株探米国株
日本語 英語
エドガーで原本を確認する
000110123912/312024Q1FALSETRUETRUEP1Y0M0DP3Yhttp://fasb.org/us-gaap/2023#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2023#PropertyPlantAndEquipmentNetxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureeqix:regioniso4217:GBPeqix:creditiso4217:JPYiso4217:CHFeqix:planeqix:countryeqix:lineeqix:segment00011012392024-01-012024-03-310001101239us-gaap:CommonClassAMember2024-01-012024-03-310001101239eqix:ZeroPointTwoFiveZeroSeniorNotesDueTwoThousandTwentySevenMember2024-01-012024-03-310001101239eqix:OnePointZeroZeroZeroSeniorNotesDueTwoThousandThirtyThreeMember2024-01-012024-03-3100011012392024-05-0700011012392024-03-3100011012392023-12-3100011012392023-01-012023-03-3100011012392022-12-3100011012392023-03-310001101239srt:MinimumMember2024-03-310001101239srt:MaximumMember2024-03-3100011012392024-04-012024-03-3100011012392026-04-01srt:MinimumMember2024-03-3100011012392026-04-01srt:MaximumMember2024-03-310001101239eqix:EMEA1JointVentureMember2024-03-310001101239eqix:EMEA1JointVentureMember2023-12-310001101239eqix:VariableInterestEntityVIEJointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001101239eqix:VariableInterestEntityVIEJointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2023-12-310001101239eqix:JointVentureMember2024-03-310001101239eqix:JointVentureMember2023-12-310001101239eqix:AsiaPacific1JointVentureAsiaPacific2JointVentureAsiaPacific3JointVentureEMEA2JointVentureAndAMER1JointVentureMember2024-01-012024-03-310001101239eqix:EMEA1JointVentureMembereqix:EquityContributionCommitmentMember2024-03-310001101239eqix:AMER1JointVentureMembereqix:Mexico3MX3DataCenterSiteMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-03-012023-03-310001101239eqix:AMER1JointVentureMember2023-03-310001101239us-gaap:CorporateJointVentureMembereqix:VIEJointVentureMember2024-03-310001101239eqix:VariableInterestEntityVIEJointVentureMembereqix:EMEA2JointVentureCreditFacilityMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001101239eqix:EMEA2JointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001101239eqix:EMEA2JointVentureCreditFacilityMembereqix:EMEA2JointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001101239eqix:EMEA1JointVentureMemberus-gaap:CorporateJointVentureMember2024-01-012024-03-310001101239eqix:EMEA1JointVentureMemberus-gaap:CorporateJointVentureMember2023-01-012023-03-310001101239eqix:VariableInterestEntityVIEJointVentureMemberus-gaap:CorporateJointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-01-012024-03-310001101239eqix:VariableInterestEntityVIEJointVentureMemberus-gaap:CorporateJointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2023-01-012023-03-310001101239eqix:EMEA1JointVentureMemberus-gaap:CorporateJointVentureMembereqix:SubleaseEquinixsLondon102DataCenterMember2024-01-012024-03-310001101239eqix:EMEA1JointVentureMemberus-gaap:CorporateJointVentureMember2024-03-310001101239eqix:EMEA1JointVentureMemberus-gaap:CorporateJointVentureMember2023-12-310001101239us-gaap:CorporateJointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001101239us-gaap:CorporateJointVentureMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2023-12-310001101239us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2024-03-310001101239us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2023-12-310001101239eqix:ForeignCurrencyDebtMemberus-gaap:NetInvestmentHedgingMember2024-01-012024-03-310001101239eqix:ForeignCurrencyDebtMemberus-gaap:NetInvestmentHedgingMember2023-01-012023-03-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:NetInvestmentHedgingMember2024-01-012024-03-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:NetInvestmentHedgingMember2023-01-012023-03-310001101239us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2024-01-012024-03-310001101239us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2023-01-012023-03-310001101239us-gaap:NetInvestmentHedgingMember2024-01-012024-03-310001101239us-gaap:NetInvestmentHedgingMember2023-01-012023-03-310001101239us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2024-03-310001101239us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-12-310001101239us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2024-01-012024-03-310001101239us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-01-012023-03-310001101239us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2024-01-012024-03-310001101239us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2023-01-012023-03-310001101239us-gaap:CashFlowHedgingMemberus-gaap:InterestRateLockCommitmentsMember2024-01-012024-03-310001101239us-gaap:CashFlowHedgingMemberus-gaap:InterestRateLockCommitmentsMember2023-01-012023-03-310001101239us-gaap:CashFlowHedgingMember2024-01-012024-03-310001101239us-gaap:CashFlowHedgingMember2023-01-012023-03-310001101239us-gaap:CashFlowHedgingMemberus-gaap:SalesMemberus-gaap:ForeignExchangeForwardMember2024-01-012024-03-310001101239us-gaap:CashFlowHedgingMemberus-gaap:SalesMemberus-gaap:ForeignExchangeForwardMember2023-01-012023-03-310001101239eqix:CostOfSalesAndOperatingExpensesMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeForwardMember2024-01-012024-03-310001101239eqix:CostOfSalesAndOperatingExpensesMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeForwardMember2023-01-012023-03-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:OtherOperatingIncomeExpenseMember2024-01-012024-03-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:OtherOperatingIncomeExpenseMember2023-01-012023-03-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2024-03-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2023-12-310001101239us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2024-03-310001101239us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2023-12-310001101239us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2024-03-310001101239us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-12-310001101239us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-03-310001101239us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2023-12-310001101239us-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001101239us-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:NondesignatedMember2024-03-310001101239eqix:ForeignCurrencyForwardContractMemberus-gaap:NondesignatedMember2023-12-310001101239us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NondesignatedMember2024-03-310001101239us-gaap:CrossCurrencyInterestRateContractMemberus-gaap:NondesignatedMember2023-12-310001101239us-gaap:NondesignatedMember2024-03-310001101239us-gaap:NondesignatedMember2023-12-3100011012392023-01-012023-12-310001101239us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001101239us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001101239us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001101239us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001101239us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001101239us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001101239us-gaap:FairValueMeasurementsRecurringMember2024-03-310001101239us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001101239us-gaap:FairValueMeasurementsRecurringMember2023-12-310001101239us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001101239us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001101239us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001101239srt:MinimumMember2024-01-012024-03-310001101239srt:MaximumMember2024-01-012024-03-310001101239us-gaap:UnsecuredDebtMember2024-03-310001101239us-gaap:UnsecuredDebtMember2023-12-310001101239eqix:MortgagePayableAndOtherLoansPayableMember2024-03-310001101239eqix:MortgagePayableAndOtherLoansPayableMember2023-12-310001101239us-gaap:RevolvingCreditFacilityMembereqix:A2022SeniorCreditFacilityMemberus-gaap:LineOfCreditMember2022-01-070001101239eqix:A2022SeniorCreditFacilityMemberus-gaap:UnsecuredDebtMemberus-gaap:LineOfCreditMember2022-01-070001101239eqix:A2022SeniorCreditFacilityMemberus-gaap:UnsecuredDebtMemberus-gaap:LineOfCreditMember2022-01-072022-01-070001101239eqix:A2022SeniorCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MinimumMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001101239eqix:A2022SeniorCreditFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MaximumMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001101239eqix:SterlingOvernightIndexAverageRateMembereqix:A2022SeniorCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001101239eqix:SterlingOvernightIndexAverageRateMembereqix:A2022SeniorCreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001101239eqix:A2022SeniorCreditFacilityMembersrt:MinimumMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001101239eqix:A2022SeniorCreditFacilityMembersrt:MaximumMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001101239us-gaap:UnsecuredDebtMemberus-gaap:LineOfCreditMember2024-03-310001101239us-gaap:UnsecuredDebtMemberus-gaap:LineOfCreditMember2023-12-310001101239us-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMember2024-03-310001101239us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-310001101239us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-310001101239eqix:TwoPointSixTwoFiveSeniorNotesDueInTwoThousandTwentyFourMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointSixTwoFiveSeniorNotesDueInTwoThousandTwentyFourMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:OnePointTwoFiveZeroPercentSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:OnePointTwoFiveZeroPercentSeniorNotesDueTwoThousandTwentyFiveMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:OnePointZeroZeroZeroPercentSeniorNotesDueTwentyTwentyFiveMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:OnePointZeroZeroZeroPercentSeniorNotesDueTwentyTwentyFiveMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointNineZeroZeroSeniorNotesDueTwoThousandTwentySixMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointNineZeroZeroSeniorNotesDueTwoThousandTwentySixMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:OnePointFourFiveZeroPercentSeniorNotesDueTwoThousandTwentySixMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:OnePointFourFiveZeroPercentSeniorNotesDueTwoThousandTwentySixMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:ZeroPointTwoFiveZeroPercentEuroSeniorNotesDueTwoThousandTwentySevenMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:ZeroPointTwoFiveZeroPercentEuroSeniorNotesDueTwoThousandTwentySevenMemberus-gaap:SeniorNotesMember2023-12-310001101239us-gaap:SeniorNotesMembereqix:OnePointEightPercentSeniorNotesDueTwoThousandTwentySevenMember2024-03-310001101239us-gaap:SeniorNotesMembereqix:OnePointEightPercentSeniorNotesDueTwoThousandTwentySevenMember2023-12-310001101239eqix:OnePointFiveFiveZeroPercentNotesDueTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:OnePointFiveFiveZeroPercentNotesDueTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointZeroZeroZeroPercentSeniorNotesDueTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointZeroZeroZeroPercentSeniorNotesDueTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointEightSevenFivePercentSeniorNotesDueTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointEightSevenFivePercentSeniorNotesDueTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2023-12-310001101239us-gaap:SeniorNotesMembereqix:ThreePointTwoZeroZeroPercentSeniorNotesDueInTwoThousandTwentyNineMember2024-03-310001101239us-gaap:SeniorNotesMembereqix:ThreePointTwoZeroZeroPercentSeniorNotesDueInTwoThousandTwentyNineMember2023-12-310001101239us-gaap:SeniorNotesMembereqix:TwoPointOneFiveZeroPercentSeniorNotesDueTwoThousandThirtyMember2024-03-310001101239us-gaap:SeniorNotesMembereqix:TwoPointOneFiveZeroPercentSeniorNotesDueTwoThousandThirtyMember2023-12-310001101239eqix:TwoPointFiveZeroZeroPercentSeniorNotesDueTwoThousandThirtyOneMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointFiveZeroZeroPercentSeniorNotesDueTwoThousandThirtyOneMemberus-gaap:SeniorNotesMember2023-12-310001101239us-gaap:SeniorNotesMembereqix:ThreePointNineZeroZeroPercentSeniorNotesDueTwoThousandThirtyTwoMember2024-03-310001101239us-gaap:SeniorNotesMembereqix:ThreePointNineZeroZeroPercentSeniorNotesDueTwoThousandThirtyTwoMember2023-12-310001101239us-gaap:SeniorNotesMembereqix:OnePointZeroZeroZeroPercentEuroSeniorNotesDueTwoThousandThirtyThreeMember2024-03-310001101239us-gaap:SeniorNotesMembereqix:OnePointZeroZeroZeroPercentEuroSeniorNotesDueTwoThousandThirtyThreeMember2023-12-310001101239eqix:TwoPointZeroZeroZeroPercentJPYSeriesANotesDueTwoThousandThirtyFiveMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointZeroZeroZeroPercentJPYSeriesANotesDueTwoThousandThirtyFiveMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointOneThreeZeroPercentJPYSeriesCNotesDueTwoThousandThirtyFiveMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointOneThreeZeroPercentJPYSeriesCNotesDueTwoThousandThirtyFiveMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointThreeSevenZeroPercentJPYSeriesBNotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointThreeSevenZeroPercentJPYSeriesBNotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointFiveSevenZeroPercentJPYSeriesDNotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointFiveSevenZeroPercentJPYSeriesDNotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointFiveSevenZeroPercentJPYSeriesENotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:TwoPointFiveSevenZeroPercentJPYSeriesENotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2023-12-310001101239eqix:ThreePointZeroPercentSeniorNotesDueTwoThousandFiftyMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:ThreePointZeroPercentSeniorNotesDueTwoThousandFiftyMemberus-gaap:SeniorNotesMember2023-12-310001101239us-gaap:SeniorNotesMembereqix:TwoPointNineFiveZeroPercentSeniorNotesDueTwoThousandFiftyOneMember2024-03-310001101239us-gaap:SeniorNotesMembereqix:TwoPointNineFiveZeroPercentSeniorNotesDueTwoThousandFiftyOneMember2023-12-310001101239eqix:ThreePointFourZeroZeroPercentSeniorNotesDueTwoThousandFiftyTwoMemberus-gaap:SeniorNotesMember2024-03-310001101239eqix:ThreePointFourZeroZeroPercentSeniorNotesDueTwoThousandFiftyTwoMemberus-gaap:SeniorNotesMember2023-12-310001101239us-gaap:SeniorNotesMember2024-03-310001101239us-gaap:SeniorNotesMember2023-12-310001101239eqix:TwoPointFiveSevenZeroPercentJPYSeriesENotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2023-02-160001101239eqix:TwoPointZeroZeroZeroPercentJPYSeriesANotesDueTwoThousandThirtyFiveMemberus-gaap:SeniorNotesMember2023-03-080001101239eqix:TwoPointThreeSevenZeroPercentJPYSeriesBNotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2023-03-080001101239eqix:TwoPointOneThreeZeroPercentJPYSeriesCNotesDueTwoThousandThirtyFiveMemberus-gaap:SeniorNotesMember2023-03-080001101239eqix:TwoPointFiveSevenZeroPercentJPYSeriesDNotesDueTwoThousandFortyThreeMemberus-gaap:SeniorNotesMember2023-03-080001101239eqix:TwoPointEightSevenFivePercentSeniorNotesDueTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2023-09-120001101239us-gaap:CapitalAdditionsMember2024-03-310001101239eqix:MiscellaneousPurchaseCommitmentsMember2024-03-310001101239us-gaap:IndemnificationGuaranteeMember2024-03-310001101239eqix:IndemnificationAgreementTwoMember2024-03-310001101239eqix:IndemnificationAgreementThreeMember2024-03-310001101239eqix:ServiceLevelCreditsAgreementMember2024-03-310001101239eqix:AMER1JointVentureMembereqix:AMER1JointVentureCreditMemberus-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2024-03-310001101239us-gaap:CommonStockMember2023-12-310001101239us-gaap:TreasuryStockCommonMember2023-12-310001101239us-gaap:AdditionalPaidInCapitalMember2023-12-310001101239us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-12-310001101239us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001101239us-gaap:RetainedEarningsMember2023-12-310001101239us-gaap:RetainedEarningsMember2024-01-012024-03-310001101239us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001101239us-gaap:CommonStockMember2024-01-012024-03-310001101239us-gaap:TreasuryStockCommonMember2024-01-012024-03-310001101239us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001101239us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-01-012024-03-310001101239us-gaap:CommonStockMember2024-03-310001101239us-gaap:TreasuryStockCommonMember2024-03-310001101239us-gaap:AdditionalPaidInCapitalMember2024-03-310001101239us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-03-310001101239us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001101239us-gaap:RetainedEarningsMember2024-03-310001101239us-gaap:CommonStockMember2022-12-310001101239us-gaap:TreasuryStockCommonMember2022-12-310001101239us-gaap:AdditionalPaidInCapitalMember2022-12-310001101239us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2022-12-310001101239us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001101239us-gaap:RetainedEarningsMember2022-12-310001101239us-gaap:RetainedEarningsMember2023-01-012023-03-310001101239us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310001101239us-gaap:CommonStockMember2023-01-012023-03-310001101239us-gaap:TreasuryStockCommonMember2023-01-012023-03-310001101239us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001101239us-gaap:CommonStockMembereqix:ATMProgramMember2023-01-012023-03-310001101239us-gaap:AdditionalPaidInCapitalMembereqix:ATMProgramMember2023-01-012023-03-310001101239eqix:ATMProgramMember2023-01-012023-03-310001101239us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-01-012023-03-310001101239us-gaap:CommonStockMember2023-03-310001101239us-gaap:TreasuryStockCommonMember2023-03-310001101239us-gaap:AdditionalPaidInCapitalMember2023-03-310001101239us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-03-310001101239us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001101239us-gaap:RetainedEarningsMember2023-03-310001101239us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001101239us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-03-310001101239us-gaap:AccumulatedTranslationAdjustmentMember2024-03-310001101239us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001101239us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-03-310001101239us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-03-310001101239eqix:AccumulatedForeignCurrencyGainLossNetInvestmentHedgesAttributabletoParentMember2023-12-310001101239eqix:AccumulatedForeignCurrencyGainLossNetInvestmentHedgesAttributabletoParentMember2024-01-012024-03-310001101239eqix:AccumulatedForeignCurrencyGainLossNetInvestmentHedgesAttributabletoParentMember2024-03-310001101239us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2023-12-310001101239us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2024-01-012024-03-310001101239us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2024-03-310001101239eqix:A2022ATMProgramMember2020-10-310001101239eqix:A2022ATMProgramMember2022-11-300001101239eqix:A2022ATMProgramMember2024-03-310001101239us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-03-310001101239us-gaap:CostOfSalesMember2024-01-012024-03-310001101239us-gaap:CostOfSalesMember2023-01-012023-03-310001101239us-gaap:SellingAndMarketingExpenseMember2024-01-012024-03-310001101239us-gaap:SellingAndMarketingExpenseMember2023-01-012023-03-310001101239us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-03-310001101239us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-03-3100011012392023-04-032023-04-030001101239eqix:IndonesianOperatingEntityMember2023-04-032023-04-030001101239eqix:IndonesianOperatingEntityMemberus-gaap:OtherAssetsMember2024-03-310001101239eqix:IndonesianOperatingEntityMemberus-gaap:OtherLiabilitiesMember2024-03-310001101239eqix:AmericasSegmentMembereqix:ColocationMember2024-01-012024-03-310001101239eqix:EMEASegmentMembereqix:ColocationMember2024-01-012024-03-310001101239eqix:AsiaPacificSegmentMembereqix:ColocationMember2024-01-012024-03-310001101239eqix:ColocationMember2024-01-012024-03-310001101239eqix:InterconnectionMembereqix:AmericasSegmentMember2024-01-012024-03-310001101239eqix:InterconnectionMembereqix:EMEASegmentMember2024-01-012024-03-310001101239eqix:InterconnectionMembereqix:AsiaPacificSegmentMember2024-01-012024-03-310001101239eqix:InterconnectionMember2024-01-012024-03-310001101239eqix:AmericasSegmentMembereqix:ManagedInfrastructureMember2024-01-012024-03-310001101239eqix:EMEASegmentMembereqix:ManagedInfrastructureMember2024-01-012024-03-310001101239eqix:AsiaPacificSegmentMembereqix:ManagedInfrastructureMember2024-01-012024-03-310001101239eqix:ManagedInfrastructureMember2024-01-012024-03-310001101239eqix:AmericasSegmentMembereqix:OtherMember2024-01-012024-03-310001101239eqix:EMEASegmentMembereqix:OtherMember2024-01-012024-03-310001101239eqix:AsiaPacificSegmentMembereqix:OtherMember2024-01-012024-03-310001101239eqix:OtherMember2024-01-012024-03-310001101239eqix:AmericasSegmentMembereqix:RecurringRevenuesMember2024-01-012024-03-310001101239eqix:EMEASegmentMembereqix:RecurringRevenuesMember2024-01-012024-03-310001101239eqix:AsiaPacificSegmentMembereqix:RecurringRevenuesMember2024-01-012024-03-310001101239eqix:RecurringRevenuesMember2024-01-012024-03-310001101239eqix:AmericasSegmentMembereqix:NonRecurringRevenuesMember2024-01-012024-03-310001101239eqix:EMEASegmentMembereqix:NonRecurringRevenuesMember2024-01-012024-03-310001101239eqix:AsiaPacificSegmentMembereqix:NonRecurringRevenuesMember2024-01-012024-03-310001101239eqix:NonRecurringRevenuesMember2024-01-012024-03-310001101239eqix:AmericasSegmentMember2024-01-012024-03-310001101239eqix:EMEASegmentMember2024-01-012024-03-310001101239eqix:AsiaPacificSegmentMember2024-01-012024-03-310001101239eqix:AmericasSegmentMembereqix:ColocationMember2023-01-012023-03-310001101239eqix:EMEASegmentMembereqix:ColocationMember2023-01-012023-03-310001101239eqix:AsiaPacificSegmentMembereqix:ColocationMember2023-01-012023-03-310001101239eqix:ColocationMember2023-01-012023-03-310001101239eqix:InterconnectionMembereqix:AmericasSegmentMember2023-01-012023-03-310001101239eqix:InterconnectionMembereqix:EMEASegmentMember2023-01-012023-03-310001101239eqix:InterconnectionMembereqix:AsiaPacificSegmentMember2023-01-012023-03-310001101239eqix:InterconnectionMember2023-01-012023-03-310001101239eqix:AmericasSegmentMembereqix:ManagedInfrastructureMember2023-01-012023-03-310001101239eqix:EMEASegmentMembereqix:ManagedInfrastructureMember2023-01-012023-03-310001101239eqix:AsiaPacificSegmentMembereqix:ManagedInfrastructureMember2023-01-012023-03-310001101239eqix:ManagedInfrastructureMember2023-01-012023-03-310001101239eqix:AmericasSegmentMembereqix:OtherMember2023-01-012023-03-310001101239eqix:EMEASegmentMembereqix:OtherMember2023-01-012023-03-310001101239eqix:AsiaPacificSegmentMembereqix:OtherMember2023-01-012023-03-310001101239eqix:OtherMember2023-01-012023-03-310001101239eqix:AmericasSegmentMembereqix:RecurringRevenuesMember2023-01-012023-03-310001101239eqix:EMEASegmentMembereqix:RecurringRevenuesMember2023-01-012023-03-310001101239eqix:AsiaPacificSegmentMembereqix:RecurringRevenuesMember2023-01-012023-03-310001101239eqix:RecurringRevenuesMember2023-01-012023-03-310001101239eqix:AmericasSegmentMembereqix:NonRecurringRevenuesMember2023-01-012023-03-310001101239eqix:EMEASegmentMembereqix:NonRecurringRevenuesMember2023-01-012023-03-310001101239eqix:AsiaPacificSegmentMembereqix:NonRecurringRevenuesMember2023-01-012023-03-310001101239eqix:NonRecurringRevenuesMember2023-01-012023-03-310001101239eqix:AmericasSegmentMember2023-01-012023-03-310001101239eqix:EMEASegmentMember2023-01-012023-03-310001101239eqix:AsiaPacificSegmentMember2023-01-012023-03-310001101239country:US2024-01-012024-03-310001101239country:US2023-01-012023-03-310001101239country:GB2024-01-012024-03-310001101239eqix:AmericasSegmentMember2024-03-310001101239eqix:AmericasSegmentMember2023-12-310001101239eqix:EMEASegmentMember2024-03-310001101239eqix:EMEASegmentMember2023-12-310001101239eqix:AsiaPacificSegmentMember2024-03-310001101239eqix:AsiaPacificSegmentMember2023-12-310001101239eqix:JointVenturePartnerMemberus-gaap:SubsequentEventMembereqix:AMER2JointVentureMember2024-04-102024-04-100001101239eqix:AMER2JointVentureMembereqix:JointVenturePartnerMemberus-gaap:SubsequentEventMembereqix:AMER2JointVentureMember2024-04-102024-04-100001101239us-gaap:SubsequentEventMembereqix:AMER2JointVentureMember2024-04-100001101239us-gaap:SubsequentEventMemberus-gaap:SecuredDebtMember2024-04-100001101239us-gaap:SubsequentEventMember2024-05-082024-05-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 001-40205
  
logoa01.jpg
 EQUINIX, INC.
(Exact name of registrant as specified in its charter)
  
Delaware   77-0487526
(State of incorporation)   (I.R.S. Employer Identification No.)
One Lagoon Drive, Redwood City, California 94065
(Address of principal executive offices, including ZIP code)
(650) 598-6000
(Registrant's telephone number, including area code)
  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $0.001 EQIX The Nasdaq Stock Market LLC
0.250% Senior Notes due 2027 The Nasdaq Stock Market LLC
1.000% Senior Notes due 2033 The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ☒   No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


(Check one):
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  ☒
The number of shares outstanding of the registrant's Common Stock as of May 7, 2024 was 94,905,734.

Table of Contents
EQUINIX, INC.
INDEX
Page
No.
Item 1.
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
3
Table of Contents
Summary of Risk Factors
Our business is subject to numerous risks and uncertainties that make an investment in our securities speculative or risky, any one of which could materially adversely affect our results of operations, financial condition or business. These risks include, but are not limited to, those listed below. This list is not complete, and should be read together with the section titled “Risk Factors” in this Quarterly Report on Form 10-Q, as well as the other information in this Quarterly Report on Form 10-Q and the other filings that we make with the U.S. Securities and Exchange Commission (the “SEC”).
Risks Related to the Macro Environment
•Inflation in the global economy, increased interest rates, political dissension and adverse global economic conditions, like the ones we are currently experiencing, could negatively affect our business and financial condition.
•Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power.
•The ongoing military conflicts between Russia and Ukraine and in the Middle East could negatively affect our business and financial condition.
Risks Related to our Operations
•We experienced a cybersecurity incident in the past and may be vulnerable to future security breaches, which could disrupt our operations and have a material adverse effect on our business, results of operation and financial condition.
•Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial condition.
•We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.
•The level of insurance coverage that we purchase may prove to be inadequate.
•If we are unable to implement our evolving organizational structure, or if we are unable to recruit or retain key qualified personnel, our business could be harmed.
•The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results of operations.
•We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our results of operations and cash flow could be materially and adversely affected.
•The use of high-power density equipment may limit our ability to fully utilize the space in our older IBX data centers.
•The development and use of artificial intelligence in the workplace presents risks and challenges that may adversely impact our business and operating results.
•We may be subject to securities class action and other litigation, which may harm our business and results of operations.
Risks Related to our Offerings and Customers
•Our offerings have a long sales cycle that may harm our revenue and results of operations.
•We may not be able to compete successfully against current and future competitors.
•If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and differentiate us from our competitors, our results of operations could suffer.
•We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.
•Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and results of operations.
Risks Related to our Financial Results
4
Table of Contents
•The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.
•Our results of operations may fluctuate.
•We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings.
•We have incurred substantial losses in the past and may incur additional losses in the future.
Risks Related to Our Expansion Plans
•Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our business.
•Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.
•The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.
•Joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are inconsistent with our business interests.
•If we cannot effectively manage our international operations and successfully implement our international expansion plans, our business and results of operations would be adversely impacted.
•We continue to invest in our expansion efforts, but may not have sufficient customer demand in the future to realize expected returns on these investments.
Risks Related to Our Capital Needs and Capital Strategy
•Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
•Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
•If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.
•Our derivative transactions expose us to counterparty credit risk.
Risks Related to Environmental Laws and Climate Change Impact
•Environmental regulations may impose upon us new or unexpected costs.
•Our business may be adversely affected by physical risks related to climate change and our response to it.
•We may fail to achieve our Environmental, Social and Governance ("ESG") and sustainability goals, or may encounter objections to them, either of which may adversely affect public perception of our business and affect our relationship with our customers, our stockholders and/or other stakeholders.
Risks Related to Certain Regulations and Laws, Including Tax Laws
•Geopolitical events contribute to an already complex and evolving regulatory landscape. If we cannot comply with the evolving laws and regulations in the countries in which we operate, we may be subject to litigation and/or sanctions, adverse revenue impacts, increased costs and our business and results of operations could be negatively impacted.
•Government regulation related to our business or failure to comply with laws and regulations may adversely affect our business.
•Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statements and cash taxes.
•Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.
Risks Related to Our REIT Status in the U.S.
•We have a number of risks related to our qualification as a real estate investment trust for federal income tax purposes ("REIT"), including the risk that we may not be able to maintain our qualification for taxation as a REIT which could expose us to substantial corporate income tax and have a materially adverse effect on our business, financial condition, and results of operations.
5
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
EQUINIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
March 31,
2024		 December 31,
2023
  (Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,527  $ 2,096 
       Accounts receivable, net of allowance of $17 and $17
 1,079  1,004 
Other current assets 561  468 
Total current assets 3,167  3,568 
Property, plant and equipment, net 18,511  18,601 
Operating lease right-of-use assets 1,395  1,449 
Goodwill 5,621  5,737 
Intangible assets, net 1,624  1,705 
Other assets 1,619  1,591 
Total assets $ 31,937  $ 32,651 
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,077  $ 1,187 
Accrued property, plant and equipment 321  398 
Current portion of operating lease liabilities 136  131 
Current portion of finance lease liabilities 165  138 
Current portion of mortgage and loans payable 7  8 
Current portion of senior notes 999  998 
Other current liabilities 186  302 
Total current liabilities 2,891  3,162 
Operating lease liabilities, less current portion 1,280  1,331 
Finance lease liabilities, less current portion 2,058  2,123 
Mortgage and loans payable, less current portion 654  663 
Senior notes, less current portion 11,978  12,062 
Other liabilities 752  796 
Total liabilities 19,613  20,137 
Commitments and contingencies (Note 9)
Redeemable non-controlling interest 25  25 
Common stockholders’ equity (shares in thousands):
Common stock, $0.001 par value per share: 300,000 shares authorized; 95,037 issued and 94,904 outstanding in 2024 and 94,630 issued and 94,479 outstanding in 2023
 —  — 
Additional paid-in capital 18,779  18,596 
Treasury stock, at cost; 133 shares in 2024 and 151 shares in 2023
 (50) (56)
Accumulated dividends (9,097) (8,695)
Accumulated other comprehensive loss (1,498) (1,290)
Retained earnings 4,165  3,934 
Total stockholders’ equity 12,299  12,489 
Total liabilities, redeemable non-controlling interest and stockholders’ equity $ 31,937  $ 32,651 
See accompanying notes to condensed consolidated financial statements.
6
Table of Contents
EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data)
 
Three Months Ended
March 31,
  2024 2023
  (Unaudited)
Revenues $ 2,127  $ 1,998 
Costs and operating expenses:
Cost of revenues 1,091  1,006 
Sales and marketing 226  210 
General and administrative 444  395 
Transaction costs 2  2 
Loss on asset sales —  1 
Total costs and operating expenses 1,763  1,614 
Income from operations 364  384 
Interest income 24  19 
Interest expense (104) (97)
Other income (expense) (6) 8 
Loss on debt extinguishment (1) — 
Income before income taxes 277  314 
Income tax expense (46) (55)
Net income $ 231  $ 259 
Earnings per share (“EPS”) attributable to common stockholders:
Basic EPS $ 2.44  $ 2.78 
Weighted-average shares for basic EPS (in thousands) 94,665  92,971 
Diluted EPS $ 2.43  $ 2.77 
Weighted-average shares for diluted EPS (in thousands) 95,156  93,340 
See accompanying notes to condensed consolidated financial statements.
7
Table of Contents
EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
 
Three Months Ended
March 31,
  2024 2023
  (Unaudited)
Net income $ 231  $ 259 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (“CTA”) gain (loss), net of tax effects of $0 and $0
 (358) 157 
Net investment hedge CTA gain (loss), net of tax effects of $0 and $0
 130  (40)
Unrealized gain (loss) on cash flow hedges, net of tax effects of $(6) and $6
 20  (13)
Total other comprehensive income (loss), net of tax (208) 104 
Comprehensive income, net of tax $ 23  $ 363 
See accompanying notes to condensed consolidated financial statements.
8
Table of Contents
EQUINIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Three Months Ended
March 31,
2024 2023
  (Unaudited)
Cash flows from operating activities:
Net income $ 231  $ 259 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 474  405 
Stock-based compensation 101  99 
Amortization of intangible assets 52  52 
Amortization of debt issuance costs and debt discounts 5  5 
Provision for credit loss allowance 1  3 
Loss on asset sales —  1 
Loss on debt extinguishment 1  — 
Other items 4  4 
Changes in operating assets and liabilities:
Accounts receivable (85) (54)
Income taxes, net (9) 5 
Other assets (77) — 
Operating lease right-of-use assets 38  35 
Operating lease liabilities (32) (34)
Accounts payable and accrued expenses (56) (73)
Other liabilities (50) (15)
Net cash provided by operating activities 598  692 
Cash flows from investing activities:
Purchases of investments (3) (24)
Real estate acquisitions (17) (40)
Purchases of other property, plant and equipment (707) (530)
Proceeds from sale of assets, net of cash transferred —  72 
Net cash used in investing activities (727) (522)
Cash flows from financing activities:
Proceeds from employee equity programs 48  45 
Payment of dividends (412) (326)
Proceeds from public offering of common stock, net of issuance costs —  301 
Proceeds from senior notes, net of debt discounts —  565 
Repayment of finance lease liabilities (31) (36)
Repayment of mortgage and loans payable (2) (3)
Debt issuance costs —  (4)
Net cash provided by (used in) financing activities (397) 542 
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash (40) 24 
Net increase (decrease) in cash, cash equivalents and restricted cash (566) 736 
Cash, cash equivalents and restricted cash at beginning of period 2,096  1,908 
Cash, cash equivalents and restricted cash at end of period $ 1,530  $ 2,644 
Cash and cash equivalents $ 1,527  $ 2,643 
Current portion of restricted cash included in other current assets 3  1 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows $ 1,530  $ 2,644 
See accompanying notes to condensed consolidated financial statements.
9

Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    Basis of Presentation and Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared by Equinix, Inc. (collectively with its consolidated subsidiaries referred to as "Equinix," the "Company," "we," "our," or "us") and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented.
Our condensed consolidated balance sheet data as of December 31, 2023 has been derived from audited consolidated financial statements as of that date. Our condensed consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission ("SEC"), but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP" or "GAAP"). For further information, refer to the Consolidated Financial Statements and Notes thereto included in our Form 10-K as filed with the SEC on February 16, 2024. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.
All intercompany accounts and transactions have been eliminated in consolidation.
Income Taxes
We elected to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with our 2015 taxable year. As a result, we may deduct the dividends paid to our stockholders from taxable income generated by our REIT and qualified REIT subsidiaries ("QRSs"). Our dividends paid deduction generally eliminates the U.S. federal taxable income of our REIT and QRSs, resulting in no U.S. federal income tax due. However, our domestic taxable REIT subsidiaries ("TRSs") are subject to U.S. corporate income taxes on any taxable income generated by them. In addition, our foreign operations are subject to local income taxes regardless of whether the foreign operations are operated as QRSs or TRSs.
We accrue for income taxes during interim periods based on the estimated effective tax rate for the year. The effective tax rate is subject to change in the future due to various factors such as our operating performance, tax law changes and future business acquisitions.
Our effective tax rates were 16.6% and 17.6% for the three months ended March 31, 2024 and 2023, respectively.
Changes to Prior Period
We converted presentation of disclosures from thousands to millions in the first quarter of 2024. Certain rounding adjustments have been made to prior period disclosed amounts.
10
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Recent Accounting Pronouncements
Accounting Standards Not Yet Adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting ("Topic 280"): Improvements to Reportable Segment Disclosure. The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and retrospective adoption required. We are currently evaluating the extent of the impact of this ASU on disclosures in our condensed consolidated financial statements.
In December 2023, FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024 and should be applied prospectively, with retrospective application and early adoption both permitted. We are currently evaluating the extent of the impact of this ASU on disclosures in our condensed consolidated financial statements.
Accounting Standards Adopted
Supplier Finance Programs
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. On January 1, 2023, we adopted this ASU and the adoption of this standard did not have an impact on our condensed consolidated financial statements.
Reference Rate Reform
In March 2020, FASB issued ASU 2020-04, Reference Rate Reform ("Topic 848"): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In addition, FASB issued ASU 2021-01, Reference Rate Reform ("Topic 848"), which clarifies the scope of Topic 848. Collectively, the guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2021-01 is effective upon issuance and ASU 2020-04 was effective for all entities as of March 12, 2020, and together remained effective through December 31, 2022. In December 2022, FASB issued ASU 2022-06, Reference Rate Reform ("Topic 848"): Deferral of the Sunset Date of Topic 848. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. We adopted these ASUs upon their respective issuances and resulted in no impact on our consolidated financial statements. We will evaluate our debt, derivative and lease contracts that may become eligible for modification relief and may apply the elections prospectively as needed.
11
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
2. Revenue
Contract Balances
The following table summarizes the opening and closing balances of our accounts receivable, net; contract assets, current; contract assets, non-current; deferred revenue, current; and deferred revenue, non-current (in millions):
Accounts receivable, net (1)
 Contract assets, current Contract assets, non-current Deferred revenue, current Deferred revenue, non-current
Beginning balances as of January 1, 2024
 $ 1,004  $ 52  $ 86  $ 125  $ 154 
Closing balances as of March 31, 2024
 1,079  59  79  129  146 
Increase (Decrease) $ 75  $ 7  $ (7) $ 4  $ (8)
(1) The net change in our allowance for credit losses was insignificant during the three months ended March 31, 2024.
The difference between the opening and closing balances of our accounts receivable, net, contract assets and deferred revenues primarily results from revenue growth and the timing difference between the satisfaction of our performance obligation and the customer's payment. The amount of revenue recognized during the three months ended March 31, 2024 from the opening deferred revenue balance as of January 1, 2024 was $34 million.
Remaining performance obligations
As of March 31, 2024, approximately $10.0 billion of total revenues, including deferred installation revenues, are expected to be recognized in future periods. Most of our revenue contracts have an initial term varying from one to five years, and thereafter, automatically renew in one-year increments. Included in the remaining performance obligations are contracts that are either under the initial term or under one-year renewal periods. We expect to recognize approximately 70% of our remaining performance obligations as revenues over the next two years, with more revenues expected to be recognized in the first year due to the impact of contract renewals. The remainder of the balance is generally expected to be recognized over the next three to five years. We estimate our remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates due to changes in actual deployments dates, contract modifications, renewals and/or terminations.
The remaining performance obligations do not include variable consideration related to unsatisfied performance obligations such as the usage of metered power, service fees from xScaleTM data centers that are based on future events or actual costs incurred in the future, or any contracts that could be terminated without any significant penalties including the majority of interconnection revenues. The remaining performance obligations above include revenues to be recognized in the future related to arrangements where we are considered the lessor.
12
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
3.    Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share ("EPS") for the periods presented ($ in millions except per share data; share data in thousands):
Three Months Ended
March 31,
  2024 2023
Net income $ 231  $ 259 
Weighted-average shares used to calculate basic EPS (in thousands) 94,665  92,971 
Effect of dilutive securities (in thousands):
Employee equity awards 491  369 
Weighted-average shares used to calculate diluted EPS (in thousands) 95,156  93,340 
EPS attributable to common stockholders:
Basic EPS $ 2.44  $ 2.78 
Diluted EPS $ 2.43  $ 2.77 
We have excluded common stock related to employee equity awards in the diluted EPS calculation above of approximately 360 and 140 shares for the three months ended March 31, 2024 and 2023, respectively, because its effect would be anti-dilutive (in thousands).
4.    Equity Method Investments
We hold various equity method investments, primarily joint venture partnership arrangements, in order to invest in certain entities that are in line with our business development objectives, including the development and operation of xScale data centers. Some of these xScale joint ventures are classified as Variable Interest Entities ("VIEs"). The following table summarizes our equity method investments, which were included in other assets on the condensed consolidated balance sheets (in millions):
Investee Ownership Percentage March 31, 2024 December 31, 2023
EMEA 1 Joint Venture 20% $ 144  $ 150 
VIE Joint Ventures (1)
 20% 300  308 
Other Various 10  10 
Total $ 454  $ 468 
(1)Includes investments in xScale joint ventures in each of our three regions ("Asia-Pacific 1 Joint Venture", "Asia-Pacific 2 Joint Venture", "Asia-Pacific 3 Joint Venture", "EMEA 2 Joint Venture" and "AMER 1 Joint Venture"), which share a similar purpose, design and nature of assets.

