Exhibit 10.2
DUPONT FABROS TECHNOLOGY,
INC.
Form of Stock Option Award
Agreement
Under the 2009 Long-Term Incentive
Compensation Plan
THIS STOCK OPTION 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 options with respect to 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,
non-qualified options to purchase
( )
shares of Common Stock, at an exercise price of
$ per
share (the “ Stock Option Award ”), that
expires on the 10 th anniversary of the Date of Grant
(the “ Option Period ”), at which time
any unexercised Stock Option Awards shall expire and not be
exercisable.
2. Vesting . Options to
purchase shares of Common Stock with respect to the Stock Option
Award shall become vested and exercisable to the extent provided in
paragraphs (a) or (b) below.
(a) Continued Employment.
Options to purchase
shares of Common Stock with respect to the Stock Option Award shall
become vested and exercisable 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. Options
to purchase an additional
shares of Common Stock with respect to the Stock Option Award shall
become vested and exercisable 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. Options
to purchase
shares of Common Stock with respect to the Stock Option Award shall
become vested and exercisable 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.
Options to purchase all of the shares of Common Stock with respect
to the Stock Option Award (if not sooner vested), shall become
vested and exercisable 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
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