Exhibit 10.25
Equinix, Inc.
2000 Director Option Plan
(As Adopted May 26, 2000)
TABLE OF CONTENTS
Page
ARTICLE 1. INTRODUCTION............................................ 1
ARTICLE 2. ADMINISTRATION.......................................... 1
2.1 Committee Composition..................................... 1
2.2 Committee Responsibilities................................ 1
ARTICLE 3. SHARES AVAILABLE FOR GRANTS............................. 1
3.1 Basic Limitation.......................................... 1
3.2 Additional Shares......................................... 2
ARTICLE 4. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS....... 2
4.1 Eligibility............................................... 2
4.2 Initial Grants............................................ 2
4.3 Annual Grants............................................. 2
4.4 Accelerated Exercisability................................ 2
4.5 Exercise Price............................................ 2
4.6 Term...................................................... 2
4.7 Affiliates of Non-Employee Directors...................... 3
4.8 Stock Option Agreement.................................... 3
ARTICLE 5. PAYMENT FOR OPTION SHARES............................... 3
5.1 Cash...................................................... 3
5.2 Surrender of Stock........................................ 3
5.3 Exercise/Sale............................................. 3
5.4 Other Forms of Payment.................................... 3
ARTICLE 6. PROTECTION AGAINST DILUTION............................. 3
6.1 Adjustments............................................... 3
6.2 Dissolution or Liquidation................................ 4
6.3 Reorganizations........................................... 4
ARTICLE 7. LIMITATION ON RIGHTS.................................... 4
7.1 Stockholders' Rights...................................... 4
7.2 Regulatory Requirements................................... 4
7.3 Withholding Taxes......................................... 4
ARTICLE 8. FUTURE OF THE PLAN...................................... 5
8.1 Term of the Plan.......................................... 5
8.2 Amendment or Termination.................................. 5
ARTICLE 9. DEFINITIONS............................................. 5
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Equinix, Inc.
2000 Director Option Plan
ARTICLE 1. INTRODUCTION.
The Plan was adopted by the Board to be effective at the effectiveness
of the IPO. The purpose of the Plan is to promote the long-term success of the
Company and the creation of stockholder value by (a) encouraging Non-Employee
Directors to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Non-Employee Directors with exceptional
qualifications and (c) linking Non-Employee Directors directly to stockholder
interests through increased stock ownership. The Plan seeks to achieve this
purpose by providing for automatic and non-discretionary grants of Options to
Non-Employee Directors.
The Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware (except their choice-of-law provisions).
ARTICLE 2. ADMINISTRATION.
2.1 Committee Composition. The Plan shall be administered by the
Committee. The Committee shall consist exclusively of two or more directors of
the Company, who shall be appointed by the Board. In addition, the composition
of the Committee shall satisfy such requirements as the Securities and Exchange
Commission may establish for administrators acting under plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under the Exchange
Act.
2.2 Committee Responsibilities. The Committee shall interpret the Plan
and make all decisions relating to the operation of the Plan. The Committee may
adopt such rules or guidelines as it deems appropriate to implement the Plan.
The Committee's determinations under the Plan shall be final and binding on all
persons.
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 Basic Limitation. shares of Common Stock issued pursuant to the Plan
may be authorized but unissued shares or treasury shares. The aggregate number
of shares of Common Stock subject to Options granted under the Plan shall not
exceed (a) 200,000 plus (b) the additional shares of Common Stock described in
Section 3.2. The limitations of this Section 3.1 shall be subject to adjustment
pursuant to Article 6.
3.2 Additional Shares. If Options are forfeited or terminate for any
other reason before being exercised, then the shares of Common Stock subject to
such Options shall again become available for the grant of Options under the
Plan. On January 1 of each year, commencing with January 1, 2001 the aggregate
number of shares of Stock available for purchase during the life of the Plan
shall automatically be increased by 50,000 shares (subject to adjustment
pursuant to Article 6).
ARTICLE 4. AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS.
4.1 Eligibility. Only Non-Employee Directors shall be eligible for the
grant of Options under the Plan.
4.2 Initial Grants. Each Non-Employee Director who first becomes a member
of the Board after the date of the IPO shall receive a one-time grant of an
Option covering 25,000 shares of Common Stock (subject to adjustment under
Article 6). Such Option shall be granted on the date when such Non-Employee
Director first joins the Board and shall become exercisable for 25% of the
shares upon the optionee's completion of 12 months of service from the date of
grant and as to the balance of the shares in annual installments over the three-
year period thereafter. A Non-Employee Director who previously was an Employee
or who previously received a stock option grant in the same year as the IPO
shall not receive a grant under this Section 4.2.
