Form of Executive Severance Agreement

A.

Without Cause or for Good Reason. Subject to the terms of this Agreement, in the event that, during the Term, Employee is terminated by the Company without Cause or Employee resigns for Good Reason, and provided that, after the Termination Date, Employee timely executes and does not subsequently revoke a full release of claims with the Company (in substantially the form attached hereto as Appendix 1) (“Release”), in addition to any other accrued amounts payable to Employee through the Termination Date, Employee will be entitled to receive the severance benefits set out in subsections (i), (ii), (iii), and (iv) of this Section I.A.

(i)

Payable within sixty (60) days after the Employee’s Termination Date (with the exact date to be determined by the Company in its discretion), a lump-sum severance payment in an amount equal to the sum of:

(ii)

If Employee timely and properly elects to continue coverage under a Company-sponsored group health plan pursuant to COBRA, for a period commencing on the Termination Date and ending on the earlier of (A) the twelve (12)-month anniversary of the Termination Date or (B) the date on which Employee becomes eligible to receive comparable group health insurance coverage under a subsequent employer’s plans (“Continuation Period”), the Company shall pay the full amount of the monthly COBRA premium for Employee and Employee’s dependents (if applicable) participating in such plan on the Termination Date; provided, however, that if (x) any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code (as defined below) under Treasury Regulation Section 1.409A-l(a)(5), or (y) the Company is otherwise unable to continue to cover Employee under its group health plans or doing so would jeopardize the tax-qualified status of such plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to Employee as currently taxable compensation in substantially equal monthly installments over the Continuation Period (or the remaining portion thereof).

(iii)

For a period commencing on the Termination Date and ending on the twelve (12)-month anniversary of the Termination Date, the Company shall, at its sole expense and on an as-incurred basis, provide Employee with outplacement counseling services directly related to Employee’s termination of employment with the Company, the provider of which shall be selected by the Company.

(iv)

Employee’s outstanding Company equity-based awards shall be subject to the applicable Company equity incentive plan and award agreements evidencing such awards, including the vesting and payment provisions thereunder.

B.

Change in Control.  Subject to the terms of this Agreement, in the event that a Change in Control (as defined in the Digital Realty Trust, Inc., Digital Services, Inc., and Digital Realty Trust, L.P. 2014 Incentive Award Plan, as amended, or any successor incentive plan) occurs during the Term and, within the time period beginning sixty (60) days prior to such Change in Control and ending on the second anniversary of such Change in Control, Employee is terminated by the Company without Cause or Employee resigns for Good Reason, then, in addition to any other accrued amounts payable to Employee through the Termination Date, Employee shall be entitled to the payments and benefits provided in Section I(A)(i) hereof, subject to the terms and conditions thereof (including the Release requirement set forth in Section I(A)), except that, for purposes of this Section I(B), the Severance Multiple shall be equal to two (2.0) (instead of one (1.0)). For purposes of this Section I(B), in the event that such termination occurs within sixty (60) days prior to such Change in Control, then any amounts that become payable pursuant to this Section I(B) in excess of the amounts paid or payable pursuant to Section I(A)(i) shall be paid no later than the later of the date that is ten (10) days following the date of such Change in Control or the date that is sixty (60) days following the Employee’s Termination Date (with the exact date to be determined by the Company in its discretion).

C.

Death or Disability. Subject to the terms of this Agreement, and notwithstanding anything to the contrary contained herein, in the event of a termination of Employee’s employment during the Term by reason of Employee’s death or Disability, then, in addition to any other accrued amounts payable to Employee through the Termination Date, the Company will pay and provide Employee (or Employee’s estate or legal representative) with the following payments and benefits:

(i)

payable within sixty (60) days after Employee’s Termination Date (with the exact payment date to be determined by the Company in its discretion), a lump-sum severance payment in an amount equal to the sum of (A) Employee’s annual base salary as in effect on the Termination Date, plus (B) Employee’s target annual bonus for the fiscal year in which the Termination Date occurs, plus (C) the Stub Year Bonus, plus (D) the Prior Year Bonus, if any;

(ii)

Employee’s outstanding Company equity-based awards shall be subject to the terms and conditions of the applicable Company equity incentive plans and award agreements evidencing such awards, including the vesting and payment provisions thereunder. 

A.

Retirement.

