Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
EVP, Strategic Advisor
Effective as of July 26, 2022, Executive Vice President, Strategic Advisor,
David C. Ruberg's employment with Digital Realty Trust, Inc. (the "REIT") ended
by mutual agreement in connection with the expiration of Mr. Ruberg's Amended
Management Agreement, dated as of January 4, 2021, with the REIT, DLR LLC
(together with the REIT, the "Company") and certain other parties (the "AMA").
Following the expiration of the AMA, Mr. Ruberg's employment had been
temporarily extended by mutual agreement of the Company and Mr. Ruberg and ended
on July 26, 2022.
In connection with the foregoing, on July 25, 2022, the Compensation Committee
of the Company's Board of Directors (the "Committee") approved, and on July 26,
2022, the Company and Mr. Ruberg entered into, a Transition and Consulting
Agreement (the "Transition Agreement"), pursuant to which Mr. Ruberg will
provide up to 10 hours of consulting services per week to the Company. The
initial consulting period under the Transition Agreement will continue until
June 30, 2023 and thereafter automatically will be extended for successive
one-year periods unless either the Company or Mr. Ruberg elects to not extend
the consulting period by providing at least 60 days advance written notice. Mr.
Ruberg's consulting relationship may not be terminated by either party during
the consulting period, other than by the Company for "cause" (as defined in the
Transition Agreement), by mutual agreement of the Company and Mr. Ruberg, by Mr.
Ruberg for any reason, or by reason of a non-extension of the consulting period
as described above.
Under the Transition Agreement, Mr. Ruberg's outstanding Company equity-based
awards will remain outstanding and eligible to vest during the consulting period
in accordance with the applicable award agreements. In addition, the Transition
Agreement provides that Mr. Ruberg will execute and deliver a general release of
claims in favor of the Company. Mr. Ruberg is also subject to certain
restrictive covenants under the Transition Agreement, including confidentiality
and cooperation covenants, and non-competition and non-solicitation restrictions
during the consulting period.
The foregoing description of the Transition Agreement is qualified in its
entirety by the full text of the Transition Agreement, which will be filed as an
exhibit to the Company's and Digital Realty Trust L.P.'s combined Quarterly
Report on Form 10-Q for the quarter ending June 30, 2022.
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