LSI Life Storage Inc

Purpose; Effective Date. The purpose of this Life Storage, Inc. Transaction Bonus Plan (the “Plan”) is to provide bonus payments to those employees designated as Participants to mitigate the impact of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to compensation and benefits to be paid or provided to such Participants in connection with the mergers contemplated by that certain Agreement and Plan of Merger, dated as of April 2, 2023, by and among Extra Space Storage Inc., a Maryland corporation (“Parent”), Extra Space Storage LP, a Delaware limited partnership (“Parent OP”), Eros Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, Eros OP Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP, Life Storage, Inc., a Maryland corporation (the “Company”), and Life Storage LP, a Delaware limited partnership (the “Merger Agreement”). This Plan shall be effective as of the date adopted by the Board of Directors of the Company or by the Compensation and Human Capital Committee of the Board of Directors of the Company.

Definitions. The following capitalized terms shall have the meanings given below when used in this Plan.

“Accounting Firm” has the meaning specified in Section 4.d.

“Administrator” means (i) prior to the Company Merger Effective Time, the Compensation and Human Capital Committee of the Board of Directors of the Company or its delegate(s), and (ii) as of or after the Company Merger Effective Time, the Compensation Committee of the Board of Directors of Parent or its delegate(s).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Code” has the meaning specified in Section 1.

“Company” has the meaning specified in Section 1 and references herein shall include references to the Company’s successors and assigns.

“Company Group” means the Company and its Affiliates (including, as of or after the Company Merger Effective Time, Parent and its Affiliates).

“Company Merger Effective Time” has the meaning specified in the Merger Agreement.

“Excise Tax” has the meaning specified in Section 4.a.

“Initial Payment” has the meaning specified in Section 4.a.

“Merger Agreement” has the meaning specified in Section 1.

“Parent” has the meaning specified in Section 1.

“Participant” means an employee, or the estate of a deceased employee, of the Company or any of its Affiliates who is selected by the Administrator to participate in the Plan and who meets the eligibility criteria set forth in Section 3.

“Participation Agreement” means each agreement between a Participant and the Company setting forth the terms and conditions of the Participant’s right to participate in this Plan.

“Payment” has the meaning given in Section 4.a.

“Person” means and refers to an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust, or any other entity or organization.

“Release” has the meaning given in Section 3.

“Release Return Date” means (i) with respect to each Participant entitled to receive an Initial Payment, on the date of the Company Merger Effective Time or within the two (2)-day period following the Company Merger Effective Time and (ii) with respect to each other Participant entitled to receive a Transaction Bonus Payment other than an Initial Payment, during the five (5)-day period following delivery by the Administrator of a copy of such Release to such Participant.

“Transaction Bonus Payment” has the meaning given in Section 4.a.

“Underpayment” has the meaning specified in Section 4.e.

Eligibility. Each employee, or the estate of a deceased employee, of the Company or any of its Affiliates who (a) is listed on (or selected by the Administrator to be listed on) Appendix A as of immediately prior to the Company Merger Effective Time, (b) enters into a Participation Agreement substantially in the form attached hereto as Appendix B, (c) remains employed by the Company or an Affiliate as of immediately prior to the Company Merger Effective Time, and (d) timely executes, as of the Release Return Date, a release of claims in favor of the Company, Parent, and their Affiliates in substantially the form attached in Appendix C (the “Release”) shall be eligible to participate in the Plan; provided, however, the eligibility requirements set forth in (b) through (d) of this Section 3 shall not apply to the estate of a deceased employee listed on Appendix A.

Transaction Bonus Payments.

In the event it shall be determined that any payment, potential payment, benefit, or distribution (or combination thereof) in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) by any member of the Company Group to or for the benefit of a Participant (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Participant with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Participant shall be entitled to receive an additional payment (a “Transaction Bonus Payment”) in an amount such that after payment by the Participant of all taxes whatsoever, including, without limitation, any employment and income taxes (including any interest and penalties imposed with respect to such taxes) and the Excise Tax imposed upon the aggregate Transaction Bonus Payment, the Participant retains an amount of the Transaction Bonus Payment equal to the Excise Tax imposed upon the Payments (including the Transaction Bonus Payment).

