EQUINIX INC

APPENDIX A

Non-GAAP Financial Measures

We have disclosed in this Proxy Statement a financial measure not in accordance with generally accepted accounting principles ("GAAP"). This non-GAAP measure is not an alternative for a measure prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. This measure should be considered in addition to financial measures prepared in accordance with GAAP but not as a substitute for, or superior to, GAAP results. This non-GAAP measure is used by management to assess our financial performance and as a measurement of our performance for certain incentive compensation purposes.

The Talent, Culture and Compensation Committee used AFFO/Share as a pre-established performance goal under the annual incentive plan for fiscal 2021, 2022 and 2023 and under certain of the fiscal 2021, 2022 and 2023 PSU awards.

Reconciliations of Non-GAAP Financial Measures

FFO and AFFO are non-GAAP financial measures commonly used in the REIT industry. FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts. FFO represents net income (loss), excluding gain (loss) from the disposition of real estate assets, depreciation and amortization on real estate assets and adjustments for unconsolidated joint ventures' and non-controlling interests' share of these items.

In presenting AFFO, we exclude certain items that we believe are not good indicators of our current or future operating performance. AFFO represents FFO excluding depreciation and amortization expense on non-real estate assets, accretion, stock-based compensation, stock-based charitable contributions, restructuring charges, impairment charges, transaction costs, an installation revenue adjustment, a straight-line rent expense adjustment, a contract cost adjustment, amortization of deferred financing costs and debt discounts and premiums, gain (loss) on debt extinguishment, an income tax expense adjustment, recurring capital expenditures, net income (loss) from discontinued operations, net of tax, and adjustments from FFO to AFFO for unconsolidated joint ventures' and noncontrolling interests' share of these items. The adjustments for installation revenue, straight-line rent expense and contract costs are intended to isolate the cash activity included within the straight-lined or amortized results in the consolidated statement of operations. We exclude the amortization of deferred financing costs and debt discounts and premiums as these expenses relate to the initial costs incurred in connection with debt financings that have no current or future cash obligations. We exclude gain (loss) on debt extinguishment since it generally represents the write-off of initial costs incurred in connection with debt financings or a cost that is incurred to reduce future interest costs and is not a good indicator of our current or future operating performance. We include an income tax expense adjustment, which represents the non-cash tax impact due to changes in valuation allowances, uncertain tax positions and deferred taxes that do not relate to the current period's operations. We deduct recurring capital expenditures, which represent expenditures to extend the useful life of IBX data centers or other assets that are required to support current revenues. We also exclude net income (loss) from discontinued operations, net of tax, which represents results that may not recur and are not a good indicator of our current or future operating performance.

The following tables present reconciliations of our most comparable GAAP measures to our non-GAAP measures presented:

(1)Impairment charges relate to the impairment of an indemnification asset resulting from the settlement of a pre-acquisition uncertain tax position, which was recorded as Other Income (Expense) on the Consolidated Statements of Operations. This impairment charge was offset by the recognition of tax benefits in the same amount, which was included within the Income tax benefit adjustment line on the table above.

APPENDIX B

Equinix, Inc.

2004 Employee Stock Purchase Plan

SECTION 1. PURPOSE OF THE PLAN.

The Board adopted the Plan to be effective as of June 3, 2004. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other permitted contributions. The Company intends for Offerings under the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code (each, a “Section 423 Offering”); provided, however, that the Committee may also authorize the grant of rights under offerings of the Plan that are not intended to comply with the requirements of Section 423 of the Code (each, a “Non-423 Offering”).

SECTION 2. ADMINISTRATION OF THE PLAN.

(a)Committee Composition. The Committee shall administer the Plan. The Committee shall consist exclusively of one or more directors of the Company, who shall be appointed by the Board.

