Code and that is to be distributed to a Key Employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Award shall be postponed for six months following the date of the Participant's separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant's death. The determination of Key Employees, including the number and identity of persons considered Key Employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the "specified employee" requirements of Section 409A of the Code. (h) Notwithstanding anything in the Plan or any Award Agreement to the contrary, each Participant shall be solely responsible for the tax consequences of Awards under the Plan, and in no event shall the Company have any responsibility or liability if an Award does not meet any applicable requirements of Section 409A of the Code. Although the Company intends to administer the Plan to prevent taxation under Section 409A of the Code, the Company does not represent or warrant that the Plan or any Award complies with any provision of federal, state, local or other tax law. Section 14. General Provisions. (a) Limited Transferability of Awards. Except as otherwise provided in the Plan, no Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and distribution. No transfer of |
16 an Award by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will or such other evidence as the Board may deem necessary or appropriate to establish the validity of the transfer. If authorized in the applicable Award Agreement, a Participant may transfer, "not for value", all or part of an Option that is not an Incentive Stock Option to any Family Member. For the purpose of this Section 14(a), a "not for value" transfer is a transfer that is (i) a gift; (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Participant) in exchange for an interest in that entity. Following a transfer under this Section 14(a), any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Participant in accordance with this Section 14(a) or by will or the laws of descent and distribution. Notwithstanding any transfer permitted by this Section 14(a), such Options shall remain subject to any vesting, forfeiture or other requirements set forth in the Award Agreement. (b) Dividend Equivalents. In the sole and complete discretion of the Board, an Award may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividend or dividend equivalents which are not paid currently may, at the Board's discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends or dividend equivalents credited in connection with an Award that is a Performance Award, be credited as additional Performance Awards and paid to the Participant if and when, and to the extent that, payment is earned and made pursuant to such Award. The total number of Shares available for grant under Section 4 shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as Performance Awards. (c) No Rights to Awards. No Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each Participant. (d) Share Certificates. All certificates for Shares or other securities of the Company or any Subsidiary or Affiliate delivered under the Plan pursuant to any Award or the exercise thereof, if any, shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the Plan or the rules, regulations and other requirements of the |
17 transaction involving an Award, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. (f) Award Agreements. Each Award shall be evidenced by an Award Agreement that shall be delivered to the Participant and may specify the terms and conditions of the Award and any rules applicable thereto. In the event of a conflict between the terms of the Plan and any Award Agreement, the terms of the Plan shall prevail. The Board shall, subject to applicable law, determine the date an Award is deemed to be granted. The Board or, except to the extent prohibited under applicable law, its delegate(s) may establish the terms of agreements or other documents evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement's or document's effectiveness that such agreement or document be executed by the Participant, including by electronic signature or other electronic indication of acceptance, and that such Participant agree to such further terms and conditions as specified in such agreement or document. The grant of an Award under this Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in this Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the agreement or other document evidencing such Award. (g) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Shares, Restricted Share Units, Other Share-Based Awards or other types of Awards. (h) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary or Affiliate. Further, the Company or a Subsidiary or Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in an Award Agreement. (i) No Rights as Shareholder. Subject to the provisions of the Plan and the applicable Award Agreement, no Participant or holder or beneficiary of any Award shall have any rights as a shareholder with respect to any Shares to be distributed under the Plan until such person has become a holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Shares, the applicable Award Agreement shall specify if and to what extent the Participant shall not be entitled to the rights of a shareholder in respect of such Restricted Shares. (j) Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the |
18 be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. (l) Other Laws. The Board may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation (including applicable non- |
19 conditions or rights under any such Award shall, continue after the tenth anniversary of the Restatement Effective Date. |
5 Old Lancaster Road |
0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 CUBESMART Proxy for Annual Meeting of Shareholders on May 20, 2025 Solicited on Behalf of the Board of Trustees The undersigned hereby appoints |
Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: |
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Proxy Statement (Form DEF 14A)
Lara supports legislation protecting Californians with financially strong FAIR Plan
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