8-KLeadership ChangesMaterial AgreementsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Material Agreement (Mar 19, 2015)

Filed March 19, 2015For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

Digital Realty Trust, Inc. (DLR) filed an 8-K on March 19, 2015, to report on the separation and consulting agreement with David Caron, former Senior Vice President of Portfolio Management. This agreement formalizes Mr. Caron's departure from his executive role as of March 13, 2015, and transitions him into a consulting capacity for twelve months. Investors should note the financial implications of this separation, including ongoing consulting fees and a one-time payment. The agreement also addresses accelerated vesting of equity awards under specific conditions, particularly if the consulting relationship is terminated by the company without cause. The filing also includes non-solicitation and non-competition clauses, which are standard for such agreements and are designed to protect the company's interests.

Key Highlights

  • 1David Caron, former Senior Vice President of Portfolio Management, has entered into a separation and consulting agreement.
  • 2Mr. Caron's employment officially terminated on March 13, 2015, with a transition to a twelve-month consulting role.
  • 3The company will pay Mr. Caron a monthly consulting fee of $29,329.
  • 4A one-time cash payment of $261,712 is due to Mr. Caron on the twelve-month anniversary of his separation date, contingent on continued service or termination without cause.
  • 5Company-subsidized COBRA coverage will be provided to Mr. Caron and his dependents for up to twelve months.
  • 6Outstanding equity awards granted before January 1, 2014, will fully vest on the twelve-month anniversary of the separation date or earlier if terminated without cause.
  • 7The agreement includes confidentiality, non-solicitation, and non-competition clauses for Mr. Caron.

Frequently Asked Questions

This 8-K filing reports on the material definitive agreement entered into by Digital Realty Trust, Inc. and its operating partnership with David Caron, their former Senior Vice President of Portfolio Management, regarding his separation from his executive role and his subsequent engagement as a consultant.

Mr. Caron will receive a monthly consulting fee of $29,329 and a one-time payment of $261,712, payable on the first anniversary of his separation date, provided certain conditions are met. He will also receive company-subsidized COBRA coverage for up to twelve months.

Pre-2014 equity awards will vest in full on the twelve-month anniversary of the separation date, contingent on continued consulting services. If the company terminates his consulting relationship without cause, these awards will also vest acceleratedly. Certain 2014 equity awards may also vest if his consulting relationship is terminated by the company without cause.

Mr. Caron is subject to indefinite confidentiality restrictions, non-solicitation restrictions during the consulting period and for six months thereafter, and non-competition restrictions during the consulting period.