(b)Committee Responsibilities. The Committee will have full power and authority to administer the Plan, including, without limitation, the authority to (i) construe, interpret, reconcile any inconsistency in, correct any default in and supply any omission in, and apply the terms of the Plan and any enrollment form or other instrument or agreement relating to the Plan, (ii) determine eligibility and adjudicate all disputed claims filed under the Plan, (iii) determine the terms and conditions of any right to purchase shares of Stock under the Plan and amend an outstanding right to purchase shares of Stock, (iv) establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems appropriate for the proper administration of the Plan, and (v) make all other policy decisions and determinations and take any other action that the Committee deems necessary or desirable for the administration of the Plan including, without limitation, the adoption of such rules, procedures, agreements, appendices, or sub-plans (collectively, “Sub-Plans”) as are necessary or appropriate to facilitate participation in the Plan by Eligible Employees in different jurisdictions and/or to take advantage of tax-qualified treatment for the Plan that may be available in certain jurisdictions, as further set forth in Section 2(c) below. The Committee’s determinations under the Plan shall be final and binding on all persons.

(c)Sub-Plans. Notwithstanding any provision to the contrary in this Plan, the Committee may adopt such Sub-Plans relating to the operation and administration of the Plan to accommodate local laws, customs and procedures for jurisdictions in which the Plan is offered, the terms of which Sub-Plans may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such Sub-Plan, the provisions of this Plan will govern the operation of such Sub-Plan. To the extent inconsistent with the requirements of Section 423 of the Code, any such Sub-Plan will be considered part of a Non-423 Offering, and rights granted thereunder will not be required by the terms of the Plan to comply with Section 423 of the Code. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, withholding procedures and handling of stock certificates that vary with applicable local requirements.

(d)Delegation. To the extent not prohibited by applicable law, the Committee may, from time to time, delegate some or all of its authority under the Plan to a subcommittee or subcommittees of the Committee, one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. For purposes of the Plan, reference to the Committee will be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to this Section 2(d).

SECTION 3. ENROLLMENT AND PARTICIPATION.

(a)Offering Periods.

(i)Offering Periods. While the Plan is in effect, two overlapping Offering Periods shall commence in each calendar year. Such Offering Periods shall consist of the 24-month periods commencing on each February 15 and August 15 or such other periods or dates selected from time to time by the Committee.

(ii)Additional Offering Periods. At the discretion of the Committee, additional Offering Periods may be conducted under the Plan. The Committee shall determine the commencement and duration of each Offering Period, and Offering Periods may be consecutive or overlapping.

(iii)Section 423 Offerings and Non-423 Offerings. Subject to Section 16(o), the Committee, in its discretion, will determine whether a Participating Company will participate in Section 423 Offering or a Non-423 Offering, provided that in no event may a Participating Company simultaneously participate in a Section 423 Offering and a Non-423 Offering. The terms and conditions of any Offering shall be those set forth in this Plan document, provided that (A) in the case of a Section 423 offering, such terms are consistent with the requirements for qualification under Section 423 of the Code, and (B) in the case of a Non-423 Offering, such terms may include any changes or additional features as the Committee determines necessary to comply with local law.

(iv)Separate Offerings. Each Offering conducted under the Plan is intended to constitute a separate “offering” for purposes of Section 423 of the Code.

(v) Equal Rights and Privileges. All participants in any Section 423 Offering shall have the same rights and privileges with respect to their participation in such Offering in accordance with Section 423 of the Code and the regulations thereunder except for differences that may be mandated by local law and are consistent with the requirements of Section 423(b)(5) of the Code. The foregoing requirements do not apply under any Non-423 Offering.

(b)Accumulation Periods. While the Plan is in effect, two Accumulation Periods shall commence in each calendar year. The Accumulation Periods shall consist of the six-month periods commencing on each February 15 and August 15 or such other periods or dates selected from time to time by the Committee. If additional Offering Periods are conducted, the Committee shall determine the Accumulation Periods applicable to such Offering Periods.

