Business Context and Reporting Period
This Form 8-K Current Report is filed by U-Store-It Trust (referred to in the request metadata as Cubesmart) on December 1, 2006. The filing reports the appointment of a new senior executive officer and the associated compensatory arrangements.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
- Annual Salary: $225,000
- 2006 Bonus: Not less than $100,000
- Restricted Shares Grant Value: $200,000 (vesting ratably over five years)
- Automobile Allowance: $6,000 annually or a suitable company vehicle
Material Changes
The primary material change reported is the appointment of Timothy M. Martin as Senior Vice President and Chief Accounting Officer, effective December 11, 2006. Consequently, Christopher P. Marr, the current Chief Financial Officer, will relinquish his responsibilities as the principal accounting officer on the same date.
Outlook, Risks, and Unusual Items
Employment Terms and Severance: The Employment Agreement includes significant severance provisions. In the event of termination without "cause" or resignation for "good reason," Mr. Martin is entitled to a cash payment equal to two times the sum of his annual salary and the average bonus of the prior two years, plus immediate vesting of all equity awards. If the Company elects not to renew the agreement, the payment is one times the sum of salary and average bonus.
Restrictive Covenants: Mr. Martin is subject to a noncompetition agreement prohibiting engagement in self-storage facility development, construction, acquisition, or operation in the United States for the longer of three years or his tenure plus one year. A nonsolicitation covenant applies for the longer of three years or his tenure plus two years.
Indemnification: An indemnification agreement will be entered into to protect Mr. Martin to the maximum extent provided by Maryland law.
Investor Verification Checklist
- Verify the exact closing price of U-Store-It Trust common shares on the grant date to calculate the number of restricted shares issued.
- Review the full text of the Employment Agreement, Restricted Share Agreement, and Noncompetition Agreement when filed in the Form 10-K for the year ended December 31, 2006.
- Confirm the transition timeline for Christopher P. Marr's departure from the principal accounting officer role.
- Assess the impact of the $200,000 restricted share grant and potential bonus payouts on future compensation expenses.