Exhibit 10.47
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT (this “ First Amendment ”), is entered
into as of December 24, 2008, by and between Digital Realty
Trust, Inc. (the “ REIT ”) and DLR, LLC (the
“ Employer ” and together with the REIT, the
“ Company ”), and Richard A. Magnuson ( “
Executive ”). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to such terms in
the Employment Agreement (as defined below).
WHEREAS, the Company and Executive
have entered into that certain Employment Agreement (the “
Employment Agreement ”), dated as of August 7, 2008,
which sets forth the terms and conditions of Executive’s
employment by the Company; and
WHEREAS, the Company and Executive
desire to amend the Employment Agreement as set forth in this First
Amendment.
NOW, THEREFORE, in consideration of
the premises set forth herein and for other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the Company and Executive hereby amend the Employment
Agreement as follows, effective as of the date first above
written:
1. Section 5 of the Employment
Agreement is hereby amended and restated in its entirety as
follows:
“5. C
OMPENSATION
G ROSS -U P . The
amount of compensation payable to you pursuant to Section 4
above will be “grossed up” as necessary (on an
after-tax basis) to compensate for any duplicate social security
withholding taxes due as a result of your shared employment by the
Employer, the REIT and, if applicable, any subsidiary and/or
affiliate thereof; provided, however, that no such gross-up
will be made to the extent you will be entitled to a refund of any
such amounts. If any amounts become payable to you pursuant to this
Section 5, then such amounts shall be paid to you promptly
following the remittance of such taxes to the appropriate taxing
authority, but in no event later than the end of the calendar year
following that in which any such remittance is
made.”
2. Each of Section 6(a)(i) and
(b)(i) of the Employment Agreement is hereby amended by adding the
phrase “(with the exact payment date to be determined by the
Company in its discretion)” immediately after the phrase
“payable within 30 days after your Termination Date”
where the latter appears therein.
3. The reference in
Section 6(c) to “Section 7” is hereby replaced
with “Section 6.”
4. Section 6(d) of the
Employment Agreement is hereby amended and restated in its entirety
as follows:
“(d) Release .
Your right to receive the payments and benefits set forth in this
Section 7 is conditioned on and subject to your execution
within 21 days (or, to the extent required by applicable law, 45
days) following the Termination Date and non-revocation within 7
d
