Exhibit 10.1
DUPONT FABROS TECHNOLOGY,
INC.
Form of Restricted Stock Award
Agreement
Issued Under the 2009 Long-Term
Incentive Compensation Plan
THIS RESTRICTED STOCK AWARD
AGREEMENT (the “ Agreement ”), effective
as of the
day
of
,
2009, governs an award granted by DUPONT FABROS TECHNOLOGY, INC., a
Maryland corporation (the “ Company ”),
of common stock of the Company, par value, $0.001 per share
(“ Common Stock ”), to
(the “ Participant ”), in accordance with
and subject to the provisions of the Company’s 2007 Equity
Compensation Plan (the “ Plan ”). A copy
of the Plan has been made available to the Participant. All terms
used in this Agreement that are defined in the Plan have the same
meaning given them in the Plan.
1. Grant of Awards . In
accordance with the Plan, and effective as of the date of this
Agreement (the “ Date of Grant ”), the
Company hereby grants to the Participant, subject to the terms and
conditions of the Plan and this Agreement, an award of
( )
shares of Common Stock (the “ Restricted Stock
Award ”).
2. Vesting . The
Participant’s interest in the shares of Common Stock covered
by the Restricted Stock Award shall become vested and
nonforfeitable to the extent provided in paragraphs (a) or
(b) below.
(a) Continued Employment. The
Participant’s interest in
of the shares of Common Stock covered by the Restricted Stock Award
shall become vested and nonforfeitable on March 1, 2010, if
the Participant remains in the continuous employ of the Company or
an Affiliate from the Date of Grant until March 1, 2010. The
Participant’s interest in an additional
shares of Common Stock covered by the Restricted Stock Award shall
become vested and nonforfeitable on March 1, 2011, if the
Participant remains in the continuous employ of the Company or an
Affiliate from the Date of Grant until March 1, 2011. The
Participant’s interest in the remaining
shares of Common Stock covered by the Restricted Stock Award shall
become vested and nonforfeitable on March 1, 2012, if the
Participant remains in the continuous employ of the Company or an
Affiliate from the Date of Grant until March 1,
2012.
(b) Change in Control. The
Participant’s interest in all of the shares of Common Stock
covered by the Restricted Stock Award (if not sooner vested), shall
become vested and nonforfeitable on a Control Change Date (as
defined in and governed by the Plan) if the Participant remains in
the continuous employ of the Company or an Affiliate from the Date
of Grant until the Control Change Date. For purposes of this
Agreement, the term “Related Entity” referenced in the
defined term “Person” in the Plan shall mean Lammot J.
du Pont and/or Hossein Fateh, or an entity controlled by Lammot J.
du Pont and/or Hossein Fateh.
Except as provided in this
Section 2, any shares of Common Stock covered by the
Restricted Stock Award that are not vested and nonfor