(i)

Benefits. Subject to the terms of this Agreement, in the event of a termination of Employee’s employment during or upon the completion of the Term due to Employee’s Retirement, the Company shall offer to Employee a consulting agreement (“Consulting Agreement”) for Employee to provide to the Company consulting services to (x) support on matters that would normally involve the position and role last held by Employee at the Company prior to Employee’s Retirement and (y) litigation support and senior client relationship management

services to the Company; and provided that, within the specified period after the Termination Date, (A) Employee timely executes and does not subsequently revoke the Release and (B) enters into the Consulting Agreement, then:

1.

if Employee timely and properly elects to continue coverage under a Company-sponsored group health plan pursuant to COBRA, for the Continuation Period, the Company shall pay the full amount of the monthly COBRA premium for Employee and Employee’s dependents (if applicable) participating in such plan on the Termination Date; provided, however, that if (A) any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Employee under its group health plans or doing so would jeopardize the tax-qualified status of such plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to Employee as currently taxable compensation in substantially equal monthly installments over the continuation period (or the remaining portion thereof); and

2.

Employee’s outstanding Company equity-based awards shall be subject to the Company’s equity incentive plan and award agreements evidencing such awards (including the vesting and payment provisions thereunder) during the term of the Consulting Agreement.

(ii)

Consulting Agreement.  In the event that Employee and the Company enter into a Consulting Agreement pursuant to Section I(D):

1.

The Consulting Agreement shall (A) be entered into prior to or on Employee’s Retirement date and be effective immediately upon Employee’s Retirement to ensure that there is no lapse in Employee’s continued service to the Company, (B) be for a term that ends immediately after the last vesting date to occur of any Company equity-based award held by Employee as of the date of Employee’s Retirement, (C) not require Employee to provide more than two hundred fifty (250) hours of consulting services per year, with compensation for such consulting services to be reasonably agreed between Employee and the Company, (D) include such other terms and conditions reasonably prescribed by the Company, and (E) include non-competition, non-solicitation, and other restrictive covenants applicable during and after the term of the Consulting Agreement that are no less protective of the Company than those referenced in Section II of this Exhibit A of the Agreement.

2.

The Consulting Agreement and the consulting relationship established thereby may be terminated during the term of such Consulting Agreement by the Company only for “cause” (defined in a manner substantially similar to, and no more expansive in scope than, Cause (as defined below)), and by Employee for any reason. In the event that the Consulting Agreement and the consulting relationship established thereby are terminated (A) by Employee for any reason or (B) by the Company for “cause,” any outstanding awards that are unvested at the time of such termination shall

be forfeited without payment of any consideration therefor. In the event the Consulting Agreement and the consulting relationship established thereby are terminated by mutual agreement, the treatment of any outstanding awards held by Employee upon such termination shall be mutually determined by Employee and the Company at the time of such termination.

3.

With respect to Employee’s Retirement, Employee also agrees that any post-termination covenants contained in this Agreement, any prior employment agreements between Employee and the Company, Employee’s Proprietary Information and Inventions Assignment Agreement, and Employee’s Employee Confidentiality and Covenant Agreement shall commence upon the expiration or termination of the consulting period (and, for the avoidance of doubt, not upon the termination of Employee’s employment) and apply in full force and effect.

4.

In the event that the Consulting Agreement and the relationship established thereby are terminated by Employee for any reason or by the Company for “cause,” in either case, Employee shall thereupon tender Employee’s resignation from all directorships in accordance with Section 4 above, which resignation may be accepted by the Company in its sole discretion.

(iii)

Termination of Consulting Agreement Without Cause or Failure to Offer Consulting Agreement. In the event that the Consulting Agreement and the relationship established thereby are terminated by Company without “cause” or the Company fails to offer to Employee a Consulting Agreement in connection with Employee’s Retirement, then Employee’s outstanding Company equity-based awards shall be subject to the Company’s equity incentive plan and award agreements evidencing such awards (including the vesting and payment provisions thereunder).

A.

“Cause” means (A) Employee’s willful and continued failure to substantially perform Employee’s duties with the Company or its subsidiaries or affiliates (other than any such failure resulting from Employee’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Employee by the Company, which demand specifically identifies the manner in which the Company believes that Employee has not substantially performed Employee’s duties; (B) Employee’s willful

commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company or its subsidiaries or affiliates; (C) Employee’s conviction of, or entry by Employee of a guilty or no contest plea to, the commission of a felony or a crime involving moral turpitude; (D) a willful breach by Employee of any fiduciary duty owed to the Company which results in economic or other injury to the Company or its subsidiaries or affiliates; (E) Employee’s willful and gross misconduct in the performance of Employee’s duties that results in economic or other injury to the Company or its subsidiaries or affiliates; or (F) a material breach by Employee of any of Employee’s obligations under any agreement, including this Agreement, with the Company or its subsidiaries or affiliates after written notice is delivered to Employee by the Company which specifically identifies such breach. For purposes of this provision, no act or failure to act on Employee’s part will be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company. Notwithstanding the foregoing, in the event Employee incurs a “separation from service” by reason of a termination of Employee’s employment by the Company (other than by reason of Employee’s death or Disability or pursuant to clause (C) of this paragraph) on or before the second anniversary of a Change in Control or within sixty (60) days prior to such Change in Control, it shall be presumed for purposes of this Agreement that such termination was effected by the Company other than for Cause unless the contrary is established by the Company.