4.3 Annual Grants. Upon the conclusion of each regular annual meeting of
the Company's stockholders held in the year 2001 or thereafter, each Non-
Employee Director who will continue serving as a member of the Board thereafter
shall receive an Option covering 10,000 shares of Common Stock (subject to
adjustment under Article 6), except that such Option shall not be granted in the
calendar year in which the same Non-Employee Director received the Option
described in Section 4.2. Options granted under this Section 4.3 shall become
exercisable in full on the first anniversary of the date of grant. A Non-
Employee Director who previously was an Employee shall be eligible to receive
grants under this Section 4.3.
4.4 Accelerated Exercisability. All Options granted to a Non-Employee
Director under this Article 4 shall also become exercisable in full in the event
of a Change in Control with respect to the Company.
4.5 Exercise Price. The Exercise Price under all Options granted to a
Non-Employee Director under this Article 4 shall be equal to 100% of the Fair
Market Value of a Common Share on the date of grant, payable in one of the forms
described in Article 5.
4.6 Term. All Options granted to a Non-Employee Director under this
Article 4 shall terminate on the earliest of (a) the 10th anniversary of the
date of grant, or (b) the date 12 months after the termination of such Non-
Employee Director's service for any reason.
4.7 Affiliates of Non-Employee Directors. The Committee may provide that
the Options that otherwise would be granted to a Non-Employee Director under
this Article 4 shall instead be granted to an affiliate of such Non-Employee
Director. Such affiliate shall then be deemed to be a Non-Employee Director for
purposes of the Plan, provided that the service-related vesting and termination
provisions pertaining to the Options shall be applied with regard to the service
of the Non-Employee Director.
4.8 Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan.
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ARTICLE 5. PAYMENT FOR OPTION SHARES.
5.1 Cash. All or any part of the Exercise Price may be paid in cash or
cash equivalents.
5.2 Surrender of Stock. All or any part of the Exercise Price may be paid
by surrendering, or attesting to the ownership of, shares of Common Stock that
are already owned by the Optionee. Such shares of Common Stock shall be valued
at their Fair Market Value on the date when the new shares of Common Stock are
purchased under the Plan. The Optionee shall not surrender, or attest to the
ownership of, shares of Common Stock in payment of the Exercise Price if such
action would cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting
purposes.
5.3 Exercise/Sale. All or any part of the Exercise Price and any
withholding taxes may be paid by delivering (on a form prescribed by the
Company) an irrevocable direction to a securities broker approved by the Company
to sell all or part of the shares of Common Stock being purchased under the Plan
and to deliver all or part of the sales proceeds to the Company.
5.4 Other Forms of Payment. At the sole discretion of the Committee, all
or any part of the Exercise Price and any withholding taxes may be paid in any
other form that is consistent with applicable laws, regulations and rules.
ARTICLE 6. PROTECTION AGAINST DILUTION.
6.1 Adjustments. In the event of a subdivision of the outstanding shares
of Common Stock, a declaration of a dividend payable in shares of Common Stock,
a declaration of a dividend payable in a form other than shares of Common Stock
in an amount that has a material effect on the price of shares of Common Stock,
a combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a lesser number of shares of Common Stock, a
recapitalization, a spin-off or a similar occurrence, the Committee shall make
such adjustments as it, in its sole discretion, deems appropriate in one or more
of (a) the number of shares of Common Stock available for future grants under
Article 3, (b) the number of Options to be granted to Non-Employee Directors
under Article 4, (c) the number of shares of Common Stock covered by each
outstanding Option or (d) the Exercise Price under each outstanding Option.
Except as provided in this Article 6, an Optionee shall have no rights by reason
of any issue by the Company of stock of any class or securities convertible into
stock of any class, any subdivision or consolidation of shares of stock of any
class, the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class.
6.2 Dissolution or Liquidation. To the extent not previously exercised,
Options shall terminate immediately prior to the dissolution or liquidation of
the Company.
6.3 Reorganizations. In the event that the Company is a party to a merger
or other reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization. Such agreement shall provide for (a) the
continuation of the outstanding Options by the Company, if the Company is a
surviving corporation, (b) the assumption of the outstanding Options by the
surviving corporation or its parent or subsidiary, (c) the substitution
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by the surviving corporation or its parent or subsidiary of its own options for
the outstanding Options, or (d) settlement of the full value of the outstanding
Options in cash or cash equivalents followed by cancellation of such Options.
