Exhibit 10.5
THIRD AMENDMENT TO
FIRST AMENDED AND
RESTATED
DIGITAL REALTY TRUST, INC.,
DIGITAL SERVICES, INC. AND
DIGITAL REALTY TRUST, L.P. 2004
INCENTIVE AWARD PLAN
THIS THIRD AMENDMENT TO THE FIRST
AMENDED AND RESTATED DIGITAL REALTY TRUST, INC., DIGITAL SERVICES,
INC. AND DIGITAL REALTY TRUST, L.P. 2004 INCENTIVE AWARD PLAN, made
as of July 28, 2009 (this “ Third Amendment
”), is made and adopted by Digital Realty Trust, Inc., a
Maryland corporation (the “ Company ”).
Capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to them in the Plan (as defined
below).
WHEREAS, the Company maintains the
First Amended and Restated Digital Realty Trust, Inc., Digital
Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award
Plan, as amended by the First and Second Amendments thereto (the
“ Plan ”);
WHEREAS, pursuant to
Section 14.1 of the Plan, the Plan may be amended from time to
time by the Company’s Board of Directors (the “
Board ”); and
WHEREAS, the Company desires to
amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that
the Plan be amended as follows:
1. Section 2.42 of the Plan is
hereby amended and restated in its entirety as follows:
“2.42
RESERVED.”
2. Section 8.10 of the Plan is
hereby amended and restated in its entirety as follows:
“8.10 Granting of Profits
Interest Units to Independent Directors .
(a) During the term of the Plan,
each person who first becomes an Independent Director after the
fifth annual meeting of the Company’s stockholders following
the Public Trading Date (the “ Fifth Annual Meeting
”) shall, on the date on which such person first becomes an
Independent Director, automatically be granted a number of Profits
Interest Units equal to the quotient obtained by dividing
(x) $100,000 by (y) the Fair Market Value of a share of
Stock on the date on which such person first becomes an Independent
Director (the “ Initial Director Award ”). In
addition, during the term of the Plan, commencing as of the sixth
annual meeting of the Company’s stockholders following the
Public Trading Date, each Independent Director shall, on the date
of each annual meeting of the Company’s stockholders, be
granted a number of Profits Interest Units equal to the quotient
obtained by dividing (x) $60,000 by (y
