National Storage Affiliates Trust (NASDAQ:NSA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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National Storage Affiliates Trust (NASDAQ:NSA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

Appointment
Effective January 1, 2017, the board of trustees of National
Storage Affiliates Trust (the “Company”) appointed Brandon
Togashi as the vice president, controller, and chief accounting
officer of the Company. Mr. Togashi, age 33, has served as the
Company’s vice president, controller since he joined the Company
in 2014. Prior to joining the Company, Mr. Togashi served as vice
president, corporate accounting at DCT Industrial Trust Inc. from
2013 through 2014. Prior to that role, Mr. Togashi was employed as
an audit manager, and later, as a senior audit manager in the audit
practice of KPMG LLP from 2010 to 2013. Mr. Togashi is a certified
public accountant and graduated from Colorado State University with
a Bachelor of Science degree in business administration.
There is no arrangement or understanding with any person to which
Mr. Togashi was named vice president, controller, and chief
accounting officer. Mr. Togashi has no family relationships with
any trustee, executive officer or person nominated or chosen by the
Company to become a trustee or executive officer of the Company.
Mr. Togashi is not a party to any transaction required to be
disclosed to Item 404(a) of Regulation S-K.
Employment Agreement
In connection with Mr. Togashi’s appointment, the Company entered
into an employment agreement with Mr. Togashi. The employment
agreement with Mr. Togashi has a term of three years and provides
for automatic one-year extensions thereafter, unless either party
provides at least 90 days’ notice of non-renewal. The employment
agreement requires Mr. Togashi to devote substantially all of his
time to the Company’s affairs. It also provides for the following:
a minimum annual base salary of $210,000;
eligibility for annual cash performance bonuses based on the
satisfaction of performance goals;
participation in the Company’s 2015 Equity Incentive Plan,
as well as other incentive, savings and retirement plans
applicable generally to the Company’s senior management
team; and
medical and other group welfare plan coverage and fringe
benefits provided to the Company’s senior management team;
In addition, Mr. Togashi is eligible for regular, annual grants
under the Company’s 2015 Equity Incentive Plan.
The employment agreement provides that, if Mr. Togashi’s
employment is terminated by the Company without “cause” or by Mr.
Togashi for “good reason” (each as defined in the employment
agreement), or as a result of the Company’s notice of non-renewal
of the employment term, Mr. Togashi will be entitled to the
following severance payments and benefits, subject to the execution
and non-revocation of a general release of claims:
accrued but unpaid base salary, bonus and other benefits
earned and accrued but unpaid prior to the date of
termination;
an amount equal to the sum of Mr Togashi’s then-current
annual base salary plus the greater of the annual average
bonus over the prior two years (or such fewer years with
respect to which Mr. Togashi received an annual bonus) and
Mr. Togashi’s target annual bonus for the year of
termination;
health benefits for Mr. Togashi and eligible family members
for two years following Mr. Togashi’s termination of
employment at the same level as in effect immediately
preceding such termination, subject to reduction to the
extent that Mr. Togashi receives comparable benefits from a
subsequent employer; and
50% of the unvested shares or share-based awards held by Mr.
Togashi will become fully vested and/or exercisable.
The employment agreement also provides that Mr. Togashi, or his
estate, will be entitled to certain severance benefits in the event
of death or disability. Specifically, Mr. Togashi or, in the event
of his death, his beneficiaries will receive:
accrued but unpaid base salary, bonus and other benefits
earned and accrued but unpaid prior to the date of
termination;
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upon death or disability, prorated annual bonus for the year
in which the termination occurs;
health benefits for Mr. Togashi and/or eligible family
members for two years following his termination of employment
at the same level as in effect immediately preceding his
death or disability; and
for the initial awards granted or outstanding upon the
completion of the Company’s initial public offering, 50% of
the unvested share awards held by Mr. Togashi are fully
vested and/or exercisable. For all outstanding unvested share
awards held by Mr. Togashi other than the initial restricted
share award, a prorated portion (based on the number of days
of employment during a year until the date of death or
disability, as applicable, over 365) of any share that would
have vested for the year of Mr. Togashi’s death or
disability, as applicable, will become vested and/or
exercisable and any remaining portion of such awards will be
forfeited.
The employment agreement for Mr. Togashi provides for a definition
of “good reason” following a change in control (as defined in the
employment agreement), and provides for, among other things, 50% of
the unvested shares (or share-based awards) held by Mr. Togashi to
become fully vested and/or exercisable if Mr. Togashi’s employment
is terminated by the Company without cause or if Mr. Togashi quits
for “good reason” following the effective date of a change in
control.
The employment agreement also contains standard confidentiality
provisions, which will apply indefinitely, and both non-competition
and non-solicitation provisions, which apply during the term of the
employment agreement and for a period of six months following
termination of employment.
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