DIGITAL REALTY TRUST, INC.

The terms of the time-based PIU awards granted to our named executive officers provide that, 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” (each such term as defined in the applicable award agreement), then subject to the named executive officer’s timely execution of a general release of claims, the award will vest with respect to the number of time-based PIUs which would have become vested during the 12–month period immediately following the date of such termination had the named executive officer remained continuously employed through such period. If such termination occurs upon or within the 12–month period following a change in control of the Company, then subject to the executive officer’s timely execution of a general release of claims, the time-based PIU awards will vest in full.

If a named executive officer’s service terminates due to death or disability, the time-based PIU awards will vest in full upon such termination. 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), 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 thereafter terminates both the consulting agreement and the consulting relationship established thereby without “cause” (as defined in the applicable consulting agreement), subject to the named executive officer’s timely execution and non-revocation of a general release of claims, the time-based PIU awards will vest in full.

Back to Contents

Carried Interest Plan Awards

The Carried Interest Plan provides that, except as otherwise described below, any awards granted under the Carried Interest Plan that have not fully vested as of the date on which a named executive officer’s service terminates for any reason will be cancelled and forfeited.

If a named executive officer’s service is terminated by the Company or an affiliate thereof without “cause,” by the named executive officer for “good reason” or due to such named executive officer’s “retirement” (each such term as defined in the Carried Interest Plan), in any case, prior to any award satisfying the service condition in full, then, subject to the applicable executive officer’s timely execution of a general release of claims, a pro rata portion of award will satisfy the service condition based on the number of days that the named executive officer was employed or provided services to the Company and its affiliates during the applicable service-vesting period.

If a named executive officer’s service is terminated due to his or her death or disability, the award will satisfy the service condition in full (to the extent not then-satisfied) on the date of such termination.

Any portion of an award that has satisfied the service condition as of the date of a named executive officer’s termination of service (after taking into consideration any accelerated satisfaction of the service condition that may occur in connection with such termination), will remain outstanding and eligible to satisfy the performance condition and become fully vested upon the applicable Initial Carried Interest Payment Date.

If a named executive officer experiences a qualifying termination on or within 12 months following a “change in control” of the Company (as defined in the 2014 Plan or any successor plan thereto), the plan administrator may determine, in its sole discretion, whether to accelerate the vesting or payment (in whole or in part) of any award.

Back to Contents