ARTICLE 7. LIMITATION ON RIGHTS.
7.1 Stockholders' Rights. An Optionee shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any shares of
Common Stock covered by his or her Option prior to the time he or she becomes
entitled to receive such shares of Common Stock by filing a notice of exercise
and paying the Exercise Price. No adjustment shall be made for cash dividends
or other rights for which the record date is prior to such time, except as
expressly provided in the Plan.
7.2 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue shares of Common Stock
under the Plan shall be subject to all applicable laws, rules and regulations
and such approval by any regulatory body as may be required. The Company
reserves the right to restrict, in whole or in part, the delivery of shares of
Common Stock pursuant to any Option prior to the satisfaction of all legal
requirements relating to the issuance of such shares of Common Stock, to their
registration, qualification or listing or to an exemption from registration,
qualification or listing.
7.3 Withholding Taxes. To the extent required by applicable federal,
state, local or foreign law, an Optionee or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not
be required to issue any shares of Common Stock or make any cash payment under
the Plan until such obligations are satisfied.
ARTICLE 8. FUTURE OF THE PLAN.
8.1 Term of the Plan. The Plan, as set forth herein, shall become
effective on effectiveness of the IPO. The Plan shall remain in effect until it
is terminated under Section 8.2.
8.2 Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's stockholders only to the extent required by
applicable laws, regulations or rules. No Options shall be granted under the
Plan after the termination thereof. The termination of the Plan, or any
amendment thereof, shall not affect any Option previously granted under the
Plan.
ARTICLE 9. DEFINITIONS.
9.1 "Board" means the Company's Board of Directors, as constituted from
time to time.
9.2 "Change in Control" means:
(a) The consummation of a merger or consolidation of the Company with
or into another entity or any other corporate reorganization, if persons who
were not stockholders of
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the Company immediately prior to such merger, consolidation or other
reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding securities of
each of (i) the continuing or surviving entity and (ii) any direct or indirect
parent corporation of such continuing or surviving entity;
(b) The sale, transfer or other disposition of all or substantially
all of the Company's assets;
(c) A change in the composition of the Board, as a result of which
fewer than 50% of the incumbent directors are directors who either (i) had been
directors of the Company on the date 24 months prior to the date of the event
that may constitute a Change in Control (the "original directors") or (ii) were
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the aggregate of the original directors who were still in
office at the time of the election or nomination and the directors whose
election or nomination was previously so approved; or
(d) Any transaction as a result of which any person is the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing at least 50% of the total
voting power represented by the Company's then outstanding voting securities.
For purposes of this Subsection (d), the term "person" shall have the same
meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall
exclude (i) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of the common stock of the Company.
A transaction shall not constitute a Change in Control if its sole purpose
is to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons
who held the Company's securities immediately before such transaction.
9.3 "Code" means the Internal Revenue Code of 1986, as amended.
9.4 "Committee" means a committee of the Board, as described in Article 2.
9.5 "Common Share" means one share of the common stock of the Company.
9.6 "Company" means Equinix, Inc., a Delaware corporation.
9.7 "Employee" means a common-law employee of the Company, a Parent or a
Subsidiary.
9.8 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
9.9 "Exercise Price" means the amount for which one Common Share may be
purchased upon exercise of such Option, as specified in the applicable Stock
Option Agreement.
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9.10 "Fair Market Value" means the market price of shares of Common Stock,
determined by the Committee in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in The Wall Street Journal. In the case of
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options granted on the effectiveness of the IPO, means the price at which
one share of stock is offered to the public. Such determination shall be
conclusive and binding on all persons.
9.11 "IPO" means the initial offering of common stock of the Company to
the public pursuant to a registration statement filed by the Company with the
Securities and Exchange Commission.
9.12 "Non-Employee Director" means a member of the Board who is not an
Employee.
9.13 "Option" means an option granted under the Plan and entitling the
holder to purchase shares of Common Stock. Options do not qualify as incentive
stock options described in section 422(b) of the Code.
9.14 "Optionee" means an individual or estate who holds an Option.
9.15 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.
9.16 "Plan" means this Equinix, Inc. 2000 Director Option Plan, as amended
from time to time.
9.17 "Stock Option Agreement" means the agreement between the Company and
an Optionee that contains the terms, conditions and restrictions pertaining to
his or her Option.
9.18 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.
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