SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 26, 2009 (January 23, 2009)

 

U-STORE-IT TRUST

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (610) 293-5700

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Item 5.02                                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)       On January 23, 2009, the Compensation Committee approved 2009 target annual and long-term incentive compensation levels and approved grants of equity awards under the U-Store-It Trust 2007 Equity Incentive Plan.

 

2009 Annual Incentive Bonus Program

 

The Compensation Committee approved a 2009 annual incentive program for executive officers that provides for cash bonus payments if corporate and individual executive performance goals, weighted 70% and 30%, respectively, are achieved.

 

The target award is a percentage of the 2009 base salary for each executive officer, as set forth in the table below.  The Compensation Committee approved the 2009 target annual incentive award percentages for each executive officer as set forth below. Performance above and below targeted levels will result in a pro-rated award of 50% of target for threshold performance and 200% of target for maximum performance, except that the maximum percentage achievable for individual goals is limited to 150% of target.  Payouts will be interpolated for performance between threshold, target and maximum levels.

 

		2009 Annual Base			Target Annual Incentive as% of		Corporate Performance Goal (70% of Target Opportunity)									Individual Management Objectives (30% of Target Opportunity)
Name		Salary			Salary		Threshold			Target			Maximum			Threshold			Target			Maximum
D. Jernigan		$	610,000		100	%	$	213,500		$	427,000		$	854,000		$	91,500		$	183,000		$	274,500
C. Marr		$	410,000		80	%	$	114,800		$	229,600		$	459,200		$	49,200		$	98,400		$	147,600
T. Martin		$	275,000		60	%	$	57,750		$	115,500		$	231,000		$	24,750		$	49,500		$	74,250

 

2009 Long-Term Incentive Bonus Program / Grants of Equity Awards

 

The Compensation Committee approved long-term incentive compensation target amounts for each executive officer as set forth below.

 

Dean Jernigan		$	1,250,000
Christopher P. Marr		$	550,000
Timothy M. Martin		$	340,000

 

These long-term incentive compensation target amounts are allocated 50% in stock options and 50% in time-vested restricted shares. The stock options and time-vested restricted shares vest ratably over three years from the date of grant, and the stock options have a term of 10 years from, and an exercise price equal to the closing price of the Company’s common shares on January 23, 2009, the date of grant.

 

The number of equity awards granted to each executive officer is set forth below.

 

Name		Position		Stock Options		Time-Vested Restricted Shares
Dean Jernigan		Chief Executive Officer		497,128		78,872
Christopher P. Marr		President and Chief Investment Officer		315,268		72,559
Timothy M. Martin		Chief Financial Officer		194,893		44,855

 

The foregoing description of the terms of the stock options and time-vested restricted shares is qualified in its entirety by the terms of the respective forms of the Nonqualified Share Option Agreement and Restricted Share Agreement, which were previously filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2008.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	U-STORE-IT TRUST
Date: January 26, 2009	By:	/s/ Timothy M. Martin
		Timothy M. Martin
		Chief Financial Officer

 

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