In furtherance and not limitation of the foregoing, each Participant who meets the requirements set forth in Section 3 shall be eligible to receive a Transaction Bonus Payment as of the Company Merger Effective Time, representing the Transaction Bonus Payment to which such Participant is or may become entitled under this Plan based on all Payments to be made or that are reasonably anticipated to be made to the Participant (including, for the avoidance of doubt, any Payments contingent on a future termination of employment by the Participant or any Payments contingent on future service to be rendered by the Participant), as determined by the Accounting Firm pursuant to Section 4.d (such Participant’s “Initial Payment”). The Initial Payments shall be payable as provided in Section 4.e.

Notwithstanding anything to the contrary in this Plan or in any Release, the maximum aggregate amount of Transaction Bonus Payments payable under the Plan will be $15,000,000.00 (the “Aggregate Cap”). Transaction Bonus Payments shall be payable on a “first come, first served” basis. A Participant will not be entitled to a Transaction Bonus Payment if such Participant becomes subject to the Excise Tax on or after the date Transaction Bonus Payments hereunder equal or exceed the Aggregate Cap. In the event that a Transaction Bonus Payment becomes payable to any Participant such that the aggregate amount of Transaction Bonus Payments payable to Participants hereunder exceeds the Aggregate Cap, the Transaction Bonus Payment will be cut back to the extent required to avoid the aggregate amount of Transaction Bonus Payments payable to Participants hereunder exceeding the Aggregate Cap. In the event that Transaction Bonus Payments become payable at the same time to multiple Participants such that the aggregate amount of Transaction Bonus Payments payable to Participants hereunder exceeds the Aggregate Cap, the Transaction Bonus Payments payable to each such Participant will be cut back on a pro rata basis to the extent required to avoid the aggregate amount of Transaction Bonus Payments payable to Participants hereunder exceeding the Aggregate Cap. The total Transaction Bonus Payments under the Plan for purposes of determining whether the Aggregate Cap has been met will be determined without regard to any refund under Section 4.h.

Accounting Firm Determinations.

Subject to the provisions of Section 4.g, all determinations required to be made under this Section 4, including the Initial Payments, whether and when a Transaction Bonus Payment is required to be made following the date of the Initial Payment, the amount of such Transaction Bonus Payments, and the assumptions to be utilized in arriving at such determinations, shall be made by Golden Parachute Tax Solutions LLC (or if Golden Parachute Tax Solutions no longer exists, a successor firm appointed by the Administrator) (the “Accounting Firm”). Prior to the date of the Company Merger Effective Time, such determinations shall be subject to the reasonable review and comment of a nationally recognized accounting firm selected by Parent (“Parent’s Accounting Firm”); provided, however, such comments shall be provided to the Accounting Firm no later than one day before the date of the Company Merger Effective Time to be considered in good faith by the Accounting Firm. The Accounting Firm shall provide detailed supporting calculations to the Administrator, the Company and Parent as soon as reasonably practicable following the Company Merger Effective Time confirming the Initial Payments for each Participant. Following the Company Merger Effective Time, (i) the Accounting Firm shall provide detailed supporting calculations to the Administrator and the applicable Participant within fifteen (15) business days following the receipt of notice from the Participant or any member of the Company Group of any Underpayment or any Payment to a Participant that was not included in the determination of the Initial Payment, or at such earlier time as is requested by the Administrator, and (ii) such supporting calculations shall be subject to the reasonable review and comment of Parent’s Accounting Firm; provided, however, such comments shall be provided to the Accounting Firm no later than five (5) days following initial circulation to Parent’s Accounting Firm of the supporting calculations referenced in the immediately preceding clause (i) to be considered in good faith by the Accounting Firm. If the Accounting Firm determines that no Excise Tax is payable by a Participant, it shall furnish the Participant and the Administrator with a written opinion that the Participant has substantial authority not to report any Excise Tax on the Participant’s federal income tax return.

All fees and expenses of the Accounting Firm shall be borne solely by the Company.

Payment Timing.