B.

“Disability” shall mean a disability that qualifies or, had Employee been a participant, would qualify Employee to receive long-term disability payments under the Company’s group long-term disability insurance plan or program, as it may be amended from time to time.

C.

“Good Reason” shall mean the occurrence of any one or more of the following events without Employee’s prior written consent, unless the Company corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Termination Date: (A) the Company’s assignment to Employee of any duties materially inconsistent with Employee’s position (including status, offices, titles, and reporting requirements), authority, duties, or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties, or responsibilities, excluding for this purpose an isolated, insubstantial, and inadvertent action not taken in bad faith and which is remedied by the Company; (B) the Company’s material reduction of Employee’s annual base salary or bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time; (C) the relocation of the Company’s offices at which Employee is principally employed (“Principal Location”) to a location more than forty-five (45) miles from such location, or the Company’s requiring Employee to be based at a location more than forty-five (45) miles from the Principal Location, except for required travel on Company business; or (D) a material breach by the Company of Section 11 of this Agreement. Notwithstanding the foregoing, Employee will not be deemed to have resigned for Good Reason unless (x) Employee provides the Company with written notice of the circumstances constituting Good Reason within thirty (30) days after the initial occurrence or existence of such circumstances, (y) the Company fails to correct the circumstance so identified within thirty (30) days after the receipt of such notice (if capable of correction), and (z) the Termination Date occurs no later than ninety (90) days after the initial occurrence of the event constituting Good Reason.

D.

“Prior Year Bonus” shall mean, for any Termination Date that occurs between January 1 of any fiscal year and the date that annual bonuses are paid by the Company for the immediately preceding year (the “Prior Year”), Employee’s target annual bonus (without giving effect to any reduction which constitutes Good Reason) for such Prior Year, unless the Compensation Committee has determined Employee’s bonus for such Prior Year, in which case the Prior Year Bonus shall be the bonus determined by the Compensation Committee, if any. The Prior Year Bonus, if any, shall be in lieu of Employee’s annual bonus for the Prior Year. There will be no Prior Year Bonus in connection with any Termination Date that occurs on or after the date the Company pays annual bonuses for the Prior Year through the end of the year in which the Termination Date occurs.

E.

“Retirement” shall mean Employee’s voluntary retirement from Employee’s employment with the Company at a time when (A) Employee has attained at least fifty-five (55) years of age, (B) Employee has completed at least ten (10) Years of Service (as defined below) with the Company, and (C) Employee’s combined age plus Years of Service equals at least seventy (70), provided that Employee has provided the Company with at least twelve (12) months’ advance written notice of Employee’s retirement (or such other shorter minimum advance written notice that is acceptable to the Board in its sole discretion), which notice shall be provided no earlier than such time as Employee has satisfied the conditions set forth in clauses (A), (B) and (C) above (“Notice Period”). For purposes of this Agreement, (x) if, during the Notice Period, Employee’s employment is terminated by the Company without Cause, such termination of employment shall be deemed to have occurred by reason of Employee’s Retirement for purposes of this Agreement (and, for the avoidance of doubt, Employee will not be entitled to any payments or benefits under this Agreement as if Employee’s employment was terminated by the Company without Cause), (y) if, during the Notice Period, Employee’s employment is terminated for any other reason, such termination of employment shall not be deemed to have occurred by reason of Employee’s Retirement for purposes of this Agreement, and (z) provided that Employee continues in employment with the Company through the Notice Period, Employee’s employment shall automatically terminate upon the termination date set forth in such notice (or such other date accepted by the Board).

F.

“Stub Year Bonus” shall mean the product obtained by multiplying (A) Employee’s target annual bonus for the fiscal year in which the Termination Date occurs (without giving effect to any reduction which constitutes Good Reason) multiplied by (B) a fraction, the numerator of which is the number of calendar days that have elapsed in the then current fiscal year through the Termination Date and the denominator of which is 365; provided, however, that in the case of Employee’s Retirement, “Stub Year Bonus” shall mean the product obtained by multiplying (x) the average annual bonus earned by Employee for the three (3) Company fiscal years immediately preceding the Company fiscal year in which Employee’s Retirement occurs multiplied by (y) a fraction, the numerator of which is the number of calendar days that have elapsed in the then current fiscal year through the date of Employee’s Retirement and the denominator of which is 365.

G.

“Years of Service” means the aggregate period of time, expressed as a number of whole years and fractions thereof, during which Employee was an employee of the Company or its subsidiaries or affiliates in paid status.