AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

between

SWITCH AND DATA MANAGEMENT COMPANY LLC

and

ERNEST SAMPERA

TABLE OF CONTENTS

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EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Switch and Data Management Company LLC, a Delaware limited liability company (the "Company"), and Ernest Sampera (the "Employee") effective as of December 18, 2008 (the "Effective Date").

BACKGROUND

The Company desires to employ the Employee, and the Employee desires to be employed by the Company; in each case, on the terms and conditions of this Agreement. Accordingly, in consideration of the employment by the Company, and of the compensation and other remuneration to be paid by the Company to the Employee for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Employee, the Company and the Employee agree as follows:

TERMS

ARTICLE 1

DEFINITIONS; CONSTRUCTION

1.1. Definitions . In addition to terms defined in the body of this Agreement, capitalized terms used in this Agreement shall have the meanings given to them in Exhibit A.

1.2. Construction . Unless the context requires otherwise: (a) references to Articles and Sections refer to articles and sections of this Agreement; (b) references to Exhibits and Schedules are to exhibits and schedules attached to this Agreement, each of which is made a part of this Agreement for all purposes; and (c) references to money refer to legal currency of the United States of America.

ARTICLE 2

EMPLOYMENT AND DUTIES

2.1. Employment . Subject to the terms of this Agreement, the Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, beginning as of the Effective Date and continuing until the last day of the Stated Term set forth in Section 3.01 unless earlier terminated or extended in accordance with this Agreement (such period of employment being referred to herein as the "Term").

2.2. Position . During the Term, the Employee shall serve as the Senior Vice President and Chief Marketing Officer, of the Company. The Employee acknowledges that the Company is a management company affiliated with Switch & Data Facilities Company, Inc. (the "Parent") and that the Employee’s duties under this Agreement will involve services on behalf of the Company, Parent and the Parent’s subsidiaries (collectively, the "Switch & Data Group").

2.3. Duties and Services . The Employee shall perform diligently and to the best of his abilities the duties and services appertaining to the office referred to in Section 2.2, as well as such additional duties and services appropriate to such office that the Board of Directors of the

Parent (the "Board") or the Chief Executive Officer of the Parent (the "CEO") may determine from time to time. The Employee’s employment shall also be subject to the policies maintained and established by the Board and the CEO, as the same may be amended from time to time. In furtherance of the foregoing, the Employee shall devote his full business time, energy and efforts to the business and affairs of the Company and its affiliates and shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Switch & Data Group, except with the consent of the Board, which consent may be withheld by the Board in its sole discretion. The foregoing notwithstanding, the parties recognize and agree that the Employee may engage in passive personal investments and other business activities that do not conflict with the business and affairs of the Switch & Data Group or interfere with the Employee’s performance of his duties hereunder.

2.4. Duty of Loyalty . The Employee acknowledges and agrees that the Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Switch & Data Group and to do no act that would injure the business, interests or reputation of the Company or any of its subsidiaries or affiliates. In keeping with these duties, the Employee shall make full disclosure to the Board of all business opportunities pertaining to the Switch & Data Group’s business and shall not appropriate for the Employee’s own benefit any such business opportunities.

ARTICLE 3

STATED TERM AND TERMINATION OF EMPLOYMENT

3.1. Stated Term . The stated term (the "Stated Term") of this Agreement shall commence on the Effective Date and end on December 31, 2009. If neither party gives written notice of termination at 30 days prior to the end of the Stated Term or any extension of the Stated Term, this Agreement shall be automatically extended for a period of one year (an "Extended Year Term") on the same terms and conditions as then in effect.

3.2. The Company’s Right to Terminate . Notwithstanding the provisions of Section 3.1, the Employee’s employment shall terminate prior to the expiration of the Stated Term as follows:

(a) the Employee’s employment shall automatically terminate upon the Employee’s death; and

(b) the Company shall have the right to terminate the Employee’s employment at any time for any of the following reasons:

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3.3. The Employee’s Right to Terminate . The Employee may terminate his employment hereunder for Good Reason at any time during the Term, in which event the Employee shall resign from all of his positions with the Company. For purposes of this Agreement, "Good Reason" shall mean any of the following should they occur without the Employee’s prior consent:

(a) The assignment to the Employee by the Company of duties significantly inconsistent with the Employee’s position designated in Section 2.2, or any significant reduction or significant change in either position, stature, or job function, except in connection with the termination of employment for Cause or in connection with the termination of employment by reason of the Employee becoming Totally Disabled; provided, that "Good Reason" shall not occur pursuant to this Section 3.3(a) unless and until the Employee first provides written notice to the Company of such assignment, significant reduction or significant change within 90 days following the effective date of such assignment, significant reduction or significant change, and such assignment, significant reduction or significant change remains uncorrected for more than 30 days following written notice to the Company by the Employee of same;

(b) A reduction by the Company in the Base Salary or benefits received by the Employee in violation of this Agreement; provided, that "Good Reason" shall not occur pursuant to this Section 3.3(b) unless and until the Employee first provides written notice to the Company of such reduction of Base Salary or benefits within 90 days following the effective date of such reduction, and such reduction remains uncorrected for more than 30 days following written notice to the Company by the Employee of same; or

(c) The transfer of the Employee to a new principal business address that is located more than fifty miles from the city limits of Tampa, Florida; provided, that "Good Reason" shall not occur pursuant to this Section 3.3(c) unless and until the Employee first provides written notice to the Company of such transfer within 90 days following the effective date of such transfer, and such transfer remains uncorrected for more than 30 days following written notice to the Company by the Employee of same. It is understood that from time to time, on a temporary basis, the Employee shall perform services for the Company at various locations, worldwide.