(c)Enrollment. Any individual who, on the seventh calendar day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form prescribed for this purpose by the Committee. The Committee may require the completion of any alternative period of eligibility service for all Eligible Employees in an

Offering prior to the start of any Offering Period; provided that for any Section 423 Offering, such period shall not exceed two years. The enrollment form shall be completed via the online enrollment process with the Company’s designated Plan broker or, if required by applicable law as determined by the Company in its sole discretion, by completing and submitting an enrollment form to the Company at the prescribed location not later than 10 business days prior to the commencement of such Offering Period, except that the Company may announce a deadline that is less than 10 business days prior to the commencement of an Offering Period.

(d)Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she ceases to be an Eligible Employee, withdraws from the Plan under Section 5(a) or reaches the end of the Accumulation Period in which his or her employee contributions were discontinued under Section 4(d) or 8(b). A Participant who discontinued employee contributions under Section 4(d) or withdrew from the Plan under Section 5(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above. A Participant whose employee contributions were discontinued automatically under Section 8(b) shall automatically resume participation at the beginning of the earliest Accumulation Period ending in the next calendar year, if he or she then is an Eligible Employee.

(e)Applicable Offering Period. For purposes of calculating the Purchase Price under Section 7(b), the applicable Offering Period shall be determined as follows:

(i) Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until the earliest of (A) the end of such Offering Period, (B) the end of his or her participation under Subsection (d) above or (C) re-enrollment for a subsequent Offering Period under Paragraph (ii) or (iii) below.

(ii) In the event that the Fair Market Value of Stock on the last trading day before the commencement of the Offering Period for which the Participant is enrolled is higher than on the last trading day before the commencement of any subsequent Offering Period, the Participant shall automatically be re-enrolled for such subsequent Offering Period.

(iii) Any other provision of the Plan notwithstanding, the Company (at its sole discretion) may determine prior to the commencement of any new Offering Period that all Participants shall be re-enrolled for such new Offering Period.

(iv) When a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.

SECTION 4. EMPLOYEE CONTRIBUTIONS.

(a)Frequency of Contributions. Contributions, as designated by the Participant pursuant to Subsection (b) below, shall occur on each payday during participation in the Plan.

(b)Amount of Contributions. An Eligible Employee shall designate on the enrollment form his or her Contributions in whole percentages from 1% to 15% or such other maximum Contribution rate as may be established by the Committee.

(c)Changing Contribution Rate. Subject to Subsection (d) below, if a Participant wishes to change the rate of Contribution, he or she may do so by filing a new enrollment form with the Company’s designated Plan broker via the online enrollment process or, if required by applicable law as determined by the Company in its sole discretion, by completing and submitting an enrollment form to the Company at the prescribed location at any time. The new Contribution rate shall be effective as soon as reasonably practicable after the Company has received such form. The new Contribution rate shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15% or such other maximum Contribution rate as may be established by the Committee. A Participant may only increase his or her Contribution rate during an open enrollment window.

(d)Limit on Number of Elections. No Participant shall make more than two elections under Subsection (c) above during any Accumulation Period or such lesser or greater number of elections as may be permitted by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee, a Participant may not increase his or her Contribution rate to take effect during an Accumulation Period; any increase in the rate of a Participant’s Contributions may take effect only as of the start of a new Accumulation Period under the Plan or as otherwise determined by the Committee.

SECTION 5. WITHDRAWAL FROM THE PLAN.

(a)Withdrawal. A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company’s designated Plan broker via the online enrollment process or by completing and submitting such form to the Company at the prescribed location at any time before the last day of an Accumulation Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted.

(b)Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 3(c). Re-enrollment may be effective only at the commencement of an Offering Period.

SECTION 6. CHANGE IN EMPLOYMENT STATUS.

(a)Termination of Employment. Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 5(a).

(b)Transfer of Employment. Unless otherwise determined by the Committee, a transfer from one Participating Company to another shall not be treated as a termination of employment, provided that both Participating Companies are then participating in a Section 423 Offering or in a Non-423 Offering.