The Initial Payments shall be paid by the Company or an applicable member of the Company Group to the applicable Participant, or remitted to the applicable taxing authority by the Company or an applicable member of the Company Group on the Participant’s behalf, as soon as reasonably practicable (but not later than the first regularly-scheduled payroll date) following the effective date of the Participant’s Release.

Any additional Transaction Bonus Payment payable following the Initial Payments, as determined pursuant to this Section 4, shall be paid by the Company or an applicable member of the Company Group to the applicable Participant, or remitted to the applicable taxing authority by the Company or an applicable member of the Company Group on the Participant’s behalf, within ten (10) days following the Administrator’s receipt of the Accounting Firm’s determination.

As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder with respect to the Initial Payments or otherwise, it is possible that Transaction Bonus Payments which will not have been made by the Company or an applicable member of the Company Group should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4.g (if applicable) and the applicable Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company or an applicable member of the Company Group to the Participant or remitted to the applicable taxing authority on the Participant’s behalf, provided that payment of an Underpayment amount shall not be made to the extent that it would cause the aggregate amount of Transaction Bonus Payments (including any Underpayments or Transaction Bonus Payments payable following the Initial Payments) payable pursuant to the Plan to exceed the Aggregate Cap.

Claims Procedures. Each Participant shall notify the Company in writing of any claim by the Internal Revenue Service or any other applicable taxing authority that, if successful, would require the payment by the Company or an applicable member of the Company Group of a Transaction Bonus Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days following when the Participant is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Participant shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Participant in writing prior to the expiration of such period that it desires to contest such claim, the Participant shall:

give the Company any information reasonably requested by the Company relating to such claim;

take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company (at the Company’s expense);

cooperate with the Company in good faith in order to effectively contest such claim; and

permit the Company to participate in any proceedings relating to such claim;

Refunds. If, after the receipt by the Participant of an amount advanced by the Company pursuant to Section 4.g, the Participant becomes entitled to receive any refund with respect to such claim, the Participant shall (subject to the Company’s complying with the requirements of Section 4.g) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Participant of an amount advanced by the Company pursuant to Section 4.g, a determination is made that the

Miscellaneous.

Assignment; Non-transferability. No right of a Participant to any payment under this Plan shall be subject to assignment, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or of any beneficiary of the Participant, in each case other than by will or by the laws of descent and distribution. The terms and conditions of this Plan shall be binding on the successors and assigns of the Company.

Withholding; Section 409A. The Company Group shall have the right to deduct from all payments hereunder all taxes that it determines are required by law to be withheld therefrom. All payments under this Plan are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and this Plan shall be interpreted accordingly. Notwithstanding anything to the contrary in this Plan, (i) each Transaction Bonus Payment (including any Underpayments) will be paid no later than the end of each Participant’s taxable year next following the taxable year in which the Excise Tax (or any income or other related taxes or interest or penalties thereon) on a Payment to which the Transaction Bonus Payment relates are remitted to the Internal Revenue Service or any other applicable taxing authority, and (ii) any reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability pursuant to Section 4.g will be paid no later than the end of each Participant’s taxable year next following the taxable year in which the taxes that are the subject of the audit or litigation are remitted to the Internal Revenue Service or any other applicable taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of each Participant’s taxable year next following the taxable year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation.

No Right to Employment or Other Rights. Nothing in this Plan shall be construed as giving any Participant the right to be retained in the employment of the Company Group, nor shall it affect the right of Company Group to terminate the employment of a Participant. Any Participant’s participation in the Plan is not to be considered part of any normal or expected compensation and is provided for expressly under and in accordance with the terms of this Plan and the Participant’s Participation Agreement.

Amendment; Termination. The Company may amend this Plan at any time, provided that (i) any amendment of this Plan must be in writing, and (ii) the Company may not amend this Plan as of or after the Company Merger Effective Time in any way that adversely affects the rights of a Participant without such Participant’s written consent. The Plan shall terminate automatically upon the earlier of (i) the date on which the Merger Agreement is terminated, in accordance with its terms, prior to the occurrence of the Company Merger Effective Time, (ii) the date on which all payments and benefits payable under the Plan have been satisfied in full, and (iii) the date on which the Transaction Bonus Payments paid to Participants hereunder equal the Aggregate Cap.

Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS PLAN SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE GOVERNING CONTRACTS) OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. If any provision hereof shall be held by a court or arbitrator of competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to be fully effective.

Full Settlement. The Company’s obligation to make any payments provided for in this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action which the Company may have against a Participant or others.

Notices. Any notice to be given hereunder by any Participant or the Company Group may be effected by personal delivery, in writing, or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Company Group at its principal executive office to the attention of the General Counsel (or other most senior legal role), with a copy to Extra Space Storage, Inc. to the attention of the Chief Legal Officer, and to a Participant at his or her most recent address on the Company Group’s payroll records, but each party may change his, her or its address by written notice in accordance with this Section 5.g. Notices shall be deemed communicated as of the actual receipt or refusal of receipt.

Entitlement to Transaction Bonus Payment. The Company hereby agrees that you shall be entitled to receive a Transaction Bonus Payment in accordance with the terms and conditions of the Plan. As a condition to your participation in the Plan, you hereby acknowledge that a copy of the Plan has been made available to you, and you hereby agree that your entitlement to receive a Transaction Bonus Payment is subject to the terms and conditions of the Plan (including the requirement to execute, as of the Release Return Date, a release of claims in favor of the Company, Parent and their Affiliates in substantially the form attached to the Plan as Appendix C).

Cooperation. In connection with making determinations regarding any Excise Tax that you owe, the Accounting Firm will take into account the value of any reasonable compensation for services to be rendered by you before or after the Company Merger Effective Time, including any noncompetition provisions that apply to you. As a condition to your participation in the Plan, you agree that you shall cooperate in the valuation of any such services, including any noncompetition provisions.

Amendment. No provision of this Agreement may be amended, waived, or discharged except by the mutual written agreement of the parties.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

Entire Agreement. This Agreement, together with the Plan and any Release executed by you under the Plan, contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, written and oral, between the parties with respect to the subject matter of this Agreement, the Plan, and any such Release.

Release of Claims.

relating to my employment by the Company;

of breach of contract, implied contract or quasi-contract;

of retaliation or discrimination under federal, state or local law, including without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”) or the Older Workers Benefit Protection Act of 1990 (“OWBPA”), Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964;

under any other federal, state statute, or local employment laws, including without limitation the federal Worker Adjustment and Retraining Notification Act of 1988. The Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act of 1938, the Family and Medical Leave Act of 1993, the U.S. Patriot Act, the Sarbanes Oxley Act, the Dodd Frank Act, and any other federal, state, or local statute, regulation, constitution, common law or decision relating to employment, reemployment rights, leaves of absence or any other aspect of employment;

of defamation or other torts, including without limitation personal injury, fraud, intentional or negligent misrepresentation or invasion of privacy;

of violation of public policy;

for salary, bonuses, incentive compensation, vacation pay or any other compensation or benefits (except for any unpaid salary, paid time off or other compensation or benefits otherwise due to me); and

for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, emotional distress damages, physical injury, injunctive relief and attorney’s fees;

[NAME]

Date

Transformative scale: Combines two industry leaders with long track records of outperformance and creates the largest U.S. storage operator (based on the number of self-storage locations) and a top ten REIT by enterprise value in the MSCI U.S. REIT Index. Uniting Extra Space’s and Life Storage’s leading technology and data analytics platforms will also allow the combined company to continue to drive same-store net operating income growth while providing exceptional service to customers.

Enhanced diversification: Creates a highly diversified portfolio of quality storage assets in markets benefiting from compelling demand and population demographic trends.

Significant synergy opportunity: The transaction is expected to generate $100 million in annual run-rate operating synergies from G&A and property operating expense savings as well as improved property operating revenue and tenant insurance income. Extra Space has a demonstrated track record of integrating stores onto its platform and delivering outsized returns to shareholders.

Embedded growth drivers: The combined business’s scaled and growing third-party management, joint venture and bridge loan platforms will create a robust pipeline for accelerated external growth.

Positive financial impact: The transaction is expected to be accretive to Core FFO per share within the first year of closing and be leverage neutral.

Jeff Norman

801-365-1759

investorrelations@extraspace.com

McKall Morris

801-562-5556

info@extraspace.com