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Exhibit 10.5

EMPLOYEE AND DIRECTOR LONG-TERM INCENTIVE PLAN

OF

STRATEGIC STORAGE GROWTH TRUST, INC.


TABLE OF CONTENTS

 

1.

PURPOSES OF THE PLAN AND DEFINITIONS

 

1

 

1.1

P URPOSES

 

1

 

1.2

D EFINITIONS

 

1

 

2.

PARTICIPANTS

 

6

 

3.

SHARES OF STOCK SUBJECT TO THIS PLAN

 

6

 

4.

ADMINISTRATION

 

7

 

4.1

C OMMITTEE

 

7

 

4.2

D URATION , R EMOVAL , E TC

 

7

 

4.3

M EETINGS AND A CTIONS OF C OMMITTEE

 

8

 

4.4

C OMMITTEE S P OWERS

 

8

 

4.5

T ERM OF P LAN

 

9

 

5.

GRANT OF OPTIONS

 

9

 

5.1

W RITTEN A GREEMENT

 

9

 

5.2

A NNUAL $100,000 L IMITATION ON ISO S

 

9

 

6.

CERTAIN TERMS AND CONDITIONS OF OPTIONS AND OTHER AWARDS

 

9

  

6.1

A LL A WARDS

 

10

 

6.2

T ERMS AND C ONDITIONS TO W HICH O NLY NQO S A RE S UBJECT

 

13

 

6.3

T ERMS AND C ONDITIONS TO W HICH O NLY ISO S A RE S UBJECT

 

13

 

6.4

S URRENDER OF O PTIONS

 

13

 

7.

RESTRICTED STOCK

 

14

 

7.1

G RANT

 

14

 

7.2

R ESTRICTIONS

 

14

 

7.3

D ISTRIBUTIONS

 

14

 

7.4

A UTOMATIC G RANTS TO N ON -E MPLOYEE D IRECTORS

 

14

 

8.

STOCK APPRECIATION RIGHTS

 

15

 

9.

DIVIDEND EQUIVALENT RIGHTS

 

15

 

9.1

G ENERAL

 

15

 

9.2

R IGHTS AND O PTIONS

 

15

 

9.3

P AYMENTS

 

15

 

10.

OTHER EQUITY-BASED AWARDS

 

16

 

10.1

G RANT

 

16

 

10.2

T ERMS AND C ONDITIONS

 

16

 

10.3

P AYMENT OR S ETTLEMENT

 

16

 

11.

COMPLIANCE WITH LAWS

 

16

 

12.

EMPLOYMENT OR OTHER RELATIONSHIP

 

17

 

13.

AMENDMENT, SUSPENSION AND TERMINATION OF THIS PLAN

 

17

 

14.

LIABILITY AND INDEMNIFICATION OF THE COMMITTEE

 

17

 

15.

SECURITIES LAW LEGENDS

 

17

 

16.

SEVERABILITY

 

18

 

17.

EFFECTIVE DATE AND STOCKHOLDER APPROVAL

 

18

 

18.

MISCELLANEOUS

 

18

  

18.1

L OANS

 

18

  

18.2

F ORFEITURE P ROVISIONS

 

18

  

18.3

L IMITATIONS A PPLICABLE TO S ECTION 16

 

18

  

 

i


18.4

E FFECT OF P LAN U PON O THER I NCENTIVE AND C OMPENSATION P LANS

 

19

 

18.5

G OVERNING L AW

 

19

  

18.6

N O A SSIGNMENT

 

19

  

18.7

S ECTION 83( B ) E LECTION P ROHIBITED

 

19

  

 

ii


EMPLOYEE AND DIRECTOR LONG-TERM INCENTIVE PLAN

OF

STRATEGIC STORAGE GROWTH TRUST, INC.

 

1.

PURPOSES OF THE PLAN AND DEFINITIONS

1.1. Purposes . The purposes of the Employee and Director Long-Term Incentive Plan (the “Plan”) of Strategic Storage Growth Trust, Inc. (the “Company”) are to:

(a) provide incentives to individuals chosen to receive share-based awards because of their ability to improve operations and increase profits;

(b) encourage selected persons to accept or continue employment or other service relationship with the Company, an Affiliate, a Subsidiary or any Advisor or Affiliate of the Company; and

(c) increase the interest of Directors in the Company’s welfare through their participation in the growth in value of the Company’s Stock.