Non-VIE Joint Venture
EMEA 1 Joint Venture
We invested in a joint venture in the form of a limited liability partnership to develop and operate xScale data centers in Europe (the "EMEA 1 Joint Venture"). The EMEA 1 Joint Venture is not a VIE given that both equity investors' interests have the characteristics of a controlling financial interest and it is sufficiently capitalized to sustain its operations, requiring additional funding from its partners only when expanding operations. Our share of income and losses of equity method investments from this joint venture was insignificant for the three months ended March 31, 2024 and 2023 and was included in other income (expense) on the condensed consolidated statement of operations.
13
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
We committed to make future equity contributions to the EMEA 1 Joint Venture for funding its future development. As of March 31, 2024, we had future equity contribution commitments of $32 million.
VIE Joint Ventures
In March 2023, we invested in the AMER 1 Joint Venture. Upon formation of the joint venture, we sold the Mexico 3 ("MX3") data center in exchange for total consideration of $75 million. Consideration included $64 million of net cash proceeds, a 20% partnership interest in the AMER 1 Joint Venture with a fair value of $8 million, and $3 million of receivables. We recognized an insignificant loss on the sale of the MX3 data center.
The VIE Joint Ventures are considered VIEs because they do not have sufficient funds from operations to be self-sustaining. While we provide certain management services to their operations and earn fees for the performance of such services, the power to direct the activities of these joint ventures that most significantly impact economic performance is shared equally between us and our partners. These activities include data center construction and operations, sales and marketing, financing, and real estate purchases or sales. Decisions about these activities require the consent of both Equinix and our partners. We concluded that neither party is deemed to have predominant control over the VIE Joint Ventures and neither party is considered to be the primary beneficiary. Our share of losses of equity method investments from these joint ventures were insignificant for the three months ended March 31, 2024 and 2023, respectively. These amounts were included in other income (expense) on the condensed consolidated statement of operations.
The following table summarizes our maximum exposure to loss related to the VIE Joint Ventures as of March 31, 2024 (in millions):
VIE Joint Ventures
Equity Investment $ 300 
Outstanding Accounts Receivable 44 
Contract Assets 56 
Future Equity Contribution Commitments (1)
 42 
Maximum Future Payments under Debt Guarantees (2)
 205 
Total $ 647 
(1)The joint ventures' partners are required to make additional equity contributions proportionately upon certain occurrences, such as a shortfall in capital necessary to complete certain construction phases or make interest payments on their outstanding debt.
(2)In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with our guarantees covering 20% of all payments of principal and interest due under EMEA 2 Joint Venture's credit facility agreements. A portion of the guarantees related to our AMER 1 Joint Venture (see Note 9).
Joint Venture Related Party Transactions
We have lease arrangements and provide various services to the EMEA 1 Joint Venture and the VIE Joint Ventures (collectively, the "Joint Ventures") through multiple agreements, including sales and marketing, development management, facilities management, and asset management. These transactions are generally considered to have been negotiated at arm's length. The following table presents the revenues and expenses from these arrangements with the Joint Ventures in our condensed consolidated statements of operations (in millions):
Three Months Ended
March 31,
Related Party Nature of Transaction 2024 2023
EMEA 1 Joint Venture Revenues $ 6  $ 7 
EMEA 1 Joint Venture
Expenses (1)
 4  2 
VIE Joint Ventures (2)
 Revenues 38  22 
14
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
(1)Balances primarily consist of rent expenses for a 15-year sub-lease agreement with the EMEA 1 Joint Venture for a London data center.
(2)Expenses from transactions with VIE Joint Ventures were insignificant for the three months ended March 31, 2024 and 2023.
We have also sold certain data center facilities to our Joint Ventures and recognized gains or losses on asset sales as described above.
The following table presents the assets and liabilities from related party transactions with the Joint Ventures in our condensed consolidated balance sheets (in millions):
EMEA 1 Joint Venture VIE Joint Ventures
Balance Sheet March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023
Accounts receivable, net $ 26  $ 19  $ 44  $ 23 
Other current assets (1)
 11  19  52  43 
Property, plant and equipment, net (2)
 94  97  90  72 
Operating lease right-of-use assets 2  2  2  2 
Other assets (1)
 —  —  14  21 
Other current liabilities 5  9  6  6 
Finance lease liabilities 109  111  93  75 
Operating lease liabilities 2  2  2  2 
Other liabilities (3)
 49  50  —  — 
(1)The balance primarily relates to contract assets and other receivables.
(2)The balance relates to finance lease right-of-use assets.
(3)The balance primarily relates to the obligation to pay for future construction for certain sites sold as a part of the EMEA 1 Joint Venture transaction.
5.    Derivatives and Hedging Instruments
Derivatives Designated as Hedging Instruments
Net Investment Hedges
Foreign Currency Debt. We are exposed to the impact of foreign exchange rate fluctuations on the value of investments in our foreign subsidiaries whose functional currencies are other than the U.S. Dollar. In order to mitigate the impact of foreign currency exchange rates, we have entered into various foreign currency debt obligations, which are designated as hedges against our net investments in foreign subsidiaries. As of March 31, 2024 and December 31, 2023, the total principal amounts of foreign currency debt obligations designated as net investment hedges were $423 million and $1.5 billion, respectively.
Foreign Currency Forward Contracts. From time to time, we use foreign currency forward contracts, which are designated as net investment hedges, to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries.
Certain of our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved are deemed to have foreign currency forward contracts embedded in them. These embedded derivatives are separated from their host contracts and carried on our balance sheet at their fair value. The majority of these embedded derivatives arise as a result of our foreign subsidiaries pricing their customer contracts in U.S. Dollars. We use these forward contracts embedded within our customer agreements to hedge against the effect of foreign exchange rate fluctuations on our net investment in our foreign subsidiaries.
15
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Cross-currency Interest Rate Swaps. We also utilize cross-currency interest rate swaps, designated as net investment hedges, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt, to hedge the currency exposure associated with our net investment in our foreign subsidiaries.
The effect of net investment hedges on accumulated other comprehensive income and the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 was as follows (in millions):
Amount of gain or (loss) recognized in accumulated other comprehensive income:
Three Months Ended
March 31,
2024 2023
Foreign currency debt $ 29  $ (24)
Foreign currency forward contracts (included component) (1)
 27  (1)
Foreign currency forward contracts (excluded component) (2)
 —  1 
Cross-currency interest rate swaps (included component) (1)
 76  (40)
Cross-currency interest rate swaps (excluded component) (3)
 (2) 24 
Total
 $ 130  $ (40)
Amount of gain or (loss) recognized in earnings:
Three Months Ended
March 31,
Location of gain (loss) 2024 2023
Foreign currency forward contracts (excluded component) (2)
Interest expense
 $ 2  $ — 
Cross-currency interest rate swaps (excluded component) (3)
Interest expense
 8  12 
Total
 $ 10  $ 12 
(1)Included component represents foreign exchange spot rates.
(2)Excluded component represents foreign currency forward points.
(3)Excluded component represents cross-currency basis spread and interest rates.
Cash Flow Hedges
Foreign Currency Forward and Option Contracts. We hedge our foreign currency transaction exposure for forecasted revenues and expenses in our EMEA region between the U.S. Dollar and foreign currencies, primarily the British Pound and the Euro. The foreign currency forward and option contracts that we use to hedge this exposure are designated as cash flow hedges.
We enter into intercompany hedging instruments ("intercompany derivatives") with our wholly-owned subsidiaries in order to hedge certain forecasted revenues and expenses denominated in currencies other than the U.S. Dollar. Simultaneously, we enter into derivative contracts with unrelated third parties to externally hedge the net exposure created by such intercompany derivatives.
As of March 31, 2024, our foreign currency cash flow hedge instruments had maturity dates ranging from April 2024 to December 2025 and we had a net gain of $10 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses for cash flow hedges that will mature in the next 12 months. As of December 31, 2023, our foreign currency cash flow hedge instruments had maturity dates ranging from January 2024 to December 2025 and we had a net loss of $7 million recorded within accumulated other comprehensive income (loss) to be reclassified to revenues and expenses for cash flow hedges that will mature in the next 12 months.
16
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Cross-currency Interest Rate Swaps. We also use cross-currency swaps, which are designated as cash flow hedges, to manage the foreign currency exposure associated with a portion of our foreign currency-denominated debt.
Interest Rate Locks. We hedge the interest rate exposure created by anticipated fixed rate debt issuances through the use of treasury locks and swap locks (collectively, interest rate locks), which are designated as cash flow hedges. As of both March 31, 2024 and December 31, 2023, we had no interest rate locks outstanding. When interest rate locks are settled, any gain or loss from the transactions is deferred and included as a component of other comprehensive income (loss) and is amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks. As of both March 31, 2024 and December 31, 2023, we had an insignificant net gain recorded within accumulated other comprehensive income (loss) to be reclassified to interest expense in the next 12 months for interest rate locks.
The effect of cash flow hedges on accumulated other comprehensive income and the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 was as follows (in millions):
Amount of gain or (loss) recognized in accumulated other comprehensive income:
Three Months Ended
March 31,
2024 2023
Foreign currency forward and option contracts (included component) (1)
 $ 27  $ (13)
Cross-currency interest rate swaps (2) (2)
Interest rate locks
 1  (4)
Total
 $ 26  $ (19)
Amount of gain or (loss) reclassified from accumulated other comprehensive income to income:
Three Months Ended
March 31,
Location of gain (loss) 2024 2023
Foreign currency forward contracts
Revenues
 $ (3) $ 12 
Foreign currency forward contracts
Costs and operating expenses
 2  (3)
Total
 $ (1) $ 9 
(1)Included component represents foreign exchange spot rates.
Derivatives Not Designated as Hedging Instruments
Embedded Derivatives. As described above, certain of our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved are deemed to have foreign currency forward contracts embedded in them.
Economic Hedges of Embedded Derivatives. We use foreign currency forward contracts to manage the foreign exchange risk associated with our customer agreements that are priced in currencies different from the functional or local currencies of the parties involved ("economic hedges of embedded derivatives"). Foreign currency forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date.
17
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Foreign Currency Forward Contracts. We also use foreign currency forward contracts to manage the foreign exchange risk associated with certain foreign currency-denominated monetary assets and liabilities. As a result of foreign currency fluctuations, the U.S. Dollar equivalent values of our foreign currency-denominated monetary assets and liabilities change. Gains and losses on these contracts are included in other income (expense), on a net basis, along with the foreign currency gains and losses of the related foreign currency-denominated monetary assets and liabilities associated with these foreign currency forward contracts.
Cross-currency Interest Rate Swaps. We may, from time to time, elect to de-designate a portion of our cross-currency interest rate swaps previously designated as net investment hedges. Gains and losses subsequent to the de-designation will be recognized in earnings to offset remeasurement gains and losses from foreign currency monetary assets and liabilities.
The following table presents the effect of derivatives not designated as hedging instruments in our condensed consolidated statements of operations (in millions):
Amount of gain or (loss) recognized in earnings:
Three Months Ended
March 31,
Location of gain (loss) 2024 2023
Foreign currency forward contracts
 Other income (expense) 76  11 
    Total
 $ 76  $ 11 
Notional Amounts of Derivative Instruments
The notional amounts of our outstanding derivative instruments as of March 31, 2024 and December 31, 2023 were as follows (in millions):
March 31, 2024 December 31, 2023
Designated as hedging instruments:
Net investment hedges
Foreign currency forward contracts $ 1,004  $ 887 
Cross-currency interest rate swaps
 3,121  3,121 
Cash flow hedges
Foreign currency forward and option contracts
 1,187  1,154 
Cross-currency interest rate swaps 280  280 
Total designated as hedging
 5,592  5,442 
Not designated as hedging instruments:
Foreign currency forward contracts
 2,736  3,053 
Cross-currency interest rate swaps
 661  1,061 
Total not designated as hedging
 3,397  4,114 
Total Derivatives $ 8,989  $ 9,556 
18
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Fair Value of Derivative Instruments
The following table presents the fair value of derivative instruments recognized in our condensed consolidated balance sheets, excluding accrued interest, as of March 31, 2024 and December 31, 2023 (in millions):
March 31, 2024 December 31, 2023
Assets (1)
Liabilities (2)
Assets (1)
Liabilities (2)
Designated as hedging instruments:
Net investment hedges
Foreign currency forward contracts $ 19  $ 2  $ 3  $ 17 
Cross-currency interest rate swaps
 209  —  132  — 
Cash flow hedges
Foreign currency forward and option contracts
 15  2  2  14 
Cross-currency interest rate swaps 33  —  36  — 
Total designated as hedging
 276  4  173  31 
Not designated as hedging instruments:
Foreign currency forward contracts
 23  3  4  70 
Cross-currency interest rate swaps
 79  13  80  — 
Total not designated as hedging
 102  16  84  70 
Total Derivatives $ 378  $ 20  $ 257  $ 101 
(1)As presented in our condensed consolidated balance sheets within other current assets and other assets.
(2)As presented in our condensed consolidated balance sheets within other current liabilities and other liabilities.
Offsetting Derivative Assets and Liabilities
We enter into master netting agreements with our counterparties for transactions other than embedded derivatives to mitigate credit risk exposure to any single counterparty. Master netting agreements allow for individual derivative contracts with a single counterparty to offset in the event of default. For presentation on the condensed consolidated balance sheets, we do not offset fair value amounts recognized for derivative instruments or the accrued interest related to cross-currency interest rate swaps under master netting arrangements. The following table presents information related to these offsetting arrangements, inclusive of accrued interest, as of March 31, 2024 and December 31, 2023 (in millions):
Gross Amounts Offset in
Condensed Consolidated Balance Sheets
Gross Amounts Gross Amounts Offset in the Balance Sheet Net Amounts Gross Amounts not Offset in the Balance Sheet Net
March 31, 2024
Derivative assets $ 394  $ —  $ 394  $ (29) $ 365 
Derivative liabilities 31  —  31  (29) 2 
December 31, 2023
Derivative assets $ 282  $ —  $ 282  $ (56) $ 226 
Derivative liabilities 112  —  112  (56) 56 
19
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
6.    Fair Value Measurements
We perform fair value measurements in accordance with ASC 820, Fair Value Measurement, which establishes three levels of inputs that we use to measure fair value:
•Level 1: quoted prices in active markets for identical assets or liabilities.
•Level 2: observable inputs (e.g., spot rates and other data from the third-party pricing vendors for our derivative instruments, credit rating and current prices of similar debt instruments that are publicly traded for our debt instruments) other than quoted market prices included within Level 1 that are observable, either directly or indirectly, for the assets or liabilities.
•Level 3: unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.
The fair value of certain financial assets and liabilities as of March 31, 2024 and December 31, 2023 were as follows (in millions):
March 31, 2024
December 31, 2023
  Fair Value Fair Value
Measurement Using		 Fair Value Fair Value
Measurement Using
  Level 1 Level 2 Level 1 Level 2
Assets:
Money market and deposit accounts (1)
 $ 1,006  $ 1,006  $ —  $ 1,604  $ 1,604  $ — 
Derivative instruments (2)
 378  —  378  257  —  257 
Total
 $ 1,384  $ 1,006  $ 378  $ 1,861  $ 1,604  $ 257 
Liabilities:
Derivative instruments (2)
 $ 20  $ —  $ 20  $ 101  $ —  $ 101 
Mortgage and loans payable (3)
 672  —  672  684  —  684 
Senior notes (3)
 11,454  10,935  519  11,740  11,166  574 
Total $ 12,146  $ 10,935  $ 1,211  $ 12,525  $ 11,166  $ 1,359 
(1)Amounts are included within cash and cash equivalents in the condensed consolidated balance sheets, and are measured at fair value.
(2)Amounts are included within other current assets, other assets, other current liabilities and other liabilities in the condensed consolidated balance sheets, and are measured at fair value. Refer to Note 5.
(3)Amounts include current and non-current portions and are measured at amortized cost. Refer to Note 8.
We did not have any significant Level 3 financial assets or financial liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023.
20
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
7.    Leases
There were no significant lease transactions during the three months ended March 31, 2024.
Lease Expenses
The components of lease expenses are as follows (in millions):
Three Months Ended
March 31,
2024 2023
Finance lease cost
Amortization of right-of-use assets (1)
 $ 48  $ 43 
Interest on lease liabilities 28  28 
Total finance lease cost 76  71 
Operating lease cost 56  53 
Variable lease cost 16  13 
Total lease cost $ 148  $ 137 
(1)    Amortization of right-of-use assets is included within depreciation expense, and is recorded within cost of revenues, sales and marketing and general and administrative expenses in the condensed consolidated statements of operations.
Other Information
Other information related to leases is as follows (in millions, except years and percent):
Three Months Ended March 31,
2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases $ 26  $ 27 
Operating cash flows from operating leases 50  52 
Financing cash flows from finance leases 31  36 
Right-of-use assets obtained in exchange for lease obligations: (1)
Finance leases $ 30  $ — 
Operating leases 4  5 
March 31, 2024 December 31, 2023
Weighted-average remaining lease term - finance leases (2)
 14 years 14 years
Weighted-average remaining lease term - operating leases (2)
 12 years 12 years
Weighted-average discount rate - finance leases 6  % 6  %
Weighted-average discount rate - operating leases 5  % 5  %
Finance lease right-of-use assets (3)
 $ 2,136  $ 2,184 
(1) Represents all non-cash changes in right-of-use assets.
(2) Includes lease renewal options that are reasonably certain to be exercised.
(3) As of March 31, 2024 and December 31, 2023, we recorded accumulated amortization of finance lease right-of-use assets of $889 million and $870 million, respectively. Finance lease assets are recorded within property, plant and equipment, net on the condensed consolidated balance sheets.
21
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Maturities of Lease Liabilities
Maturities of lease liabilities as of March 31, 2024 are as follows (in millions):
Operating Leases Finance Leases Total
2024 (9 months remaining) $ 143  $ 188  $ 331 
2025 203  281  484 
2026 195  245  440 
2027 176  250  426 
2028 150  238  388 
Thereafter 1,075  2,077  3,152 
Total lease payments 1,942  3,279  5,221 
Less imputed interest (526) (1,056) (1,582)
Total $ 1,416  $ 2,223  $ 3,639 
We entered into agreements with various landlords primarily to lease data center spaces and ground leases which have not yet commenced as of March 31, 2024. These leases will commence between year 2024 and 2026, with lease terms of 3 to 33 years and total lease commitments of approximately $533 million.
8.    Debt Facilities
Mortgage and Loans Payable
As of March 31, 2024 and December 31, 2023, our mortgage and loans payable consisted of the following (in millions):
March 31,
2024		 December 31, 2023
Term loans $ 635  $ 643 
Mortgage payable and other loans payable 27  29 
662  672 
Less amount representing unamortized debt issuance costs and debt discounts (1) (1)
661  671 
Less current portion (7) (8)
Total $ 654  $ 663 
Senior Credit Facility and Refinancing
In 2022, we entered into a credit agreement (the "2022 Credit Agreement") with a group of lenders for a senior unsecured credit facility, comprised of a $4.0 billion senior unsecured multicurrency revolving credit facility (the "2022 Revolving Facility") and a £500 million senior unsecured term loan facility (the "2022 Term Loan Facility" and, together with the 2022 Revolving Facility, collectively, the "2022 Credit Facilities"). The total debt issuance costs for the 2022 Revolving Facility and 2022 Term Loan Facility are $7 million and $1 million, respectively. We borrowed the full £500 million available under the 2022 Term Loan Facility, or approximately $677 million at the exchange rate in effect on that date.
The 2022 Credit Facilities have a maturity date of January 7, 2027. We may borrow, repay and reborrow amounts under the 2022 Revolving Facility until the Maturity Date, at which time all amounts outstanding under the 2022 Revolving Facility must be repaid in full. The term loan made under the 2022 Term Loan Facility has no scheduled principal amortization and must be repaid in full on the maturity date. The 2022 Revolving Credit Facility provides for extensions of credit in U.S. Dollars as well as certain other foreign currencies. Borrowings under the 2022 Revolving Facility bear interest at a rate based on the daily Secured Overnight Financing Rate ("SOFR"), term SOFR, an alternative currency daily rate, or an alternative currency term rate plus a spread adjustment, plus a margin that can vary from 0.555% to 1.200%. Borrowings under the 2022 Term Loan Facility bear interest at a rate based on the daily Sterling Overnight Index Average ("SONIA"), plus a spread adjustment, plus a margin that can vary from 0.625% to 1.450%.
22
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
We are also required to pay a quarterly letter of credit fee on the face amount of each letter of credit, which fee is based on the same margin that applies from time to time to SOFR-indexed borrowings under the revolving credit line. The margin is dependent on either our consolidated net leverage ratio or our credit ratings. We are also required to pay a quarterly facility fee ranging from 0.07% to 0.25% per annum. The 2022 Credit Agreement contains customary covenants, including financial ratio covenants that are required to be maintained as of each quarter end.
As of March 31, 2024 and December 31, 2023, the total amounts outstanding under the 2022 Term Loan Facility, net of debt issuance costs, were $630 million and $636 million, respectively.
As of March 31, 2024, we had 45 irrevocable letters of credit totaling $82 million issued and outstanding under the 2022 Revolving Facility, with approximately $3.9 billion remaining available to borrow under the 2022 Revolving Facility. As of both March 31, 2024 and December 31, 2023, unamortized debt issuance costs for the 2022 Revolving Facility of $5 million were presented in other assets in the condensed consolidated balance sheets.
23
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Senior Notes
As of March 31, 2024 and December 31, 2023, our senior notes consisted of the following (in millions):
March 31, 2024 December 31, 2023
Amount Effective Rate Amount Effective Rate
2.625% Senior Notes due 2024
 $ 1,000  2.79  % $ 1,000  2.79  %
1.250% Senior Notes due 2025
 500  1.46  % 500  1.46  %
1.000% Senior Notes due 2025
 700  1.18  % 700  1.18  %
2.900% Senior Notes due 2026
 600  3.04  % 600  3.04  %
1.450% Senior Notes due 2026
 700  1.64  % 700  1.64  %
0.250% Euro Senior Notes due 2027
 540  0.45  % 552  0.45  %
1.800% Senior Notes due 2027
 500  1.96  % 500  1.96  %
1.550% Senior Notes due 2028
 650  1.67  % 650  1.67  %
2.000% Senior Notes due 2028
 400  2.21  % 400  2.21  %
2.875% Swiss Franc Senior Notes due 2028
 333  3.05  % 357  3.05  %
3.200% Senior Notes due 2029
 1,200  3.30  % 1,200  3.30  %
2.150% Senior Notes due 2030
 1,100  2.27  % 1,100  2.27  %
2.500% Senior Notes due 2031
 1,000  2.65  % 1,000  2.65  %
3.900% Senior Notes due 2032
 1,200  4.07  % 1,200  4.07  %
1.000% Euro Senior Notes due 2033
 646  1.18  % 662  1.18  %
2.000% Japanese Yen Senior Notes Series A due 2035
 249  2.07  % 267  2.07  %
2.130% Japanese Yen Senior Notes Series C due 2035
 98  2.20  % 105  2.20  %
2.370% Japanese Yen Senior Notes Series B due 2043
 68  2.42  % 72  2.42  %
2.570% Japanese Yen Senior Notes Series D due 2043
 30  2.62  % 32  2.62  %
2.570% Japanese Yen Senior Notes Series E due 2043
 66  2.62  % 71  2.62  %
3.000% Senior Notes due 2050
 500  3.09  % 500  3.09  %
2.950% Senior Notes due 2051
 500  3.00  % 500  3.00  %
3.400% Senior Notes due 2052
 500  3.50  % 500  3.50  %
13,080  13,168 
Less amount representing unamortized debt issuance costs and debt discounts (103) (108)
12,977  13,060 
Less current portion (999) (998)
Total
 $ 11,978  $ 12,062 
2.000% Japanese Yen Senior Notes Series A due 2035, 2.370% Japanese Yen Senior Notes Series B due 2043, 2.130% Japanese Yen Senior Notes Series C due 2035, 2.570% Japanese Yen Senior Notes Series D due 2043 and 2.570% Japanese Yen Senior Notes Series E due 2043 (collectively, the "Japanese Yen Senior Notes")
On February 16, 2023, we issued ¥10.0 billion, or approximately $75 million in U.S. dollars, at the exchange rate in effect on that date, aggregate principal amount of 2.570% senior notes due March 8, 2043.
On March 8, 2023, and at the exchange rate in effect on that date, we issued ¥37.7 billion, or approximately $275 million in U.S. dollars, aggregate principal amount of 2.000% senior notes due March 8, 2035, ¥10.2 billion, or approximately $75 million in U.S. dollars, aggregate principal amount of 2.370% senior notes due March 8, 2043, ¥14.8 billion, or approximately $108 million in U.S. dollars, aggregate principal amount of 2.130% senior notes due March 8, 2035 and ¥4.6 billion, or approximately $34 million in U.S. dollars, aggregate principal amount of 2.570% senior notes due March 8, 2043.
24
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Interest on the notes is payable semi-annually in arrears on March 8 and September 8 of each year, commencing on September 8, 2023. Total debt issuance costs related to the Japanese Yen Senior Notes were $4 million.
2.875% Swiss Franc Senior Notes due 2028
On September 12, 2023, we issued CHF300 million, or approximately $337 million in U.S. dollars, at the exchange rate in effect on that date, aggregate principal amount of 2.875% senior notes due September 12, 2028 (the "2028 CHF Notes"). Interest on the notes is payable annually in arrears on September 12 of each year, commencing on September 12, 2024. Total debt issuance costs related to the 2028 CHF Notes were $3 million.
Maturities of Debt Instruments
The following table sets forth maturities of our debt, including mortgage and loans payable, and senior notes, gross of debt issuance costs and debt discounts, as of March 31, 2024 (in millions):
Years ending:
2024 (9 months remaining) $ 1,005 
2025 1,206 
2026 1,306 
2027 1,675 
2028 1,387 
Thereafter 7,163 
Total $ 13,742 
Interest Charges
The following table sets forth total interest costs incurred, and total interest costs capitalized for the periods presented (in millions):
  Three Months Ended
March 31,
  2024 2023
Interest expense $ 104  $ 97 
Interest capitalized 9  6 
Interest charges incurred $ 113  $ 103 
Total interest paid in cash, net of capitalized interest, during the three months ended March 31, 2024 and 2023 was $92 million and $98 million, respectively.
9.    Commitments and Contingencies
Purchase Commitments
As a result of our various IBX data center expansion projects, as of March 31, 2024, we were contractually committed for approximately $2.1 billion of unaccrued capital expenditures, primarily for IBX infrastructure equipment not yet delivered and labor not yet provided, in connection with the work necessary to open these IBX data centers and make them available to our customers for installation. We also had numerous other, non-capital purchase commitments in place as of March 31, 2024, such as commitments to purchase power in select locations through the remainder of 2024 and thereafter, and other open purchase orders for goods, or services to be delivered or provided during the remainder of 2024 and thereafter. Such other miscellaneous purchase commitments totaled approximately $1.7 billion as of March 31, 2024. For further information on our equity method investments contribution commitments and lease commitments, see Note 4 and Note 7, respectively, above.
Contingent Liabilities
We estimate our exposure on certain liabilities, such as indirect and property taxes, based on the best information available at the time of determination. With respect to real and personal property taxes, we record what we can reasonably estimate based on prior payment history, assessed value by the assessor's office, current landlord estimates or estimates based on current or changing fixed asset values in each specific municipality, as applicable.
25
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
However, there are circumstances beyond our control whereby the underlying value of the property or basis for which the tax is calculated on the property may change, such as a landlord selling the underlying property of one of our IBX data center leases or a municipality changing the assessment value in a jurisdiction and, as a result, our property tax obligations may vary from period to period. Based upon the most current facts and circumstances, we make the necessary property tax accruals for each of our reporting periods. However, revisions in our estimates of the potential or actual liability could materially impact our financial position, results of operations or cash flows.
Our indirect and property tax filings in various jurisdictions are subject to examination by local tax authorities. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a result of further changes to the tax laws and interpretations thereof. For example, we are currently undergoing several indirect tax audits and appealing tentative assessments in Brazil. The final settlement of the audits and the outcomes of the appeals are uncertain and may not be resolved in our favor. We regularly assess the likelihood of adverse outcomes resulting from these examinations and appeals that would affect the adequacy of our tax accruals for each of the reporting periods. If any issues arising from the tax examinations and appeals are resolved in a manner inconsistent with our expectations, the revision of the estimates of the potential or actual liabilities could materially impact our financial position, results of operations, or cash flows.
From time to time, we may have certain contingent liabilities that arise in the ordinary course of our business activities. Contingent liabilities are accrued when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.
On March 20, 2024, the Company received a subpoena from the U.S. Attorney’s Office for the Northern District of California. On April 30, 2024, the Company received a subpoena from the Securities and Exchange Commission. The Company is cooperating fully with both government agencies.
On May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the Northern District of California. The named plaintiff alleges violations of Section 10(b) of the Exchange Act and Securities and Exchange Commission Rule 10b-5, and Section 20(a) of the Exchange Act, on the basis that the defendants allegedly made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. The lawsuit seeks, among other relief, a determination that the alleged claims may be asserted on a class-wide basis, unspecified damages, attorneys' fees, other expenses and costs. We intend to defend the lawsuit.
These matters are subject to uncertainties, and we cannot predict the outcome, nor reasonably estimate a range of loss or penalties, if any, relating to these matters.
In the opinion of management, there are no other pending claims for which the outcome is expected to result in a material adverse effect in the financial position, results of operations or cash flows.
Employment Agreements
We have entered into a severance agreement with certain of our executive officers that provides for a severance payment equal to 100% of the executive officer's annual base salary and maximum bonus in the event his or her employment is terminated for any reason other than cause or he or she voluntarily resigns under certain circumstances as described in the agreement, or 200% of the executive officer's annual base salary and maximum bonus in the event this occurs after a change-in-control of our company. For certain other executive officers, these benefits are only triggered after a change-in-control of our company, in which case the officer is entitled to 200% of the executive officer's annual base salary and maximum bonus. In addition, under these agreements, the executive officer is entitled to the payment of his or her monthly health care premiums under the Consolidated Omnibus Budget Reconciliation Act for up to 24 months.

