DIGITAL REALTY TRUST, INC.

The terms of the performance-based Class D Unit awards granted to our named executive officers provide that, in the event of a change in control of the Company, all then-outstanding Performance Vested Units (including any Class D Units) that become Performance Vested Units in connection with the change in control) will vest in full as of the date of the change in control, subject to the named executive officer’s continued service until immediately prior to the change in control. For purposes of this discussion, Performance Vested Units means the number of performance vested Class D Units as determined by the 2014 Plan administrator following the applicable performance period.

If Mr. Mercier’s or Ms. Lee’s service terminates due to disability or, with respect to Mr. Power, due to such named executive officer’s death or disability, prior to the completion of the applicable performance period, the award will remain outstanding and eligible to performance vest in accordance with the regular performance vesting schedule applicable to such award, and any Class D Units that become Performance Vested Units will be fully vested as of the completion of the applicable performance period.

Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the applicable performance period.

For Mr. Mercier and Ms. Lee, if such named executive officer’s service terminates due to death prior to the completion of the applicable performance period, then (i) if such termination occurs on or prior to the second anniversary of the applicable grant date, the award will vest in full with respect to the number of units which would have become Performance Vested Units, in accordance with the regular performance vesting schedule applicable to such award, had the applicable performance condition been achieved at the “target” level; and (ii) if such termination occurs after the second anniversary of the applicable grant date, the award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above, and any Class D Units that become Performance Vested Units will be fully vested as of the completion of the applicable performance period. Any Class D Units that do not become fully vested in accordance with the forgoing will be cancelled and forfeited upon the completion of the applicable performance period.

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If a named executive officer’s service is terminated by the Company or an affiliate thereof other than for “cause” or by the named executive officer for “good reason” or, with respect to Mr. Power (except as otherwise noted), in the event of such named executive officer’s “retirement” (each such term as defined in the applicable award agreement), in any case, prior to the completion of the applicable performance period (and in the case of “retirement”, to the extent that following retirement such named executive officer continues to provide services to the Company as a consultant to the Company), the award will remain outstanding and eligible to performance vest in accordance with the regular performance vesting schedule applicable to such award, and the number of Class D Units that become Performance Vested Units and will be fully vested upon the completion of the applicable performance period will be determined on a pro rata basis, based on the number of days that the named executive officer was employed (and in the case of “retirement”, serving as a consultant) during the applicable performance period. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the applicable performance period.

For Mr. Mercier and Ms. Lee and with respect to certain awards held by Mr. Power, in the event of such named executive officer’s “retirement” (as defined in the applicable award agreement) prior to the completion of the applicable performance period, if the Company either (A) fails to offer the named executive officer a consulting agreement (as defined in the applicable award agreement) immediately following the named executive officer’s retirement, or (B) enters into a consulting agreement with the named executive officer and then terminates both the consulting agreement and the consulting relationship established thereby without “cause” (as defined in the consulting agreement) the award will remain outstanding and eligible to performance vest in accordance with the performance vesting schedule described above, and any Class D Units that become Performance Vested Units as of the completion of the applicable performance period will be fully vested at such time. Any Class D Units that do not become fully vested will be cancelled and forfeited upon the completion of the applicable performance period.

If a named executive officer’s service is terminated due to the named executive officer’s death or disability, by the Company or an affiliate thereof other than for cause, by the named executive officer for good reason or due to the named executive officer’s retirement, in any case, after the completion of the applicable performance period, any Performance Vested Units held by such named executive officer that remain subject to time-based vesting will vest in full upon such termination.