(c)Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

(d)Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to the Participant’s estate, subject to compliance with applicable laws. Such form shall be

valid only if it was filed with the Company at the prescribed location before the Participant’s death and subject to applicable laws.

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES.

(a)Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.

(b)Purchase Price. The Purchase Price for each share of Stock purchased at the close of an Accumulation Period shall be that price determined by the Committee and announced prior to the first business day of an Offering Period and shall not be less than the lower of:

(i) 85% of the Fair Market Value of such share on the last trading day in such Accumulation Period; or

(ii) 85% of the Fair Market Value of such share on the last trading day before the commencement of the applicable Offering Period (as determined under Section 3(e)).

(c)Number of Shares Purchased. As of the last day of each Accumulation Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with Section 5(a). The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no Participant shall purchase more than 2,500 shares of Stock (or such lesser number announced by the Committee prior to the start of an Offering Period) with respect to any Accumulation Period nor more than the amounts of Stock set forth in Sections 8(b) and 13(a). The Committee may determine with respect to all Participants that any fractional share, as calculated under this Subsection (c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional share.

(d)Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase during an Accumulation Period exceeds the maximum number of shares remaining available for issuance under Section 13(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction. The numerator of such fraction is the number of shares that such Participant has elected to purchase, and the denominator of such fraction is the number of shares that all Participants have elected to purchase.

(e)Issuance of Stock. Certificates representing the shares of Stock purchased by a Participant under the Plan shall be issued to him or her (electronically, unless the Company determines to issue shares of Stock in certificated form) as soon as reasonably practicable after the close of the applicable Accumulation Period, except that the Committee may determine that such shares shall be held for each Participant’s benefit by a broker designated by the Committee, and/or may establish procedures to permit tracking of dispositions of such shares.

(f)Tax Withholding. To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory to the Company to satisfy all Tax-Related Items that arise in connection with the Plan. Without limitation to the foregoing, at the direction of the Company or its

respective agent, the Company or its agent may satisfy all withholding obligations, if any, in with regard to all Tax Related-Item by (i) withholding from the Participant's salary or any other cash payment due to the Participant from the Company or any Participating Company, (ii) withholding from the proceeds of the sale of shares of Stock acquired under the Plan, either through a voluntary sale or a mandatory sale arranged by the Company, (iii) any other method deemed acceptable by the Committee. The Company shall not be required to issue any shares of Stock under the Plan until such obligations are satisfied.

(g)Unused Cash Balances. Unless otherwise determined by the Committee, any amount remaining in the Participant’s Plan Account that represents the Purchase Price for any fractional share shall be carried over in the Participant’s Plan Account to the next Accumulation Period. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above, Section 8(b) or Section 13(a) shall be refunded to the Participant in cash, without interest.

(h)Stockholder Approval. Any other provision of the Plan notwithstanding, no additional rights to purchase shares of Stock shall be granted under the Plan after June 3, 2024 unless and until the Company’s stockholders have approved the Plan, as amended by the Board on April 10, 2024.

SECTION 8. LIMITATIONS ON STOCK OWNERSHIP.

(a)Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing more than 5% of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply:

(i) Ownership of stock shall be determined after applying the attribution rules of section 424(d) of the Code;

(ii) Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan; and

(iii) Each Participant shall be deemed to have the right to purchase 2,500 shares of Stock under this Plan with respect to each Accumulation Period.

(b)Dollar Limit. Any other provision of the Plan notwithstanding, and unless otherwise determined by the Committee for a Non-423 Offering, no Participant shall purchase Stock with a Fair Market Value in excess of the following limit which shall be interpreted and applied in a manner consistent with Code Section 423(b)(8):

(i) In the case of Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased in the current calendar year (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company).

(ii) In the case of Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased (under this Plan and all other employee stock purchase plans

of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year.