26
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Indemnification and Guarantor Arrangements
As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these indemnification agreements is minimal. We have no liabilities recorded for these agreements as of March 31, 2024.
We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we may agree to indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally a business partner or a customer, in connection with matters such as any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our offerings; a breach of confidentiality obligations and certain other contractual warranties; our gross negligence, willful misconduct, fraud, misrepresentation, or violation of law; and/or if we cause tangible property damage, personal injury or death. The term of any such indemnification agreement is generally perpetual after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In addition, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of March 31, 2024.
We enter into arrangements with certain business partners, whereby the business partner agrees to provide services as a subcontractor for our installations. Accordingly, we enter into standard indemnification agreements with our customers, whereby we indemnify them for certain acts, such as personal property damage, by our subcontractors. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have never incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. In addition, in the event of a legal action, we have purchased insurance that could limit our exposure, depending upon the details of the claim and the coverage provided. As a result, our estimated fair value of these agreements is minimal. We do not have significant liabilities recorded for these agreements as of March 31, 2024.
We have service level commitment obligations to certain of our customers. As a result, service interruptions or significant equipment damage in our IBX data centers, whether or not within our control, could result in obligations to these customers. While we have purchased insurance that could limit our exposure, our liability insurance may not be adequate to cover those expenses. In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence our customers have in us, and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our operating results. We generally have the ability to determine such service level credits prior to the associated revenue being recognized. We do not have significant liabilities in connection with service level credits as of March 31, 2024.
Concurrent with the closing of the EMEA 2 Joint Venture, the EMEA 2 Joint Venture entered into credit facility agreements with a group of lenders under which it could borrow up to approximately $1.4 billion in total at the exchange rate in effect on March 31, 2024, with such facilities maturing in 2025 and 2026. In connection with our 20% equity investment in the EMEA 2 Joint Venture, we provided the lenders with guarantees covering 20% of all payments of principal and interest due and payable by the EMEA 2 Joint Venture under these credit facilities, up to a limit of $295 million in total at the exchange rate in effect on March 31, 2024. As of March 31, 2024, the maximum potential amount of our future payments under these guarantees was approximately $205 million, at the exchange rates in effect on that date. We and our co-investor entered into an ancillary agreement to allocate funding under the credit facility agreement for use by our AMER 1 Joint Venture. As of March 31, 2024, $9 million of the guarantees related to the AMER 1 Joint Venture. Our estimated fair value of these guarantees is minimal as the likelihood of making a payout under the guarantees is remote.
27
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
10.    Stockholders' Equity
Stockholders' Equity Rollforward
The following tables provide a rollforward of our stockholders' equity for the three months ended March 31, 2024 and 2023 ($ in millions except per share data; share data in thousands):
Common Stock Treasury Stock Additional
Paid-in Capital		 Accumulated
Dividends		 AOCI (Loss) Retained
Earnings		 Total Common Stockholders' Equity
Shares Amount Shares Amount
Balance as of December 31, 2023 94,630  $ —  (151) $ (56) $ 18,596  $ (8,695) $ (1,290) $ 3,934  $ 12,489 
Net income —  —  —  —  —  —  —  231  231 
Other comprehensive loss —  —  —  —  —  —  (208) —  (208)
Issuance of common stock and release of treasury stock for employee equity awards 407  —  18  6  42  —  —  —  48 
Dividend distribution on common stock, $4.26 per share
 —  —  —  —  —  (402) —  —  (402)
Settlement of accrued dividends on vested equity awards —  —  —  —  —  (1) —  —  (1)
Accrued dividends on unvested equity awards —  —  —  —  —  1  —  —  1 
Stock-based compensation, net of estimated forfeitures —  —  —  —  141  —  —  —  141 
Balance as of March 31, 2024 95,037  $ —  (133) $ (50) $ 18,779  $ (9,097) $ (1,498) $ 4,165  $ 12,299 
28
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

Common Stock Treasury Stock Additional
Paid-in Capital		 Accumulated
Dividends		 AOCI (Loss) Retained
Earnings		 Total Common Stockholders' Equity
Shares Amount Shares Amount
Balance as of December 31, 2022 92,814  $ —  (193) $ (72) $ 17,320  $ (7,318) $ (1,389) $ 2,965  $ 11,506 
Net income —  —  —  —  —  —  —  259  259 
Other comprehensive income —  —  —  —  —  —  104  —  104 
Issuance of common stock and release of treasury stock for employee equity awards 420  —  16  6  38  —  —  —  44 
Issuance of common stock under ATM Program 458  —  —  —  301  —  —  —  301 
Dividend distribution on common stock, $3.41 per share
 —  —  —  —  —  (319) —  —  (319)
Accrued dividends on unvested equity awards —  —  —  —  —  (2) —  —  (2)
Stock-based compensation, net of estimated forfeitures —  —  —  —  136  —  —  —  136 
Balance as of March 31, 2023 93,692  $ —  (177) $ (66) $ 17,795  $ (7,639) $ (1,285) $ 3,224  $ 12,029 
29
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss, net of tax, by component are as follows (in millions):
Balance as of December 31,
2023		 Net
Change		 Balance as of March 31,
2024
Foreign currency translation adjustment (“CTA”) loss $ (1,588) $ (358) $ (1,946)
Unrealized gain on cash flow hedges (1)
 15  20  35 
Net investment hedge CTA gain (1)
 284  130  414 
Net actuarial loss on defined benefit plans (2)
 (1) —  (1)
Total accumulated other comprehensive loss
 $ (1,290) $ (208) $ (1,498)
(1)Refer to Note 5 for a discussion of the amounts reclassified from accumulated other comprehensive loss to net income.
(2)We have two defined benefit pension plans covering all employees in two countries where such plans are mandated by law. We do not have any defined benefit plans in any other countries.
Changes in foreign currencies can have a significant impact to our condensed consolidated balance sheets (as evidenced above in our foreign currency translation loss), as well as its condensed consolidated results of operations, as amounts in foreign currencies are generally translated into more U.S. Dollars when the U.S. Dollar weakens or fewer U.S. Dollars when the U.S. Dollar strengthens. As of March 31, 2024, the U.S. Dollar was generally stronger relative to certain of the currencies of the foreign countries in which we operate as compared to December 31, 2023. Because of this, the U.S. Dollar had an overall unfavorable impact on our condensed consolidated financial position because the foreign denominations translated into fewer U.S. Dollars as evidenced by an increase in foreign currency translation loss for the three months ended March 31, 2024 as reflected in the above table. The volatility of the U.S. Dollar as compared to the other currencies in which we operate could have a significant impact on our condensed consolidated financial position and results of operations including the amount of revenue that we report in future periods.
Common Stock
In October 2020, we established an "at the market" equity offering program (the "2020 ATM Program"), under which we could, from time to time, offer and sell shares of our common stock to or through sales agents up to an aggregate of $1.5 billion. In February 2022, we entered into a forward sale amendment to the 2020 ATM Program, under which we could, from time to time, offer and sell shares under the equity distribution agreement pursuant to forward sale transactions (the "Equity Forward Amendment"). In November 2022, we established a successor ATM program, also with substantially the same terms as the Equity Forward Amendment noted above, under which we may, from time to time, offer and sell on a spot or forward basis up to an aggregate of $1.5 billion of our common stock to or through sales agents in "at the market" transactions (the "2022 ATM Program"). The forward sale agreements provide three settlement alternatives to us: physical settlement, cash settlement or net share settlement. In accordance with ASC 815, the forward sale agreements are classified as equity for balance sheet purposes.
30
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Activity under the 2020 and 2022 ATM Programs is summarized as follows ($ in millions except per share data; shares in thousands):
Contractual Maturity Dates Execution Date
Number of Shares (1)
Weighted Average Price per Share (2)
Settlement Value (2)
Outstanding, December 31, 2022 February 2023 to November 2023 458  $ 657.75  $ 302 
Forward Sale Agreements Executed February 2024 to December 2024 May 2023 to December 2023 1,208  767.12  926 
Forward Sale Shares Physically Settled February 2023 to March 2024 February 2023 to November 2023 (1,023) 718.59  735 
Outstanding, December 31, 2023 November 2024 643  $ 776.23  $ 499 
Outstanding, March 31, 2024 November 2024 643  $ 781.33  $ 502 
(1)For agreements settled, the amount represents the actual number of shares issued. For agreements executed and outstanding, the amount represents the number of shares that we would issue upon physical settlement. As of March 31, 2024, the maximum number of shares that could be required to be issued to net share settle the outstanding agreements was 1,287 (in thousands).
(2)For agreements settled, the value represents the actual weighted average settlement value, net of payment of commissions to sales agents and other offering expenses. For agreements executed and outstanding, the value represents the forward amount that we would receive upon physical settlement as of that date and will be subject to adjustments for a discount rate factor equal to a specified benchmark rate less a spread minus scheduled dividends during the terms of the agreements.
As of March 31, 2024, we had approximately $470 million of common stock available for sale under the 2022 ATM Program.
Stock-Based Compensation
For the three months ended March 31, 2024, the Talent, Culture and Compensation Committee and/or the Stock Award Committee of our Board of Directors, as the case may be, granted an aggregate of 681 restricted stock units ("RSUs") to certain employees, including executive officers (in thousands). These equity awards are subject to vesting provisions and have a weighted-average grant date fair value of $896.09 per share and a weighted-average requisite service period of 3.62 years. The valuation of RSUs with only a service condition or a service and performance condition require no significant assumptions as the fair value for these types of equity awards is based solely on the fair value of our stock price on the date of grant. We use revenues, adjusted funds from operations ("AFFO") per share and digital services revenues as the performance measurements in the RSUs with both service and performance conditions that were granted in the three months ended March 31, 2024.
We use a Monte Carlo simulation option-pricing model to determine the fair value of RSUs with a service and market condition. We used total stockholder return ("TSR") as the performance measurement in the RSUs with a service and market condition that were granted in the three months ended March 31, 2024. There were no significant changes in the assumptions used to determine the fair value of RSUs with a service and market condition that were granted in 2024 compared to the prior year.
The following table presents, by operating expense category, our stock-based compensation expense recognized in our condensed consolidated statements of operations (in millions):
  Three Months Ended
March 31,
  2024 2023
Cost of revenues $ 13  $ 11 
Sales and marketing 21  20 
General and administrative 67  68 
Total $ 101  $ 99 
31
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Redeemable Non-controlling Interest
On April 3, 2023, we issued additional shares in our Indonesian operating entity to a third party investor for $25 million, which resulted in the third party investor owning a 25% interest in the entity.
The Indonesian operating entity is a VIE because it does not have sufficient funds from its operations to be self-sustaining. We provide certain management services to the entity and earn fees for the performance of such services. We have the power to direct the activities that most significantly impact the economic performance of the entity and have concluded that we are its primary beneficiary.
Under the terms of the stockholders’ agreement, the investor may put its 25% ownership stake in the entity to us for a maximum exercise price of $25 million, subject to certain contingent conditions. Accordingly, we present the investor’s contingently redeemable non-controlling interest ("NCI") outside of permanent equity at the higher of its maximum redemption amount of $25 million and its balance after attribution of gains and losses in the condensed consolidated balance sheets. There were no changes in the carrying value of the redeemable NCI for the three months ended March 31, 2024.
As of March 31, 2024, the carrying value of the assets and liabilities of the Indonesian VIE, which were included in other assets and other liabilities on the condensed consolidated balance sheets were $34 million and $7 million, respectively.
The income and losses attributable to us as well as to the redeemable NCI from the Indonesian VIE were insignificant for the three months ended March 31, 2024.
11.    Segment Information
While we have one primary line of business, which is the design, build-out and operation of IBX data centers, we have determined that we have three reportable segments comprised of our Americas, EMEA and Asia-Pacific geographic regions. Our chief operating decision-maker evaluates performance, makes operating decisions and allocates resources based on our revenues and adjusted EBITDA, both on a consolidated basis and based on these three reportable segments. Intercompany transactions between segments are excluded for management reporting purposes.
The following tables present revenue information disaggregated by product lines and geographic areas, (in millions):
Three Months Ended March 31, 2024
Americas EMEA Asia-Pacific Total
Colocation (1)
 $ 607  $ 549  $ 334  $ 1,490 
Interconnection 215  83  70  368 
Managed infrastructure 66  35  17  118 
Other (1)
 6  24  4  34 
Recurring revenues 894  691  425  2,010 
Non-recurring revenues 45  36  36  117 
Total $ 939  $ 727  $ 461  $ 2,127 
(1) Includes some leasing and hedging activities.
32
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

Three Months Ended March 31, 2023
Americas EMEA Asia-Pacific Total
Colocation (1)
 $ 573  $ 516  $ 319  $ 1,408 
Interconnection 199  73  65  337 
Managed infrastructure 61  31  19  111 
Other (1)
 5  25  4  34 
Recurring revenues 838  645  407  1,890 
Non-recurring revenues 44  46  18  108 
Total $ 882  $ 691  $ 425  $ 1,998 
(1) Includes some leasing and hedging activities.
Total revenues attributed to the U.S. were $795 million and $753 million during the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024, we derived revenues of $218 million from the United Kingdom, which is the only country outside of the U.S. from which we derived revenues that exceeded 10% of our total revenues. There was no country outside of the U.S. from which we derived revenues that exceeded 10% of revenues for the three months ended March 31, 2023. No single customer accounted for 10% or greater of our accounts receivable or revenues for the three months ended March 31, 2024 and 2023.
We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs and gain or loss on asset sales as presented below (in millions):
  Three Months Ended
March 31,
  2024 2023
Adjusted EBITDA:
Americas $ 409  $ 405 
EMEA 328  327 
Asia-Pacific 255  213 
Total adjusted EBITDA 992  945 
Depreciation, amortization and accretion expense (525) (459)
Stock-based compensation expense (101) (99)
Transaction costs (2) (2)
Loss on asset sales —  (1)
Interest income 24  19 
Interest expense (104) (97)
Other income (expense) (6) 8 
Loss on debt extinguishment (1) — 
Income before income taxes $ 277  $ 314 
33
Table of Contents
EQUINIX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
 We also provide the following segment disclosures related to our operations as follows (in millions):
  Three Months Ended
March 31,
  2024 2023
Depreciation and amortization:
Americas $ 307  $ 245 
EMEA 132  124 
Asia-Pacific 87  88 
Total $ 526  $ 457 
Capital expenditures:
Americas $ 425  $ 301 
EMEA 191  146 
Asia-Pacific 91  83 
Total $ 707  $ 530 
Our long-lived assets, including property, plant and equipment, net and operating lease right-of-use assets, are located in the following geographic areas (in millions):
March 31,
2024		 December 31,
2023
Americas $ 8,722  $ 8,611 
EMEA 6,195  6,321 
Asia-Pacific 3,594  3,669 
Total property, plant and equipment, net $ 18,511  $ 18,601 
Americas $ 409  $ 421 
EMEA 353  368 
Asia-Pacific 633  660 
Total operating lease right-of-use assets $ 1,395  $ 1,449 
12.    Subsequent Events
AMER 2 Joint Venture
On April 10, 2024, we executed an agreement to form a joint venture in the form of a limited liability partnership to develop and operate an xScale data center in the Americas region (the “AMER 2 Joint Venture”). At closing, our partner contributed $102 million of cash in exchange for an 80% partnership interest in the AMER 2 Joint Venture. We contributed the assets and liabilities of the Silicon Valley 12 (“SV12”) data center site in exchange for a 20% partnership interest in the AMER 2 Joint Venture and cash proceeds. In connection with the transaction, we also entered into a loan agreement with the AMER 2 Joint Venture, as a lender, with an aggregate commitment of $392 million of which $196 million was drawn at closing.
Declaration of dividends
On May 8, 2024, we declared a quarterly cash dividend of $4.26 per share, which is payable on June 19, 2024 to our common stockholders of record as of the close of business on May 22, 2024.
34
Table of Contents
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a discrepancy include, but are not limited to, those discussed in "Liquidity and Capital Resources" below and "Risk Factors" in Item 1A of Part II of this Quarterly Report on Form 10-Q. All forward-looking statements in this document are based on information available to us as of the date of this Report and we assume no obligation to update any such forward-looking statements.
Our management's discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial information from our management's perspective and is presented as follows: 
•Overview
•Results of Operations
•Non-GAAP Financial Measures
•Liquidity and Capital Resources
•Contractual Obligations and Off-Balance-Sheet Arrangements
•Critical Accounting Policies and Estimates
•Recent Accounting Pronouncements
Overview
overview table-jpg.jpg
We provide a global, vendor-neutral data center, interconnection and edge solutions platform with offerings that aim to enable our customers to reach everywhere, interconnect everyone and integrate everything. Global enterprises, service providers and business ecosystems of industry partners rely on our IBX data centers and expertise around the world for the safe housing of their critical IT equipment and to protect and connect the world's most valued information assets. They also look to Platform Equinix® for the ability to directly and securely interconnect to the networks, clouds and content that enable today's information-driven global digital economy. Our recent IBX data center openings and acquisitions, as well as xScaleTM data center investments, have expanded our total global footprint to 260 IBXs, including 17 xScale data centers and the MC1 data center that are held in unconsolidated joint ventures, across 71 markets around the world. We offer the following solutions:
•premium data center colocation;
35
Table of Contents
•interconnection and data exchange solutions;
•edge solutions for deploying networking, security and hardware; and
•remote expert support and professional services.
Our interconnected data centers around the world allow our customers to increase information and application delivery performance to users, and quickly access distributed IT infrastructures and business and digital ecosystems, while significantly reducing costs. Our global platform and the quality of our IBX data centers, interconnection offerings and edge solutions have enabled us to establish a critical mass of customers. As more customers choose Platform Equinix for bandwidth cost and performance reasons, it benefits their suppliers and business partners to colocate in the same data centers. This adjacency creates a “network effect” that enables our customers to capture the full economic and performance benefits of our offerings. These partners, in turn, pull in their business partners, creating a "marketplace" for their services. Our global platform enables scalable, reliable and cost-effective interconnection that increases data traffic exchange while lowering overall cost and increasing flexibility. Our focused business model is built on our critical mass of enterprise and service provider customers and the resulting "marketplace" effect. This global platform, combined with our strong financial position, has continued to drive new customer growth and bookings.
Historically, our market was served by large telecommunications carriers who bundled their products and services with their colocation offerings. The data center market landscape has evolved to include private and vendor-neutral multi-tenant data center ("MTDC") providers, hyperscale cloud providers, managed infrastructure and application hosting providers, and systems integrators. It is estimated that Equinix is one of more than 2,200 companies that provide MTDC offerings around the world. Each of these data center solutions providers can bundle various colocation, interconnection and network offerings and outsourced IT infrastructure solutions. We are able to offer our customers a global platform that reaches 33 countries with the industry’s largest and most active ecosystem of partners in our sites, proven operational reliability, improved application performance and a highly scalable set of offerings.
Our cabinet utilization rate represents the percentage of cabinet space billed versus total cabinet capacity, which is used to measure how efficiently we are managing our cabinet capacity. Our cabinet utilization rate varies from market to market among our IBX data centers across our Americas, EMEA and Asia-Pacific regions. Our cabinet utilization rates were approximately 79% and 82%, as of March 31, 2024 and 2023, respectively. We continue to monitor the available capacity in each of our selected markets. To the extent we have limited capacity available in a given market, it may limit our ability for growth in that market. We perform demand studies on an ongoing basis to determine if future expansion is warranted in a market. In addition, power and cooling requirements for most customers are growing on a per unit basis. As a result, customers are consuming an increasing amount of power per cabinet. Although we generally do not control the amount of power our customers draw from installed circuits, we have negotiated power consumption limitations with certain high power-demand customers. This increased power consumption has driven us to build out our new IBX data centers to support power and cooling needs twice that of previous IBX data centers. We could face power limitations in our IBX data centers, even though we may have additional physical cabinet capacity available within a specific IBX data center. This could have a negative impact on our ability to grow revenues, affecting our financial performance, results of operations and cash flows.
To serve the needs of the growing hyperscale data center market, including the world's largest cloud service providers, we have entered into joint venture partnership arrangements across our Americas, EMEA and Asia-Pacific regions to develop and operate xScale data centers.
Strategically, we will continue to look at attractive opportunities to grow our market share and selectively improve our footprint and offerings. As was the case with our recent expansions and acquisitions, our expansion criteria will be dependent on a number of factors, including but not limited to demand from new and existing customers, quality of the design, power capacity, access to networks, clouds and software partners, capacity availability in the current market location, amount of incremental investment required by us in the targeted property, automation capabilities, developer talent pool, lead-time to break even on a free cash flow basis and in-place customers. Like our recent expansions and acquisitions, the right combination of these factors may be attractive to us. Depending on the circumstances, these transactions may require additional capital expenditures funded by upfront cash payments or through long-term financing arrangements in order to bring these properties up to our standards. Property expansion may be in the form of purchases of real property, long-term leasing arrangements or acquisitions. Future purchases, construction or acquisitions may be completed by us or with partners or potential customers to minimize the outlay of cash, which can be significant.
36
Table of Contents
Revenue:
90%.jpg
Our business is primarily based on a recurring revenue model comprised of colocation and related interconnection and managed infrastructure offerings. We consider these offerings recurring because our customers are generally billed on a fixed and recurring basis each month for the duration of their contract, which is generally one to three years in length, and thereafter automatically renews in one-year increments. Our recurring revenues have comprised more than 90% of our total revenues during the past three years. In addition, during the past three years, more than 90% of our monthly recurring revenue bookings came from existing customers, contributing to our revenue growth. Our largest customer accounted for approximately 3% of our recurring revenues for both the three months ended March 31, 2024 and 2023. Our 50 largest customers accounted for approximately 37% of our recurring revenues for the three months ended March 31, 2024 and 2023.
Our non-recurring revenues are primarily derived from fees charged from installations related to a customer's initial deployment and professional services we perform. These services are considered to be non-recurring because they are billed typically once, upon completion of the installation or the professional services work performed. The majority of these non-recurring revenues are typically billed on the first invoice distributed to the customer in connection with their initial installation. However, revenues from installations are deferred and recognized ratably over the period of the contract term. Additionally, revenue from contract settlements, when a customer wishes to terminate their contract early, is generally treated as a contract modification and recognized ratably over the remaining term of the contract, if any. As a percentage of total revenues, we expect non-recurring revenues to represent less than 10% of total revenues for the foreseeable future.
Operating Expenses:
Cost of Revenues. The largest components of our cost of revenues are depreciation, rental payments related to our leased IBX data centers, utility costs, including electricity, bandwidth access, IBX data center employees' salaries and benefits, including stock-based compensation, repairs and maintenance, supplies and equipment, and security. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we expand our existing IBX data centers or open or acquire new IBX data centers. However, there are certain costs that are considered more variable in nature, including utilities and supplies that are directly related to growth in our existing and new customer base. In addition, the cost of electricity is generally higher in the summer months, as compared to other times of the year. Our costs of electricity may also increase as a result of the physical effects of climate change, global energy supply constraints, increased regulations driving alternative electricity generation due to environmental considerations or as a result of our election to use renewable energy sources. To the extent we incur increased utility costs, such increased costs could materially impact our financial condition, results of operations and cash flows. 
Sales and Marketing. Our sales and marketing expenses consist primarily of compensation and related costs for sales and marketing personnel, including stock-based compensation, amortization of contract costs, marketing programs, public relations, promotional materials and travel, as well as bad debt expense and amortization of customer relationship intangible assets.
General and Administrative. Our general and administrative expenses consist primarily of salaries and related expenses, including stock-based compensation, accounting, legal and other professional service fees, and other general corporate expenses, such as our corporate regional headquarters office leases and some depreciation expense on back office systems.
37
Table of Contents
Taxation as a REIT:
We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. As of March 31, 2024, our REIT structure included a majority of our data center operations in the Americas and EMEA regions, as well as the data center operations in Japan, Singapore, and Malaysia. Our data center operations in other jurisdictions are operated as TRSs. We have also included our share of the assets in xScale joint ventures (with the exception of Korea) in our REIT structure.
As a REIT, we generally are permitted to deduct from our U.S. federal taxable income the dividends we pay to our stockholders. The income represented by such dividends is not subject to U.S. federal income taxes at the entity level but is taxed, if at all, at the stockholder level. Nevertheless, the income of our TRSs which hold our U.S. operations that may not be REIT compliant is subject to U.S. federal and state corporate income taxes, as applicable. Likewise, our foreign subsidiaries continue to be subject to local income taxes in jurisdictions in which they hold assets or conduct operations, regardless of whether held or conducted through TRSs or through qualified REIT subsidiaries ("QRSs"). We are also subject to a separate U.S. federal corporate income tax on any gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset held by us or a QRS following the liquidation or other conversion of a former TRS). This built-in-gain tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset. In addition, should we recognize any gain from "prohibited transactions," we will be subject to tax on this gain at a 100% rate. "Prohibited transactions," for this purpose, are defined as dispositions of inventory or property held primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted by statutory safe harbors. If we fail to remain qualified for U.S. federal income taxation as a REIT, we will be subject to U.S. federal income taxes at regular corporate income tax rates. Even if we remain qualified for U.S. federal income taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and property in addition to taxes owed with respect to our TRSs' operations. In particular, while state income tax regimes often parallel the U.S. federal income tax regime for REITs, many states do not completely follow federal rules, and some may not follow them at all.
We continue to monitor our REIT compliance in order to maintain our qualification for U.S. federal income taxation as a REIT. For this and other reasons, as necessary, we may convert some of our data center operations in other countries into the REIT structure in future periods.
On March 20, 2024, we paid a quarterly cash dividend of $4.26 per share. On May 8, 2024, we declared a quarterly cash dividend of $4.26 per share, payable on June 19, 2024, to our common stockholders of record as of the close of business on May 22, 2024. We expect all of our 2024 quarterly distributions and other applicable distributions to equal or exceed our REIT taxable income to be recognized in 2024.
Results of Operations
In order to provide a framework for assessing our performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year actual change in results of operations with comparative changes on a constant currency basis. Presenting constant currency results of operations is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for further discussion.
38
Table of Contents
Three Months Ended March 31, 2024 and 2023
Revenues. Our revenues for the three months ended March 31, 2024 and 2023 were generated from the following revenue classifications and geographic regions ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2024 % 2023 % Actual Actual
Constant
Currency (1)
Americas:
Recurring revenues $ 894  42  % $ 838  43  % $ 56  7  % 6  %
Non-recurring revenues 45  2  % 44  2  % 1  2  % 2  %
939  44  % 882  45  % 57  6  % 6  %
EMEA:
Recurring revenues 691  32  % 645  32  % 46  7  % 8  %
Non-recurring revenues 36  2  % 46  2  % (10) (22) % (24) %
727  34  % 691  34  % 36  5  % 6  %
Asia-Pacific:
Recurring revenues 425  20  % 407  20  % 18  4  % 8  %
Non-recurring revenues 36  2  % 18  1  % 18  100  % 112  %
461  22  % 425  21  % 36  8  % 12  %
Total:
Recurring revenues 2,010  94  % 1,890  95  % 120  6  % 7  %
Non-recurring revenues 117  6  % 108  5  % 9  8  % 9  %
$ 2,127  100  % $ 1,998  100  % $ 129  6  % 7  %
(1)As defined in the "Non-GAAP Financial Measures" section in Item 2 of this Quarterly Report on Form 10-Q.
Revenues
(in millions)
301302303
Revenue key.jpg
Americas Revenues. During the three months ended March 31, 2024, Americas revenues increased by $57 million or 6% (and also 6% on a constant currency basis). Growth in Americas revenues was primarily due to:
39
Table of Contents
•approximately $17 million of incremental revenues generated from IBX data centers which opened within the twelve months ended March 31, 2024; and
•an increase in orders from both our existing customers and new customers during the period.
EMEA Revenues. During the three months ended March 31, 2024, EMEA revenues increased by $36 million or 5% (6% on a constant currency basis). Growth in EMEA revenues was primarily due to an increase in orders from both our existing customers and new customers during the period.
Asia-Pacific Revenues. During the three months ended March 31, 2024, Asia-Pacific revenues increased by $36 million or 8% (12% on a constant currency basis). Growth in Asia-Pacific revenues was primarily due to:
•$20 million of incremental revenues from non-recurring services provided to our joint ventures; and
•an increase in orders from both our existing customers and new customers during the period.
Cost of Revenues. Our cost of revenues for the three months ended March 31, 2024 and 2023 by geographic regions was as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2024 % 2023 % Actual Actual Constant
Currency
Americas $ 441  40  % $ 386  39  % $ 55  14  % 14  %
EMEA 426  39  % 384  38  % 42  11  % 10  %
Asia-Pacific 224  21  % 236  23  % (12) (5) % (2) %
Total $ 1,091  100  % $ 1,006  100  % $ 85  8  % 9  %
Cost of Revenues
($ in millions; percentages indicate expenses as a percentage of revenues)
190019011902
Americas Cost of Revenues. During the three months ended March 31, 2024, Americas cost of revenues increased by $55 million or 14% (and also 14% on a constant currency basis). The increase in our Americas cost of revenues was primarily due to:
•$30 million of higher depreciation driven by IBX data center expansions and acceleration of depreciation expense for certain assets with shortened useful lives; and
•$10 million of higher compensation costs including salaries, bonuses and stock-based compensation, primarily due to headcount growth.
EMEA Cost of Revenues. During the three months ended March 31, 2024, EMEA cost of revenues increased by $42 million or 11% (10% on a constant currency basis). The increase in our EMEA cost of revenues was primarily due to higher utilities costs as a result of increases in power costs and higher utility usage in Germany, the Netherlands and the United Kingdom.
40
Table of Contents
In addition to the increased utilities costs, the increase in EMEA cost of revenues was further driven by $8 million of higher depreciation expense driven by IBX data center expansions and acceleration of depreciation expense for certain assets with shortened useful lives.
Asia-Pacific Cost of Revenues. During the three months ended March 31, 2024, Asia-Pacific cost of revenues decreased by $12 million or 5% (2% on a constant currency basis). The decrease in our Asia-Pacific cost of revenues was primarily due to lower utilities costs, primarily driven by decreases in power costs and lower utility usage in Hong Kong, Japan, and Singapore.
We expect cost of revenues to increase across all three regions in line with the growth of our business, including from the impact of acquisitions.
Sales and Marketing Expenses. Our sales and marketing expenses for the three months ended March 31, 2024 and 2023 by geographic regions were as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2024 % 2023 % Actual Actual Constant
Currency
Americas $ 151  67  % $ 137  65  % $ 14  10  % 9  %
EMEA 47  21  % 48  23  % (1) (2) % (2) %
Asia-Pacific 28  12  % 25  12  % 3  12  % 17  %
Total $ 226  100  % $ 210  100  % $ 16  8  % 8  %
Sales and Marketing Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)
340034013402
Americas Sales and Marketing Expenses. During the three months ended March 31, 2024, Americas sales and marketing expense increased by $14 million or 10% (9% on a constant currency basis). The increase in our Americas sales and marketing expenses was primarily due to an increase in employee events and compensation costs including salaries, bonuses and stock-based compensation, attributable to headcount growth.
EMEA Sales and Marketing Expenses. Our EMEA sales and marketing expense did not materially change during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Asia-Pacific Sales and Marketing Expenses. Our Asia-Pacific sales and marketing expense did not materially change during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
We anticipate that we will continue to invest in sales and marketing initiatives across our three regions in line with the growth of our business. We expect our Americas sales and marketing expenses as a percentage of revenues to continue to be higher than those of our other regions since certain global sales and marketing functions are located within the U.S.
41
Table of Contents
General and Administrative Expenses. Our general and administrative expenses for the three months ended March 31, 2024 and 2023 by geographic regions were as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2024 % 2023 % Actual Actual Constant
Currency
Americas $ 308  69  % $ 266  68  % $ 42  16  % 16  %
EMEA 80  18  % 76  19  % 4  5  % 6  %
Asia-Pacific 56  13  % 53  13  % 3  6  % 8  %
Total $ 444  100  % $ 395  100  % $ 49  12  % 13  %
 General and Administrative Expenses
($ in millions; percentages indicate expenses as a percentage of revenues)
469346944695
Americas General and Administrative Expenses. During the three months ended March 31, 2024, Americas general and administrative expenses increased by $42 million or 16% (and also 16% on a constant currency basis). The increase in our Americas general and administrative expenses was primarily due to:
•$31 million of higher depreciation expenses associated with back-office systems to support the growth of our business and acceleration of depreciation expense for certain assets with shortened useful lives; and
•$7 million of higher office expenses primarily due to additional software and support services.
EMEA General and Administrative Expenses. Our EMEA general and administrative expenses did not materially change during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Asia-Pacific General and Administrative Expenses. Our Asia-Pacific general and administrative expenses did not materially change during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Going forward, although we are carefully monitoring our spending, we expect our general and administrative expenses to increase across all three regions as we continue to invest in our operations to support our growth, including investments to enhance our technology platform, to maintain our qualification for taxation as a REIT and to integrate recent acquisitions. Additionally, since our corporate headquarters is located in the U.S., we expect the Americas general and administrative expenses as a percentage of revenues to continue to be higher than other regions.
Transaction Costs. During the three months ended March 31, 2024 and 2022, we did not record a significant amount of transaction costs.
Gain or Loss on Asset Sales. During the three months ended March 31, 2024 and 2022, we did not record a significant amount of gain or loss on asset sales.
42
Table of Contents
Income from Operations. Our income from operations for the three months ended March 31, 2024 and 2023 by geographic regions was as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2024 % 2023 % Actual Actual Constant
Currency
Americas $ 37  10  % $ 89  23  % $ (52) (58) % (59) %
EMEA 173  48  % 184  48  % (11) (6) % (2) %
Asia-Pacific 154  42  % 111  29  % 43  39  % 43  %
Total $ 364  100  % $ 384  100  % $ (20) (5) % (2) %
Americas Income from Operations. During the three months ended March 31, 2024, Americas income from operations decreased by $52 million or 58% (59% on a constant currency basis), primarily due to higher compensation costs and depreciation expense, partially offset by higher revenues as a result of our IBX data center expansion activity and organic growth, as described above.
EMEA Income from Operations. During the three months ended March 31, 2024, EMEA income from operations decreased by $11 million or 6% (2% on a constant currency basis), primarily due to higher utilities costs and depreciation expense, partially offset by higher revenues as a result of organic growth, as described above.
Asia-Pacific Income from Operations. During the three months ended March 31, 2024, Asia-Pacific income from operations increased by $43 million or 39% (43% on a constant currency basis), primarily due to higher revenues as a result of non-recurring services provided to our joint ventures and organic growth, as described above.
Interest Income. Interest income was $24 million, with an annualized yield of 5.37%, for the three months ended March 31, 2024 and was $19 million, with an annualized yield of 3.41%, for the three months ended March 31, 2023.
Interest Expense. Interest expense increased to $104 million for the three months ended March 31, 2024 from $97 million for the three months ended March 31, 2023, primarily due to the issuance of 2.875% Swiss Franc Senior Notes due 2028 in the third quarter of 2023 and an increase in the variable rate of our GBP term loan. During the three months ended March 31, 2024 and 2023, we capitalized $9 million and $6 million, respectively, of interest expense to construction in progress. See Note 8 within the Condensed Consolidated Financial Statements.
Other Income or Expense. We did not record a significant amount of other income or expense during the three months ended March 31, 2024 and 2023.
Gain or Loss on Debt Extinguishment. We did not record a significant amount of gain or loss on debt extinguishment during the three months ended March 31, 2024 and 2023.
Income Taxes. We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our taxable income distributed to stockholders. We intend to distribute or have distributed the entire taxable income generated by the operations of our REIT and QRSs for the tax years ending December 31, 2024 and 2023, respectively. As such, other than certain state income taxes and foreign income and withholding taxes, no provision for income taxes has been included for our REIT and QRSs in the accompanying condensed consolidated financial statements for the three months ended March 31, 2024 and 2023.
We have made TRS elections for some of our subsidiaries in and outside the U.S. In general, a TRS may provide services that would otherwise be considered impermissible for REITs to provide and may hold assets that may not be REIT compliant.
U.S. income taxes for the TRS entities located in the U.S. and foreign income taxes for our foreign operations, regardless of whether the foreign operations are operated as QRSs or TRSs, have been accrued, as necessary, for the three months ended March 31, 2024 and 2023.
For the three months ended March 31, 2024 and 2023, we recorded $46 million and $55 million of income tax expense, respectively. Our effective tax rates were 16.6% and 17.6% for the three months ended March 31, 2024 and 2023, respectively.
43
Table of Contents
Adjusted EBITDA. Adjusted EBITDA is a key factor in how we assess the operating performance of our segments and develop regional growth strategies such as IBX data center expansion decisions. We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs, and gain or loss on asset sales. See "Non-GAAP Financial Measures" below for more information about adjusted EBITDA and a reconciliation of adjusted EBITDA to net income. Our adjusted EBITDA for the three months ended March 31, 2024 and 2023 by geographic regions was as follows ($ in millions):
  Three Months Ended March 31, $ Change % Change
  2024 % 2023 % Actual Actual Constant
Currency
Americas $ 409  41  % $ 405  42  % $ 4  1  % 1  %
EMEA 328  33  % 327  35  % 1  —  % 1  %
Asia-Pacific 255  26  % 213  23  % 42  20  % 25  %
Total $ 992  100  % $ 945  100  % $ 47  5  % 6  %
Americas Adjusted EBITDA. During the three months ended March 31, 2024, Americas adjusted EBITDA did not materially change during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
EMEA Adjusted EBITDA. During the three months ended March 31, 2024, EMEA adjusted EBITDA did not materially change during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Asia-Pacific Adjusted EBITDA. During the three months ended March 31, 2024, Asia-Pacific adjusted EBITDA increased by $42 million or 20% (25% increase on a constant currency basis), primarily due to higher revenues as a result of non-recurring services provided to our joint ventures and organic growth, as described above.
Non-GAAP Financial Measures
We provide all information required in accordance with GAAP, but we believe that evaluating our ongoing results of operations may be difficult if limited to reviewing only GAAP financial measures. Accordingly, we use non-GAAP financial measures to evaluate our operations.
Non-GAAP financial measures are not a substitute for financial information prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation, but should be considered together with the most directly comparable GAAP financial measures and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. We have presented such non-GAAP financial measures to provide investors with an additional tool to evaluate our results of operations in a manner that focuses on what management believes to be our core, ongoing business operations. We believe that the inclusion of these non-GAAP financial measures provides consistency and comparability with past reports and provides a better understanding of the overall performance of the business and ability to perform in subsequent periods. We believe that if we did not provide such non-GAAP financial information, investors would not have all the necessary data to analyze us effectively.
Investors should note that the non-GAAP financial measures used by us may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as those of other companies. Investors should therefore exercise caution when comparing non-GAAP financial measures used by us to similarly titled non-GAAP financial measures of other companies.
44
Table of Contents
Our primary non-GAAP financial measures, adjusted EBITDA and adjusted funds from operations ("AFFO"), exclude depreciation expense as these charges primarily relate to the initial construction costs of our IBX data centers and do not reflect our current or future cash spending levels to support our business. Our IBX data centers are long-lived assets and have an economic life greater than 10 years. The construction costs of an IBX data center do not recur with respect to such data center, and future capital expenditures remain minor relative to our initial investment throughout its useful life. Construction costs in future periods are primarily incurred with respect to additional IBX data centers. This is a trend we expect to continue. In addition, depreciation is also based on the estimated useful lives of our IBX data centers. These estimates could vary from actual performance of the asset, are based on historical costs incurred to build out our IBX data centers and are not indicative of current or expected future capital expenditures. Therefore, we exclude depreciation from our results of operations when evaluating our operations.
In addition, in presenting adjusted EBITDA and AFFO, we exclude amortization expense related to acquired intangible assets. Amortization expense is significantly affected by the timing and magnitude of our acquisitions and these charges may vary in amount from period to period. We exclude amortization expense to facilitate a more meaningful evaluation of our current operating performance and comparisons to our prior periods. We exclude accretion expense, both as it relates to asset retirement obligations as well as accrued restructuring charge liabilities, as these expenses represent costs which we believe are not meaningful in evaluating our current operations. We also exclude restructuring charges. Restructuring charges relate to our decisions to exit leases for excess space adjacent to several of our IBX data centers, which we did not intend to build out, or our decision to reverse such restructuring charges. We also exclude impairment charges generally related to certain long-lived assets. The impairment charges are related to expense recognized whenever events or changes in circumstances indicate that the carrying amount of assets are not recoverable. We also exclude gain or loss on asset sales as it represents profit or loss that is not meaningful in evaluating the current or future operating performance. Additionally, we exclude transaction costs from AFFO and adjusted EBITDA to enhance the comparability of our financial results to our historical operations. The transaction costs relate to costs we incur in connection with business combinations and the formation of joint ventures, including advisory, legal, accounting, valuation, and other professional or consulting fees. Such charges generally are not relevant to assessing our long-term performance. In addition, the frequency and amount of such charges vary significantly based on the size and timing of the transactions. Management believes items such as restructuring charges, impairment charges, gain or loss on asset sales and transaction costs are non-core transactions; however, these types of costs may occur in future periods. Finally, we exclude stock-based compensation expense, as it can vary significantly from period to period based on share price, and the timing, size and nature of equity awards. As such, we, and many investors and analysts, exclude stock-based compensation expense to compare our results of operations with those of other companies.
Adjusted EBITDA
We define adjusted EBITDA as net income excluding income tax expense, interest income, interest expense, other income or expense, gain or loss on debt extinguishment, depreciation, amortization, accretion, stock-based compensation expense, restructuring charges, impairment charges, transaction costs, and gain or loss on asset sales as presented below (in millions):
Three Months Ended
March 31,
  2024 2023
Net income $ 231  $ 259 
Income tax expense 46  55 
Interest income (24) (19)
Interest expense 104  97 
Other (income) expense 6  (8)
Loss on debt extinguishment 1  — 
Depreciation, amortization, and accretion expense 525  459 
Stock-based compensation expense 101  99 
Transaction costs 2  2 
Loss on asset sales —  1 
Adjusted EBITDA $ 992  $ 945 
45
Table of Contents
Our adjusted EBITDA results have increased each year in total dollars due to the factors discussed earlier in "Results of Operations", as well as due to the nature of our business model consisting of a recurring revenue stream and a cost structure which has a large base that is fixed in nature, as also discussed in "Overview".
Funds from Operations ("FFO") and AFFO
We use FFO and AFFO, which 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 non-controlling 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 condensed 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 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.
46
Table of Contents
Our FFO and AFFO were as follows (in millions):
Three Months Ended
March 31,
  2024 2023
Net income $ 231  $ 259 
Adjustments:
Real estate depreciation 316  284 
Loss on disposition of real estate property —  2 
Adjustments for FFO from unconsolidated joint ventures 6  3 
FFO attributable to common stockholders $ 553  $ 548 
 
