Exhibit 10.37
October 31, 2008
Jarrett Appleby
Dear Jarrett:
Equinix Operating Company, Inc.
(“Equinix”) is pleased to offer you employment on the
following terms, contingent upon completion of a background
investigation, satisfactory reference checks and approval of the
Compensation Committee of the Board of Directors:
1. Position. You will serve
in a full-time capacity of Chief Marketing Officer and will report
to Steve Smith, CEO & President. By signing this letter
agreement, you represent and warrant to Equinix that you are under
no contractual commitments inconsistent with your obligations to
Equinix.
2. Salary. You will be paid a
salary at the annual rate of $300,000.00, which will be paid on a
semi-monthly basis at $12,500.00 in accordance with Equinix’s
standard payroll practices for salaried employees. This salary will
be subject to adjustment pursuant to Equinix’s employee
compensation policies in effect from time to time.
3. Restricted Stock Unit
Award. Upon commencement of employment, it will be recommended
to the Compensation Committee of Equinix’s Board of Directors
that you be granted 12,500 Restricted Stock Units of common stock
of Equinix under the terms and conditions of the applicable equity
award plan and your award agreement. Subject to your continued
service through each vesting date, the award will vest over 3
years, with 25% of the units granted to vest on June 1, 2009,
and an additional 25% of the units granted to vest on each
December 1st thereafter until fully vested. The Restricted
Stock Units shall provide for acceleration of 50% of the unvested
shares in the event you are subject to an involuntary termination
within 12 months after a change in control (as such terms are
defined in the award agreement). Each unit is an unfunded right to
receive one share of Equinix common stock upon vesting and issuance
of the share provided you remain in active service through the
vesting date. You will also be eligible to participate in a
performance-based restricted stock unit grant in March of 2009 with
the executive team.
4. 401(k) Savings Plan and
Company Match. Each payroll, Equinix will contribute 50 cents
on every dollar up to the first 6% of your salary that you defer
into your 401(k) account. This plan includes a four-year vesting
schedule of the Equinix contributions to your 401(k) account. You
will vest in 25% of the company match after your first year as an
Equinix employee, and 25% each year thereafter. You are eligible to
enroll in and begin contributing to the 401(k) plan on your first
day. This information will be included in your orientation packet
and you will also receive a welcome packet from our 401(k)
provider, Fidelity Investments.
5. Proprietary Information and
Inventions Agreement. Like all Equinix employees, you will be
required, as a condition to your employment with Equinix, to sign
Equinix’s standard Proprietary Information and Inventions
Agreement, a copy of which is attached hereto as Exhibit
A.
6. Period of Employment. Your employment
with Equinix will be “at will,” meani