The Employee’s termination of his employment shall not constitute a termination for "Good Reason" unless the effective date of such termination is within one year following the effective date of the occurrence of the "Good Reason."

3.4. Effect of Termination .

(a) If Employee’s employment shall terminate by either party giving notice pursuant to Section 2.1 upon the expiration of the Stated Term, then Employee shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Employee hereunder shall terminate contemporaneously with such termination of employment; provided, if Employee complies with the provisions of Articles 6 and 7 hereof, then, subject to subsection 3.4(d) below, Company shall continue to pay Employee the Base Salary (as defined below) for a period of 6 months after the

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expiration of the Stated Term, in such installments and on the same normal payroll dates as Company would have paid in accordance with Company’s normal payroll practice had such expiration not occurred; provided, to the extent permitted by the applicable benefit plan or Company policy, provide Employee with continued benefits that were in effect as of the Termination of this Agreement for a period of six months, as if Employee had remained an active employee of the Company hereunder for such six months. In the event Employee is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement and such ineligibility is caused solely as a result of the termination of this Agreement, then the Company shall provide that Employee with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine.

(b) If Employee’s employment shall terminate prior to expiration of the Stated Term or an Extended Year Term pursuant to Sections 3.2 or 3.3 then, upon such termination, regardless of the reason therefor, Employee shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Employee hereunder shall terminate contemporaneously with such termination; provided, that upon any termination for "Good Reason" or upon any "Without Cause Termination," if Employee complies with the provisions of Articles 6 and 7 hereof, then, subject to subsection 3.4(d) below, Company shall (1) pay Employee, in such installments and on the same normal payroll dates as Company would have paid in accordance with Company’s normal payroll practice had such termination not occurred, the Base Salary (as defined below) for a period of twelve months after such termination (the "Severance Term") (2) pay Employee the amount of the prior year’s bonus (if any) in twelve equal monthly installments during the Severance Term, as nearly as practicable, on the same normal payroll dates that would have been applicable in accordance with the Company’s normal payroll practice had such termination not occurred, and (3) to the extent permitted by the applicable benefit plan or Company policy, provide Employee with continued benefits that were in effect as of the termination of this Agreement for twelve months, as if Employee had remained an active employee of the Company hereunder during the Severance Term. With respect to subsection (3) above, in the event Employee is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement, and such ineligibility is caused solely as a result of the termination of this Agreement, then the Company shall provide Employee with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine. Notwithstanding the above, if a Change in Control of the Parent has occurred and a Without Cause Termination or a termination for Good Reason has occurred, and if the Employee is in compliance with Articles 6 and 7 of this Agreement, then, subject to subsection 3.4(d) below, the Employee shall be entitled to a lump sum payment equal to 1x times the sum of his Base Salary and his prior year’s bonus (in any), in addition to the benefits contemplated by Section 3.4(b)(3).

(c) In light of the difficulties in estimating the damages for an early termination of this Agreement, Company and Employee hereby agree that the payments, if any, to be received by Employee pursuant to this Section 3.4 shall be received by Employee as liquidated damages, and Employee shall not have any right to any other payment or damages hereunder except for such liquidated damages. Any lump sum payment due under this section shall be delivered to the Employee no later than thirty days following the Without Cause Termination or termination for Good Reason.

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(d) With respect to the payments provided by subsections 3.4(a), (b) and (c) above (the "Cash Severance Amount"), in the event the aggregate portion of the Cash Severance Amount payable during the first 6 months of the Severance Term would exceed an amount (the "Minimum Amount") equal to 2 times the lesser of (i) the Employee’s annualized compensation as in effect for the calendar year immediately preceding the calendar year during which the Employee’s termination of employment occurs, or (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code") for the calendar year during which the Employee’s termination of employment occurs, then, to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on the Employee under Section 409A of the Code, (x) the Company shall pay a portion of the Cash Severance Amount equal to the Minimum Amount over the first 6 months of the Severance Term, in equal installments as nearly as practicable, on the normal payroll dates that would have been applicable for the Employee had such termination not occurred, and (y) the Company shall accumulate the portion of the Cash Severance Amount that exceeds the Minimum Amount and that the Employee would otherwise be entitled to receive during the first 6 months of the Severance Term and shall pay such accumulated amount to the Employee in a lump sum on