To accomplish these purposes, this Plan provides a means whereby Employees that the Committee deems important to the Company’s long-term success, Directors and other enumerated persons may receive Awards.

1.2. Definitions . For purposes of this Plan, the following terms have the following meanings:

“Advisor” means the Person or Persons, if any, appointed, employed or contracted with by the Company responsible for directing or performing the day-to-day business affairs of the Company, including any Person to whom the Advisor subcontracts substantially all of such functions.

“Affiliate” means any Person (other than an Advisor), whose employees (as such term is defined in the Form S-8 registration statement under the Securities Act) are eligible to receive Awards under the Plan. The determination of whether a Person is an Affiliate shall be made by the Committee acting in its sole and absolute discretion.

“Applicable Laws” means the requirements relating to the administration of Awards under U.S. state corporate laws, U.S. Federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Stock are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

“Articles of Incorporation” means the articles of incorporation of the Company as the same may be amended from time to time.

“Award” means any award under this Plan, including any grant of Options, Restricted Shares, Stock Appreciation Rights, Distribution Equivalent Rights or Other Equity-Based Awards.

 

1


“Award Agreement” means, with respect to each Award, the written agreement executed by the Company and the Participant or other written document approved by the Committee setting forth the terms and conditions of the Award.

“Board” means the Board of Directors of the Company.

“Cause,” unless otherwise defined in an Employee’s employment agreement, means matters which, in the judgment of the Committee, constitute any one or more of the following (i) gross negligence or willful misconduct in the carrying out of the Participant’s duties, (ii) an uncured breach of any of the Employee’s material duties under his or her employment agreement, (iii) fraud or other conduct against the material best interests of his or her employer or the Company, or (iv) a conviction of a felony, if such conviction has a material adverse effect on his or her employer or the Company. If “Cause” is otherwise defined in an Employee’s employment agreement, the definition in the employment agreement shall be effective for purposes of the Plan with respect to the Employee in question.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Committee” has the meaning given it in Section 4.1.

“Common Stock” or “Stock” means common shares of capital stock of the Company, $0.001 par value per share.

“Company” has the meaning given it in Section 1.1.

“Consultant” means a person providing services to the Company or Affiliate in a capacity other than as an Employee or Director.

“Director” means a person elected or appointed and serving as director of the Company in accordance with the Articles of Incorporation and the Maryland General Corporation Law.

“Distribution Equivalent Right” means an Award of rights pursuant to Section 8.

“Effective Date” has the meaning given it in Section 17.

“Employee” means an employee or prospective employee of the Company or an Affiliateor Subsidiary of the Company or an Advisor or Affiliate of an Advisor, as “employee” is defined for purposes of Section 3401(c) of the Code and the Treasury Regulations adopted under that Section.

“Employment Termination” means that a Participant has ceased, for any reason and with or without Cause, to be an Employee or Director of, or a consultant to the Company, an Affiliate, a Subsidiary, or the Advisor. However, the term “Employment Termination” shall not include a Non-Employee Director’s ceasing to be a Director or a transfer of a Participant from the Company to an Affiliate, a Subsidiary, or the Advisor or vice versa, or among one another, or a duly authorized leave of absence, unless the Committee has provided otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

 

2


“Exercise Notice” has the meaning given it in Section 6.1(f).

“Fair Market Value” means with respect to Stock:

(i) if the Stock is listed on any established stock exchange or a national market system, including, without limitation, the NASDAQ National Market System, the Fair Market Value of shares of Stock shall be the closing sales price for the Stock, or the mean between the high bid and low asked prices if no sales were reported, as quoted on such system or exchange (or, if the Stock is listed on more than one exchange, then on the largest such exchange) for the date the value is to be determined (or if there are no sales or bids for such date, then for the last preceding business day on which there were sales or bids), as reported in The Wall Street Journal or similar publication; or

(ii) if the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, or if there is no market for the Stock, the Fair Market Value of the shares of Stock shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, with reference to all information material to the value of the Company, including by way of example, the Company’s net worth, prospec


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