(iii) In the case of Stock purchased during an Offering Period that commenced in the second preceding calendar year, the limit shall be equal to (A) $75,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the two preceding calendar years.

For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case as of the beginning of the Offering Period in which such Stock is purchased. Employee stock purchase plans not described in section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Accumulation Period ending in the next calendar year (if he or she then is an Eligible Employee).

SECTION 9. RIGHTS NOT TRANSFERABLE.

The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by the laws of descent and distribution, and subject to compliance with applicable laws. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 5(a).

SECTION 10. NO RIGHTS AS AN EMPLOYEE.

Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.

SECTION 11. NO RIGHTS AS A STOCKHOLDER.

A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Accumulation Period.

SECTION 12. COMPLIANCE WITH LEGAL Requirements.

Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded, and any other securities laws, exchange control laws and other laws applicable to the Plan. If on the last day of an Accumulation Period, the Plan or an Offering thereunder is not in such compliance with applicable laws, no rights granted under the Plan, or as applicable, such

Offering, will be exercised on such date, and, subject to Section 423 of the Code with respect to any Section 423 Offering, the purchase date will be delayed until the Plan, or as applicable, the Offering, is in material compliance, except that the purchase date will in no event be more than 27 months from the first day of the Offering Period. If, on the last day of an Accumulation Period, as delayed to the maximum extent permissible, the Plan, or as applicable, the Offering, is not in material compliance with all applicable laws, as determined by the Company in its sole discretion, no rights granted under the Plan, or as applicable, such Offering, will be exercised and all accumulated but unused Contributions will be distributed to the applicable Participants without interest.

SECTION 13. STOCK OFFERED UNDER THE PLAN.

(a)Authorized Shares. The number of shares of Stock available in the aggregate for purchase under the Plan from and after May 23, 2024 shall be the number of shares previously approved by stockholders and available as of such date, which is 2,261,616 shares (subject to adjustment pursuant to this Section 13). For avoidance of doubt, up to the maximum number of shares of Stock reserved under this Section 13(a) may be used to satisfy purchases of shares of Stock under Section 423 Offerings and any remaining portion of such maximum number of shares of Stock may be used to satisfy purchases of Shares of Stock under Non-423 Offerings.

(b)Anti-Dilution Adjustments. The aggregate number of shares of Stock offered under the Plan, the 2,500‑share limitation described in Section 7(c), the share limitation described in Section 13(a) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (including a mixed-stock-and-cash dividend treated as a distribution of property to which Section 301 of the Code applies), any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a subsidiary to the Company’s stockholders or a similar event, in each case to the extent above and beyond normal cash dividends or amounts in substitution therefor.

(c)Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization or at such earlier date as may be prescribed by the Committee, the Offering Period and Accumulation Period then in progress shall terminate and shares shall be purchased pursuant to Section 7, unless the Plan is continued or assumed by the surviving corporation or its parent corporation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 14. CODE SECTION 409A; TAX QUALIFICATION.

(a)Code Section 409. Rights to purchase shares of Stock granted under a Section 423 Offering are exempt from the application of Section 409A of the Code and rights to purchase shares of Stock granted under a Non-423 Offering are intended to be exempt from Section 409A of the Code pursuant to the “short-term deferral” exemption contained therein. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that a right granted under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause a right under the Plan to be subject to Section 409A of the Code, the Committee may amend the terms of the Plan and/or of an outstanding right granted under the Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding right or future right that may be granted under the Plan from or to allow any such rights to comply with Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section

409A of the Code. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the right to purchase shares of Stock under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. The Company makes no representation that the right to purchase Stock under the Plan is compliant with Section 409A of the Code.

(b)Tax Qualification. Although the Company may endeavor to (i) qualify a right to purchase Stock for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 14(a) hereof. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

SECTION 15. AMENDMENT OR DISCONTINUANCE.

