Exhibit 10.45
EQUINIX, INC. 2000 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK AWARD
You have been granted restricted shares of Common Stock of Equinix, Inc. (the “Company”) on the following terms:
| Name of Recipient: | ||
| Total Number of Shares Granted: | ||
| Fair Market Value per Share: | $ | |
| Total Fair Market Value of Award: | $ | |
| Date of Grant: | ||
| Vesting Commencement Date: | ||
| Vesting Schedule: | The first 25% of the shares subject to this award shall vest on the date you complete twelve months of continuous “Service” (as defined in the Restricted Stock Agreement) from the Vesting Commencement Date. Thereafter, an additional 12.5% of the shares subject to this award shall vest on your completion of each six months of continuous Service thereafter. | |
You and the Company agree that these shares are granted under and governed by the terms and conditions of the Equinix, Inc. 2000 Equity Incentive Plan (the “Plan”) and the Restricted Stock Agreement, which is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email. By your signature below, you agree to pay any withholding taxes due on vesting or transfer of the shares.
| RECIPIENT: | EQUINIX, INC. | |||||||
| By: | ||||||||
| Title: | ||||||||
EQUINIX, INC. 2000 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
| Payment for Shares | No payment is required for the shares that you are receiving, except for satisfying any withholding taxes that may be due as a result of the grant of this award or the vesting or transfer of the shares. | |
| Transfer | On the terms and conditions set forth in the Notice of Restricted Stock Award and this Agreement, the Company agrees to transfer to you the number of Shares set forth in the Notice of Restricted Stock Award. | |
| Vesting | The shares will vest in installments, as shown in the Notice of Restricted Stock Award. No additional shares will vest after your service as an employee, consultant or outside director of the Company or a parent or subsidiary of the Company (“Service”) has terminated for any reason. | |
| Change in Control | In the event of a Change in Control, then the vesting of the shares will automatically accelerate as if you had completed an additional 12 months of Service. In addition, in the event of a Change in Control, the vesting of the shares will automatically accelerate in full if this award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with an equivalent award for shares of the capital stock of the successor corporation (or its parent). The determination of award equivalence will be made by the Company’s Board of Directors in good faith, and its determination will be final, binding and conclusive. Change in Control is defined in the Company’s 2000 Equity Incentive Plan. | |
| Section 18 of the Plan shall not apply to this Agreement | ||
| Involuntary Termination |
If the award is assumed by the successor corporation (or its parent) and you experience an Involuntary Termination within eighteen months following a Change in Control, the vesting of the shares will automatically accelerate so that this award will, immediately before the effective date of the Involuntary Termination, become fully vested for all of the shares of Common Stock subject to this award. | |
| Involuntary Termination shall have the meaning ascribed to such term in the Severance Agreement between you and the Company dated March 16, 2007. | ||
| Shares Restricted | Unvested shares will be considered “Restricted Shares.” You may not sell, transfer, pledge or otherwise dispose of any Restricted Shares without the written consent of the Company, except as provided in the | |
| next sentence. You may transfer Restricted Shares to your spouse, children or grandchildren or to a trust established by you for the benefit of yourself or your spouse, children or grandchildren. However, a transferee of Restricted Shares must agree in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. | ||
| Forfeiture | If your Service terminates for any reason, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited. The Company determines when your Service terminates for this purpose. | |
| Leaves of Absence and Part-Time Work |
For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy or the terms of your leave. But your Service terminates when the approved leave ends, unless you immediately return to active work. | |
| If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. | ||
| Stock Certificates | The Company will hold your Restricted Shares for you. After shares have vested, a stock certificate for those shares will be released to a broker for your account. The Company will select the broker at its discretion. | |
| Voting Rights | You may vote your shares even before they vest. | |
| Withholding Taxes | No stock certificates will be released to you unless you have made arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of this award or the vesting of the shares. With the Company’s consent, these arrangements may include (a) withholding shares of Company stock that otherwise would be issued to you when they vest, (b) surrendering shares that you previously acquired, or (c) deducting the withholding taxes from any cash compensation payable to you. The fair market value of the shares you | |
| surrender, determined as of the date taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. | ||
| Restrictions on Resale |
By signing this Agreement, you agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. | |
| No Retention Rights | Your award or this Agreement does not give you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause. | |
| Adjustments | In the event of a stock split, a stock dividend or a similar change in Company capital stock, the number of shares that remain subject to forfeiture will be adjusted accordingly. | |
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions). | |
| The Plan and Other Agreements | The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties. | |
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
EQUINIX, INC. 2000 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK AWARD
You have been granted restricted shares of Common Stock of Equinix, Inc. (the “Company”) on the following terms:
| Name of Recipient: | ||
| Total Number of Shares Granted: | ||
| Fair Market Value per Share: | $ | |
| Total Fair Market Value of Award: | $ | |
| Date of Grant: | ||
| Vesting Commencement Date: | ||
| Vesting Schedule: | The first 25% of the shares subject to this award shall vest on the later of (A) the date after you complete twelve months of continuous “Service” (as defined in the Restricted Stock Agreement) from the Vesting Commencement Date and (B) the first trading day on which the Common Stock closes at or above the price appreciation target for the first vesting installment as set forth on Schedule A. Thereafter, an additional 12.5% of the shares subject to this award shall vest on the later of (A) your completion of each six months of continuous Service thereafter and (B) the first trading day on which the Common Stock closes at or above the price appreciation target for the applicable vesting installment as set forth on Schedule A. | |
You and the Company agree that these shares are granted under and governed by the terms and conditions of the Equinix, Inc. 2000 Equity Incentive Plan (the “Plan”) and the Restricted Stock Agreement, which is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email. By your signature below, you agree to pay any withholding taxes due on vesting or transfer of the shares.
| RECIPIENT: | EQUINIX, INC. | |||||||
| By: | ||||||||
| Title: | ||||||||
EQUINIX, INC. 2000 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
| Payment for Shares | No payment is required for the shares that you are receiving, except for satisfying any withholding taxes that may be due as a result of the grant of this award or the vesting or transfer of the shares. | |
| Transfer | On the terms and conditions set forth in the Notice of Restricted Stock Award and this Agreement, the Company agrees to transfer to you the number of Shares set forth in the Notice of Restricted Stock Award. | |
| Vesting | The shares will vest in installments, as shown in the Notice of Restricted Stock Award. No additional shares will vest after your service as an employee, consultant or outside director of the Company or a parent or subsidiary of the Company (“Service”) has terminated for any reason. | |
| Change in Control | In the event of a Change in Control, then the vesting of the shares will automatically accelerate as if you had completed an additional 12 months of Service and the price appreciation targets set forth on Schedule A during that 12 month period shall not be applicable. In addition, in the event of a Change in Control, the vesting of the shares will automatically accelerate in full if this award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with an equivalent award for shares of the capital stock of the successor corporation (or its parent). The determination of award equivalence will be made by the Company’s Board of Directors in good faith, and its determination will be final, binding and conclusive. Change in Control is defined in the Company’s 2000 Equity Incentive Plan. | |
| Section 18 of the Plan shall not apply to this Agreement. | ||
| Involuntary Termination | If the award is assumed by the successor corporation (or its parent) and you experience an Involuntary Termination within eighteen months following a Change in Control, the vesting of the shares will automatically accelerate so that this award will, immediately before the effective date of the Involuntary Termination, become fully vested for all of the shares of Common Stock subject to this award. | |
| Involuntary Termination shall have the meaning ascribed to such term in the Severance Agreement between you and the Company dated March 16, 2007. | ||
| Shares Restricted | Unvested shares will be considered “Restricted Shares.” You may not sell, transfer, pledge or otherwise dispose of any Restricted Shares without the written consent of the Company, except as provided in the next sentence. You may transfer Restricted Shares to your spouse, children or grandchildren or to a trust established by you for the benefit of yourself or your spouse, children or grandchildren. However, a transferee of Restricted Shares must agree in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. | |
| Forfeiture | If your Service terminates for any reason, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination. This means that the Restricted Shares will immediately revert to the Company. You receive no payment for Restricted Shares that are forfeited. The Company determines when your Service terminates for this purpose. | |
| Leaves of Absence and Part-Time Work |
For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy or the terms of your leave. But your Service terminates when the approved leave ends, unless you immediately return to active work. | |
| If you go on a leave of absence, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Restricted Stock Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. | ||
| Stock Certificates | The Company will hold your Restricted Shares for you. After shares have vested, a stock certificate for those shares will be released to a broker for your account. The Company will select the broker at its discretion. | |
| Voting Rights | You may vote your shares even before they vest. | |
| Withholding Taxes | No stock certificates will be released to you unless you have made arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of this award or the vesting of the shares. With the Company’s consent, these arrangements may include (a) withholding shares of Company stock that otherwise would be issued | |
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| to you when they vest, (b) surrendering shares that you previously acquired, or (c) deducting the withholding taxes from any cash compensation payable to you. The fair market value of the shares you surrender, determined as of the date taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. | ||
| Restrictions on Resale |
By signing this Agreement, you agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. | |
| No Retention Rights | Your award or this Agreement does not give you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause. | |
| Adjustments | In the event of a stock split, a stock dividend or a similar change in Company capital stock, the number of shares that remain subject to forfeiture will be adjusted accordingly. | |
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions). | |
| The Plan and Other Agreements | The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties. | |
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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Schedule A
Vesting Triggers Tied to Stock Price Appreciation
| Vesting Installment |
Time Based Vesting Date |
Stock Price Appreciation Target | ||
In order to vest at each six (6) month interval, the Common Stock must have closed on at least one (1) trading day, at or above the corresponding price appreciation target indicated for the applicable vesting installment. If the price is achieved at a later date, then the Shares vest on that date. Vesting may be cumulative as tied to closing stock price appreciation.
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