  Three Months Ended
March 31,
  2024 2023
FFO attributable to common stockholders $ 553  $ 548 
Adjustments:
Installation revenue adjustment (2) (2)
Straight-line rent expense adjustment 6  1 
Contract cost adjustment (8) (7)
Amortization of deferred financing costs and debt discounts 5  5 
Stock-based compensation expense 101  99 
Non-real estate depreciation expense 158  121 
Amortization expense 52  52 
Accretion expense adjustment (1) 2 
Recurring capital expenditures (21) (23)
Loss on debt extinguishment 1  — 
Transaction costs 2  2 
Income tax expense adjustment —  2 
Adjustments for AFFO from unconsolidated joint ventures (3) 2 
AFFO attributable to common stockholders $ 843  $ 802 
Our AFFO results have improved due to the factors discussed earlier in "Results of Operations," as well as due to the nature of our business model which consists of a recurring revenue stream and a cost structure which has a large base that is fixed in nature as discussed earlier in "Overview." Our revenues and certain operating expenses (cost of revenues, sales and marketing and general and administrative expenses) from our international operations have represented and will continue to represent a significant portion of our total revenues and certain operating expenses.
47
Table of Contents
Constant Currency Presentation
As a result, our revenues and certain operating expenses have been and will continue to be affected by changes in the U.S. dollar against major international currencies. During the three months ended March 31, 2024 as compared to the same period in 2023, the U.S. dollar was weaker relative to the Euro and British Pound, which resulted in a favorable foreign currency impact on revenue and operating income, and an unfavorable foreign currency impact on operating expenses. During the three months ended March 31, 2024 as compared to the same period in 2023, the U.S. dollar was stronger relative to the Australian Dollar and Japanese Yen, which resulted in an unfavorable foreign currency impact on revenue and operating income, and a favorable foreign currency impact on operating expenses. In order to provide a framework for assessing how each of our business segments performed excluding the impact of foreign currency fluctuations, we present period-over-period percentage changes in our revenues and certain operating expenses on a constant currency basis in addition to the historical amounts as reported. Our constant currency presentation excludes the impact of our foreign currency cash flow hedging activities. Presenting constant currency results of operations is a non-GAAP financial measure and is not meant to be considered in isolation or as an alternative to GAAP results of operations. However, we have presented this non-GAAP financial measure to provide investors with an additional tool to evaluate our results of operations. To present this information, our current period revenues and certain operating expenses from entities reporting in currencies other than the U.S. dollar are converted into U.S. dollars at constant exchange rates rather than the actual exchange rates in effect during the respective periods (i.e. average rates in effect for the three months ended March 31, 2023 are used as exchange rates for the three months ended March 31, 2024 when comparing the three months ended March 31, 2024 with the three months ended March 31, 2023).
Liquidity and Capital Resources
Sources and Uses of Cash
Customer collections are our primary source of cash. We believe we have a strong customer base, and have continued to experience relatively strong collections. As of March 31, 2024, our principle sources of liquidity were $1.5 billion of cash and cash equivalents. In addition to our cash balance, we had $3.9 billion of additional liquidity available to us from our $4.0 billion revolving facility and general access to both public and private debt and the equity capital markets. We also have additional liquidity available to us from our 2022 ATM Program, under which we may offer and sell from time to time our common stock in "at the market" transactions on either a spot or forward basis. As of March 31, 2024, we had $470 million available for sale under the 2022 ATM Program, in addition to approximately $502 million of net proceeds of unsettled forward sale transactions.
We believe we have sufficient cash, coupled with anticipated cash generated from operating activities and external financing sources, to meet our operating requirements, including repayment of the current portion of our debt as it becomes due, distribution of dividends and completion of our publicly announced acquisitions, ordinary costs to operate the business, and expansion projects.
As we continue to grow, we may pursue additional expansion opportunities, primarily the build out of new IBX data centers, in certain of our existing markets which are at or near capacity within the next year, as well as potential acquisitions and joint ventures. If the opportunity to expand is greater than planned we may further increase the level of capital expenditure to support this growth as well as pursue additional business and real estate acquisitions or joint ventures provided that we have or can access sufficient funding to pursue such expansion opportunities. We may elect to access the equity or debt markets from time to time opportunistically, particularly if financing is available on attractive terms. We will continue to evaluate our operating requirements and financial resources in light of future developments.
48
Table of Contents
Cash Flow
Our net cash provided by (used in) operating, investing and financing activities for the three months ended March 31, 2024 and 2023 were as follows (in millions):
  Three Months Ended March 31,
  2024 2023 Change
Net cash provided by operating activities $ 598  $ 692  $ (94)
Net cash used in investing activities (727) (522) (205)
Net cash provided by (used in) financing activities (397) 542  (939)
Operating Activities
Net cash provided by our operations is generated by colocation, interconnection, managed infrastructure and other revenues. Our primary uses of cash from our operating activities include compensation and related costs, interest payments, other general corporate expenditures and taxes. Net cash provided by operating activities decreased by $94 million during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily driven by improved results of operations offset by increases in cash paid for costs and operating expenses.
Investing Activities
Net cash used in investing activities increased by $205 million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due to:
•$177 million increase in capital expenditures; and
•$72 million decrease in the proceeds from the sale of assets to our Joint Ventures.
This increase was partially offset by:
•$23 million decrease in real estate acquisitions; and
•$21 million decrease in purchases of investments.
Financing Activities
Net cash provided by (used in) financing activities decreased by $939 million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily driven by:
•$301 million decrease in proceeds from the 2020 and 2022 ATM Programs;
•$565 million decrease in proceeds from senior notes; and
•$86 million increase in dividend distributions.
Material Cash Commitments
As of March 31, 2024, our principle commitments were primarily comprised of:
•approximately $13.1 billion of principal from our senior notes (gross of debt issuance costs and debt discounts);
•approximately $2.9 billion of interest on mortgage payable, other loans payable, senior notes and term loans, based on their respective interest rates and recognized over the life of these instruments, and the credit facility fee for the revolving credit facility;
•$662 million of principal from our term loans, mortgage payable and other loans payable (gross of debt issuance costs and debt discounts);
•approximately $5.2 billion of total lease payments, which represents lease payments under finance and operating lease arrangements, including renewal options that are reasonably certain to be exercised;
•approximately $2.1 billion of unaccrued capital expenditure contractual commitments, primarily for IBX equipment not yet delivered and labor not yet provided in connection with the work necessary to complete construction and open IBX data center expansion projects prior to making them available to customers for installation, the majority of which is payable within the next 12 months; and
49
Table of Contents
•approximately $1.7 billion of other non-capital purchase commitments, such as commitments to purchase power in select locations and other open purchase orders, which contractually bind us for goods, services or arrangements to be delivered or provided during 2024 and beyond, the majority of which is payable within the next two years.
We believe that our sources of liquidity, including our expected future operating cash flows, are sized to adequately meet both the near- and long-term material cash commitments for the foreseeable future. For further information on maturities of lease liabilities and debt instruments, see Notes 7 and 8, respectively, within the Condensed Consolidated Financial Statements.
Other Contractual Obligations
We have additional future equity contributions and commitments to the joint ventures with GIC and PGIM. For additional information, see the "Equity Method Investments" footnote within the Condensed Consolidated Financial Statements.
Additionally, we entered into lease agreements with various landlords primarily for data center spaces and ground leases which have not yet commenced as of March 31, 2024. For additional information, see “Maturities of Lease Liabilities” in Note 7 within the Condensed Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements and accompanying notes are prepared in accordance with U.S. GAAP. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the accounting policies, assumptions, estimates and judgments to ensure that our condensed consolidated financial statements are presented fairly and in accordance with U.S. GAAP. Management bases its assumptions, estimates and judgments on historical experience, current trends and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results may differ from these assumptions and estimates, and such differences could be material. Critical accounting policies for Equinix that affect our more significant judgment and estimates used in the preparation of our condensed consolidated financial statements include accounting for income taxes, accounting for business combinations, accounting for impairment of goodwill, accounting for property, plant and equipment and accounting for leases, which are discussed in more detail under the caption "Critical Accounting Policies and Estimates" in Management's Discussion and Analysis of Financial Condition and Results of Operations, set forth in Part II Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2023.
Recent Accounting Pronouncements
See Note 1 of Notes to Condensed Consolidated Financial Statements in Part I Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
There have been no significant changes to our exposure management and procedures in relation to our market risk, investment portfolio risk, interest rate risk, foreign currency risk and commodity price risk exposures and procedures during the three months ended March 31, 2024 as compared to the respective risk exposures and procedures disclosed in Quantitative and Qualitative Disclosures About Market Risk, set forth in Part II Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2023, other than factors discussed below.
The uncertainty that exists with respect to the economic impact of geopolitical instability and generally adverse economic conditions has introduced significant volatility in the financial markets. See Part II, Item 1A. Risk Factors for additional information regarding potential risks to our business, financial condition and results of operations related to the macro environment.
50
Table of Contents
Foreign Currency Risk
To help manage the exposure to foreign currency exchange rate fluctuations, we have implemented a number of hedging programs, in particular (i) a cash flow hedging program to hedge the forecasted revenues and expenses in our EMEA region as well as our debt denominated in foreign-currencies, (ii) a balance sheet hedging program to hedge the re-measurement of monetary assets and liabilities denominated in foreign currencies, and (iii) a net investment hedging program to hedge the long term investments in our foreign subsidiaries. Our hedging programs reduce, but do not entirely eliminate, the impact of currency exchange rate movements and their impact on the condensed consolidated statements of operations.
We have entered into various foreign currency debt obligations. As of March 31, 2024, the total principal amount of foreign currency debt obligations was $2.7 billion, including $1.2 billion denominated in Euro, $631 million denominated in British Pound, $511 million denominated in Japanese Yen, $333 million denominated in Swiss Franc, $26 million denominated in Canadian Dollar and $4 million denominated in Nigerian Naira. Fluctuations in the exchange rates between these foreign currencies and the U.S. Dollar will impact the amount of U.S. Dollars that we will require to settle the foreign currency debt obligations at maturity. If the U.S. Dollar would have been weaker or stronger by 10% in comparison to these foreign currencies as of March 31, 2024, we estimate our obligation to cash settle the principal of these foreign currency debt obligations in U.S. Dollars would have increased or decreased by approximately $299 million and $245 million, respectively. As of March 31, 2024, we have designated $423 million of the total principal amount of foreign currency debt obligations as net investment hedges against our net investments in foreign subsidiaries. For a net investment hedge, changes in the fair value of the hedging instrument designated as a net investment hedge are recorded as a component of other comprehensive income (loss) in the condensed consolidated balance sheets.
We are also party to cross-currency interest rate swaps. As of March 31, 2024, the total notional amount of cross-currency interest rate swap contracts was $4.1 billion. As of March 31, 2024, we have designated $3.1 billion of the total notional amount of cross-currency swaps as net investment hedges against our investment in foreign subsidiaries and $280 million as cash flow hedges against a portion of our foreign currency denominated debt. The remaining $661 million of cross-currency interest rate swaps were not designated as hedging instruments, but were used to offset remeasurement gains and losses from foreign currency monetary assets and liabilities. If the U.S. dollar weakened or strengthened by 10% in comparison to foreign currencies, we estimate our obligation to cash settle these hedges would have increased or decreased by approximately $306 million and $251 million, respectively.
The U.S. Dollar strengthened relative to certain of the currencies of the foreign countries in which we operate during the three months ended March 31, 2024. This has impacted our condensed consolidated financial position and results of operations during this period, including the amount of revenues that we reported. Continued strengthening or weakening of the U.S. Dollar will continue to impact us in future periods.
With the existing cash flow hedges in place, a hypothetical additional 10% strengthening of the U.S. Dollar for the three months ended March 31, 2024 would have resulted in a reduction of our revenues and a reduction of our operating expenses including depreciation and amortization expense by approximately $71 million and $61 million, respectively.
With the existing cash flow hedges in place, a hypothetical additional 10% weakening of the U.S. Dollar for the three months ended March 31, 2024 would have resulted in an increase of our revenues and an increase of our operating expenses including depreciation and amortization expense by approximately $85 million and $76 million, respectively.
Interest Rate Risk
We are exposed to interest rate risk related to our outstanding debt. An immediate increase or decrease in current interest rates from their position as of March 31, 2024 would not have a material impact on our interest expense due to the fixed coupon rate on the majority of our debt obligations. However, the interest expense associated with our senior credit facility and term loans that bear interest at variable rates could be affected. For every 100-basis point increase or decrease in interest rates, our annual interest expense could increase by approximately $6 million or decrease by approximately $6 million based on the total balance of our term loan borrowings as of March 31, 2024.
We periodically enter into interest rate locks to hedge the interest rate exposure created by anticipated fixed rate debt issuances, which are designated as cash flow hedges. When interest rate locks are settled, any accumulated gain or loss included as a component of other comprehensive income (loss) will be amortized to interest expense over the term of the forecasted hedged transaction which is equivalent to the term of the interest rate locks.
51
Table of Contents
We also use cross-currency swaps to hedge our interest rate risk in our variable rate debt obligations by changing the benchmark rate for a portion of the variable rate debt obligations from SONIA to SOFR. As of March 31, 2024, the total notional amount of such cross-currency interest rate swaps was $280 million.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the effectiveness of our "disclosure controls and procedures" as of the end of the period covered by this quarterly report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(c) Limitations on the Effectiveness of Controls. Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed and operated to be effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
52
Table of Contents
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On March 20, 2024, the Company received a subpoena from the U.S. Attorney’s Office for the Northern District of California. On April 30, 2024, the Company received a subpoena from the Securities and Exchange Commission. The Company is cooperating fully with both government agencies.
On May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the Northern District of California. The named plaintiff alleges violations of Section 10(b) of the Exchange Act and Securities and Exchange Commission Rule 10b-5, and Section 20(a) of the Exchange Act, on the basis that the defendants allegedly made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. The lawsuit seeks, among other relief, a determination that the alleged claims may be asserted on a class-wide basis, unspecified damages, attorneys' fees, other expenses and costs. We intend to defend the lawsuit.
These matters are subject to uncertainties, and we cannot predict the outcome, nor reasonably estimate a range of loss or penalties, if any, relating to these matters.
Item 1A. Risk Factors
In addition to the other information contained in this report, the following risk factors should be considered carefully in evaluating our business:
Risk Factors

Risks Related to the Macro Environment

Inflation in the global economy, increased interest rates, political dissension and adverse global economic conditions, like the ones we are currently experiencing, could negatively affect our business and financial condition.

Inflation is impacting various aspects of our business. We are also experiencing an increase in our costs to procure power and supply chain issues globally. Rising prices for materials related to our IBX data center construction and our data center offerings, energy and gas prices, as well as rising wages and benefits costs negatively impact our business by increasing our operating costs. Further, disagreement in the U.S. Congress on government spending levels could increase the possibility of a government shutdown, further adversely affecting global economic conditions. The adverse economic conditions we are currently experiencing may cause a decrease in sales as some customers may need to take cost cutting measures or scale back their operations. This could result in churn in our customer base, reductions in revenues from our offerings, adverse effects to our days of sales outstanding in accounts receivable ("DSO"), longer sales cycles, slower adoption of new technologies and increased price competition, which could adversely affect our liquidity. Customers and vendors filing for bankruptcy could also lead to costly and time-intensive actions with adverse effects, including greater difficulty or delay in accounts receivable collection. The uncertain economic environment could also have an impact on our foreign exchange forward contracts if our counterparties' credit deteriorates or if they are otherwise unable to perform their obligations. Further, volatility in the financial markets and rising interest rates like we are currently experiencing could affect our ability to access the capital markets at a time when we desire, or need, to do so which could have an impact on our flexibility to pursue additional expansion opportunities and maintain our desired level of revenue growth in the future.

Our efforts to mitigate the risks associated with these adverse conditions may not be successful and our business and growth could be adversely affected.
53
Table of Contents

Our business could be harmed by increased costs to procure power, prolonged power outages, shortages or capacity constraints as well as insufficient access to power.

Any power outages, shortages, capacity constraints or significant increases in the cost of power may have an adverse effect on our business and our results of operations.

In each of our markets, we rely on third parties, third party infrastructure, governments, and global suppliers to provide a sufficient amount of power to maintain our IBX data centers and meet the needs of our current and future customers. Any limitation on the delivered energy supply could limit our ability to operate our IBX data centers. These limitations could have a negative impact on a given IBX data center(s) or limit our ability to grow our business which could negatively affect our financial performance and results of operations.

Each new facility requires access to significant quantities of electricity. Limitations on generation, transmission and distribution may limit our ability to obtain sufficient power capacity for potential expansion sites in new or existing markets. Utility companies may impose onerous operating conditions to any approval or provision of power or we may experience significant delays and substantial increased costs to provide the level of electrical service required by our current or future IBX data center designs. Our ability to find appropriate sites for expansion may also be limited by access to power, especially as we design our data centers to the specifications of new and evolving technologies such as artificial intelligence which are more power-intensive.

Our IBX data centers are affected by problems accessing electricity sources, such as planned or unplanned power outages and limitations on transmission or distribution of power. Unplanned power outages, including, but not limited to those relating to large storms, earthquakes, fires, tsunamis, cyber-attacks, physical attacks on utility infrastructure, war, and any failures of electrical power grids more generally, and planned power outages by public utilities, such as Pacific Gas and Electric Company's practice of planned outages in California to minimize fire risks, could harm our customers and our business. Employees working from home could be subjected to power outages at home which could be difficult to track and could affect the day-to-day operations of our non-IBX data center employees. Our international operations are sometimes located outside of developed, reliable electricity markets, where we are exposed to some insecurity in supply associated with technical and regulatory problems, as well as transmission constraints. Some of our IBX data centers are located in leased buildings where, depending upon the lease requirements and number of tenants involved, we may or may not control some or all of the infrastructure including generators and fuel tanks. As a result, in the event of a power outage, we could be dependent upon the landlord, as well as the utility company, to restore the power. We attempt to limit our exposure to system downtime by using backup generators, which are in turn supported by onsite fuel storage and through contracts with fuel suppliers, but these measures may not always prevent downtime or solve for long-term or large-scale outages. Any outage or supply disruption could adversely affect our business, customer experience and revenues.

We are currently experiencing inflation and volatility pressures in the energy market globally. Various macroeconomic factors are contributing to the instability and global power shortage including severe weather events, governmental regulations, government relations and inflation. While we have aimed to minimize our risk, via hedging, conservation, and other efficiencies, we expect the cost for power to continue to be volatile and unpredictable and subject to inflationary pressures. We believe we have made appropriate estimates for these costs in our forecasting, but the current unpredictable energy market could materially affect our financial forecasting, results of operations and financial condition.

The ongoing military conflicts between Russia and Ukraine and in the Middle East could negatively affect our business and financial condition.

The war in Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, an increase in cybersecurity incidents as well as supply chain disruptions.

Additionally, various of Russia’s actions have led to sanctions and other penalties being levied by the U.S., the European Union, the United Kingdom, and other countries, as well as other public and private actors and companies, against Russia and certain other geographic areas, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restrictions on imports of Russian oil, liquified natural gas and coal. We do not have operations in Russia or Ukraine and historically we have had a limited number of Russian and Ukrainian customers, which we continue to screen against applicable sanctions lists per our standard processes.
54
Table of Contents
Although we continue to devote resources to this screening effort, including the use of software solutions, the sanctions screening process remains partially manual, and the sanctions lists continue to evolve and vary by country. We continue to address necessary changes in global sanctions laws and modify our processes as necessary in light of these evolving laws. A material failure to comply with global sanctions laws could have a negative effect on our reputation, business and financial condition.

In addition to compliance with applicable sanctions laws, we are currently limiting the ability of Russian customers to place orders for our offerings unless, after reviewing these orders, we believe they are aligned with our stated objectives in support of Ukraine. We do not allow purchases from Russian partners or suppliers and have committed to not make any direct or indirect investment in Russia absent an end to this conflict. In addition, for our customers located in Ukraine, we are currently providing offerings free of charge and may continue to do so in the future.

The associated disruptions in the oil and gas markets have caused, and could continue to cause, significant increases in energy prices, which could have a material effect on our business. Additional potential sanctions and penalties have also been proposed and/or threatened. If Russia further reduces or turns off energy supplies to Europe, our EMEA operations could be adversely affected. Russian military actions and the resulting sanctions could further affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional debt or equity financing on attractive terms in the future.

In the case of the Middle East conflict, the current situation is extremely volatile. It is possible that such events will continue to adversely impact the level of economic activity globally and that we will face increased regulatory and legal complexities in the regions affected thus impacting our business and employees, our financial condition and results of operations. Additionally, any sustained military action in the area of the Red Sea could contribute to supply chain challenges.

Prolonged unfavorable economic conditions or uncertainty, including as a result of the military conflict between Russia and Ukraine or in the Middle East, may adversely affect our business, financial condition, and results of operations. Any of the foregoing may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q.

Risks Related to our Operations

We experienced a cybersecurity incident in the past and may be vulnerable to future security breaches, which could disrupt our operations and have a material adverse effect on our business, results of operation and financial condition.
Despite our efforts to protect against cyber-attacks, we are not fully insulated from such threats. For example, in September 2020, we discovered ransomware on certain of our internal systems. While the incident was resolved and did not cause a material disruption to our systems nor result in any material costs to us, we expect we will continue to face risks associated with unauthorized access to our computer systems, loss or destruction of data, computer viruses, ransomware, malware, distributed denial-of-service attacks or other malicious activities. In the course of our business we utilize vendors and other partners who are also sources of cyber risks to us. In addition, our adaptation to a hybrid working model, that includes both work from home and in an office, could expose us to new security risks.
We offer professional solutions to our customers where we consult on data center solutions and assist with implementations. We also offer managed services in certain of our foreign jurisdictions outside of the U.S. where we manage the data center infrastructure for our customers. The access to our clients' networks and data, which is gained from these solutions, creates some risk that our clients' networks or data could be improperly accessed. We may also design our clients' cloud storage systems in such a way that exposes our clients to increased risk of data breach. If we were held responsible for any such breach, it could result in a significant loss to us, including damage to our client relationships, harm to our brand and reputation, and legal liability.
As techniques used to breach security change frequently and are generally not recognized until launched against a target, we may not be able to promptly detect that a cyber breach has occurred, or implement security measures in a timely manner or, if and when implemented, we may not be able to determine the extent to which these measures could be circumvented. Recent developments in the cyber threat landscape include use of artificial intelligence and machine learning, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodology.
55
Table of Contents
Further, any adoption of artificial intelligence by us or by third parties may pose new security challenges. A party who is able to compromise the security measures on our networks or the security of our infrastructure could misappropriate the proprietary or sensitive information of Equinix, our customers, including government customers, or the personal information of our employees, or cause interruptions or malfunctions in our operations or our customers' operations. As we provide assurances to our customers that we provide a high level of security, such a compromise could be particularly harmful to our brand and reputation. We also may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by cyber breaches in our physical or virtual security systems. Any breaches that may occur in the future could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential customers, damage relating to loss of proprietary information, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and results of operations. The cybersecurity regulatory landscape continues to evolve and compliance with the proposed reporting requirements could further complicate our ability to resolve cyber-attacks. We maintain insurance coverage for cyber risks, but such coverage may be unavailable or insufficient to cover our losses.

Any failure of our physical infrastructure or negative impact on our ability to meet our obligations to our customers, or damage to customer infrastructure within our IBX data centers, could lead to significant costs and disruptions that could reduce our revenue and harm our business reputation and financial condition.

Our business depends on providing customers with highly reliable solutions. We must safeguard our customers' infrastructure and equipment located in our IBX data centers and ensure our IBX data centers and non-IBX business operations remain operational at all times. We own certain of our IBX data centers, but others are leased by us, and we rely on the landlord for basic maintenance of our leased IBX data centers and office buildings and, in some cases, the landlord is responsible for the infrastructure that runs the building such as power connections, UPSs and backup power generators. If such landlord has not maintained a leased property sufficiently, we may be forced into an early exit from the center which could be disruptive to our business. Furthermore, we continue to acquire IBX data centers not built by us. If we discover that these buildings and their infrastructure assets are not in the condition we expected when they were acquired, we may be required to incur substantial additional costs to repair or upgrade the IBX data centers. Newly acquired data centers also may not have the same power infrastructure and design in place as our own IBX data centers. These legacy designs could require upgrades in order to meet our standards and our customers’ expectations. Until the legacy systems are brought up to our standards, customers in these IBX data centers could be exposed to higher risks of unexpected power outages. We have experienced power outages because of these legacy design issues in the past and we could experience these in the future.

Problems at one or more of our IBX data centers or corporate offices, whether or not within our control, could result in service interruptions or significant infrastructure or equipment damage. These could result from numerous factors, including but not limited to:

•human error;
•equipment failure;
•physical, electronic and cybersecurity breaches;
•fire, earthquake, hurricane, flood, tornado and other natural disasters;
•extreme temperatures;
•water damage;
•fiber failures or other network interruptions;
•power loss;
•terrorist acts;
•sabotage and vandalism;
•global pandemics such as the COVID-19 pandemic;
•inability of our operations employees to access our IBX data centers for any reason; and
•failure of business partners who provide our resale products.

56
Table of Contents
We have service level commitment obligations to certain customers. As a result, service interruptions or significant equipment damage in our IBX data centers could result in difficulty maintaining service level commitments to these customers and potential claims related to such failures. Because our IBX data centers are critical to many of our customers' businesses, service interruptions or significant equipment damage in our IBX data centers could also result in lost profits or other indirect or consequential damages to our customers. We cannot guarantee that a court would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as a result of a problem at one of our IBX data centers and we may decide to reach settlements with affected customers irrespective of any such contractual limitations. Any such settlement may result in a reduction of revenue under U.S. generally accepted accounting principles ("GAAP"). In addition, any loss of service, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenues and our results of operations.

Furthermore, we are dependent upon internet service providers, telecommunications carriers and other website operators in the Americas, Asia-Pacific and EMEA regions and elsewhere, some of which have experienced significant system failures and electrical outages in the past. Our customers may in the future experience difficulties due to system failures unrelated to our systems and offerings. If, for any reason, these providers fail to provide the required services, our business, financial condition and results of operations could be materially and adversely impacted.

Our IBX data center employees are critical to our ability to maintain our business operations and reach our service level commitments. Although we have redundancies built into our workforce, if our IBX employees are unable to access our IBX data centers for any reason, we could experience operational issues at the affected site. Pandemics, weather and climate related crises or any other social, political, or economic disruption in the U.S. or abroad could prevent sufficient staffing at our IBX data centers, or at our corporate offices, and have a material adverse impact on our operations.

We are currently making significant investments in our back-office information technology systems and processes. Difficulties from or disruptions to these efforts may interrupt our normal operations and adversely affect our business and results of operations.

We have been investing heavily in our back-office information technology systems and processes for a number of years and expect such investment to continue for the foreseeable future in support of our pursuit of global, scalable solutions across all geographies and functions that we operate in. These continuing investments include ongoing improvements to the customer experience from initial quote to customer billing and our revenue recognition process; integration of recently acquired operations onto our various information technology systems; and implementation of new tools and technologies to either further streamline and automate processes, or to support our compliance with evolving U.S. GAAP and international accounting standards. Our finance team is also working on a multi-year project to move the backbone of our finance systems to the cloud. As a result of our continued work on these projects, we may experience difficulties with our systems, management distraction and significant business disruptions. For example, difficulties with our systems may interrupt our ability to accept and deliver customer orders and may adversely impact our overall financial operations, including our accounts payable, accounts receivables, general ledger, fixed assets, revenue recognition, close processes, internal financial controls and our ability to otherwise run and track our business. We may need to expend significant attention, time and resources to correct problems or find alternative sources for performing these functions. All of these changes to our financial systems also create an increased risk of deficiencies in our internal controls over financial reporting until such systems are stabilized. Such significant investments in our back-office systems may take longer to complete and cost more than originally planned. In addition, we may not realize the full benefits we hoped to achieve and there is a risk of an impairment charge if we decide that portions of these projects will not ultimately benefit us or are de-scoped. Finally, the collective impact of these changes to our business has placed significant demands on impacted employees across multiple functions, increasing the risk of errors and control deficiencies in our financial statements, distraction from the effective operation of our business and difficulty in attracting and retaining employees. Any such difficulties or disruptions may adversely affect our business and results of operations.

57
Table of Contents
The level of insurance coverage that we purchase may prove to be inadequate.

We carry liability, property, business interruption and other insurance policies to cover insurable risks to our company. We select the types of insurance, the limits and the deductibles based on our specific risk profile, the cost of the insurance coverage versus its perceived benefit and general industry standards. Our insurance policies contain industry standard exclusions for events such as war and nuclear reaction. We purchase earthquake insurance for certain of our IBX data centers, but for our IBX data centers in high-risk zones, including those in California and Japan, we have elected to self-insure. The earthquake and flood insurance that we do purchase would be subject to high deductibles. Any of the limits of insurance that we purchase, including those for flood or cyber risks, could prove to be inadequate, which could materially and adversely impact our business, financial condition and results of operations.

If we are unable to implement our evolving organizational structure, or if we are unable to recruit or retain key qualified personnel, our business could be harmed.

In connection with the evolving needs of our customers and our business, we continue to review our organizational architecture and have made, and will continue to make, changes as appropriate. We must also continue to identify, hire, train and retain key personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for our company's growth. There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent.

The failure to recruit and retain necessary key personnel could cause disruption, harm our business and hamper our ability to grow our company.

The failure to obtain favorable terms when we renew our IBX data center leases, or the failure to renew such leases, could harm our business and results of operations.

While we own certain of our IBX data centers, others are leased under long-term arrangements. These leased IBX data centers have all been subject to significant development by us in order to convert them from, in most cases, vacant buildings or warehouses into IBX data centers. Most of our IBX data center leases have renewal options available to us. However, many of these renewal options provide for the rent to be set at then-prevailing market rates. To the extent that then-prevailing market rates or negotiated rates are higher than present rates, these higher costs may adversely impact our business and results of operations, or we may decide against renewing the lease. There may also be changes in shared operating costs in connection with our leases, which are commonly referred to as common area maintenance expenses. In the event that an IBX data center lease does not have a renewal option, or we fail to exercise a renewal option in a timely fashion and lose our right to renew the lease, we may not be successful in negotiating a renewal of the lease with the landlord. A failure to renew a lease or termination by a landlord of any lease could force us to exit a building prematurely, which could disrupt our business, harm our customer relationships, impact and harm our joint venture relationships, expose us to liability under our customer contracts or joint venture agreements, cause us to take impairment charges and affect our results of operations negatively.

We depend on a number of third parties to provide internet connectivity to our IBX data centers; if connectivity is interrupted or terminated, our results of operations and cash flow could be materially and adversely affected.

The presence of diverse telecommunications carriers' fiber networks in our IBX data centers is critical to our ability to retain and attract new customers. We are not a telecommunications carrier, and as such, we rely on third parties to provide our customers with carrier services. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. We rely primarily on revenue opportunities from the telecommunications carriers' customers to encourage them to invest the capital and operating resources required to connect from their data centers to our IBX data centers. Carriers will likely evaluate the revenue opportunity of an IBX data center based on the assumption that the environment will be highly competitive. We cannot provide assurance that each and every carrier will elect to offer its services within our IBX data centers or that once a carrier has decided to provide internet connectivity to our IBX data centers that it will continue to do so for any period of time.

58
Table of Contents
Our new IBX data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to our IBX data centers is complex and involves factors outside of our control, including regulatory processes and the availability of construction resources. Any hardware or fiber failures on this network, either on land or subsea, may result in significant loss of connectivity to our new IBX data center expansions. This could affect our ability to attract new customers to these IBX data centers or retain existing customers.

To date, the network neutrality of our IBX data centers and the variety of networks available to our customers has often been a competitive advantage for us. In certain of our markets, the limited number of carriers available reduces that advantage. As a result, we may need to adapt our key revenue-generating offerings and pricing to be competitive in those markets.

If the establishment of highly diverse internet connectivity to our IBX data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our results of operations and financial condition will be adversely affected.

The use of high-power density equipment may limit our ability to fully utilize the space in our older IBX data centers.

Server technologies continue to evolve and in some instances these changes can result in customers increasing their use of high-power density equipment in our IBX data centers which can increase the demand for power on a per cabinet basis. Additionally, the workloads related to new and evolving technologies such as artificial intelligence are increasing the demand for high density computing power. Because many of our IBX data centers were built a number of years ago, the current demand for power may exceed the designed electrical capacity in these IBX data centers. As power, not space, is a limiting factor in many of our IBX data centers, our ability to fully utilize the space in those IBX data centers may be impacted. The ability to increase the power capacity of an IBX data center, should we decide to, is dependent on several factors including, but not limited to, the local utility's ability to provide additional power; the length of time required to provide such power; and/or whether it is feasible to upgrade the electrical and mechanical infrastructure of an IBX data center to deliver additional power and cooling to customers. Although we are currently designing and building to a higher power specification than that of many of our older IBX data centers, and are considering redevelopment of certain sites where appropriate, there is a risk that demand could continue to increase, or our redevelopment may not be successful, and the space inside our IBX data centers could become underutilized sooner than expected.

The development and use of artificial intelligence in the workplace presents risks and challenges that may adversely impact our business and operating results.

We have begun leveraging artificial intelligence and machine learning (collectively, “AI”) capabilities for our employees to use in their day-to-day operations. Failure to invest adequately in such capabilities may result in us lagging behind our competitors in terms of improving operational efficiency and achieving superior outcomes for our business and our customers. As we embark on these initiatives, we may encounter challenges such as a shortage of appropriate data to train internal AI models, a lack of skilled talent to effectively execute our strategy of leveraging AI internally, or the possibility that the tools we utilize may not deliver the intended value. Use of third-party AI tools can also bring information security and legal risks. Failure to successfully harness these AI tools could negatively impact our business and operating results.

We may be subject to securities class action and other litigation, which may harm our business and results of operations.

We may be subject to securities class action or other litigation. For example, on May 2, 2024, a putative stockholder class action was filed against the Company and certain of our officers in the United States District Court for the Northern District of California alleging that the defendants made false and misleading statements about our business, results, internal controls, and accounting practices between May 3, 2019 and March 24, 2024. Securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. Litigation can be lengthy, expensive, and divert management's attention and resources. Results cannot be predicted with certainty and an adverse outcome in litigation could result in monetary damages or injunctive relief. Further, any payments made in settlement may directly reduce our revenue under U.S. GAAP and could negatively impact our results of operations for the period.
59
Table of Contents
For all of these reasons, litigation could seriously harm our business, results of operations, financial condition or cash flows.

Risks Related to our Offerings and Customers

Our offerings have a long sales cycle that may harm our revenue and results of operations.

A customer's decision to purchase our offerings typically involves a significant commitment of resources. In addition, some customers will be reluctant to commit to locating in our IBX data centers until they are confident that the IBX data center has adequate carrier connections. As a result, we have a long sales cycle. Furthermore, we may devote significant time and resources to pursuing a particular sale or customer that does not result in revenues.

Instability in the markets and the current macroeconomic environment could also increase delays in our sales cycle. Delays due to the length of our sales cycle may materially and adversely affect our revenues and results of operations, which could harm our ability to meet our forecasts and cause volatility in our stock price.

We may not be able to compete successfully against current and future competitors.

The global multi-tenant data center market is highly fragmented. It is estimated that we are one of more than 2,200 companies that provide these offerings around the world. We compete with these firms which vary in terms of their data center offerings and the geographies in which they operate. We must continue to evolve our product strategy and be able to differentiate our IBX data centers and product offerings from those of our competitors.

Some of our competitors may adopt aggressive pricing policies, especially if they are not highly leveraged or have lower return thresholds than we do. As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues. Some of these competitors may also provide our target customers with additional benefits, including bundled communication services or cloud services, and may do so in a manner that is more attractive to our potential customers than obtaining space in our IBX data centers. Similarly, with growing acceptance of cloud-based technologies, we are at risk of losing customers that may decide to fully leverage cloud infrastructure offerings instead of managing their own. Competitors could also operate more successfully or form alliances to acquire significant market share. Regional competitors may also consolidate to become a global competitor. Consolidation of our customers and/or our competitors may present a risk to our business model and have a negative impact on our revenues.

Failure to compete successfully may materially adversely affect our financial condition, cash flows and results of operations.

If we cannot continue to develop, acquire, market and provide new offerings or enhancements to existing offerings that meet customer requirements and differentiate us from our competitors, our results of operations could suffer.

As our customers evolve their IT strategies, we must remain flexible and evolve along with new technologies and industry and market shifts. The process of developing and acquiring new offerings and enhancing existing offerings is complex. If we fail to anticipate customers’ evolving needs and expectations or do not adapt to technological and IT trends, our results of operations could suffer. Ineffective planning and execution in our cloud, artificial intelligence and product development strategies may cause difficulty in sustaining our competitive advantages. Additionally, any delay in the development, acquisition, marketing or launch of a new offering could result in customer dissatisfaction or attrition. If we cannot continue adapting our products, or if our competitors can adapt their products more quickly than us, our business could be harmed.

In order to adapt effectively, we sometimes must make long-term investments, develop, acquire or obtain certain intellectual property and commit significant resources before knowing whether our predictions will accurately reflect customer demand for the new offerings.

We are currently making significant investments of resources in expanding our digital services portfolio. In 2020, we acquired Packet Host, Inc. ("Packet"), a bare metal automation company to facilitate a new “as-a-service” product offering for us. “As-a-service” solutions are a relatively new market area for us which can bring challenges and could harm our business if not executed in the time or manner that we expect. These solutions may also require additional capital, may have lower margins and customers can more easily churn as compared to our data center offerings, thus adversely impacting our results.
60
Table of Contents
These offerings also introduce us to different competition and faster development cycles as compared to our data center business. If we cannot develop or partner to quickly and efficiently meet market demands, we may also see adverse results. We expect to continue to consider other new product offerings for our customers, including multi-cloud networking and cloud-adjacent storage. While we believe these product offering and others we may implement in the future will be desirable to our customers and will complement our other offerings on Platform Equinix, we cannot guarantee the success of this product or any other new product offering.

We have also invested in joint ventures in order to develop capacity to serve the large footprint needs of a targeted set of hyperscale customers by leveraging existing capacity and dedicated hyperscale builds. We believe these hyperscale customers will also play a large role in the growth of the market for artificial intelligence. We have announced our intention to seek additional joint ventures for certain of our hyperscale builds. There can be no assurances that our joint ventures will be successful or that we find appropriate partners, or that we will be able to successfully meet the needs of these customers through our hyperscale offerings.

Failure to successfully execute on our product strategy or hyperscale strategy could materially adversely affect our financial condition, cash flows and results of operations.

We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.

We derive revenues from contracts with the U.S. government, state and local governments and foreign governments. Some of these customers may terminate all or part of their contracts at any time, without cause. There is increased pressure for governments and their agencies, both domestically and internationally, to reduce spending. Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. Similarly, some of our contracts at the state and local levels are subject to government funding authorizations.

Government contracts often have unique terms and conditions, such as most favored customer obligations, and are generally subject to audits and investigations which could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.

Because we depend on the development and growth of a balanced customer base, including key magnet customers, failure to attract, grow and retain this base of customers could harm our business and results of operations.

Our ability to maximize revenues depends on our ability to develop and grow a balanced customer base, consisting of a variety of companies, including enterprises, cloud, digital content and financial companies, and network service providers. We consider certain of these customers to be key magnets in that they draw in other customers. The more balanced the customer base within each IBX data center, the better we will be able to generate significant interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our IBX data centers will depend on a variety of factors, including the presence of multiple carriers, the mix of our offerings, the overall mix of customers, the presence of key customers attracting business through vertical market ecosystems, the IBX data center's operating reliability and security and our ability to effectively market our offerings. However, some of our customers may face competitive pressures and may ultimately not be successful or may be consolidated through merger or acquisition. If these customers do not continue to use our IBX data centers it may be disruptive to our business. If customers combine businesses, they may require less colocation space, which could lead to churn in our customer base. Finally, any uncertain global economic climate, including the one we are currently experiencing, could harm our ability to attract and retain customers if customers slow spending, or delay decision-making on our offerings, or if customers begin to have difficulty paying us or seek bankruptcy protection and we experience increased churn in our customer base. Any of these factors may hinder the development, growth and retention of a balanced customer base and adversely affect our business, financial condition and results of operations.

61
Table of Contents
Risks Related to our Financial Results

The market price of our stock may continue to be highly volatile, and the value of an investment in our common stock may decline.

The market price of the shares of our common stock has recently been and may continue to be highly volatile. General economic and market conditions, like the ones we are currently experiencing, and market conditions for technology, data center and REIT stocks in general, may affect the market price of our common stock.

Announcements by us or others, or speculations about our future plans, may also have a significant impact on the market price of our common stock. These may relate to:

•our results of operations or forecasts;
•new issuances of equity, debt or convertible debt by us, including issuances through any existing ATM Program;
•increases in market interest rates and changes in other general market and economic conditions, including inflationary concerns;
•changes to our capital allocation, tax planning or business strategy;
•our qualification for taxation as a REIT and our declaration of distributions to our stockholders;
•changes in U.S. or foreign tax laws;
•changes in management or key personnel;
•developments in our relationships with customers;
•announcements by our customers or competitors;
•changes in regulatory policy or interpretation;
•market speculation involving us or other companies in our industry, which may include short seller reports;
•litigation and governmental investigations;
•changes in the ratings of our debt or stock by rating agencies or securities analysts;
•our purchase or development of real estate and/or additional IBX data centers;
•our acquisitions of complementary businesses; or
•the operational performance of our IBX data centers.

The stock market has from time-to-time experienced extreme price and volume fluctuations, which have particularly affected the market prices for technology, data center and REIT stocks, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution rate as a percentage of our stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our common stock. Furthermore, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and/or damages, and divert management's attention from other business concerns, which could seriously harm our business.

Furthermore, short sellers may engage in activity intended to drive down the market price of our common stock, which could also result in related regulatory and governmental scrutiny, among other effects. Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of later buying lower priced identical securities to return to the lender. Accordingly, it is in the interest of a short seller of our common stock for the price to decline. At any time, short sellers may also publish, or arrange for the publication of, opinions or characterizations that are intended to create negative market momentum in our common stock. Short selling reports can cause downward pressure and increased volatility in an issuer’s stock price. In particular, on March 20, 2024, a short seller report was published about us, which contained certain allegations related to components of our operating results and other strategic matters. As a result, the Audit Committee of our Board of Directors commenced an independent investigation to review the matters referenced in the report. Shortly after the release of the report, we received a subpoena from the U.S. Attorney’s Office for the Northern District of California and on April 30, 2024, we also received a subpoena from the Securities and Exchange Commission.
62
Table of Contents
We are cooperating fully with both. The foregoing subpoenas, or any inquiries or investigations conducted by a governmental organization or other regulatory body or internal investigation, such as the one being conducted by our Audit Committee, could result in a material diversion of our management’s time and result in substantial cost and, in the event of an adverse finding, could have a material adverse effect on our business and results of operations.

Our results of operations may fluctuate.

We have experienced fluctuations in our results of operations on a quarterly and annual basis. The fluctuations in our results of operations may cause the market price of our common stock to be volatile. We may experience significant fluctuations in our results of operations in the foreseeable future due to a variety of factors, many of which are listed in this Risk Factors section. Additional factors could include, but are not limited to:

•the timing and magnitude of depreciation and interest expense or other expenses related to the acquisition, purchase or construction of additional IBX data centers or the upgrade of existing IBX data centers;
•demand for space, power and solutions at our IBX data centers;
•the availability of power and the associated cost of procuring the power;
•changes in general economic conditions, such as those stemming from pandemics or other economic downturns, or specific market conditions in the telecommunications and internet industries, any of which could have a material impact on us or on our customer base;
•additions and changes in product offerings and our ability to ramp up and integrate new products within the time period we have forecasted;
•restructuring charges or reversals of restructuring charges, which may be necessary due to revised sublease assumptions, changes in strategy or otherwise;
•the financial condition and credit risk of our customers;
•the provision of customer discounts and credits;
•the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;
•increasing repair and maintenance expenses in connection with aging IBX data centers;
•lack of available capacity in our existing IBX data centers to generate new revenue or delays in opening new or acquired IBX data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;
•changes in employee stock-based compensation;
•changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;
•changes in income tax benefit or expense; and
•changes in or new GAAP as periodically released by the Financial Accounting Standards Board ("FASB").

Any of the foregoing factors, or other factors discussed elsewhere in this report, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future results of operations. It is possible that we may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization and interest expenses. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance. In addition, our results of operations in one or more future quarters may fail to meet the expectations of securities analysts or investors.

We may incur goodwill and other intangible asset impairment charges, or impairment charges to our property, plant and equipment, which could result in a significant reduction to our earnings.

In accordance with U.S. GAAP, we are required to assess our goodwill and other intangible assets annually, or more frequently whenever events or changes in circumstances indicate potential impairment, such as changing market conditions or any changes in key assumptions.
63
Table of Contents
If the testing performed indicates that an asset may not be recoverable, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made.

We also periodically monitor the remaining net book values of our property, plant and equipment, including at the individual IBX data center level. Although each individual IBX data center is currently performing in accordance with our expectations, the possibility that one or more IBX data centers could begin to under-perform relative to our expectations is possible and may also result in non-cash impairment charges.

These charges could be significant, which could have a material adverse effect on our business, results of operations or financial condition.

We have incurred substantial losses in the past and may incur additional losses in the future.
As of March 31, 2024, our retained earnings were $4.2 billion. We are currently investing heavily in our future growth through the build out of multiple additional IBX data centers, expansions of IBX data centers and acquisitions of complementary businesses. As a result, we will incur higher depreciation and other operating expenses, as well as transaction costs and interest expense, that may negatively impact our ability to sustain profitability in future periods unless and until these new IBX data centers generate enough revenue to exceed their operating costs and cover the additional overhead needed to scale our business for this anticipated growth. The current global financial uncertainty may also impact our ability to sustain profitability if we cannot generate sufficient revenue to offset the increased costs of our recently opened IBX data centers or IBX data centers currently under construction. In addition, costs associated with the acquisition and integration of any acquired companies, as well as the additional interest expense associated with debt financing, we have undertaken to fund our growth initiatives, may also negatively impact our ability to sustain profitability. Finally, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.
Risks Related to Our Expansion Plans
Our construction of new IBX data centers, IBX data center expansions or IBX data center redevelopment could involve significant risks to our business.

In order to sustain our growth in certain of our existing and new markets, we may have to expand an existing data center, lease a new facility or acquire suitable land, with or without structures, to build new IBX data centers from the ground up. Expansions or new builds are currently underway, or being contemplated, in new and existing markets. These construction projects expose us to many risks which could have an adverse effect on our results of operations and financial condition. The current global supply chain and inflation issues have exacerbated many of these construction risks and created additional risks for our business. Some of the risks associated with construction projects include:

•construction delays;
•power and power grid constraints;
•lack of availability and delays for data center equipment, including items such as generators and switchgear;
•unexpected budget changes;
•increased prices for and delays in obtaining building supplies, raw materials and data center equipment;
•labor availability, labor disputes and work stoppages with contractors, subcontractors and other third parties;
•unanticipated environmental issues and geological problems;
•delays related to permitting and approvals to open from public agencies and utility companies;
•unexpected lack of power access;
•delays in site readiness leading to our failure to meet commitments made to customers planning to expand into a new build; and
•unanticipated customer requirements that would necessitate alternative data center design, making our sites less desirable or leading to increased costs in order to make necessary modifications or retrofits.

We are currently experiencing rising construction costs which reflect the increase in cost of labor and raw materials, supply chain and logistic challenges, and high demand in our sector.
64
Table of Contents
While we have invested in creating a reserve of materials to mitigate supply chain issues and inflation, it may not be sufficient and ongoing delays, difficulty finding replacement products and continued high inflation could affect our business and growth and could have a material effect on our business. Additional or unexpected disruptions to our supply chain, including in the event of any sustained regional escalation of the current conflict in the Middle East in the area around the Red Sea or more broadly, or inflationary pressures could significantly affect the cost of our planned expansion projects and interfere with our ability to meet commitments to customers who have contracted for space in new IBX data centers under construction.

Construction projects are dependent on permitting from public agencies and utility companies. Any delay in permitting could affect our growth. We are currently experiencing permitting delays in most metros due to reduced production from labor availability. While we don't currently anticipate any material long-term negative impact to our business because of these construction delays, these types of delays and stoppages related to permitting from public agencies and utility companies could worsen and have an adverse effect on our bookings, revenue or growth.

Additionally, all construction related projects require us to carefully select and rely on the experience of one or more designers, general contractors, and associated subcontractors during the design and construction process. Should a designer, general contractor, significant subcontractor or key supplier experience financial problems or other problems during the design or construction process, we could experience significant delays, increased costs to complete the project and/or other negative impacts to our expected returns.

Site selection is also a critical factor in our expansion plans. There may not be suitable properties available in our markets with the necessary combination of high-power capacity and fiber connectivity, or selection may be limited. We expect that we will continue to experience limited availability of power and grid constraints in many markets as well as shortages of associated equipment because of the current high demands and finite nature of these resources. These shortages could result in site selection challenges, construction delays or increased costs. Government limitations or moratoriums placed on data center construction in a given market may also negatively impact our ability to expand according to our plans. Thus, while we may prefer to locate new IBX data centers adjacent to our existing locations, it may not always be possible. In the event we decide to build new IBX data centers separate from our existing IBX data centers, we may provide metro connect solutions to connect these two IBX data centers. Should these solutions not provide the necessary reliability to sustain connection, or if they do not meet the needs of our customers, this could result in lower interconnection revenue and lower margins and could have a negative impact on customer retention over time.

Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of any transaction.

Over the last several years, we have completed numerous acquisitions, including most recently that of five data centers in Peru and Chile from Entel in 2022, MainOne in West Africa in 2022, and GPX Global Systems, Inc.'s India operations in 2021. We expect to make additional acquisitions in the future, which may include (i) acquisitions of businesses, products, solutions or technologies that we believe to be complementary, (ii) acquisitions of new IBX data centers or real estate for development of new IBX data centers; (iii) acquisitions through investments in local data center operators; or (iv) acquisitions in new markets with higher risk profiles. We may pay for future acquisitions by using our existing cash resources (which may limit other potential uses of our cash), incurring additional debt (which may increase our interest expense, leverage and debt service requirements) and/or issuing shares (which may dilute our existing stockholders and have a negative effect on our earnings per share). Acquisitions expose us to potential risks, including:

•the possible disruption of our ongoing business and diversion of management's attention by acquisition, transition and integration activities, particularly when multiple acquisitions and integrations are occurring at the same time or when we are entering an emerging market with a higher risk profile;
•our potential inability to successfully pursue or realize some or all of the anticipated revenue opportunities associated with an acquisition or investment;
•the possibility that we may not be able to successfully integrate acquired businesses, or businesses in which we invest, or achieve anticipated operating efficiencies or cost savings;
•the possibility that announced acquisitions may not be completed, due to failure to satisfy the conditions to closing as a result of:
•an injunction, law or order that makes unlawful the consummation of the acquisition;
65
Table of Contents
•inaccuracy or breach of the representations and warranties of, or the non-compliance with covenants by, either party;
•the nonreceipt of closing documents; or
•for other reasons;
•the possibility that there could be a delay in the completion of an acquisition, which could, among other things, result in additional transaction costs, loss of revenue or other adverse effects resulting from such uncertainty;
•the possibility that our projections about the success of an acquisition could be inaccurate and any such inaccuracies could have a material adverse effect on our financial projections;
•the dilution of our existing stockholders as a result of our issuing stock as consideration in a transaction or selling stock in order to fund the transaction;
•the possibility of customer dissatisfaction if we are unable to achieve levels of quality and stability on par with past practices;
•the possibility that we will be unable to retain relationships with key customers, landlords and/or suppliers of the acquired businesses, some of which may terminate their contracts with the acquired business as a result of the acquisition or which may attempt to negotiate changes in their current or future business relationships with us;
•the possibility that we could lose key employees from the acquired businesses;
•the possibility that we may be unable to integrate certain IT systems that do not meet Equinix's standard requirements with respect to security, privacy or any other standard;
•the potential deterioration in our ability to access credit markets due to increased leverage;
•the possibility that our customers may not accept either the existing equipment infrastructure or the "look-and-feel" of a new or different IBX data center;
•the possibility that additional capital expenditures may be required or that transaction expenses associated with acquisitions may be higher than anticipated;
•the possibility that required financing to fund an acquisition may not be available on acceptable terms or at all;
•the possibility that we may be unable to obtain required approvals from governmental authorities under antitrust and competition laws on a timely basis or at all, which could, among other things, delay or prevent us from completing an acquisition, limit our ability to realize the expected financial or strategic benefits of an acquisition or have other adverse effects on our current business and operations;
•the possible loss or reduction in value of acquired businesses;
•the possibility that future acquisitions may present new complexities in deal structure, related complex accounting and coordination with new partners, particularly in light of our desire to maintain our qualification for taxation as a REIT;
•the possibility that we may not be able to prepare and issue our financial statements and other public filings in a timely and accurate manner, and/or maintain an effective control environment, due to the strain on the finance organization when multiple acquisitions and integrations are occurring at the same time;
•the possibility that future acquisitions may trigger property tax reassessments resulting in a substantial increase to our property taxes beyond that which we anticipated;
•the possibility that future acquisitions may be in geographies and regulatory environments to which we are unaccustomed and we may become subject to complex requirements and risks with which we have limited experience;
•the possibility that future acquisitions may appear less attractive due to fluctuations in foreign currency rates;
•the possibility that carriers may find it cost-prohibitive or impractical to bring fiber and networks into a new IBX data center;
66
Table of Contents
•the possibility of litigation or other claims in connection with, or as a result of, an acquisition, or inherited from the acquired company, including claims from terminated employees, customers, former stockholders or other third parties;
•the possibility that asset divestments may be required in order to obtain regulatory clearance for a transaction;
•the possibility of pre-existing undisclosed liabilities, including, but not limited to, lease or landlord related liability, tax liability, environmental liability or asbestos liability, for which insurance coverage may be insufficient or unavailable, or other issues not discovered in the diligence process;
•the possibility that we receive limited or incorrect information about the acquired business in the diligence process; and
•the possibility that we do not have full visibility into customer agreements and customer termination rights during the diligence process which could expose us to additional liabilities after completing the acquisition.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows. If an acquisition does not proceed or is materially delayed for any reason, the price of our common stock may be adversely impacted, and we will not recognize the anticipated benefits of the acquisition.

We cannot assure that the price of any future acquisitions of IBX data centers or businesses will be similar to prior IBX data center acquisitions and businesses. In fact, we expect costs required to build or render new IBX data centers operational to increase in the future. If our revenue does not keep pace with these potential acquisition and expansion costs, we may not be able to maintain our current or expected margins as we absorb these additional expenses. There is no assurance we would successfully overcome these risks, or any other problems encountered with these acquisitions.

The anticipated benefits of our joint ventures may not be fully realized, or take longer to realize than expected.

We have entered into joint ventures to develop and operate data centers. Certain sites that are intended to be utilized in joint ventures require investment for development. The success of these joint ventures will also depend, in part, on the successful development of the data center sites, and we may not realize all of the anticipated benefits. Such development may be more difficult, time-consuming or costly than expected and could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact our business, financial condition and results of operations. Additionally, if it is determined these sites are no longer desirable for the joint ventures, we would need to adapt such sites for other purposes.

We may not realize all of the anticipated benefits from our joint ventures. The success of these joint ventures will depend, in part, on the successful partnership between Equinix and our joint venture partners. Such a partnership is subject to risks as outlined below, and more generally, to the same types of business risks as would impact our IBX data center business. A failure to successfully partner, or a failure to realize our expectations for the joint ventures, including any contemplated exit strategy from a joint venture, could materially impact our business, financial condition and results of operations. These joint ventures could also be negatively impacted by inflation, supply chain issues, an inability to obtain financing on favorable terms or at all, an inability to fill the data center sites with customers as planned, and development and construction delays, including those we are currently experiencing in many markets globally.

Joint venture investments could expose us to risks and liabilities in connection with the formation of the new joint ventures, the operation of such joint ventures without sole decision-making authority, and our reliance on joint venture partners who may have economic and business interests that are inconsistent with our business interests.

In addition to our current and proposed joint ventures, we may co-invest with other third parties through partnerships, joint ventures or other entities in the future. These joint ventures could result in our acquisition of non-controlling interests in, or shared responsibility for, managing the affairs of a property or portfolio of properties, partnership, joint venture or other entity. We may be subject to additional risks, including:

67
Table of Contents
•we may not have the right to exercise sole decision-making authority regarding the properties, partnership, joint venture or other entity;
•if our partners become bankrupt or fail to fund their share of required capital contributions, we may choose to or be required to contribute such capital;
•our partners may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives;
•our joint venture partners may take actions that are not within our control, which could require us to dispose of the joint venture asset, transfer it to a taxable REIT subsidiary ("TRS") in order to maintain our qualification for taxation as a REIT, or purchase the partner's interests or assets at an above-market price;
•our joint venture partners may take actions unrelated to our business agreement but which reflect poorly on us because of our joint venture relationship;
•disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our day-to-day business;
•we may in certain circumstances be liable for the actions of our third-party partners or guarantee all or a portion of the joint venture's liabilities, which may require us to pay an amount greater than its investment in the joint venture;
•we may need to change the structure of an established joint venture or create new complex structures to meet our business needs or the needs of our partners which could prove challenging; and
•a joint venture partner's decision to exit the joint venture may not be at an opportune time for us or in our business interests.

Each of these factors may result in returns on these investments being less than we expect or in losses, and our financial and results of operations may be adversely affected.

If we cannot effectively manage our international operations and successfully implement our international expansion plans, our business and results of operations would be adversely impacted.

For the years ended December 31, 2023, 2022 and 2021, we recognized approximately 63%, 61% and 61%, respectively, of our revenues outside the U.S. We currently operate outside of the U.S. in Canada, Mexico, South America, the Asia-Pacific region and the EMEA region.
In addition, we are currently undergoing expansions or evaluating expansion opportunities outside of the U.S. Undertaking and managing expansions in foreign jurisdictions may present unanticipated challenges to us.
Our international operations are generally subject to a number of additional risks, including:
•the costs of customizing IBX data centers for foreign countries;
•protectionist laws and business practices favoring local competition;
•greater difficulty or delay in accounts receivable collection;
•difficulties in staffing and managing foreign operations, including negotiating with foreign labor unions or workers' councils;
•difficulties in managing across cultures and in foreign languages;
•political and economic instability;
•fluctuations in currency exchange rates;
•difficulties in repatriating funds from certain countries;
•our ability to obtain, transfer or maintain licenses required by governmental entities with respect to our business;
•unexpected changes in regulatory, tax and political environments;
•difficulties in procuring power;
•trade wars;
•changes in the government and public administration in emerging markets that may impact the stability of foreign investment policies;
68
Table of Contents
•our ability to secure and maintain the necessary physical and telecommunications infrastructure;
•compliance with anti-bribery and corruption laws;
•compliance with economic and trade sanctions enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury, the Bureau of Industry and Security of the US Department of Commerce and other enforcement agencies in other jurisdictions around the world including those related to the Russian and Ukrainian war;
•compliance with changing laws, policies and requirements related to sustainability;
•increasing scrutiny on the operational resilience of data centers, especially in countries where data centers are designated as critical national infrastructure and/or essential ICT service providers;
•increasing resistance to data center presence and expansion by local communities;
•compliance with evolving cybersecurity laws including reporting requirements; and
•compliance with evolving governmental regulation.

Further, if we cannot effectively manage the challenges associated with our international operations and expansion plans, we could experience a delay in our expansion projects or a failure to grow. Expansion challenges and international operations failures could also materially damage our reputation, our brand, our business and results of operations. Our success depends, in part, on our ability to anticipate and address these risks and manage these difficulties.

We continue to invest in our expansion efforts, but may not have sufficient customer demand in the future to realize expected returns on these investments.

We are considering the acquisition or lease of additional properties and the construction of new IBX data centers beyond those expansion projects already announced. We will be required to commit substantial operational and financial resources to these IBX data centers, generally 12 to 18 months in advance of securing customer contracts, and we may not have sufficient customer demand in those markets to support these IBX data centers once they are built. In addition, unanticipated technological changes could affect customer requirements for data centers, and we may not have built such requirements into our new IBX data centers. Either of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these investments.
Risks Related to Our Capital Needs and Capital Strategy
Our substantial debt could adversely affect our cash flows and limit our flexibility to raise additional capital.
We have a significant amount of debt and may need to incur additional debt to support our growth. Additional debt may also be incurred to fund future acquisitions, any future special distributions, regular distributions or the other cash outlays associated with maintaining our qualification for taxation as a REIT. As of March 31, 2024, our total indebtedness (inclusive of finance lease liabilities and gross of debt issuance costs and debt discounts) was approximately $16.0 billion, our stockholders' equity was $12.3 billion and our cash and cash equivalents totaled $1.5 billion. In addition, as of March 31, 2024, we had approximately $3.9 billion of additional liquidity available to us from our $4.0 billion revolving credit facility. In addition to our substantial debt, we lease many of our IBX data centers and certain equipment under lease agreements, some of which are accounted for as operating leases. As of March 31, 2024, we recorded operating lease liabilities of $1.4 billion, which represents our obligation to make lease payments under those lease arrangements.
Our substantial amount of debt and related covenants, and our off-balance sheet commitments, could have important consequences. For example, they could:
•require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt and in respect of other off-balance sheet arrangements, reducing the availability of our cash flow to fund future capital expenditures, working capital, execution of our expansion strategy and other general corporate requirements;
•increase the likelihood of negative outlook from our credit rating agencies, or of a downgrade to our current rating;
•make it more difficult for us to satisfy our obligations under our various debt instruments;
•increase our cost of borrowing and even limit our ability to access additional debt to fund future growth;
•increase our vulnerability to general adverse economic and industry conditions and adverse changes in governmental regulations;
69
Table of Contents
•limit our flexibility in planning for, or reacting to, changes in our business and industry, which may place us at a competitive disadvantage compared with our competitors;
•limit our operating flexibility through covenants with which we must comply;
•limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity, which would also limit our ability to further expand our business; and
•make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable rate debt.
The occurrence of any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.
We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. These risks could materially adversely affect our financial condition, cash flows and results of operations.
Sales or issuances of shares of our common stock may adversely affect the market price of our common stock.
Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance acquisitions or repay debt. In November 2022 and as amended in October 2023, we established an "at the market" equity offering program (the "2022 ATM Program") in the amount of $1.5 billion under which we may, from time to time, issue and sell shares of our common stock to or through sales agents up to established limits. As of March 31, 2024, we had approximately $470 million available for sale under the 2022 ATM Program. We have refreshed our ATM program in the past and expect to refresh our ATM program periodically, which could lead to additional dilution for our stockholders in the future. We may also seek authorization to sell additional shares of common stock through other means which could lead to additional dilution for our stockholders. Please see Note 10 within the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for sales of our common stock under our ATM programs.
If we are not able to generate sufficient operating cash flows or obtain external financing, our ability to fund incremental expansion plans may be limited.

Our capital expenditures, together with ongoing operating expenses, obligations to service our debt and the cash outlays associated with our REIT distribution requirements, are, and will continue to be, a substantial burden on our cash flow and may decrease our cash balances. Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms. Our inability to obtain additional debt and/or equity financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures which could adversely affect our results of operations.

Our derivative transactions expose us to counterparty credit risk.

Our derivative transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty's liquidity, which could make them unable to perform under the terms of their derivative contract and we may not be able to realize the benefit of the derivative contract.

Risks Related to Environmental Laws and Climate Change Impact

Environmental regulations may impose upon us new or unexpected costs.

We are subject to various federal, state and local environmental and health and safety laws and regulations in the United States and at our non-U.S. locations, including those relating to the generation, storage, handling and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations involve the use of hazardous substances and other regulated materials such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions, refrigerants and other materials.
70
Table of Contents
At some of our locations, hazardous substances or regulated materials are known to be present in soil or groundwater, and there may be additional unknown hazardous substances or regulated materials present at sites that we own, operate or lease. At some of our locations, there are land use restrictions in place relating to earlier environmental cleanups that do not materially limit our use of the sites. To the extent any hazardous substances or any other substance or material must be investigated, cleaned up or removed from our property, we may be responsible under applicable laws, permits or leases for the investigation, removal or cleanup of such substances or materials, the cost of which could be substantial.

We purchase significant amounts of electricity from generating facilities and utility companies. These facilities and utility companies are subject to environmental laws, regulations, permit requirements and policy decisions that could be subject to material change, which could result in increases in our electricity suppliers' compliance costs that may be passed through to us. Regulations promulgated by the U.S. EPA or state agencies, or by regulators in other countries, could limit air emissions from fossil fuel-fired power plants, restrict discharges of cooling water, limit the availability of potable water and otherwise impose new operational restraints on power plants that could increase costs of electricity. Regulatory programs intended to promote increased generation of electricity from renewable sources may also increase our costs of procuring electricity. In addition, we are directly subject to environmental, health and safety laws regulating air emissions, storm water management and other environmental matters arising in our business. For example, our emergency generators are subject to state, federal and country-specific regulations governing air pollutants, which could limit the operation of those generators or require the installation of new pollution control technologies. While environmental regulations do not normally impose material costs upon our operations, unexpected events, equipment malfunctions, human error and changes in law or regulations, among other factors, can lead to additional capital requirements, limitations upon our operations and unexpected increased costs.

Regulation of greenhouse gas ("GHG") emissions could increase our costs of doing business, for example by increasing the cost of electricity produced by more GHG-intensive means (e.g., generated from fossil fuels), which could require the use of management or reduction of GHG emissions (e.g., carbon dioxide capture), or by imposing taxes or fees upon electricity or GHG emissions. In recent years, there has been interest in the U.S. and in countries where we operate abroad in regulating GHG emissions and otherwise addressing risks related to climate change. For example, in the U.S., new regulations and legislation have been proposed or enacted during the Biden Administration that limit or otherwise seeks to discourage carbon dioxide emissions and the use of fossil fuels. Such regulations and legislation have included or may in the future include measures ranging from direct regulation of GHG emissions to "carbon taxes," and tax incentives to promote the development and use of renewable energy and otherwise lower GHG emissions. Other countries in which we operate may also impose requirements and restrictions on GHG emissions.
Governmental regulations also have the potential to increase our costs of obtaining electricity. Certain U.S. states in which we operate have issued or are considering and may enact environmental regulations that could materially affect our facilities and electricity costs. For example, California limits GHG emissions from new and existing conventional power plants by imposing regulatory caps and by auctioning the rights to emission allowances. Multiple other states have issued regulations (or are considering regulations) to implement carbon cap and trade programs, carbon pricing programs and other mechanisms designed to limit GHG emissions.
To date, regulations aimed at reducing GHG emissions have not had a material adverse effect on our electricity costs, but potential new regulatory requirements and the market-driven nature of some of the programs could have a material adverse effect on electricity costs in the future. Global environmental regulations are expected to continue to change and evolve and may impose upon us new or unexpected costs. Concern about climate change and sustainability in various jurisdictions may result in more stringent laws and regulatory requirements regarding emissions of carbon dioxide or other GHGs. Restrictions on carbon dioxide or other GHG emissions could result in significant increases in operating or capital costs, including higher energy costs generally, and increased costs from carbon taxes, emission cap and trade programs and renewable portfolio standards that are imposed upon our electricity suppliers. These higher energy costs, and the cost of complying across our global platform or of failing to comply with these and any other climate change regulations, may have an adverse effect on our business and our results of operations. The course of future legislation and regulation in the U.S. and abroad remains difficult to predict and the potential increased costs associated with national or supra-national GHG regulation and other government policies cannot be estimated at this time.
Our business may be adversely affected by physical risks related to climate change and our response to it.
71
Table of Contents

Severe weather events, such as droughts, wildfires, flooding, heat waves, hurricanes, typhoons and winter storms, pose a threat to our IBX data centers and our customers' IT infrastructure through physical damage to facilities or equipment, power supply disruption, and long-term effects on the cost of electricity. The frequency and intensity of severe weather events are reportedly increasing as part of broader climate changes. Changes in global weather patterns may also pose long-term risks of physical impacts to our business.

We maintain disaster recovery and business continuity plans that would be implemented in the event of severe weather events that interrupt our business or affect our customers' IT infrastructure housed in our IBX data centers. While these plans are designed to allow us to recover from natural disasters or other events that can interrupt our business, we cannot be certain that our plans will work as intended to mitigate the impacts of such disasters or events. Failure to prevent impact to customers from such events could adversely affect our business.

We may fail to achieve our Environmental, Social and Governance ("ESG") and sustainability goals, or may encounter objections to them, either of which may adversely affect public perception of our business and affect our relationship with our customers, our stockholders and/or other stakeholders.

We have prioritized sustainability and ESG objectives, including long term goals of procuring 100% clean and renewable energy coverage and reducing our GHG emissions from our operations and supply chain. We also face pressure from our customers, stockholders and other stakeholders, such as the communities in which we operate, who are increasingly focused on climate change, to prioritize renewable energy procurement, reduce our carbon footprint and promote sustainable practices. To address these goals and concerns, where possible, we plan to continue to scale our renewable energy strategy, seek low-carbon alternatives for traditional fuel sources, use refrigerants that pose fewer risks of environmental impact, and pursue opportunities to improve energy and water efficiency. As a result of these and other initiatives, we intend to make progress towards reducing our environmental impact and global carbon footprint, meet our public climate related commitments, as well as ensuring that our business remains viable in a low-carbon economy.

Pursuing these objectives involves additional costs for conducting our business. For example, developing and acting on ESG initiatives, including collecting, measuring, and reporting information, goals and other metrics can be costly, difficult and time consuming. We have separately undertaken efforts to procure coverage from renewable energy projects in order to support availability of new renewables development. These efforts to support and enhance renewable electricity generation may increase our costs of electricity above those that would be incurred through procurement of conventional electricity from existing sources or through conventional grids. Reducing our carbon footprint may require physical or operational modifications that may be costly. These initiatives could adversely affect our financial position and results of operations.

There is also a risk that our ESG and sustainability objectives will not be successful. It is possible that we may fail to reach our stated environmental goals in a timely manner or that our customers, stockholders or members of our communities might not be satisfied with our sustainability efforts or the speed of their adoption. Our customers, stockholders or others may object to our ESG and sustainability objectives or the manner in which we seek to achieve such objectives. A failure to meet our environmental goals, or significant controversy regarding these goals and how we achieve them, could adversely affect public perception of our business, employee morale or customer, stockholder or community support. If we do not meet our customers' or stockholders' expectations regarding those initiatives, or lose support in our communities, our business and/or our share price could be harmed.

There is some indication that ESG and sustainability goals are becoming more controversial, as some governmental entities in the U.S. and certain investor constituencies question the appropriateness of or object to ESG and sustainability initiatives. Some investors may use ESG-related factors to guide their investment strategies and may choose not to invest in us, a factor that would tend to reduce demand for our shares and possibly affect our share price adversely. We also may face potential governmental enforcement actions or private litigation challenging our ESG and sustainability goals, or our disclosure of those goals and our metrics for measuring achievement of them. New or changing regulation or public opinion regarding our ESG and sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot predicted or estimated at this time.
72
Table of Contents
Risks Related to Certain Regulations and Laws, Including Tax Laws
Geopolitical events contribute to an already complex and evolving regulatory landscape. If we cannot comply with the evolving laws and regulations in the countries in which we operate, we may be subject to litigation and/or sanctions, adverse revenue impacts, increased costs and our business and results of operations could be negatively impacted.

Geopolitical events, such as the United Kingdom's withdrawal from the European Union ("Brexit"), the Hong Kong national security law, the trade war between the U.S. and China, the war between Russia and Ukraine and, most recently, the escalation of the ongoing conflict in the Middle East, could have a negative effect on our business domestically and/or internationally. While some time has passed since some of these events first occurred, it remains unpredictable how these events will continue to develop and impact the environment in which we do business.

In addition, many countries and states have increasingly taken a more proactive approach on sustainability through the adoption of regulations that oblige corporations to make disclosures on their corporate sustainability efforts through mandatory ESG reporting and to decarbonize their operations and supply chain. It is possible that compliance with the sustainability-related regulations and directives will require us to re-evaluate and make changes to our current operations and our supply chain and thus increase our cost of doing business in the relevant affected regions or countries. We may incur incremental costs to enhance our internal systems to collect the data needed to meet these regulatory requirements, including attestation standards.

In countries where there are shortages of power, land and water resources, local governments have and/or will be imposing more stringent regulations and requirements to control the growth and development of data centers in their countries. New builds and further expansion of data center operations in such markets are increasingly being evaluated and approvals (where required) may only be granted where a data center operator is not only able to demonstrate that it is efficient in its use of energy and water but also that its operations have and/or will bring positive and significant environmental, economic and social impact to the country and the local community.

Digitalization has been accelerated in many countries as a direct consequence of the pandemic and regulators are increasingly aware and recognizing the importance of data centers in ensuring the availability, resiliency, security and stability of digitalized critical services such as national security, healthcare and financial and banking services. Regulations such as the US Cyber Incident Reporting for Critical Infrastructure Act of 2022 (“CIRCIA 2022”), the SEC Cybersecurity Disclosure Rule, the EU Network and Information Security Directive No.2 (“NISD2”), the EU Digital Operational Resilience Act, and Australia’s Security of Critical Infrastructure Act 2018 make it mandatory for Equinix to comply with more stringent requirements related to cybersecurity, controls on data storage and cross border data transfer and operational resilience, more so, in countries where our entities and/or IBXs are designated as critical information or critical national infrastructure. Regulatory compliance may lead to additional costs and impact returns on investments in the relevant jurisdictions.

With respect to the current trade war between the U.S. and China, we have several customers in China named in restrictive executive orders by the previous U.S. administration that are currently covered by a freeze issued by the current U.S. administration or currently enjoined from enforcement subject to pending litigation. If Equinix is required to cease business with these companies, or additional companies in the future, our revenues could be adversely affected. Similarly, current relations between the U.S. and China have created increased supply chain risk due to successive U.S. legislation promoting decoupling from China on semiconductors, memory, and specific telecommunications equipment makers, and having to source for alternative suppliers for key components outside of China.

Additionally, laws and regulations related to economic sanctions, export controls, anti-bribery and anti-corruption, and other international activities may restrict or limit our ability to engage in transactions or dealings with certain counterparties, in or with certain countries or territories, or in certain activities. We cannot guarantee compliance with all such laws and regulations, and failure to comply with such laws and regulations could expose us to fines, penalties, or costly and expensive investigations.

Violations of any of applicable domestic or international laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our ability to provide our offerings in one or more countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and results of operations.
73
Table of Contents

Government regulation related to our business or failure to comply with laws and regulations may adversely affect our business.

Various laws and governmental regulations, both in the U.S. and abroad, governing internet-related services, related communications services and information technologies remain largely unsettled, even in areas where there has been some legislative action. For example, the Federal Communications Commission ("FCC") recently overturned network neutrality rules, which may result in material changes in the regulations and contribution regime affecting us and our customers. Furthermore, the U.S. Congress and state legislatures are reviewing and considering changes to the new FCC rules making the future of network neutrality uncertain. Changes to these laws and regulations could have a material adverse effect on us and our customers. We expect there may also be forthcoming regulation in areas of regulating the responsible use of artificial intelligence, such as the proposed EU Artificial Intelligence Act and the introduction of heightened measures to be adopted with respect to cybersecurity, data privacy, sustainability, taxation and data security, any of which could impact us and our customers.

We remain focused on whether and how existing and changing laws, such as those governing intellectual property, privacy, libel, telecommunications services, data flows/data localization, carbon emissions impact, competition and antitrust, and taxation apply to our business and those which might have a material effect on our customers’ decisions to purchase our solutions. Substantial resources may be required to comply with regulations or bring any non-compliant business practices into compliance with such regulations. In addition, the continuing development of the market for online commerce and the displacement of traditional telephony service by the internet and related communications services may prompt an increased call for more stringent consumer protection laws or other regulation both in the U.S. and abroad that may impose additional burdens on companies conducting business online and their service providers.

Our business was designated "critical infrastructure" or "essential services" which allowed our data centers to remain open in many jurisdictions during the COVID-19 pandemic. Any regulations restricting our ability to operate our business for any reason could have a material adverse effect on our business. Additionally, these "essential services" and "critical infrastructure" designations could lead countries or local regulators to impose additional regulations on the data center industry in order to have better visibility and control over our industry for future events and crises.

We strive to comply with all laws and regulations that apply to our business. However, as these laws evolve, they can be subject to varying interpretations and regulatory discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance with applicable laws and regulations, we could be subject to civil and criminal penalties that could adversely affect our business operations. The adoption, or modification of laws or regulations relating to the internet and our business, or interpretations of existing laws, could have a material adverse effect on our business, financial condition and results of operations.

Changes in U.S. or foreign tax laws, regulations, or interpretations thereof, including changes to tax rates, may adversely affect our financial statements and cash taxes.

We are a U.S. company with global subsidiaries and are subject to income and other taxes in the U.S. (although currently limited due to our taxation as a REIT) and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income and other taxes. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no certainty that additional taxes will not be due upon audit of our tax returns or as a result of changes to the tax laws and interpretations thereof. For example, we are currently undergoing audits in a number of jurisdictions where we operate. The final results of these audits are uncertain and may not be resolved in our favor.

The Organization for Economic Co-operation and Development ("OECD") is an international association made up of over 30 countries including the U.S. The OECD has proposed and made numerous changes to long-standing tax principles, which, if adopted by the member countries, could have a materially adverse effect on our tax liabilities. For example, it has proposed a framework to implement a global minimum tax of 15% for businesses with global revenues and profits above certain thresholds (referred to as Pillar Two).
74
Table of Contents
The framework includes a mechanism empowering foreign jurisdictions to levy a top-up tax on our profits in the U.S. Certain aspects of Pillar Two became effective January 1, 2024, and the rest of the new tax regime will become effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar Two, certain countries in which we operate have partially adopted Pillar Two, and other countries are in the process of introducing legislation to adopt the new tax regime. We are continuing to evaluate the impacts of the development in the jurisdictions in which we operate.

The COVID-19 pandemic led to increased spending by many governments in the past years. Because of this, there could be pressure to increase taxes in the future to pay back debts and generate revenues. The nature and timing of any future changes to each jurisdiction's tax laws and the impact on our future tax liabilities cannot be predicted with any accuracy, but could materially and adversely impact our results of operations and financial position or cash flows.

Our business could be adversely affected if we are unable to maintain our complex global legal entity structure.

We maintain a complex global organizational structure, containing numerous legal entities of varied types and serving various purposes, in each country in which we operate. For example, to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes, we use TRSs and qualified REIT subsidiaries ("QRSs") in order to segregate our income between net income from real estate and net income from other non-real estate activities. This results in significantly more entities than we might otherwise utilize if we were not having to maintain our qualification for taxation as a REIT in the U.S.

Additionally, we maintain certain other region and/or business specific organizational structures for various tax, legal and other business purposes. The organization, maintenance and reporting requirements for our entity structure are complex and require coordination amongst many teams within Equinix and the use of outside service providers. While we use automation tools and software where possible to manage this process, a meaningful amount of work continues to be manual. We believe we have adequate controls in place to manage these complex structures, but if our controls fail, there could be significant legal and tax implications to our business and our operations including but not limited to material tax and legal liabilities.

Risks Related to Our REIT Status in the U.S.

We may not remain qualified for taxation as a REIT.

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our 2015 taxable year. We believe that our organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code of 1986, as amended (the "Code"), such that we will continue to qualify for taxation as a REIT. However, we cannot assure you that we have qualified for taxation as a REIT or that we will remain so qualified. Qualification for taxation as a REIT involves the application of highly technical and complex provisions of the Code to our operations as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of applicable REIT provisions of the Code.

If, in any taxable year, we fail to remain qualified for taxation as a REIT and are not entitled to relief under the Code:

•we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
•we will be subject to U.S. federal and state income tax on our taxable income at regular corporate income tax rates; and
•we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we failed to qualify for taxation as a REIT.

Any such corporate tax liability could be substantial and would reduce the amount of cash available for other purposes. If we fail to remain qualified for taxation as a REIT, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for investment and distributions to stockholders could be reduced.
75
Table of Contents
As a REIT, failure to make required distributions would subject us to federal corporate income tax.
We paid a quarterly distribution on March 20, 2024 and have declared a quarterly distribution to be paid on June 19, 2024. The amount, timing and form of any future distributions will be determined, and will be subject to adjustment, by our Board of Directors. To remain qualified for taxation as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year, or in limited circumstances, the following year, to our stockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain distributions that approximate our REIT taxable income and may fail to remain qualified for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the payment of expenses and the recognition of income and expenses for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, interest expense deductions limited by Section 163(j) of the Code, the creation of reserves or required debt service or amortization payments.
To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax on our undistributed taxable income if the actual amount that we distribute to our stockholders for a calendar year is less than the minimum amount specified under the Code.
Complying with REIT requirements may limit our flexibility or cause us to forgo otherwise attractive opportunities.

To remain qualified for taxation as a REIT for U.S. federal income tax purposes, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets and the amounts we distribute to our stockholders. For example, under the Code, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. Similar rules apply to other nonqualifying assets. These limitations may affect our ability to make large investments in other non-REIT qualifying operations or assets. In addition, in order to maintain our qualification for taxation as a REIT, we must distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. Even if we maintain our qualification for taxation as a REIT, we will be subject to U.S. federal income tax at regular corporate income tax rates for our undistributed REIT taxable income, as well as U.S. federal income tax at regular corporate income tax rates for income recognized by our TRSs; we also pay taxes in the foreign jurisdictions in which our international assets and operations are held and conducted regardless of our qualification for taxation as a REIT. Because of these distribution requirements, we will likely not be able to fund future capital needs and investments from operating cash flow. As such, compliance with REIT tests may hinder our ability to make certain attractive investments, including the purchase of significant nonqualifying assets and the material expansion of non-real estate activities.

Our use of TRSs, including for certain of our international operations, may cause us to fail to remain qualified for taxation as a REIT in the U.S.

Our operations utilize TRSs to facilitate our qualification for taxation as a REIT. The net income of our TRSs is not included in our REIT taxable income unless it is distributed by an applicable TRS, and income that is not included in our REIT taxable income generally is not subject to the REIT income distribution requirement. Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our qualification for taxation as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other nonqualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs.

Further, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes (1) the fair market value of our securities in our TRSs to exceed 20% of the fair market value of our assets or (2) the fair market value of our securities in our TRSs and other nonqualifying assets to exceed 25% of the fair market value of our assets, then we will fail to remain qualified for taxation as a REIT. Further, a substantial portion of our TRSs are overseas, and a material change in foreign currency rates could also negatively impact our ability to remain qualified for taxation as a REIT.
76
Table of Contents

The Code imposes limitations on the ability of our TRSs to utilize specified income tax deductions, including limits on the use of net operating losses and limits on the deductibility of interest expense.

Even if we remain qualified for taxation as a REIT, some of our business activities are subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.

Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes, including taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in respect of dealer property income or in order to utilize one or more relief provisions under the Code to maintain our qualification for taxation as a REIT.

A portion of our business is conducted through wholly owned TRSs because certain of our business activities could generate nonqualifying REIT income as currently structured and operated. The income of our U.S. TRSs will continue to be subject to federal and state corporate income taxes. In addition, our international assets and operations will continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. Any of these taxes would decrease our earnings and our available cash.

We will also be subject to a U.S. federal corporate level income tax at the highest regular corporate income tax rate on gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset that we or our QRSs hold following the liquidation or other conversion of a former TRS). This tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset, to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset.

Our certificate of incorporation contains restrictions on the ownership and transfer of our stock, though they may not be successful in preserving our qualification for taxation as a REIT.

In order for us to remain qualified for taxation as a REIT, no more than 50% of the value of outstanding shares of our stock may be owned, beneficially or constructively, by five or fewer individuals at any time during the last half of each taxable year. In addition, rents from "affiliated tenants" will not qualify as qualifying REIT income if we own 10% or more by vote or value of the customer, whether directly or after application of attribution rules under the Code. Subject to certain exceptions, our certificate of incorporation prohibits any stockholder from owning, beneficially or constructively, more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. We refer to these restrictions collectively as the "ownership limits" and we included them in our certificate of incorporation to facilitate our compliance with REIT tax rules. The constructive ownership rules under the Code are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our stock) by an individual or entity could cause that individual or entity or another individual or entity to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock or of any of our other capital stock in violation of these restrictions may result in the shares being automatically transferred to a charitable trust or may be void. Even though our certificate of incorporation contains the ownership limits, there can be no assurance that these provisions will be effective to prevent our qualification for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to monitor and enforce the ownership limits. If the restrictions in our certificate of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules described above, then absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.

In addition, the ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for our stock or otherwise be in the best interest of our stockholders. As a result, the overall effect of the ownership and transfer restrictions may be to render more difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our stockholders.

77
Table of Contents
General Risk Factors

The effects of a pandemic (including COVID-19) could have a negative effect on our business, results of operations and financial condition.

We continuously monitored our global operations in light of the COVID-19 pandemic. We implemented procedures focusing on the health and safety of our employees, customers, partners and communities, the continuity of our business offerings and compliance with governmental regulations and local public health guidance and ordinances. While our business operations continued without interruption and our IBX data centers remained fully operational to date, we cannot guarantee our business operations or our IBX data centers will not be negatively impacted in the future because of another pandemic, including one related to COVID-19.

Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and inappropriate financial decisions.

Our financial forecasts are dependent on estimates and assumptions regarding budget and planning data, market growth, foreign exchange rates, our ability to remain qualified for taxation as a REIT, and our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, make acquisitions, pay dividends and meet our debt obligations. Our financial projections are based on historical experience and on various other assumptions that our management believes to be reasonable under the circumstances and at the time they are made.

We continue to evolve our forecasting models as necessary and appropriate but if our predictions are inaccurate and our results differ materially from our forecasts, we could make inappropriate financial decisions. Additionally, inaccuracies in our models could adversely impact our compliance with REIT asset tests, future profitability, stock price and/or stockholder confidence.

Fluctuations in foreign currency exchange rates, especially the strength of the U.S. dollar, in the markets in which we operate internationally could harm our results of operations.

We have experienced and may continue to experience gains and losses resulting from fluctuations in foreign currency exchange rates. To date, the majority of revenues and costs in our international operations are denominated in foreign currencies. Where our prices are denominated in U.S. Dollars, our sales and revenues could be adversely affected by declines in foreign currencies relative to the U.S. Dollar, thereby making our offerings more expensive in local currencies. We are also exposed to risks resulting from fluctuations in foreign currency exchange rates in connection with our international operations. To the extent we are paying contractors in foreign currencies, our operations could cost more than anticipated as a result of declines in the U.S. Dollar relative to foreign currencies. In addition, fluctuating foreign currency exchange rates have a direct impact on how our international results of operations translate into U.S. Dollars.

Although we currently undertake, and may decide in the future to further undertake, foreign exchange hedging transactions to reduce foreign currency transaction exposure, we do not currently intend to eliminate all foreign currency transaction exposure. In addition, REIT compliance rules may restrict our ability to enter into hedging transactions. Therefore, any weakness of the U.S. Dollar may have a positive impact on our consolidated results of operations because the currencies in the foreign countries in which we operate may translate into more U.S. Dollars. However, as we have experienced more recently, if the U.S. Dollar strengthens relative to the currencies of the foreign countries in which we operate, our consolidated financial position and results of operations may be negatively impacted as amounts in foreign currencies will generally translate into fewer U.S. Dollars. For additional information on foreign currency risks, refer to our discussion of foreign currency risk in "Quantitative and Qualitative Disclosures about Market Risk" included in Item 2 of this Quarterly Report on Form 10-Q.

If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.

Our most recent evaluation of our controls resulted in our conclusion that, as of December 31, 2023, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal controls over financial reporting were effective.
78
Table of Contents
Our ability to manage our operations and growth through, for example, the integration of recently acquired businesses, the entry into new joint venture structures, the adoption of new accounting principles and tax laws, and our overhaul of our back-office systems that, for example, support the customer experience from initial quote to customer billing and our revenue recognition process, will require us to further develop our controls and reporting systems and implement or amend new or existing controls and reporting systems in those areas where the implementation and integration is still ongoing. All of these changes to our financial systems and the implementation and integration of acquisitions create an increased risk of deficiencies in our internal controls over financial reporting. If, in the future, our internal control over financial reporting is found to be ineffective, or if a material weakness is identified in our controls over financial reporting, our financial results may be adversely affected. Investors may also lose confidence in the reliability of our financial statements which could adversely affect our stock price.

Terrorist activity, or other acts of violence, including violence stemming from the current climate of political and economic uncertainty, could adversely impact our business.

The continued threat of terrorist activity and other acts of war or hostility both domestically and abroad by terrorist organizations, organized crime organizations, or other criminals along with violence stemming from political unrest, contribute to a climate of political and economic uncertainty in many of the regions in which we operate. Due to existing or developing circumstances, we may need to incur additional costs in the future to provide enhanced security, including cybersecurity and physical security, which could have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers and employees, our ability to raise capital and the operation and maintenance of our IBX data centers.


We may not be able to protect our intellectual property rights.

We cannot make assurances that the steps taken by us to protect our intellectual property rights will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual property rights. We also are subject to the risk of litigation alleging infringement of third-party intellectual property rights. Any such claims could require us to spend significant sums in litigation, pay damages, develop non-infringing intellectual property or acquire licenses to the intellectual property that is the subject of the alleged infringement.

We have various mechanisms in place that may discourage takeover attempts.

Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a third party from acquiring control of us in a merger, acquisition or similar transaction that a stockholder may consider favorable. Such provisions include:

•ownership limitations and transfer restrictions relating to our stock that are intended to facilitate our compliance with certain REIT rules relating to share ownership;
•authorization for the issuance of "blank check" preferred stock;
•the prohibition of cumulative voting in the election of directors;
•limits on the persons who may call special meetings of stockholders;
•limits on stockholder action by written consent; and
•advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders in certain situations, may also discourage, delay or prevent someone from acquiring or merging with us.
79
Table of Contents
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
80
Table of Contents
Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2024, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as such terms are defined in Item 408(a) of Regulation S-K.
81
Table of Contents
Item 6. Exhibits
Incorporated by Reference
Exhibit Number Exhibit Description Form Filing Date/
Period End Date		 Exhibit Filed
Herewith
8-K
5/29/2015
 2.1
8-K
5/29/2015
 2.2
10-K
12/31/2015
 2.3
8-K
12/6/2016
 2.1
10-K
12/31/2016
 2.5
8-K
5/1/2017
 2.1
10-Q
8/8/2018
 2.7
10-K/A
12/31/2002
 3.1
8-K
6/14/2011
 3.1
8-K
6/11/2013
 3.1
10-Q
6/30/2014
 3.4
10-K/A
12/31/2002
 3.3
8-K
3/13/2023
 3.1
4.1
Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6.
8-K
12/5/2017
 4.1
8-K
11/18/2019
 4.2
82
Table of Contents
4.4 Form of 2.625% Senior Notes due 2024 (See Exhibit 4.3)
8-K
11/18/2019
 4.4
4.6 Form of 2.900% Senior Notes due 2026 (See Exhibit 4.5)
8-K
11/18/2019
 4.6
4.8 Form of 3.200% Senior Notes due 2029 (See Exhibit 4.7)
8-K
6/22/2020
8-K
6/22/2020
 4.2
4.10 Form of 1.250% Senior Note due 2025 (See Exhibit 4.9)
8-K
6/22/2020
 4.4
4.12 Form of 1.800% Senior Note due 2027 (See Exhibit 4.11)
8-K
6/22/2020
 4.6
4.14 Form of 2.150% Senior Note due 2030 (see Exhibit 4.13)
8-K
6/22/2020
 4.8
4.16 Form of 3.000% Senior Note due 2050 (See Exhibit 4.15)
8-K 10/7/2020 4.2
4.18
Form of 1.000% Senior Note due 2025 (included in Exhibit 4.17)
8-K 10/7/2020 4.4
4.20 Form of 1.550% Senior Note due 2028 (included in Exhibit 4.19)
8-K 10/7/2020 4.6
4.22 Form of 2.950% Senior Note due 2051 (included in Exhibit 4.21)
8-K 3/11/2021 4.2
83
Table of Contents
4.24 Form of 0.250% Senior Note due 2027 (included in Exhibit 4.23)
8-K 3/11/2021 4.4
4.26 Form of 1.000% Senior Note due 2033 (included in Exhibit 4.25)
8-K 5/17/2021 4.2
4.28
Form of 1.450% Senior Note due 2026 (included in Exhibit 4.27)
8-K 5/17/2021 4.4
4.30
Form of 2.000% Senior Note due 2028 (included in Exhibit 4.29)
8-K 5/17/2021 4.6
4.32
Form of 2.500% Senior Note due 2031 (included in Exhibit 4.31)
8-K 5/17/2021 4.8
4.34
Form of 3.400% Senior Note due 2052 (included in Exhibit 4.33)
8-K 4/5/2022 4.2
4.36
Form of 3.900% Senior Notes due 2032 (included in Exhibit 4.35)
10-Q 3/31/2023 4.39
10-Q 9/30/2023 4.40
10-K
12/31/2014
 4.13
10-K 12/31/2023 4.38
10-Q
9/30/2014
 10.67
84
Table of Contents
10-K 12/31/2021 10.22
10.3**
S-4 (File No. 333-93749)
12/29/1999
 10.5
10.4**
10-K
12/31/2021
 10.2
10.5**

DEF14A
4/27/2020
Appendix A
10.6**
10-K
 12/31/2022 10.4
10.7**
10-Q
 3/31/2021 10.11
10.8**
10-Q
 3/31/2021 10.12
10.9**
10-Q
 3/31/2021 10.13
10-Q
 3/31/2022 10.11
10-Q
 3/31/2022 10.12
10-Q
 3/31/2022 10.13
10-Q 3/31/2023 10.15
10-Q 3/31/2023 10.16
10-Q 3/31/2023 10.17
10-Q 3/31/2023 10.18
10-K 2/22/2019 10.37
85
Table of Contents
10-Q
 9/30/2019 10.25
10-Q
9/30/2019
 10.26
10-Q
9/30/2019
 10.28
10-Q
9/30/2019
 10.29
10-Q
9/30/2019
 10.31
10-K
12/31/2022
 10.24
10-K
12/31/2022
 10.25
10-Q
9/30/2019
 10.34
10-Q
9/30/2019
 10.36
10-Q
9/30/2019
 10.37
10-Q
9/30/2019
 10.38
10-Q
9/30/2019
 10.40
10-Q 9/30/2022 10.39
8-K 3/7/2024 10.1
8-K 3/7/2024 10.2
8-K 3/7/2024 10.3
X
X
X
86
Table of Contents
X
X
X
X
X
X
X
X
X
X
X
X
10-K 12/31/2023 23.1
X
X
X
X
10-K 12/31/2023 97.1
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
87
Table of Contents
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
** Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
88
Table of Contents
EQUINIX, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EQUINIX, INC.
Date: May 8, 2024
By:
/s/    KEITH D. TAYLOR        
Chief Financial Officer
(Principal Financial Officer)
89
EX-10.34 2 eqix-33124xexhibit1034.htm EX-10.34 Document
Exhibit 10.34
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives
You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Grant:    March 7, 2024            
Award Number:                        
Minimum Restricted Stock Units: 0     
Target Restricted Stock Units:    
Max Restricted Stock Units:    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon prior to settlement, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an employee, consultant or director of the Company or a subsidiary of the Company (“Service”) throughout the vesting period. The Restricted Stock Units shall become eligible to vest upon a determination by the Board or Committee that the Company has achieved Company revenue and/or AFFO/Share goals for 2024 (the “Performance Goals”) of greater than $_____ million and/or $_____ per share, respectively, as set forth on the attached Exhibit A, and if achieved, then the Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the degree of achievement of the Performance Goals as set forth on the matrix attached as Exhibit A, and at the following times:
•with respect to 50% of those units on the later of (i) February 15, 2025 or (ii) the date upon which the Board or Committee certifies that the Company has achieved Company revenue and/or AFFO/Share goals of greater than $_____ million and/or $_____ per share, respectively, for 2024;
•with respect to 25% of those units on February 15, 2026; and
•with respect to the remaining 25% of those units on February 15, 2027.
For purposes of this Agreement, “AFFO/Share” shall mean the Company’s adjusted funds from operations (“AFFO”) for the year ending December 31, 2024 divided by the weighted average number of diluted shares of common stock outstanding on December 31, 2024 as set forth in the Company’s audited financial statements for the year ended December 31, 2024.
The Board or Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals.


Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual, infrequently occurring or nonrecurring events or changes in applicable law or business conditions. The Board or Committee may make such adjustments to the determination of attainment of one or more of the Performance Goals as the Board or Committee in its sole discretion deems appropriate.
Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s achievement of the Performance Goals based on the matrix set forth on Exhibit A hereto shall be forfeited to the Company immediately following the certification by the Board or Committee of the Company’s achievement of the Performance Goals for 2024.
In the event of a Change in Control before the end of the 2024 fiscal year, vesting of these Restricted Stock Units, and any Dividend Equivalent thereon, shall no longer be dependent on achievement of the Performance Goals described above. Instead, subject to your continued Service through the applicable vesting date, 50% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2025, 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2026, and the remaining 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2027. The remaining Restricted Stock Units, and any Dividend Equivalents thereon, shall be forfeited to the Company (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.

Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: CEO & President    
Date:___________________________


Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”
Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.


Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct.
Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent1.
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code1
1 This definition of “Good Reason” is for the CEO, CFO, CLO & CHRO. All other executives have the following definition of “Good Reason”: “Good Reason means: (i) a material diminution in your authority, duties or responsibilities (provided, however, if by virtue of the Company being acquired and made a division or business unit of a larger entity following a Change in Control, you retain substantially similar authority, duties or responsibilities for such division or business unit of the acquiring corporation but not for the entire acquiring corporation, such reduction in authority, duties or responsibilities shall not constitute Good Reason for purposes of this subclause (i)); (ii) a 10% or greater reduction in your level of compensation, which will be determined based on an average of your annual Total Direct Compensation for the prior three calendar years or, if employed for fewer than three calendar years, the number of years you have been employed by the Company (referred to below as the “look-back years”); or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent. For purposes of the foregoing, Total Direct Compensation means total target cash compensation (annual base salary plus target annual cash incentives).”


Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.
Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.


Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.
Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.


Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.

By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.

EX-10.35 3 eqix-33124xexhibit1035.htm EX-10.35 Document
Exhibit 10.35
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Grant:    March 7, 2024            
Award Number:                
Minimum Restricted Stock Units (0%):
Target Restricted Stock Units (100%):    
Max Restricted Stock Units (200%):    
Performance Period: January 1, 2024 through December 31, 2026

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon prior to settlement, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an employee, consultant or director of the Company or a subsidiary of the Company (“Service”) throughout the vesting period.
The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the total shareholder return (“TSR”) of the Company’s Common Stock (“EQIX”) against the S&P 500 Total Return (SP500TR) (the “Index”), calculated using the 30-day trading averages for both EQIX and the Index prior to the start (January 1, 2024) and end (December 31, 2026) of the Performance Period, and including the reinvestment of regular dividends paid by the Company and by the Index (provided both the Company and the Index are paying regular dividends). EQIX performance above and below that of the Index results in the scaling set forth on Exhibit A hereto. The number of Restricted Stock Units, and any Dividend Equivalents thereon, vesting under the award may range from 0% to 200% of the Target Restricted Stock Units as further illustrated on the attached Exhibit A; however, if the Company’s TSR is negative during the Performance Period, vesting under the award shall be limited to 100% of the Target Restricted Stock Units.
Vesting shall occur on the first Trading Day that coincides with or follows the date upon which the Board, or a committee thereof, certifies the TSR over the Performance Period. Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s TSR achievement shall be forfeited to the Company.
In the event of a Change in Control before the end of the 2026 fiscal year, the Performance Period shall be deemed terminated as of the effective date of the Change in Control (the “Shortened Performance Period”), such that TSR shall be calculated against the Index using the 30-day trading averages for both EQIX and the Index at the start and end of the Shortened Performance Period, including reinvested dividends (provided both the Company and the Index are paying regular dividends), to determine the number of the Restricted Stock Units, and any Dividend Equivalents thereon, that are deemed earned in an amount ranging from 0% to 200% as further illustrated on the attached Exhibit A, but that will remain unvested until December 31, 2026, except as otherwise provided in the Plan and the Agreement. The remaining unearned Restricted Stock Units, and Dividend Equivalents thereon, shall be forfeited to the Company upon such Change in Control (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).


By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.

Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: CEO & President    
Date:___________________________






Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, will remain outstanding and eligible to vest subject to the Company’s TSR achievement, as follows: (i) if the termination of Service due to death occurs during the first fiscal year of the Performance Period, then 1/3 of the Restricted Stock Units will remain outstanding and eligible to vest, (ii) if the termination of Service due to death occurs during the second fiscal year of the Performance Period, then 2/3 of the Restricted Stock Units will remain outstanding and eligible to vest, and (iii) if the termination of Service due to death occurs during or after the third fiscal year of the Performance Period, then all of the Restricted Stock Units will remain outstanding and eligible to vest. Any such Restricted Stock Units that remain outstanding and eligible to vest will remain outstanding until after the end of the Performance Period (or, if applicable, the Shortened Performance Period), and will vest based on the Company’s TSR achievement as determined by the Board (or a committee thereof), and any such Restricted Stock Units that so vest (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, at such time as set forth under “Settlement of Units” below. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, unless otherwise determined by the Administrator, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”


Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests.
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.


Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct.
Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent1.
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code1
1 This definition of “Good Reason” is for the CEO, CFO, CLO & CHRO. All other executives have the following definition of “Good Reason”: “Good Reason means: (i) a material diminution in your authority, duties or responsibilities (provided, however, if by virtue of the Company being acquired and made a division or business unit of a larger entity following a Change in Control, you retain substantially similar authority, duties or responsibilities for such division or business unit of the acquiring corporation but not for the entire acquiring corporation, such reduction in authority, duties or responsibilities shall not constitute Good Reason for purposes of this subclause (i)); (ii) a 10% or greater reduction in your level of compensation, which will be determined based on an average of your annual Total Direct Compensation for the prior three calendar years or, if employed for fewer than three calendar years, the number of years you have been employed by the Company (referred to below as the “look-back years”); or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent. For purposes of the foregoing, Total Direct Compensation means total target cash compensation (annual base salary plus target annual cash incentives).”


Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.
Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.


Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.
Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.


Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.



Exhibit A


Ramped Accelerator/Decelerator (0% Min Payout)
                 
Index S&P 500 - SP500TR   Performance Payout Scale
Perf. Period 3 years   >50% 200% 2:1
TSR Calc. EQIX vs. S&P 500   +50% 200% 2:1
            +40% 180% 2:1
Min TSR for payout NA   +30% 160% 2:1
Minimum Payout 0%   +25% 150% 2:1
Maximum Payout 200%         +20% 140% 2:1
            +10% 120% 2:1
Performance Scale Above Index 2:1     +1% 102% 2:1
  Index 1:1     = 100% 1:1
  Below Index 2:1     -1% 98% 2:1
        -10% 80% 2:1
        -20% 60% 2:1
            -30% 40% 2:1
            -35% 30% 2:1
            -40% 20% 2:1
            >-40% 0% 2:1

TSR calculation to include reinvested regular dividends paid by both the Company and the Index; provided both the Company and the Index are paying regular dividends. If the Company’s TSR is negative during the Performance Period, any such payout shall be limited to 100% of the Target Restricted Stock Units.



EX-10.36 4 eqix-33124xexhibit1036.htm EX-10.36 Document
        Exhibit 10.36
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    March 7, 2024            
Award Number:    
Number of Restricted Stock Units:            
    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Award Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest at the following times:
•with respect to 33 1/3% of those units on January 15, 2025;
•with respect to 33 1/3% of those units on January 15, 2026; and
•with respect to 33 1/3% of those units on January 15, 2027.
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.
Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: CEO & President    
Date:___________________________

        
Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”
Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.


Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct.
Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent1.
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code1
1 This definition of “Good Reason” is for the CEO, CFO, CLO & CHRO. All other executives have the following definition of “Good Reason”: “Good Reason means: (i) a material diminution in your authority, duties or responsibilities (provided, however, if by virtue of the Company being acquired and made a division or business unit of a larger entity following a Change in Control, you retain substantially similar authority, duties or responsibilities for such division or business unit of the acquiring corporation but not for the entire acquiring corporation, such reduction in authority, duties or responsibilities shall not constitute Good Reason for purposes of this subclause (i)); (ii) a 10% or greater reduction in your level of compensation, which will be determined based on an average of your annual Total Direct Compensation for the prior three calendar years or, if employed for fewer than three calendar years, the number of years you have been employed by the Company (referred to below as the “look-back years”); or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent. For purposes of the foregoing, Total Direct Compensation means total target cash compensation (annual base salary plus target annual cash incentives).”


Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.
Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.


Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.
Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.


Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.


EX-10.37 5 eqix-33124xexhibit1037.htm EX-10.37 Document
Exhibit 10.37
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name: Charles Meyers                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Grant:    March 7, 2024            
Award Number:                        
Minimum Restricted Stock Units: 0     
Target Restricted Stock Units:    
Max Restricted Stock Units:    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon prior to settlement, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an employee, consultant or director of the Company or a subsidiary of the Company (“Service”) throughout the vesting period. The Restricted Stock Units shall become eligible to vest upon a determination by the Board or Committee that the Company has achieved Company revenue and/or AFFO/Share goals for 2024 (the “Performance Goals”) of greater than $_____ million and/or $_____ per share, respectively, as set forth on the attached Exhibit A, and if achieved, then the Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the degree of achievement of the Performance Goals as set forth on the matrix attached as Exhibit A, and at the following times:
•with respect to 50% of those units on the later of (i) February 15, 2025 or (ii) the date upon which the Board or Committee certifies that the Company has achieved Company revenue and/or AFFO/Share goals of greater than $_____ million and/or $_____ per share, respectively, for 2024;
•with respect to 25% of those units on February 15, 2026; and
•with respect to the remaining 25% of those units on February 15, 2027.
For purposes of this Agreement, “AFFO/Share” shall mean the Company’s adjusted funds from operations (“AFFO”) for the year ending December 31, 2024 divided by the weighted average number of diluted shares of common stock outstanding on December 31, 2024 as set forth in the Company’s audited financial statements for the year ended December 31, 2024.
The Board or Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable


Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual, infrequently occurring or nonrecurring events or changes in applicable law or business conditions. The Board or Committee may make such adjustments to the determination of attainment of one or more of the Performance Goals as the Board or Committee in its sole discretion deems appropriate.
Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s achievement of the Performance Goals based on the matrix set forth on Exhibit A hereto shall be forfeited to the Company immediately following the certification by the Board or Committee of the Company’s achievement of the Performance Goals for 2024.
In the event of a Change in Control before the end of the 2024 fiscal year, vesting of these Restricted Stock Units, and any Dividend Equivalent thereon, shall no longer be dependent on achievement of the Performance Goals described above. Instead, subject to your continued Service through the applicable vesting date, 50% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2025, 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2026, and the remaining 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2027. The remaining Restricted Stock Units, and any Dividend Equivalents thereon, shall be forfeited to the Company (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).
Notwithstanding the foregoing, to the extent that to the extent you are no longer serving in the role of Chief Executive Officer of the Company at any time during the vesting period, but you are continuing in Service in another role, the number of Restricted Stock Units and any Dividend Equivalents thereon subject to this Agreement, will be prorated by multiplying the number of Restricted Stock Units and any Dividend Equivalents thereon that would have vested on the next-occurring vesting date by a fraction, (i) the numerator of which is the number of days elapsed as of the date of the transition of your role since the last-occurring vesting date (or if there has not yet been a vesting date, since the grant date) and (ii) the denominator of which is the total number of days in the then-current vesting period (i.e., the total number of days from the last-occurring vesting date (or if there has not yet been a vesting date, the grant date) through the next-occurring vesting date); provided, however, that any such Restricted Stock Units and Dividend Equivalents thereon that are subject to performance conditions shall remain subject to and based upon the Company’s actual achievement of the applicable performance conditions determined after the end of the applicable performance period; provided further that the vesting of any such Restricted Stock Units and Dividend Equivalents thereon shall continue to remain subject to your continued Service through the next vesting date.

By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.


You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.

Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: Executive Chairman    
Date:___________________________






Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”


Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.


“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct.
Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code1
1


Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.
Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.


Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.
Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.


Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.

EX-10.38 6 eqix-33124xexhibit1038.htm EX-10.38 Document
Exhibit 10.38
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name: Charles Meyers                     
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Grant:    March 7, 2024            
Award Number:                
Minimum Restricted Stock Units (0%):
Target Restricted Stock Units (100%):    
Max Restricted Stock Units (200%):    

Performance Period: January 1, 2024 through December 31, 2026

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon prior to settlement, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an employee, consultant or director of the Company or a subsidiary of the Company (“Service”) throughout the vesting period.
The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the total shareholder return (“TSR”) of the Company’s Common Stock (“EQIX”) against the S&P 500 Total Return (SP500TR) (the “Index”), calculated using the 30-day trading averages for both EQIX and the Index prior to the start (January 1, 2024) and end (December 31, 2026) of the Performance Period, and including the reinvestment of regular dividends paid by the Company and by the Index (provided both the Company and the Index are paying regular dividends). EQIX performance above and below that of the Index results in the scaling set forth on Exhibit A hereto. The number of Restricted Stock Units, and any Dividend Equivalents thereon, vesting under the award may range from 0% to 200% of the Target Restricted Stock Units as further illustrated on the attached Exhibit A; however, if the Company’s TSR is negative during the Performance Period, vesting under the award shall be limited to 100% of the Target Restricted Stock Units.
Vesting shall occur on the first Trading Day that coincides with or follows the date upon which the Board, or a committee thereof, certifies the TSR over the Performance Period. Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s TSR achievement shall be forfeited to the Company.
In the event of a Change in Control before the end of the 2026 fiscal year, the Performance Period shall be deemed terminated as of the effective date of the Change in Control (the “Shortened Performance Period”), such that TSR shall be calculated against the Index using the 30-day trading averages for both EQIX and the Index at the start and end of the Shortened Performance Period, including reinvested dividends (provided both the Company and the Index are paying regular dividends), to determine the number of the Restricted Stock Units, and any Dividend Equivalents thereon, that are deemed earned in an amount ranging from 0% to 200% as further illustrated on the attached Exhibit A, but that will remain unvested until December 31, 2026, except as otherwise provided in the Plan and the Agreement.


The remaining unearned Restricted Stock Units, and Dividend Equivalents thereon, shall be forfeited to the Company upon such Change in Control (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).
Notwithstanding the foregoing, to the extent that you are no longer serving in the role of Chief Executive Officer of the Company at any time during the vesting period, but you are continuing in Service in another role, the number of Restricted Stock Units and any Dividend Equivalents thereon subject to this Agreement, will be prorated by multiplying such Restricted Stock Units and any Dividend Equivalents thereon by a fraction, (i) the numerator of which is the number of days that have elapsed as of the date of the transition of your role since the grant date and (ii) the denominator of which is the total number of days from the grant date to the final vesting date set forth in this Agreement; provided, however, that such Restricted Stock Units and Dividend Equivalents thereon shall remain subject to and based upon the Company's actual achievement of the applicable performance conditions determined as of the end of the applicable performance period, provided further that the vesting of any such Restricted Stock Units and Dividend Equivalents thereon shall continue to remain subject to your continued Service through the applicable vesting date.

By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you further agree to cover all Tax-Related Items as defined in the Agreement.

Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: Executive Chairman    
Date:___________________________






Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, will remain outstanding and eligible to vest subject to the Company’s TSR achievement, as follows: (i) if the termination of Service due to death occurs during the first fiscal year of the Performance Period, then 1/3 of the Restricted Stock Units will remain outstanding and eligible to vest, (ii) if the termination of Service due to death occurs during the second fiscal year of the Performance Period, then 2/3 of the Restricted Stock Units will remain outstanding and eligible to vest, and (iii) if the termination of Service due to death occurs during or after the third fiscal year of the Performance Period, then all of the Restricted Stock Units will remain outstanding and eligible to vest. Any such Restricted Stock Units that remain outstanding and eligible to vest will remain outstanding until after the end of the Performance Period (or, if applicable, the Shortened Performance Period), and will vest based on the Company’s TSR achievement as determined by the Board (or a committee thereof), and any such Restricted Stock Units that so vest (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, at such time as set forth under “Settlement of Units” below. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, unless otherwise determined by the Administrator, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”


Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.


“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct.
Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code1
Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.
1


Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.


Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.



Exhibit A


Ramped Accelerator/Decelerator (0% Min Payout)
                 
Index S&P 500 - SP500TR   Performance Payout Scale
Perf. Period 3 years   >50% 200% 2:1
TSR Calc. EQIX vs. S&P 500   +50% 200% 2:1
            +40% 180% 2:1
Min TSR for payout NA   +30% 160% 2:1
Minimum Payout 0%   +25% 150% 2:1
Maximum Payout 200%         +20% 140% 2:1
            +10% 120% 2:1
Performance Scale Above Index 2:1     +1% 102% 2:1
  Index 1:1     = 100% 1:1
  Below Index 2:1     -1% 98% 2:1
        -10% 80% 2:1
        -20% 60% 2:1
            -30% 40% 2:1
            -35% 30% 2:1
            -40% 20% 2:1
            >-40% 0% 2:1

TSR calculation to include reinvested regular dividends paid by both the Company and the Index; provided both the Company and the Index are paying regular dividends. If the Company’s TSR is negative during the Performance Period, any such payout shall be limited to 100% of the Target Restricted Stock Units.



EX-10.39 7 eqix-33124xexhibit1039.htm EX-10.39 Document
        Exhibit 10.39
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives



You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name: Charles Meyers                    
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    March 7, 2024            
Award Number:    
Number of Restricted Stock Units:            
    
Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Award Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest at the following times:
•with respect to 33 1/3% of those units on January 15, 2025;
•with respect to 33 1/3% of those units on January 15, 2026; and
•with respect to 33 1/3% of those units on January 15, 2027.
Notwithstanding the foregoing, to the extent that to the extent you are no longer serving in the role of Chief Executive Officer of the Company at any time during the vesting period, but you are continuing in Service in another role, the number of Restricted Stock Units and any Dividend Equivalents thereon subject to this Agreement, will be prorated by multiplying the number of Restricted Stock Units and any Dividend Equivalents thereon that would have vested on the next-occurring vesting date by a fraction, (i) the numerator of which is the number of days elapsed as of the date of the transition of your role since the last-occurring vesting date (or if there has not yet been a vesting date, since the grant date) and (ii) the denominator of which is the total number of days in the then-current vesting period (i.e., the total number of days from the last-occurring vesting date (or if there has not yet been a vesting date, the grant date) through the next-occurring vesting date); provided, however, that the vesting of any such Restricted Stock Units and Dividend Equivalents thereon shall continue to remain subject to your continued Service through the next vesting date.



By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.

You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.
Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: Executive Chairman    
Date:___________________________

        
Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”
Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.


Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct.
Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code1
Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.
1


Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.
Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.


Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.


EX-10.40 8 eqix-33124xexhibit1040.htm EX-10.40 Document
Exhibit 10.40
EQUINIX, INC.
2024 GLOBAL ANNUAL INCENTIVE PLAN

(Adopted by the Talent, Culture & Compensation Committee of the Board of Directors
of the Company on February 22, 2024)

PLAN OBJECTIVES

Equinix, Inc., a Delaware corporation (the “Company”), offers the 2024 Global Annual Incentive Plan (the “2024 Annual Incentive Plan”), to certain eligible employees of the Company and its subsidiaries to provide them with the opportunity to participate in Company performance. It is designed to motivate employees to achieve certain Company objectives while providing competitive total rewards for key positions and retaining top talent.

CERTAIN DEFINITIONS

For purposes of the 2024 Annual Incentive Plan, the following terms shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

AFFO – “AFFO” means adjusted funds from operations.

AFFO/Share – “AFFO/Share” means the Company’s AFFO for the current plan year ending December 31, 2024, divided by the weighted average number of diluted shares of common stock outstanding on December 31, 2024, as set forth in the Company’s audited financial statements for the year ended December 31, 2024.

Applicable Accounting Standards – “Applicable Accounting Standards” means Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

Base Salary – “Base Salary” shall mean, for a Participant other than Executive Staff, the Participant’s total base salary during the Performance Period, and for a Participant who is Executive Staff, the base salary rate that is approved by the Committee for the Participant with respect to the Performance Period.

Board – “Board” shall mean the Board of Directors of the Company.

Bonus Award – “Bonus Award” means a bonus award granted pursuant to the 2024 Annual Incentive Plan entitling the Participant to an award upon attainment of the Performance Goals and the satisfaction of the other terms and conditions set forth herein and in accordance with the provisions of the 2024 Annual Incentive Plan.

Bonus Award Payment – “Bonus Award Payment” means the amount payable to a Participant with respect to the Participant’s Bonus Award, as determined by the Committee in accordance with the section of the 2024 Annual Incentive Plan with the heading “Payment of Awards.”

Bonus Target – “Bonus Target” means a percentage of a Participant’s Base Salary established by the Committee.

Bonus Target Amount – “Bonus Target Amount” means an amount equal to the product of (a) the Participant’s Base Salary, multiplied by (b) the Participant’s Bonus Target.

Code – “Code” means the U.S. Internal Revenue Code of 1986, as amended.

Committee – “Committee” means the Talent, Culture & Compensation Committee with respect to the administration of the 2024 Annual Incentive Plan with respect to Participants who are Executive Staff and means a committee consisting of the Chief Executive Officer of the Company with respect to Participants who are not Executive Staff.



Compensation Committee – “Compensation Committee” means the Talent, Culture and Compensation Committee of the Board.

Eligible Employee – “Eligible Employee” has the meaning ascribed to such term under the headings “Eligibility/Participation; Eligible Employees.”

Executive Staff – “Executive Staff” means an Eligible Employee who has been designated by the Board as a member of the Executive Staff.

Individual Modifier – “Individual Modifier” has the meaning ascribed to such term under the headings “Bonus Awards; Individual Performance Modifier.”

Maximum Goal Factor – “Maximum Goal Factor” means a percentage established by the Committee with respect to a Bonus Award and Performance Period and representing the maximum percentage that may be determined to have been attained as a Performance Goal Attainment Factor (including after application of the Strategic Modifier, if applicable).

Non-Executive Staff – “Non-Executive Staff” means an Eligible Employee who has not been designated by the Board as a member of the Executive Staff.

Participant – “Participant” means an Eligible Employee selected by the Committee to be granted a Bonus Award hereunder.

Participation Period Factor – “Participation Period Factor” means a fraction, the numerator of which is the number of days the Participant was actively employed with the Company (or Company subsidiary) during the Performance Period or employed in a specified position, as applicable, and the denominator of which is the number of days contained in the Performance Period. The Committee, in its sole discretion, may adjust the Participation Period Factor.

Performance Criteria – “Performance Criteria” means any criteria that the Committee determines in its sole discretion, including, without limitation, individual performance or, with respect to the Company, a subsidiary of the Company, or any business unit, division, operating unit, segment or other portion of the Company or one or more subsidiaries, any one or more or any combination of the following: AFFO, AFFO/Share, Environmental, Social, and Governance (“ESG”) metrics, net earnings or net income (before or after taxes), operating income, earnings per share, net sales or revenue growth, adjusted net income, net operating profit or income, return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue), cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment), earnings before or after taxes, interest, depreciation, and/or amortization, gross or operating margins, productivity ratios, share price (including, but not limited to, growth measures and total stockholder return), cost control, margins, operating efficiency, market share, customer satisfaction or employee satisfaction, working capital, management development, succession planning, taxes, depreciation and amortization or economic value added.

Performance Goal – “Performance Goal” has the meaning ascribed to such term under the headings “Bonus Awards; Performance Goals.”

Performance Goal Attainment Factor – “Performance Goal Attainment Factor” means a percentage ranging from 0% to the Maximum Goal Factor representing the rate at which the Performance Goals have been attained, including after application of the Strategic Modifier (if applicable), as determined by the Committee.

Performance Period – “Performance Period” means the fiscal year of the Company over which attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and payment of, a Bonus Award. For purposes of the 2024 Annual Incentive Plan, the Performance Period will begin on January 1, 2024, and end on December 31, 2024.


The Committee, in its sole discretion, may adjust the duration of the Performance Period at any time before the term of the originally established Performance Period has expired.

Strategic Modifier – “Strategic Modifier” has the meaning ascribed to such term under the headings “Bonus Awards; Strategic Modifier.”

Tax-Related Items – “Tax-Related Items” means all income tax (including U.S. and non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax- related items related to a Participant’s participation in the 2024 Annual Incentive Plan and legally applicable or deemed legally applicable to the Participant.

VP Staff – “VP Staff” means Eligible Employees at level Vice President or above at the end of the third quarter of the current fiscal year, as determined by the Company.

ELIGIBILITY/PARTICIPATION

Eligible Employees. The Committee, in its sole discretion, may grant a Bonus Award relating to a given Performance Period to one or more individuals meeting the requirements set forth in this section, as the Committee selects (“Eligible Employees”). All full-time and part-time employees of the Company or one of its subsidiaries are eligible to be selected to receive a grant of a Bonus Award under the 2024 Annual Incentive Plan, with the exception of employees participating in another Company incentive plan or Management by Objectives Plan or who have guaranteed income under a collective bargaining agreement and/or are otherwise part of a unionized bargaining unit. For avoidance of doubt, employees can participate in only one incentive plan at one time. Employees who are new hires are eligible to be selected to participate in the 2024 Annual Incentive Plan as of their hire date, except that an employee with a start date on or after October 1st (or such other date established by the Committee at the commencement of the Performance Period) following the commencement of the Performance Period will not be eligible to participate in the 2024 Annual Incentive Plan with respect to the ongoing Performance Period. If Participant begins employment with the Company following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro-rated by multiplying the Bonus Award Payment by the Participation Period Factor. Eligibility to receive a Bonus Award under the 2024 Annual Incentive Plan does not guarantee that the Eligible Employee will actually receive a Bonus Award. Participation in the 2024 Annual Incentive Plan does not imply or guarantee participation in any future annual incentive plans.

Bonus Award Payment Eligibility Requirements. To be eligible to receive the payment of a Bonus Award, a Participant must be employed by the Company or a subsidiary on the date when the Bonus Award is paid pursuant to the section below with the heading “Payment of Awards” (subject only to the subsection below with the heading “Employment Terminations”).

A Participant may be eligible to receive a pro-rated Bonus Award (based on the Participation Period Factor) in the event of the Participant’s death, disability, or approved leave of absence. In the case of a deceased Participant, any such Bonus Award will be paid to the Participant’s estate.

Notwithstanding anything to the contrary herein, Bonus Awards are entirely discretionary and are not earned by a Participant until the time of payment.

BONUS AWARDS

Award Terms. At the time a Bonus Award is granted pursuant to this section, the Committee shall specify in writing: (a) the Participant’s Bonus Target, (b) the Maximum Goal Factor that may be attained upon the achievement of the Performance Goals established hereunder, including after applicable of the Strategic Modifier, if applicable; (c) the Performance Goal(s) and any applicable adjustments, (d) the goals relating to the Strategic Modifier for VP Staff, and (e) a performance incentive pool amount, if any. A Participant’s Bonus Target may be modified by the Company from time to time and at its sole discretion (without any liability), for example, due to changes in the Company’s financials or salary changes, until the end of the Performance Period.



Performance Goals. For the 2024 Annual Incentive Plan, the Performance Goals, which will be based on the following two criteria, will be established prior to the end of the first quarter of the Performance Period by the Compensation Committee based on the operating plan approved by the Board for the Performance Period:

•Revenue
•AFFO/Share

Each Performance Goal will be weighted equally for purposes of determining the amount that may be payable under the Bonus Award. Further, in the case of the VP Staff, the Performance Goal Attainment Factor determined based on achievement of the Performance Goals will be subject to a Strategic Modifier which may increase or decrease the Performance Goal Attainment Factor by up to 10% of such Performance Goal Attainment Factor. The goals relating to such Strategic Modifier will be established prior to the end of the first quarter of the Performance Period by the Compensation Committee.

Determining Performance. For the 2024 Annual Incentive Plan, the aggregate amount that may become payable under a Bonus Award with respect to each Performance Goal, and the resulting Performance Goal Attainment Factor based on the weighting and achievement of the Performance Goals, will be determined based on the tables below. Values between levels identified will be interpolated based on a line between the two nearest identified points. For instance, if the attainment of the Revenue Performance Goal is 99% of the target level performance and the attainment of the AFFO/Share Performance Goal is 98% of the target level performance, then (i) 80% of the amount that becomes payable with respect to the Revenue Performance Goal based on attainment at the target level will become payable, (ii) 60% of the amount that becomes payable with respect to the AFFO/Share Performance Goal based on attainment at the target level will become payable, and (iii) the resulting Performance Goal Attainment Factor will be 70%, such that 70% of a Participant’s Bonus Target Amount becomes payable, subject to the Strategic Modifier (if applicable) and the Individual Modifier (if applicable).

Metric Weighting Determination Threshold Target/Max
Revenue 50% Performance 95% 100%
Payout 0% 100%
Metric Weighting Determination Threshold Target Max
AFFO/Share 50% Performance 95% 100% 103%
Payout 0% 100% 140%

Minimum Goals. No Bonus Award will become earned or payable if either of the Performance Goals is attained at below the “Threshold” level of performance).

Strategic Modifier. If the Performance Goals are attained at the minimum threshold level, then for purposes of determining the amount of any Bonus Awards that may be payable to the VP Staff, the Performance Goal Attainment Factor determined based on the tables above will be adjusted upward or downward by up to 10% of such Performance Goal Attainment Factor, based on the level of achievement of goals relating to 50% (i) ESG metrics and 50% (ii) Digital Services metrics, as determined and approved by the Committee (the “Strategic Modifier”) in connection with the adoption of the 2024 Annual Incentive Plan.

Individual Modifier for Non-Executive Staff. For the Non-Executive Staff, the AIP links directly to the GPS Performance system, such that Bonus Awards are linked to a Non-Executive Staff Participant’s impact and value and are intended to reward achievement of key results at both the Company and individual level.


A Non-Executive Staff Participant’s performance will also be measured by a talent assessment and calibration process and the Bonus Award payable on achievement of the Performance Goals, as adjusted by the Strategic Modifier (if applicable), may be adjusted upwards or downwards to reflect individual performance (the “Individual Modifier”); provided, however, that the Non-Executive Staff Participant’s Bonus Award Payment is capped at 150% of the maximum amount payable based on achievement of the Performance Goals and the Strategic Modifier goals (if applicable) at the level corresponding to the Maximum Goal Factor.

The degree to which a Participant achieves his/her Bonus Target Amount (e.g., less than, equal to, or greater than the Bonus Target Amount) represents the degree to which both the Participant and the Company achieve the Performance Goals and the goals relating to the Strategic Modifier (if applicable), as well as, in the case of Non-Executive Staff, the Participant’s individual performance, subject in all cases to the discretion of the Committee as set forth below under the headings “Payment of Awards; Performance Goal Attainment Factor Modifications.”

Adjustments to Performance Goal Attainment. The Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual, infrequently occurring or nonrecurring events or changes in applicable law or business conditions. The Committee may make such adjustments to the determination of attainment of one or more of the Performance Goal as the Committee in its sole discretion deems appropriate.

Adjustments for Changes in Employment Position. The amount of a Bonus Award will be pro-rated based on the number of days a Participant serves in a given position during the Performance Period. For example, if a Participant is promoted from Senior Manager to Director, the amount of his/her Bonus Award will be calculated based upon the number of days the Participant served in each position. As another example, if a Participant is promoted from a non-commissioned position to a commissioned sales position, the amount of his/her Bonus Award will be pro-rated based on the number of days worked in a non-commissioned position. If, in connection with a Participant’s change in employment positions, the Bonus Target allocated to the new position is different than the Bonus Target allocated to the former position, then the amount of the Bonus Award Payment, if any, that becomes payable will be equal to the sum of (a) the Bonus Award Payment calculated based on the Bonus Target applicable prior to the change in the employment position, multiplied by the Participation Period Factor, plus (b) the Bonus Award Payment calculated based on the Bonus Target applicable following the change in the employment position, multiplied by the Participation Period Factor.

PAYMENT OF AWARDS

Performance Goal Attainment Factor Determination. Following the completion of the Performance Period, the Committee, in its sole discretion, shall determine whether the applicable Performance Goals were achieved for the Performance Period to which the Bonus Award relates, and for VP Staff, the level of achievement of the goals relating to the Strategic Modifier, and the resulting Performance Goal Attainment Factor with respect to such Bonus Award.



Performance Goal Attainment Factor Modifications. In determining the amount payable to a Participant with respect to the Participant’s Bonus Award, the Committee shall retain the right, in its sole discretion, to modify the Performance Goal Attainment Factor (resulting in a reduction, an increase or elimination (including to zero) of, the amount otherwise payable under the Bonus Award) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period.

Timing of Payment. Unless otherwise determined by the Committee, the Bonus Award, if any, shall be paid as soon as practicable after the Committee determines that the Performance Goals and any other applicable goals specified for such Bonus Award were in fact satisfied. To the extent applicable, it is intended that payment will be made no later than required to ensure that no amount paid or to be paid hereunder shall be subject to the provisions of Section 409A(a)(1)(B) of the Code and all payments are intended to be eligible for the short-term deferral exception to Section 409A of the Code.

Form of Payment; Tax Withholding. Each Bonus Award, if any, shall be paid in cash in a single lump sum. The Company or a subsidiary, as applicable, shall satisfy any withholding obligations for required Tax-Related Items by withholding applicable amounts from the Bonus Award Payment. The Bonus Award Payment will be determined by the Company in U.S. dollars but may be paid to Participants outside the United States in local currency, following conversion of the amount payable using an exchange rate selected by the Company, in its discretion and as may be required by applicable laws.

Employment Terminations. Subject to applicable laws, if a Participant’s employment with the Company (or any of its subsidiaries, as applicable) is terminated for any reason other than death or disability prior to payment of any Bonus Award Payment, he/she will not be eligible to receive payment of the Bonus Award Payment (in whole or in part), and all of the Participant’s rights under the 2024 Annual Incentive Plan shall terminate and the Participant shall not have any right to receive any further payments with respect to any Bonus Award granted under the 2024 Annual Incentive Plan. The Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award under the Plan (based on the Participation Period Factor) should be paid if the Participant’s employment has been terminated by reason of death or disability, subject to applicable laws.

PLAN ADMINISTRATION

Committee. The 2024 Annual Incentive Plan shall be administered by the Compensation Committee of the Board with respect to Participants who are Executive Staff and shall be administered by a committee consisting of the Chief Executive Officer with respect to Participants who are not Executive Staff.

Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the 2024 Annual Incentive Plan in accordance with its provisions. The Committee shall have the power to interpret the 2024 Annual Incentive Plan, and to adopt such rules for the administration, interpretation, and application of the 2024 Annual Incentive Plan as are consistent therewith and to interpret, amend or revoke any such rules. In its absolute discretion, the Board may at any time and from time-to-time exercise any and all rights and duties of the Committee under the 2024 Annual Incentive Plan.

Determinations of the Committee or the Board. All actions taken and all interpretations and determinations made by the Committee or the Board shall be final and binding upon all Participants, the Company, and all other interested persons. No members (or former members) of the Committee or the Board shall be personally liable for any action, inaction, determination or interpretation made in good faith with respect to the 2024 Annual Incentive Plan or any Bonus Award, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.

AMENDMENT, SUSPENSION OR TERMINATION OF 2024 ANNUAL INCENTIVE PLAN



The 2024 Annual Incentive Plan is discretionary in nature, and the Committee (or the Board) may suspend, modify or terminate the 2024 Annual Incentive Plan at any time or from time to time without advance notice and without any liability to the Company, whatsoever.

MISCELLANEOUS

Recovery of Erroneously Awarded Compensation. If the Participant is now or is hereafter subject to the Company’s Policy on Recoupment of Incentive Compensation (the “Compensation Recoupment Policy”), the Equinix Compensation Recoupment Policy, any similar policy providing for the recovery of Bonus Awards or Bonus Payments from a Participant in the event of misconduct or as required by applicable laws or listing standards or in other similar circumstances (collectively, the “Recoupment Policies”), then any Bonus Award and any Bonus Award Payments are subject to recovery by the Company under the circumstances set out in the applicable Recoupment Policy, as in effect from time to time or as otherwise determined appropriate by the Compensation Committee or required by applicable laws, listing standards or other legal requirements. Subject to applicable laws, the Participant expressly consents to the recovery of the Bonus Award and any Bonus Award Payment, as set out in the Recoupment Policies or as otherwise determined appropriate by the Compensation Committee. No recovery of compensation as described in this section will be an event giving rise to any right the Participant may have to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company or any of its subsidiary or affiliates.

No Employment Guarantee. Nothing in the 2024 Annual Incentive Plan shall interfere with or limit in any way the right of the Company or any of its subsidiaries, as applicable, to terminate any Participant’s employment or service at any time. Except to the extent provided by applicable law or pursuant to a written agreement between the Participant and the Company or its subsidiary or affiliate, employment with the Company or its subsidiary or affiliates is on an at-will basis only. Nothing in this 2024 Annual Incentive Plan shall constitute or shall be construed as an employment agreement between a Participant and the Company.

General Creditor Status. Each Bonus Award that may become payable under the 2024 Annual Incentive Plan shall be paid solely from the general assets of the Company. No amounts awarded or accrued under the 2024 Annual Incentive Plan shall be funded, set aside, subject to interest payment or otherwise segregated prior to payment of a Bonus Award. The obligation to pay Bonus Awards under the 2024 Annual Incentive Plan shall at all times be an unfunded and unsecured obligation of the Company. Participants shall have the status of general creditors of the Company. Any Bonus Award payable under the 2024 Annual Incentive Plan is voluntary, discretionary, and occasional and does not create any contractual or other right to receive grants in future years or benefits in lieu of such awards. Any Bonus Award payable under the 2024 Annual Incentive Plan does not constitute an acquired right nor a guaranteed payment.

Governing Law; Venue. The 2024 Annual Incentive Plan and all Bonus Awards shall be construed in accordance with and governed by the laws of the State of California, without regard to their conflict-of-law provisions or principles that might otherwise refer construction or interpretation of the 2024 Annual Incentive Plan to the substantive law of another jurisdiction. Unless otherwise provided in a Bonus Award, recipients of a Bonus Award under the 2024 Annual Incentive Plan are deemed to submit to the exclusive jurisdiction and venue of the Federal or state courts of the State of California, to resolve any and all issues that may arise out of or relate to the 2024 Annual Incentive Plan or any related Bonus Award.

Not Pensionable Salary. Any payment for Bonus Awards made under the 2024 Annual Incentive Plan will not form part of a Participant’s pensionable salary or form any part of the Participant’s wages or compensation for any other benefit or perquisite, except as otherwise required by applicable law.

Nonalienation of Benefits. Except as expressly provided herein, no Participant or his beneficiaries shall have the power or right to transfer, anticipate, or otherwise encumber the Participant’s interest under the 2024 Annual Incentive Plan. The provisions of the 2024 Annual Incentive Plan shall inure to the benefit of each Participant and his beneficiaries, heirs, executors, administrators, or successors in interest.



Severability. If any provision of this 2024 Annual Incentive Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the 2024 Annual Incentive Plan, and the 2024 Annual Incentive Plan shall be enforced and construed as if such provision had not been included.

Language. The Participant acknowledges and represents that he or she is proficient in the English language or has consulted with an advisor who is sufficiently proficient in English, as to allow the Participant to understand the terms of this 2024 Annual Incentive Plan and any other documents related to the 2024 Annual Incentive Plan. If the Participant has received this 2024 Annual Incentive Plan or any other document related to the 2024 Annual Incentive Plan translated into a language other than English and if the meaning of the translated version is different from the English version, the English version will control, unless otherwise prescribed by applicable local law.

No Advice Regarding Bonus Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the 2024 Annual Incentive Plan. The Participant should consult with his or her own personal tax, legal and financial advisors regarding participation in the 2024 Annual Incentive Plan before taking any action related to the 2024 Annual Incentive Plan.

Section 409A. This 2024 Annual Incentive Plan may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the 2024 Annual Incentive Plan shall provide a basis for any person to take action against the Company or any subsidiary or affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid or Bonus Award made under the 2024 Annual Incentive Plan, and neither the Company nor any of its subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the 2024 Annual Incentive Plan, including taxes, penalties or interest imposed under Section 409A of the Code.

Appendix. The 2024 Annual Incentive Plan shall be subject to the additional terms and conditions set forth in the Appendix A for the Participant’s jurisdiction, if any. The Appendix A forms part of this 2024 Annual Incentive Plan. Moreover, if the Participant relocates to one of the jurisdictions included in the Appendix A, the additional terms and conditions for such jurisdiction will apply to the Participant to the extent the Company, in its discretion, determines that application of such terms and conditions is necessary or advisable for legal or administrative reasons.

Effective Date. The 2024 Annual Incentive Plan shall be effective as of January 1, 2024 (the “Plan Effective Date”). The Committee may grant Bonus Awards at any time on or after the Plan Effective Date.

This 2024 Annual Incentive Plan prevails in the case of and replaces any other 2024 Annual Incentive Plan for U.S. or Non-U.S. Employees, whether oral or written, with respect to the granting of the Bonus Award referred to herein.

APPENDIX A
2024 GLOBAL 2024 ANNUAL INCENTIVE PLAN
JURISDICTION SPECIFIC PROVISIONS

Capitalized terms used, but not defined herein, shall have the same meanings assigned to them in the 2024 Annual Incentive Plan.

This Appendix A includes additional terms and conditions applicable to Participants in the jurisdictions listed below. This Appendix A forms part of the 2024 Annual Incentive Plan and its terms and conditions either replace or are in addition to those set forth in the 2024 Annual Incentive Plan.

In addition, this Appendix A may include information related to certain exchange control or other obligations in connection with the 2024 Annual Incentive Plan. Any such information set forth below is general in nature and may not apply to the Participant's particular situation and the Company is not in a position to assure the Participant of any particular result.


Also, the laws on which such information included in this Appendix A is based are often complex and change frequently. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant's jurisdiction may apply to his or her situation.

Finally, if the Participant is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working and/or residing, transfers employment and/or residency after commencing participation in the 2024 Annual Incentive Plan, or is considered resident of another jurisdiction for local law purposes, the information contained herein may not be applicable to the Participant and the Company shall, in its discretion, determine to what extent the additional terms and conditions contained herein shall apply.

BRAZIL

The below provisions replace the Bonus Award Payment Eligibility Requirements section of the 2024 Annual Incentive Plan:

Bonus Award Payment Eligibility Requirements. For avoidance of doubt, a Participant may not be considered eligible to receive the payment of a Bonus Award under the 2024 Annual Incentive Plan if any of the following circumstances applies during 2024, subject to any minimum requirements under the employment or labor standards legislation applicable in the province where the Participant works:

•he/she is on a Performance Improvement Plan (PIP) and does not achieve a Good Standing assessment at the end of the Performance Period (December 31st), as per the Company’s objective criteria for evaluation of the PIP; or

•he/she has received notice of termination of employment, with cause (as detailed below), from the Company or a subsidiary.

In the event that the employee is under a PIP and achieves a Good Standing assessment at the end of the Performance Period (December 31st), as per Company’s objective criteria of the PIP, he/she will be eligible to receive the payment of a Bonus Award under the 2024 Annual Incentive Plan.

Termination with cause is possible if any of the following circumstances described in Article 482 of the Brazilian Labor Code are met: (a) performance of any dishonest act; (b) lack of self-restraint and improper conduct; (c) regularly doing business without permission of the employer, when the same is in competition with the enterprise of the employer and is prejudicial for the employee's activities; (d) criminal sentence of the employee, in final judgment, provided that the execution of the penalty has not been suspended; sloth by the employee in the execution of his/her duties; (e) usual drunkenness or drunkenness during working hours; (f) violation of the company's secrets; (g) act of insubordination; (h) abandonment of employment; (i) act injurious to the honor or reputation of any person, practiced during the working hours, as well as any physical violence practiced under the same conditions, except in case of legitimate defense; (j) act injurious to the honor or reputation of the employer or the employee's superiors, as well as any physical violence towards them, except in case of legitimate defense; (k) constant gambling; (l) practice of acts against the national security duly evidenced by administrative investigation; and (m) loss of a legally established qualification needed to exercise the employee's profession, such as a driver's license, due to the employee's intentional misconduct.

The below provision replaces the Employment Terminations section of the 2024 Annual Incentive Plan:

Employment Terminations. The Participant will not be eligible to receive the payment of a Bonus Award if the Participant is terminated with cause. If the Participant resigns or is terminated without cause, a pro-rata payment will be due to the extent the Performance Goals were met, considering the time worked in the plan year. In case of termination due to death or disability, the Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award under the Plan (based on the Participation Period Factor) should be paid, subject to applicable laws.



CANADA

The below provisions replace the Bonus Award Payment Eligibility Requirements section of the 2024 Annual Incentive Plan:

Bonus Award Payment Eligibility Requirements. To be eligible to receive the payment of a Bonus Award, a Participant must be actually employed by the Company or a subsidiary on the date when the Bonus Award is paid pursuant to the section below with the heading “Payment of Awards” (subject only to the subsection below with the heading “Employment Terminations”).

For purposes of the 2024 Annual Incentive Plan, a period of “actual employment” shall not include any period of payment in lieu of notice, termination pay, severance pay or similar compensation or damages in lieu thereof, whether based on a written employment agreement, statute, the common or civil law, save and except for as expressly required under the employment or labour standards legislation applicable in the province where the Participant works (the “Employment Standards Legislation”).

A Participant may be eligible to receive a pro-rated Bonus Award (based on the Participation Period Factor) in the event of the Participant’s death, disability, or approved leave of absence. In the case of a deceased Participant, any such Bonus Award will be paid to the Participant’s estate.

The below provisions replace the Employment Terminations section of the 2024 Annual Incentive Plan:

Employment Terminations. Except as expressly required by the Employment Standards Legislation:

•if a Participant is no longer actually employed by the Company (or any of its subsidiaries, as applicable), on the date of a Bonus Award Payment, for any reason other than death or disability (regardless of whether the reason for the Participant's termination is lawful or unlawful), then he/she will not earn or be entitled to receive payment of the Bonus Award Payment (in whole or in part) or any compensation in lieu of the lost Bonus Award; and

•all of the Participant’s rights under the 2024 Annual Incentive Plan shall terminate when he/she is no longer actually employed and the Participant shall not have any right to receive any further payments with respect to any Bonus Award granted under the 2024 Annual Incentive Plan, or compensation in lieu thereof.