The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice or consent of the Participants. Upon termination of the Plan, all Contributions will cease and all amounts then credited to a Participant's Plan Account will be equitably applied to the purchase of Stock then available for sale, and any remaining amounts will be refunded to the Participants, without interest. The Company’s Chief Executive Officer may also amend the Plan to the extent allowable under applicable law to effect non-material amendments. Except as provided in Section 13, any increase in the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the stockholders of the Company. In addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by an applicable law or regulation.

SECTION 16. DEFINITIONS.

(a)“Accumulation Period” means a period during which contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 3(b).

(b)“Board” means the Board of Directors of the Company, as constituted from time to time.

(c)“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or United States Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(d)“Committee” means a committee of the Board, as described in Section 2.

(e)“Company” means Equinix, Inc., a Delaware corporation.

(f)“Compensation” means (i) the total compensation paid in cash to a Participant by a Participating Company, including salaries, wages, bonuses, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under section 401(k) or 125 of the Code. “Compensation” shall exclude all non-cash items, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits

received under employee benefit plans, income attributable to the exercise of stock options, and similar items. The Committee shall determine whether a particular item is included in Compensation. Further, the Committee shall have the discretion to determine the application of this definition to Participants outside the United States.

(g)“Contributions” means the amount of Compensation contributed by a Participant through payroll deductions or other payments that the Committee may permit a Participant to make toward the purchase of Stock under the Plan (including, but not limited to, contributions made by a Participant in the event that payroll deductions are not permissible or problematic under applicable law).

(h)“Corporate Reorganization” means:

i. The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization; or

ii. The sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.

(i)“Eligible Employee” means any employee of a Participating Company whose customary employment is for more than five months per calendar year and for at least 20 hours per week. The foregoing notwithstanding, the Committee may determine prior to the commencement of an Offering Period that the foregoing exclusion on part-time employees shall not apply or to exclude employees whose customary employment is for fewer hours per week or fewer months in a calendar year; provided that such terms are applied in an identical manner to all employees of every Participating Company in each Section 423 Offering. The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan. The foregoing notwithstanding, the Committee may, prior to the commencement of an Offering Period, (A) provide for such other limitations on eligibility as permitted under Section 423(b)(4) of the Code, which restrictions shall be applied in an identical manner to all employees of every Participating Company in each applicable Section 423 Offering, and/or (B) provide for any other restrictions on eligibility for Non-423 Offering.

(j)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k)“Fair Market Value” means the market price of Stock, determined by the Committee as follows:

(i) If the Stock was traded on The Nasdaq Global Select Market on the date in question, then the Fair Market Value shall be equal to the closing price quoted for such date by such Market;

(ii) If the Stock was traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; or

(iii) If none of the foregoing provisions is applicable, then the Committee shall determine the Fair Market Value in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported directly to the Company by Nasdaq or a stock exchange. Such determination shall be conclusive and binding on all persons.

The determination of fair market value for purposes of withholding or reporting of Tax-Related Items may be made in the Committee's discretion subject to applicable laws and is not required to be consistent with the determination of Fair Market Value for other purposes.

(a)“Offering” means a Section 423 Offering or a Non-423 Offering of a right to purchase Stock under the Plan during an Offering Period.

(b)“Offering Period” means a period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 3(a), provided that an Offering Period shall in no event be longer than 27 months.

(c)“Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 3(c).

(d)“Participating Company” means (i) the Company, (ii) each present or future Subsidiary designated by the Committee as a Participating Company and, solely with respect to participation in a Non-423 Offering hereunder, (iii) any entity that is directly or indirectly controlled by the Company and designated by the Committee as a Participating Company.

(e)“Plan” means this Equinix, Inc. 2004 Employee Stock Purchase Plan, as it may be amended from time to time.

(f)“Plan Account” means the account established for each Participant pursuant to Section 7(a).

(g)“Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 7(b).

(h)“Stock” means the Common Stock of the Company.

(i)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(j)“Tax-Related Items” means any U.S. and non-U.S. federal, provincial, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with his or her participation in the Plan.