Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In accordance with the terms of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 14, 2021, by and among CyrusOne Inc., a
Maryland corporation (the "Company"), Cavalry Parent L.P., a Delaware limited
partnership ("Parent"), and Cavalry Merger Sub LLC, a Delaware limited liability
company and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to
which, subject to the terms and conditions of the Merger Agreement, Merger Sub
will be merged with and into the Company (the "Merger"), with the Company
surviving the Merger as a wholly owned subsidiary of Parent, the Company has
established a cash-based deal retention bonus program for the benefit of certain
Company employees.
On December 29, 2021, the Company awarded deal retention bonuses under such
program to David Ferdman (Interim President and Chief Executive Officer),
Katherine Motlagh (Executive Vice President and Chief Financial Officer), John
Hatem (Executive Vice President and Chief Operating Officer) and Robert Jackson
(Executive Vice President, General Counsel & Secretary) in an amount equal to
$4,000,000, $500,000, $1,000,000 and $1,000,000, respectively. Under the terms
of the deal retention bonuses approved by the Compensation Committee of the
Board of the Company (the "Committee"), fifty percent of each award is payable
upon the closing of the Merger and the remaining fifty percent will become
payable 90 days following the closing of the Merger, subject to continued
employment through the relevant payment date, although payment of the second
installment will also be made upon a termination that would otherwise entitle
the recipient to severance compensation.
The foregoing description of the deal retention bonuses is qualified in its
entirety by reference to the form of Deal Bonus Agreement approved by the
Committee, a copy of which is filed as Exhibit 10.1 herewith and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Deal Bonus Agreement.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.© Edgar Online, source Glimpses
CYRUSONE INC. 
