EMPLOYMENT AGREEMENT (this "Agreement") is dated as of April 28, 2015, by and between National Storage Affiliates Trust, a Maryland real estate investment trust (the "Company"), and Tamara D. Fischer, residing at the address set forth in the Company’s records (the "Executive").
WHEREAS, the Executive previously entered into an employment relationship with NSA OP, LP, the entity through which the Company was operating its business ("NSA"), under which the Executive was employed as the chief financial officer; and
WHEREAS, in connection with the initial public offering of the Company (the "Company's IPO"), the Company will engage in a series of transactions that will enable the Company to qualify as a real estate investment trust for U.S. federal income tax purposes and will result in NSA becoming a subsidiary of the Company (collectively, the "Formation Transactions"); and
WHEREAS, the Company wishes to offer employment to the Executive, and the Executive wishes to accept such offer on the terms set forth below, to be effective as of the completion of the Company's IPO and the Formation Transactions (the "Commencement Date"), at which time the prior employment agreement between the Company and the Executive will automatically terminate and this Agreement will become in effect.
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Date of this Agreement and continuing for a three-year period (the "Initial Term"), unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to automatically continue following the Initial Term for additional
successive one-year periods (each, a “Subsequent Term”) in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to continue such employment at least 90 days prior to the expiration of the Initial Term or any Subsequent Term, as applicable (the Initial Term, together with all Subsequent Terms hereunder, shall hereinafter be referred to as the "Term").
2. Duties. During the Term, the Executive shall be employed by the Company as Executive Vice President and Chief Financial Officer, and, as such, the Executive shall have such responsibilities and authority as are customary for an Executive Vice President and Chief Financial Officer of a company of similar size and nature as the Company and shall faithfully perform for the Company the duties of each such office and shall report directly to the chief executive officer of the Company. The Executive shall devote substantially all of her business time and effort to the performance of her duties hereunder; provided, however, that the Executive shall be permitted to continue service as set forth in Exhibit A and, subject to the approval of the Board, that the Executive may serve on the boards of directors or trustees of any business corporations or charitable organizations and such service shall not be a violation of this Agreement, provided that such other activities do not materially interfere with the performance of the Executive's duties hereunder.
3.1 Salary. The Company shall pay the Executive during the Term a salary at the minimum rate of $180,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives from time to time. The Compensation, Nominating and Corporate Governance Committee of the Board (the "Compensation Committee") shall review the Executive's Annual Salary in good faith on an annual basis and may provide for increases therein as it may in its sole discretion deem appropriate (such annual salary, as increased, the "Annual Salary"). Once increased, the Annual Salary shall not thereafter be decreased.
3.2 Bonus. During the Period of Employment, Executive shall be eligible to participate in any annual incentive or bonus plan or plans maintained by the Company for senior management executives
of the Company generally, in accordance with the terms, conditions, and provisions of each such plan as the same may be adopted, changed, amended, or terminated, from time to time in the discretion of the Board. Executive shall be eligible to earn a target bonus (the "Annual Bonus") pursuant to a program as established by Board and subject to the achievement of performance goals determined by the Board.
3.3 Benefits - In General. The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, equity incentive plans, long-term incentive programs, 401(k) and other retirement plans, fringe benefit programs and similar benefits that may be available (currently or in the future) to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs.