Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Mr. Ferdman
As previously disclosed, on July 24, 2021, the Board of Directors (the "Board")
of the Company appointed David H. Ferdman to serve as the Company's President
and Chief Executive Officer on an interim basis, effective as of July 29, 2021
(the "Transition Date"), while the Board undertakes a search to identify the
Company's next President and Chief Executive Officer. In connection with Mr.
Ferdman's appointment, on August 15, 2021, CyrusOne Management Services LLC, a
subsidiary of the Company, and Mr. Ferdman entered into an employment agreement
(the "Employment Agreement") that sets forth the terms and conditions of Mr.
Ferdman's service as President and Chief Executive Officer on an interim basis,
effective as of the Transition Date.
The Employment Agreement provides that Mr. Ferdman will serve as President and
Chief Executive Officer through the earlier of (i) the appointment of a
permanent President and Chief Executive Officer and (ii) January 29, 2022 (the
"Interim Period End Date"), and that during such time, Mr. Ferdman will (a) be
paid an annual base salary of $850,000, (b) be eligible to receive a performance
bonus with a target amount equal to $1,000,000, and (c) receive a restricted
stock award with respect to 33,459 shares of the Company's common stock that
will vest on December 29, 2021 with respect to 27,882 shares and on January 29,
2022 with respect to 5,577 shares, subject to Mr. Ferdman's continued employment
through the applicable vesting date (the "Restricted Stock Award"). If Mr.
Ferdman's employment is terminated by the Company other than for cause
(including if the Company appoints a permanent President and Chief Executive
Officer other than Mr. Ferdman) or if Mr. Ferdman resigns for good reason, the
Employment Agreement provides that the Restricted Stock Award will immediately
vest and, if Mr. Ferdman provides transition services through the Interim Period
End Date, Mr. Ferdman will continue to receive the cash compensation provided
for under the Employment Agreement through the Interim Period End Date.
The foregoing summary of the Employment Agreement is qualified in its entirety
by reference to the full text of the Employment Agreement, which is attached
hereto as Exhibit 10.1.
Biographical Information for Mr. Ferdman
The Original Form 8-K identified Mr. Ferdman as a director of Filmwerks, Inc.,
Circuit of the Americas, Quality Uptime Services and Cybraics, Inc. As of July
28, 2021, Mr. Ferdman ceased serving as a director of Quality Uptime Services.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement, dated as of August 15, 2021 by and between
David H. Ferdman and CyrusOne Management Services LLC.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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