Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2021, the Compensation Committee (the "Committee") of the Board of Directors of Digital Realty Trust, Inc. (the "company") approved the entry into an executive severance agreement (the "Severance Agreement") with Christopher Sharp, our Chief Technology Officer. The company and DLR LLC (together with the company, the "employer") entered into the Severance Agreement with Mr. Sharp on May 20, 2021 following the approval by the Committee.

The Severance Agreement has a term commencing on May 20, 2021 and ending on January 31, 2022. In the event that a "change in control" (as defined in the Severance Agreement) occurs during the term of the Severance Agreement, the term will automatically be extended to the second anniversary of the date of such change in control.

The Severance Agreement provides that if Mr. Sharp's employment is terminated by us without "cause" or by Mr. Sharp for "good reason" or in the event of his death or "disability" (each as defined in the Severance Agreement), then, subject to the terms and conditions of the Severance Agreement, Mr. Sharp will become eligible for:

a lump-sum severance payment (payable within 60 days after the date of such

termination) in an amount equal to the sum of: (i) one times (1x) (the

"Severance Multiple") the sum of (a) his annual base salary as in effect on the

termination date, plus (b) his target annual bonus for the fiscal year in which

? the termination date occurs, (ii) a prorated portion of his target annual bonus

for the partial fiscal year in which the termination date occurs, and (iii) if

the termination occurs after a fiscal year-end but before annual bonuses are

paid or determined for such fiscal year, an amount equal to such unpaid bonus

(if any), if determined, or the target bonus if bonuses have not yet been

determined (in any case, the "prior year bonus"); and

employer-paid continued health insurance coverage for a period ending on the

earlier of the twelve-month anniversary of such termination and the date on

? which he becomes eligible to receive comparable health insurance under a

subsequent employer's plan, as well as employer-paid outplacement services for

twelve months following his termination.

In the event of a termination of Mr. Sharp's employment by us without "cause" or by Mr. Sharp for "good reason" within the time period beginning sixty days prior to a "change in control" and ending on the second anniversary of such change in control, Mr. Sharp will be entitled to receive the severance payments and benefits described above, except that the Severance Multiple will be two times (2x), rather than one times (1x).

In addition, subject to the terms and conditions of the Severance Agreement, in the event of Mr. Sharp's "retirement" (as defined in the Severance Agreement), the employer will offer to enter into a consulting agreement with Mr. Sharp, pursuant to which he will continue to provide support and services to the employer on the terms and conditions set forth therein.

Under the Severance Agreement, the severance payments and benefits payable upon certain qualifying terminations of employment, as described above, are subject to Mr. Sharp's timely execution and non-revocation of an effective general release of claims, and his continued compliance with any restrictive covenants applicable to him.

The foregoing description of the Severance Agreement is qualified in its entirety by the full text of the Severance Agreement, the form of which was filed as Exhibit 10.56 to the company's Annual Report on Form 10-K for the fiscal year ending December 31, 2019, filed with the Commission on March 2, 2020.

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