For avoidance of doubt, if the Employment Standards Legislation requires the Company or a subsidiary, as applicable, to continue a Participant’s participation in the 2024 Annual Incentive Plan during a statutory notice period, then the Participant’s participation will end on the last day of the Participant’s minimum statutory notice period and the Participant will not earn or be entitled to any further Bonus Award, or compensation in lieu of lost Bonus Award, payable after that date.

The Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award under the Plan (based on the Participation Period Factor) should be paid if the Participant’s employment has been terminated by reason of death or disability, subject to applicable laws.

The below provision replaces the Governing Law; Venue section of the 2024 Annual Incentive Plan:

Governing Law; Venue. The 2024 Annual Incentive Plan and all Bonus Awards shall be construed in accordance with and governed by the laws of the province where the Participant works, without regard to their conflict-of-law provisions or principles that might otherwise refer construction or interpretation of the 2024 Annual Incentive Plan to the substantive law of another jurisdiction. Unless otherwise provided in a Bonus Award, recipients of a Bonus Award under the 2024 Annual Incentive Plan are deemed to submit to the exclusive jurisdiction of the courts of the province where the Participant works, to resolve any and all issues that may arise out of or relate to the 2024 Annual Incentive Plan or any related Bonus Award.



The below provision replaces the Not Pensionable Salary section of the 2024 Annual Incentive Plan:

Not Pensionable Earnings. Any payment for Bonus Awards made under the 2024 Annual Incentive Plan will not form part of a Participant’s pensionable earnings or form any part of the Participant’s wages or compensation for any other benefit or perquisite, including but not limited to any termination
pay entitlement, except as otherwise required by the Employment Standards Legislation or applicable pension-related legislation.

The following provision applies to Participants working or residing in the province of Quebec:

Language: A French translation of the 2024 Annual Incentive Plan will be made available to the Participant as soon as reasonably practicable. Unless the Participant indicates otherwise, the French translation of the 2024 Annual Incentive Plan will govern the Participant's participation in the 2024 Annual Incentive Plan.

MEXICO

The below provision supplements the Bonus Award section of the 2024 Annual Incentive Plan:

Profit Sharing. The amount, if any, that the Participant is entitled to receive for profit sharing referred to in Article 127 of the Federal Labor Law (“PTU”) corresponding to the Fiscal Year 2024 will be taken into consideration as part of the formula to determine the Bonus Award to be paid under the 2024 Annual Incentive Plan to the Participant. In particular, the Bonus Award will be offset by any amount the Participant is entitled to receive as PTU, as described below:

(i) Amount determined to be paid to the Participant in accordance with the criteria set forth in this 2024 Annual Incentive Plan,

(ii) (- less) the amount payable for PTU for the FY 2024

(iii) (= equal) Bonus Award to be paid to the Participant.

For the avoidance of doubt, in the event that the application of such formula results in a balance in favor of the Participant, the Company will pay such amount as Bonus Award pursuant to the terms set forth in this 2024 Annual Incentive Plan, in Mexican Pesos, and subject to applicable tax withholdings. In the event that the application of such formula results in a negative balance, the Participant shall not be eligible to receive any amount under the 2024 Annual Incentive Plan as Bonus Award.

The below provision replaces the Timing of Payment section of the 2024 Annual Incentive Plan:

Timing of Payment. The Bonus Award that the Participant is entitled to receive pursuant to the terms of the 2024 Annual Incentive Plan (after application of the above provisions in this Appendix A for Mexico) will be paid to the Participant on or before the end of May 2024.

NIGERIA

The below provision replaces the Employment Terminations section of the 2024 Annual Incentive Plan:

Employment Terminations. Subject to applicable laws, if a Participant’s employment with the Company (or any of its subsidiaries, as applicable) is terminated for any reason other than death or disability prior to payment of any Bonus Award Payment, he/she will not be eligible to receive payment of the Bonus Award Payment (in whole or in part) and the Participant shall not have any right to receive any further payments with respect to any Bonus Award granted under the 2024 Annual Incentive Plan. The Committee, in its discretion, may determine whether a pro-rata portion of the Participant’s Bonus Award under the Plan (based on the Participation Period Factor) should be paid if the Participant’s employment has been terminated by reason of death or disability, subject to applicable laws.



PERU

The below provisions supplement the section of Performance Goal Attainment Factor Modifications section of the 2024 Annual Incentive Plan:

Any modification to the Performance Goal Attainment Factor will be determined on an objective basis by the Company.

The below provisions supplement the section Recovery of Erroneously Awarded Compensation of the 2024 Annual Incentive Plan:

If a Participant is subject to a requirement to repay the Bonus Award, the Participant expressly authorizes the employer entity to recover the payment by deducting it from the Participant's salary or other compensation. The Participant agrees that he or she will sign any documents required to recover the payment.

The below provision replaces the Governing Law; Venue section of the 2024 Annual Incentive Plan:

Governing Law; Venue. The 2024 Annual Incentive Plan and all Bonus Awards shall be construed in accordance with and governed by the laws of Peru. Recipients of a Bonus Award under the 2024 Annual Incentive Plan are deemed to submit to the exclusive jurisdiction of the courts of the Judicial District of Lima Peru, to resolve any and all issues that may arise out of or relate to the 2024 Annual Incentive Plan or any related Bonus Award.

The below provision replaces the Not Pensionable Salary section of the 2024 Annual Incentive Plan:

Pensionable Earnings. Any payment in cash for Bonus Awards made under the 2024 Annual Incentive Plan will form part of a Participant’s pensionable earnings.

The below provision supplements the Bonus Award section of the 2024 Annual Incentive Plan:

In the event that the Participant is entitled by law to receive a profit sharing payment, the amount of the Bonus Award shall be reduced by the amount of the profit sharing payment paid or payable to the Participant in the applicable fiscal year.

If the amount to be paid as profit sharing were higher than the Bonus Award, the Company will only pay the former.

UNITED STATES

The below provision replaces the Bonus Award definition of the 2024 Annual Incentive Plan:

Bonus Award – “Bonus Award” means a bonus award granted pursuant to the 2024 Annual Incentive Plan entitling the Participant to cash, shares of Common Stock, or RSUs under the Equity Incentive Plan upon attainment of the Performance Goal(s) and the satisfaction of the other terms and conditions set forth herein and in accordance with the provisions of the 2024 Annual Incentive Plan.

The below provisions supplement the CERTAIN DEFINITIONS section of the 2024 Annual Incentive Plan:

Common Stock – “Common Stock” means the common stock, par value $0.001 per share, of the Company.

Equity Incentive Plan – “Equity Incentive Plan” means the Equinix, Inc. 2020 Equity Incentive Plan, as amended, or any successor plan thereto.



RSUs – “RSUs” mean restricted stock units under the Equity Incentive Plan, which shall be fully vested upon their date of grant and shall be paid in shares of the Company’s Common Stock pursuant to the “Timing of Payment” and other provisions of the section below with the heading “Payment of Awards.” For avoidance of doubt, for purposes of Bonus Awards payable in RSUs, payment of the Bonus Award hereunder shall mean the grant of such RSUs by the Committee, with payment of the RSUs to be made in the form of Common Stock on or as soon as practicable after the RSU grant date pursuant to the short-term deferral exception to Section 409A of the Code.

U.S. Senior Staff – “U.S. Senior Staff” means U.S. senior staff at level Senior Director and above in such roles at the end of the third quarter of the current fiscal year.

The below provisions replace the Form of Payment; Tax Withholding section of the 2024 Annual Incentive Plan:

Form of Payment; Tax Withholding.

Payments to U.S. Senior Staff. Each Bonus Award to a U.S. Senior Staff member shall be paid in the form of RSUs under the Equity Incentive Plan, with the number of RSUs granted determined by dividing the Bonus Award Payment otherwise payable to such individual hereunder (in U.S. dollars) by the closing price of the Company’s Common Stock on the date that the RSUs are granted (rounded down to the nearest whole number of RSUs), as approved by the Committee.

Payment of such RSUs is subject to all required Tax-Related Items withholding, which will be satisfied by withholding from the proceeds of the sale of the portion of the shares of Common Stock to be delivered under the RSUs as is necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (the “Mandatory Sale”). No Participant may exercise control over the timing of such Mandatory Sale. Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction, or if applicable, would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934 (the “Exchange Act),” then the Company and/or the Participant's employer, or their respective agents, at their discretion, may satisfy applicable withholding
obligations for Tax-Related Items by (i) withholding from the Participant's wages or other cash compensation payable to the Participant or (ii) withholding in shares of Common Stock to be issued upon payment of the RSUs, as approved by the Committee in the case of any Participant who is subject to Section 16 of the Exchange Act.

Payments to All Other Staff. Each Bonus Award to a Participant who is not a U.S. Senior Staff member shall be paid in cash in a single lump sum. The Company shall withhold all required Tax- Related Items from the Bonus Award Payment. The Bonus Award Payment will be determined by the Company in U.S. dollars but may be paid to Participants outside the United States in local currency, following conversion of the amount payable using an exchange rate selected by the Company, in its sole discretion. Alternatively, the Bonus Award may be paid in the form of Common Stock or in a combination of cash and Common Stock, as determined by the Committee. Bonus Award Payments made in Common Stock shall be made in accordance with the provisions of the Equity Incentive Plan.

The below provision supplements the Recovery of Erroneously Awarded Compensation section of the 2024 Annual Incentive Plan:

In order to satisfy any recoupment obligation arising under the Recoupment Policies, among other things, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the Bonus Award to re-convey, transfer or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the applicable Recoupment Policy.

EX-10.41 9 eqix-33124xexhibit1041.htm EX-10.41 Document
Exhibit 10.41
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:         Merrie Williamson            
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Grant:    March 25, 2024            
Award Number:                        
Minimum Restricted Stock Units: 0     
Target Restricted Stock Units:    
Max Restricted Stock Units:    

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon prior to settlement, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Award Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary of the Company (“Service”) throughout the vesting period. The Restricted Stock Units shall become eligible to vest upon a determination by the Board or Committee that the Company has achieved Company revenue and/or AFFO/Share goals for 2024 (the “Performance Goals”) of greater than $_____ million and/or $_____ per share, respectively, as set forth on the attached Exhibit A, and if achieved, then the Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the degree of achievement of the Performance Goals as set forth on the matrix attached as Exhibit A, and at the following times:
•with respect to 50% of those units on the later of (i) February 15, 2025, or (ii) the date upon which the Board or Committee certifies that the Company has achieved Company revenue and/or AFFO/Share goals of greater than $_____ million and/or $_____ per share, respectively, for 2024;
•with respect to 25% of those units on February 15, 2026; and
•with respect to the remaining 25% of those units on February 15, 2027.
For purposes of this Agreement, “AFFO/Share” shall mean the Company’s adjusted funds from operations (“AFFO”) for the year ending December 31, 2024, divided by the weighted average number of diluted shares of common stock outstanding on December 31, 2024, as set forth in the Company’s audited financial statements for the year ended December 31, 2024.
The Board or Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to the determination of the attainment of one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable


Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions or joint ventures; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual, infrequently occurring or nonrecurring events or changes in applicable law or business conditions. The Board or Committee may make such adjustments to the determination of attainment of one or more of the Performance Goals as the Board or Committee in its sole discretion deems appropriate.
Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s achievement of the Performance Goals based on the matrix set forth on Exhibit A hereto shall be forfeited to the Company immediately following the certification by the Board or Committee of the Company’s achievement of the Performance Goals for 2024.
In the event of a Change in Control before the end of the 2024 fiscal year, vesting of these Restricted Stock Units, and any Dividend Equivalent thereon, shall no longer be dependent on achievement of the Performance Goals described above. Instead, subject to your continued Service through the applicable vesting date, 50% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2025, 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2026, and the remaining 25% of the Target Restricted Stock Units, and any Dividend Equivalent thereon, will vest on February 15, 2027. The remaining Restricted Stock Units, and any Dividend Equivalents thereon, shall be forfeited to the Company (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.

Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: CEO & President    


Date:___________________________
Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”


Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.


“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying Termination (as defined below) in connection with the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means (A) a “Qualifying Termination,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of a “Qualifying Termination”, a Separation (as defined below) resulting from: (i) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (ii) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means (A) “Cause,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Cause,” (i) conviction of, or guilty/no contest plea to, a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Board’s discretion to disqualify you from continued employment with Company; (ii) unauthorized use or disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) fraud, embezzlement, theft or misappropriation of assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful directives of the Board); (v) material breach of any agreement with the Company or material violation of a Company policy or the Company’s code of conduct, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of her duties and responsibilities to the Company; or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates.
Good Reason means: (A) “Good Reason,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Good Reason,” (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.1
1


For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code
Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.


Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.


Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.

EX-10.42 10 eqix-33124xexhibit1042.htm EX-10.42 Document
Exhibit 10.42
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives

You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:         Merrie Williamson                
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Grant:    March 25, 2024            
Award Number:                
Minimum Restricted Stock Units (0%):
Target Restricted Stock Units (100%):    
Max Restricted Stock Units (200%):    
Performance Period: January 1, 2024 through December 31, 2026

Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon prior to settlement, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary of the Company (“Service”) throughout the vesting period.
The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest in a number of shares determined based on the total shareholder return (“TSR”) of the Company’s Common Stock (“EQIX”) against the S&P 500 Total Return (SP500TR) (the “Index”), calculated using the 30-day trading averages for both EQIX and the Index prior to the start (January 1, 2024) and end (December 31, 2026) of the Performance Period, and including the reinvestment of regular dividends paid by the Company and by the Index (provided both the Company and the Index are paying regular dividends). EQIX performance above and below that of the Index results in the scaling set forth on Exhibit A hereto. The number of Restricted Stock Units, and any Dividend Equivalents thereon, vesting under the award may range from 0% to 200% of the Target Restricted Stock Units as further illustrated on the attached Exhibit A; however, if the Company’s TSR is negative during the Performance Period, vesting under the award shall be limited to 100% of the Target Restricted Stock Units.
Vesting shall occur on the first Trading Day that coincides with or follows the date upon which the Board, or a committee thereof, certifies the TSR over the Performance Period. Any Restricted Stock Units, and Dividend Equivalents thereon, that fail to vest based on the Company’s TSR achievement shall be forfeited to the Company.
In the event of a Change in Control before the end of the 2026 fiscal year, the Performance Period shall be deemed terminated as of the effective date of the Change in Control (the “Shortened Performance Period”), such that TSR shall be calculated against the Index using the 30-day trading averages for both EQIX and the Index at the start and end of the Shortened Performance Period, including reinvested dividends (provided both the Company and the Index are paying regular dividends), to determine the number of the Restricted Stock Units, and any Dividend Equivalents thereon, that are deemed earned in an amount ranging from 0% to 200% as further illustrated on the attached Exhibit A, but that will remain unvested until December 31, 2026, except as otherwise provided in the Plan and the Agreement.


The remaining unearned Restricted Stock Units, and Dividend Equivalents thereon, shall be forfeited to the Company upon such Change in Control (and such forfeited Restricted Stock Units, and any Dividend Equivalents thereon, will not accelerate in the event this Award is not assumed or substituted with a new award).
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.

Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: CEO & President    
Date:___________________________






Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, will remain outstanding and eligible to vest subject to the Company’s TSR achievement, as follows: (i) if the termination of Service due to death occurs during the first fiscal year of the Performance Period, then 1/3 of the Restricted Stock Units will remain outstanding and eligible to vest, (ii) if the termination of Service due to death occurs during the second fiscal year of the Performance Period, then 2/3 of the Restricted Stock Units will remain outstanding and eligible to vest, and (iii) if the termination of Service due to death occurs during or after the third fiscal year of the Performance Period, then all of the Restricted Stock Units will remain outstanding and eligible to vest. Any such Restricted Stock Units that remain outstanding and eligible to vest will remain outstanding until after the end of the Performance Period (or, if applicable, the Shortened Performance Period), and will vest based on the Company’s TSR achievement as determined by the Board (or a committee thereof), and any such Restricted Stock Units that so vest (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, at such time as set forth under “Settlement of Units” below. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, unless otherwise determined by the Administrator, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”


Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.
Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests.
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.


“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying Termination (as defined below) in connection with the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means (A) a “Qualifying Termination,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of a “Qualifying Termination”, a Separation (as defined below) resulting from: (i) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (ii) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means (A) “Cause,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Cause,” (i) conviction of, or guilty/no contest plea to, a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Board’s discretion to disqualify you from continued employment with Company; (ii) unauthorized use or disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) fraud, embezzlement, theft or misappropriation of assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful directives of the Board); (v) material breach of any agreement with the Company or material violation of a Company policy or the Company’s code of conduct, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of her duties and responsibilities to the Company; or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates.
Good Reason means: (A) “Good Reason,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Good Reason,” (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.
1
1


For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code
Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.


Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.


Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.



Exhibit A


Ramped Accelerator/Decelerator (0% Min Payout)
                 
Index S&P 500 - SP500TR   Performance Payout Scale
Perf. Period 3 years   >50% 200% 2:1
TSR Calc. EQIX vs. S&P 500   +50% 200% 2:1
            +40% 180% 2:1
Min TSR for payout NA   +30% 160% 2:1
Minimum Payout 0%   +25% 150% 2:1
Maximum Payout 200%         +20% 140% 2:1
            +10% 120% 2:1
Performance Scale Above Index 2:1     +1% 102% 2:1
  Index 1:1     = 100% 1:1
  Below Index 2:1     -1% 98% 2:1
        -10% 80% 2:1
        -20% 60% 2:1
            -30% 40% 2:1
            -35% 30% 2:1
            -40% 20% 2:1
            >-40% 0% 2:1

TSR calculation to include reinvested regular dividends paid by both the Company and the Index; provided both the Company and the Index are paying regular dividends. If the Company’s TSR is negative during the Performance Period, any such payout shall be limited to 100% of the Target Restricted Stock Units.



EX-10.43 11 eqix-33124xexhibit1043.htm EX-10.43 Document
        Exhibit 10.43
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives
You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name:         Merrie Williamson                
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award:    March 25, 2024            
Award Number:    
Number of Restricted Stock Units:            
    
Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Award Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest at the following times:
•with respect to 33 1/3% of those units on January 15, 2025;
•with respect to 33 1/3% of those units on January 15, 2026; and
•with respect to 33 1/3% of those units on January 15, 2027.
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.
Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: CEO & President    
Date:___________________________

        
Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”
Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.


Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying Termination (as defined below) in connection with the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means (A) a “Qualifying Termination,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of a “Qualifying Termination”, a Separation (as defined below) resulting from: (i) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (ii) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means (A) “Cause,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Cause,” (i) conviction of, or guilty/no contest plea to, a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Board’s discretion to disqualify you from continued employment with Company; (ii) unauthorized use or disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) fraud, embezzlement, theft or misappropriation of assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful directives of the Board); (v) material breach of any agreement with the Company or material violation of a Company policy or the Company’s code of conduct, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of her duties and responsibilities to the Company; or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates.
Good Reason means: (A) “Good Reason,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Good Reason,” (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.1
1


For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code
Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.


Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.


Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer.


Data Privacy Notice and Consent
a)    Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.


f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.



EX-10.44 12 eqix-33124xexhibit1044.htm EX-10.44 Document
        Exhibit 10.44
Equinix, Inc. 2020 Equity Incentive Plan
Notice of Restricted Stock Unit Award
For Executives
You have been granted the number of restricted stock units (“Restricted Stock Units”) indicated below by Equinix, Inc. (the “Company”) on the following terms:
Name: Merrie Williamson            
Employee ID #:                

Restricted Stock Unit Award Details:

Date of Award: March 25, 2024            
Award Number:    
Number of Restricted Stock Units:            
    
Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company, and any Dividend Equivalents thereon, subject to the terms and conditions contained in this Notice of Restricted Stock Unit Award for Executives and the Restricted Stock Unit Agreement (together, the “Award Agreement”). Capitalized terms not otherwise defined in this Award Agreement shall have the meaning set forth in the 2020 Equity Incentive Plan (the “Plan”).

Vesting Schedule:
Vesting is dependent upon continuous active service as an Employee, Consultant or Director of the Company or a Subsidiary (“Service”) throughout the vesting period. The Restricted Stock Units, and any Dividend Equivalents thereon, shall vest with respect to 33 1/3% of those units on September 1, 2024, and with respect to an additional 16.67% each March 1st and September 1st thereafter until fully vested.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if you are terminated without Cause (as defined below) or you resign for Good Reason (as defined below) prior to the end of the 30-month anniversary of the Date of Award.
By your signature and the signature of the Company’s representative below, you and the Company agree that the Restricted Stock Units, and any Dividend Equivalents thereon, are granted under and governed by the terms and conditions of the Plan and the Agreement that is attached to and made a part of this document.
You further agree that the Company may deliver by email all documents relating to the Plan or this Award (including, without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.
By your signature below, you agree to cover all Tax-Related Items as defined in the Agreement.
Recipient:        Equinix, Inc.
Signature:         By:     
Print Name:          Title: CEO & President    
Date:___________________________

        
Equinix, Inc. 2020 Equity Incentive Plan
Restricted Stock Unit Agreement
Payment for Shares No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive.
Vesting The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting.
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.”
Dividend Equivalents
You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances.


Settlement of Units
Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”).
At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon.
“Trading Day”
“Trading Day” means a day that satisfies each of the following requirements:
The Nasdaq Global Market is open for trading on that day;
•    You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act;
•    Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act;
•    Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and
•    You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party.
Change in Control
In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive.
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control and you are subject to a Qualifying Termination (as defined below) in connection with the Change in Control.
Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code.


Qualifying Termination
A Qualifying Termination means (A) a “Qualifying Termination,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of a “Qualifying Termination”, a Separation (as defined below) resulting from: (i) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (ii) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control.
Cause means (A) “Cause,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Cause,” (i) conviction of, or guilty/no contest plea to, a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Board’s discretion to disqualify you from continued employment with Company; (ii) unauthorized use or disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) fraud, embezzlement, theft or misappropriation of assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful directives of the Board); (v) material breach of any agreement with the Company or material violation of a Company policy or the Company’s code of conduct, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of her duties and responsibilities to the Company; or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates.
Good Reason means: (A) “Good Reason,” as defined in any Severance Agreement that you are a party to or participate in at the relevant time, or (B) if there is no such Severance Agreement with a definition of “Good Reason,” (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.


For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein.
Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code
Forfeiture If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited.


Leaves of Absence and Part-Time Work
For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work.
The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave.
If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule.
The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code.
Section 409A This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
Settlement / Stock Certificates No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued.
Stockholder Rights The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company.


Units Restricted You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution.
Responsibility for Taxes
You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents and from the proceeds of the sale of the portion of the Shares to be delivered under your vested Restricted Stock Units necessary to satisfy the Tax-Related Items withholding obligations, through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). You acknowledge that you may not exercise control over the timing of such Mandatory Sale.
Notwithstanding the foregoing, if such Mandatory Sale is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than in connection with the vesting (and associated settlement) of the Restricted Stock Units, then you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator (as constituted in accordance with Rule 16b-3 under the Exchange Act) if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act.


The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items.
Restrictions on Resale
You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.


No Retention Rights
In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from (i) forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid) and/or (ii) forfeiture of the Award or recoupment of any Shares, cash or other benefits acquired pursuant to the Award resulting from the application of any recoupment or clawback policy of the Company, as it may be amended from time to time (whether such policy is adopted on or after the date of this Award Agreement) or any recoupment otherwise required by Applicable Laws, regulations or stock exchange listing standards; and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan.


Recoupment
In consideration of the grant of Restricted Stock Units under this Award Agreement, you hereby agree that (i) to the extent you are or become covered by the Company’s Recoupment Policy, as may be amended from time to time, or as required under Applicable Laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”),  any compensation provided to you (including compensation granted, paid or provided to or earned by you before on or following the date hereof) that is covered by the Recoupment Policy shall be subject to the recoupment and/or forfeiture provisions thereof, and (ii) the Recoupment Policy shall be deemed to amend (on both a retroactive and prospective basis) the terms of any employment, compensation or similar agreement to which you are a party, and the terms of any compensation plan, program or agreement under which any incentive-based compensation has been or may be granted, awarded, earned or paid to you (including without limitation, award agreement evidencing an award granted to you under the Plan). In the event it is determined that any amounts granted, awarded, earned or paid to you must be forfeited or reimbursed to the Company pursuant to the Recoupment Policy, you agree that you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement.

Without limiting the foregoing, the Restricted Stock Units, whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Restricted Stock Units will be subject to recoupment under the Recoupment Policy. In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy.

No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary and/or the Employer. 


Data Privacy Notice and Consent
a) Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable).
b)    Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
c)    International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable).
d)    Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible.
e)    Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards.



f)    Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page.
g)    By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above.
Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy.  You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter.


Foreign Asset / Account Reporting Requirements and Exchange Controls Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details.
Severability The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect.
Waiver You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you.
Language You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Governing Law / Venue
This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.


Imposition of Other Requirements The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
The Plan and Other Agreements
The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department.
This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan.
By signing the Notice of Restricted Stock Unit Award For Executives, you agree to all of the terms and conditions described above and in the Plan.



EX-10.45 13 eqix-33124xexhibit1045.htm EX-10.45 Document
Exhibit 10.45

March 7, 2024
Peter Van Camp
c/o Equinix
One Lagoon Drive, 4th Floor
Redwood City, California 94065

Dear Peter:
This letter agreement (this “Agreement”) sets forth our mutual agreement concerning the transition of your duties in connection with your retirement as Executive Chairman of Equinix, Inc. (the “Company”, and together with its subsidiaries, “Equinix”) and your appointment as Special Advisor to the Board.
1.    Transition Date. Effective as of the date on which the announced successor President and Chief Executive Officer of the Company, Adaire Fox- Martin, commences her employment with the Company (the “Transition Date”), you will retire from your position as Executive Chairman of Equinix, at which time your employment with Equinix will terminate, and you will also retire from your service as a member of the Board of Directors of the Company (the “Board”). At such time and during the Term (as defined below), you will serve as a consultant to Equinix in the role of Special Advisor to the Board.
2.    Term. The term of your service as Special Advisor to the Board will begin on the Transition Date and will continue until the date of the Company’s Annual Meeting of Stockholders in 2025, subject to earlier termination pursuant to this Agreement (the “Term”). The Term may be extended only by mutual agreement of the parties. At the expiration of the Term, you will retire from your service as Special Advisor to the Board.
3.    Services.
In your role as Special Advisor to the Board, you will have the following duties and responsibilities: attending and participating as an observer in discussions of the business of the Company, at the invitation of the Board, at regular and special Board and Board committee meetings, providing ongoing strategic advice and support to the Board and senior management of the Company, and serving as a goodwill ambassador of the Company (the “Services”).
4.    Compensation and Benefits. During the Term, in consideration for your Services, you will receive the following compensation:
(a)    Prior to the Transition Date, you will continue to be eligible for your regular base salary as in effect on the date hereof. After the Transition Date, during the Term, as compensation for the Services, you will receive a consulting fee equal to $260,000 per annum, payable quarterly in arrears. In addition, you will be entitled to receive reimbursement in accordance with Equinix’s current policies for reasonable business expenses incurred in carrying out such services.
(b)    Your outstanding equity incentive awards will be treated in accordance with their terms. For the avoidance of doubt, your transition from Executive Chairman to Special Advisor to the Board will not result in a “Termination of Service”, and during the Term, you will be deemed to be continuing in “Service” (as each such term is defined in the Company’s 2020 Equity Incentive Plan (the “Plan”) and the award agreements thereunder governing your awards (the “Award Agreements”)). To the extent that you continue to perform the Services through the end of the Term and retire in good standing at the end of the Term, subject to your signing and not revoking a customary release of claims against the Company, you will immediately vest in your equity awards that were granted in 2024; provided that any such equity awards that are subject to performance conditions shall remain outstanding and eligible to be earned and vest based on the actual achievement of the applicable performance conditions after the end of the applicable performance period.


(c)    Your target annual bonus opportunity for fiscal year 2024 will be pro-rated based on the portion of the 2024 fiscal year occurring before the Transition Date. The actual amount of your annual bonus for fiscal year 2024 will be paid at the same time that such amounts are paid to other senior executives of the Company, based on the Company’s achievement of the applicable performance metrics, and shall be payable in the form paid to other executives of the Company.
(d)    Any accrued but unpaid salary, vacation pay, unreimbursed business expenses and any other earned and vested amounts, entitlement or benefits (including amounts under the Equinix 401(k) plan and COBRA continuation coverage) that were earned and accrued prior to the Transition Date will be paid or provided to you in accordance with the terms of the applicable Company plans and arrangements.
(e)    Except as otherwise described in this Section 4, you will not be entitled to any further compensation or benefits from the Company after the Transition Date. For the avoidance of doubt, you will not be eligible to participate in the Company’s annual incentive plan or any other annual bonus plan or to receive any further long-term incentive awards.
5.    Independent Contractor Status. During the Term, you will act solely as an independent contractor with respect to Equinix, and as such, you will not be authorized to bind Equinix to third parties without prior written consent of Equinix. You hereby acknowledge and agree that the compensation payable pursuant to this Agreement will represent fees for services as an independent contractor, and will therefore be paid without any deductions or withholdings taken therefrom for taxes or for any other purpose. You will be solely responsible for the payment of any federal, state, or local income or self employment taxes imposed on you with respect to payment of the compensation.
6.    Covenants and Agreements. You acknowledge and agree that you remain subject to the covenants set forth in the Proprietary Information and Inventions Agreement, entered into between you and Equinix, attached hereto as Exhibit A (the “PIIA”), as well as the covenants set forth in Section 3 (Covenants) of the Severance Agreement between you and the Company, dated as of October 3, 2019, as amended (the “Severance Agreement”), and all other confidentiality, noncompetition, nonsolicitation and other restrictive covenants that you may be subject to under any other agreement with Equinix, which are incorporated herein by reference as if such provisions were set forth herein in full. Other than with respect to Section 3 of the Severance Agreement, the remaining terms of the Severance Agreement shall be of no further force and effect. You hereby agree that your retirement from your role as Executive Chairman will not give rise to Good Reason (as defined in the Severance Agreement).
7.    Cooperation. Following the Transition Date, you agree to cooperate fully with Equinix and its counsel with respect to any matter (including, without limitation, any litigation, investigation or government proceeding or any matter relating to the transition of your duties as Executive Chairman) that relates to matters with which you are or were involved or about which you had knowledge during your employment with Equinix.
8.    Termination. Notwithstanding anything in this Agreement to the contrary, the Board may terminate this Agreement and the Term (i) for any reason with 60 days’ prior written notice or (ii) with immediate effect to the extent that circumstances exist that would have constituted grounds to terminate your employment for “Cause” (as such term is defined in the Severance Agreement) under the Severance Agreement. After the termination or expiration of the Term, you will have no further right to any compensation or benefits under this Agreement.
9.    Entire Agreement. This Agreement sets forth the entire understanding between you and Equinix and supersedes any prior agreements or understandings, express or implied, pertaining to the terms of your employment with Equinix or the termination thereof; provided, however, that the parties hereto acknowledge that additional agreements governing elements of you and Equinix’s relationship following the Transition Date may be entered into following the date hereof, which, if entered into, may be incorporated into this Agreement by reference. No modification or waiver of this Agreement will be effective unless evidenced in a writing signed by both parties. This Agreement may be executed in one or more copies or counterparts and each such copy will constitute a duplicate original of this Agreement.
2


10.    Governing Law. This Agreement will be governed by and construed exclusively in accordance with the laws of the State of California without reference to its choice of law principles. Any disputes arising under this Agreement will be brought in a court of competent jurisdiction in California.
[Signature page follows]

3


Sincerely,
/s/ Chris Paisley
Name: Chris Paisley
Title: Lead Independent Director

ACCEPTED AND AGREED:

/s/ Peter Van Camp
Peter Van Camp





4

EX-10.46 14 eqix-33124xexhibit1046.htm EX-10.46 Document
Exhibit 10.46
February 12, 2024

Dear Merrie:

Equinix LLC (“Equinix” or the “Company”) is pleased to offer you employment on the following terms. This offer is contingent upon approval of the Board of Directors of Equinix, Inc. and its Talent, Culture and Compensation Committee (the “Committee”) and your ability to provide or obtain valid work authorization in the United States. Subject to these conditions, your anticipated start date will be March 25, 2024.

1.    Position. You will serve in a full-time capacity of Chief Customer and Revenue Officer, based out of Washington, and will report to Charles Meyers, Chief Executive Officer and 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 $600,000.00 USD, which will be paid on a bi-weekly basis 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. Additionally, provided that your start date is prior to October 1 of this calendar year, you will be eligible to participate in Equinix’s annual merit increase and salary review process (which will occur at the beginning of next calendar year for the prior year). Merit increases are based on your individual performance and are effective on a date determined by our annual salary review timelines.

3.    2024 Equity Awards. For fiscal 2024, you will receive equity awards representing a target grant date value of $7,000,000.00 (the “Initial Equity Award”). The Initial Equity Award will be granted in the same form and in the same mix as is provided to other executive officers of the Company for their 2024 long-term incentive awards, which is expected to consist of the following grants: (i) approximately 47% of the Initial Equity Award is expected to be in the form of grants of performance-based restricted stock units (“PSUs”) that are subject to financial performance metrics and vesting over three years, (ii) approximately 20% of the Initial Equity Award is expected to be in the form of a grant of PSUs that are subject to total shareholder return performance metrics and vesting after three years, and (iii) approximately 33% of the Initial Equity Award is expected to be in the form of a grant of restricted stock units subject to time vesting over three years (“RSUs”). The number of shares of Company common stock subject to each component of the Initial Equity Award will be calculated in accordance with the Company’s normal equity grant policies. This Initial Equity Award will otherwise be subject to terms and conditions consistent with the 2024 long-term incentive awards granted to the Company’s executive officers. For the avoidance of doubt, this Initial Equity Award will constitute your 2024 annual long-term incentive award.
4.    Company Wide Bonus. You will be eligible to participate in Equinix's 2024 Annual Incentive Plan, provided that your start date is prior to October 1. Under the plan, you will be eligible to earn annual incentive compensation with a target amount equal to 100% of your annual base salary, based upon Equinix's financial performance and your individual performance. The annual incentive bonus will be pro-rated based on your start date, and will be paid in cash and/or RSUs, as determined by the Committee. Detailed information on this plan will be provided to you after you start.

5.    Sign-On Bonus. You will receive a cash sign-on bonus of $500,000.00 USD, less applicable taxes, deductions and withholdings, with your first paycheck (the “Sign-On Bonus”). To the extent that your employment is terminated due to (i) your termination by the Company for Cause or (ii) your resignation without Good Reason (as each such term is defined in the Change in Control Severance Agreement between you and the Company (the “Severance Agreement”)), in each case on or prior to the first anniversary of your commencement of employment at the Company, at the request of the Company, you will be required to repay to the Company the pro-rated, net after-tax amount of the Sign-On Bonus. By way of example, if you resign without Good Reason after completing nine (9) months of service, then you agree to repay twenty-five percent (25%) of the cash payment actually received by you for the Sign-On Bonus.


Exhibit 10.46
6.    One-Time Equity Award. Upon commencement of employment, you will be granted an award of RSUs valued at $1,500,000.00 USD on the date of grant. The number of RSUs making the grant total will be based on the award amount divided by the average closing stock price of EQIX for the 30 trading days prior to the grant date, rounded to the nearest whole share. All grants are made under and subject to the terms and conditions of the applicable equity award plan, in place from time to time, and your award agreement, which you must sign to accept and receive the grant. Each RSU represents an unfunded right to receive one share of Equinix, Inc. common stock upon vesting, provided you remain in actual employment through the vesting date and meet all other eligibility requirements of the equity award plan and your award agreement. All unvested RSUs shall be forfeited when you cease to be in actual employment. Beginning on your commencement of employment, your award will vest over 30 months, with 33.33% vesting after six months, and 16.67% vesting every six months thereafter until fully vested; provided, however, if you are terminated without Cause or resign for Good Reason prior to completing 30 months of service to the Company, then the Company shall cause the unvested RSUs subject to such award to become fully vested. If there is any inconsistency between this clause and your award agreement, the award agreement governs.

7.    401(k) Savings Plan and Company Match. You will be automatically enrolled in and begin contributing to the 401(k) plan at the rate of 6% of your compensation approximately 30 days following your start date. You may elect to increase or decrease this rate of contribution at any time or opt out entirely. Information about the 401(k) plan will be mailed to your home address from our 401(k) provider, Fidelity Investments, following your start date. Each payroll, Equinix will contribute 50 cents on every dollar up to the first 6% of your compensation that you defer into 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.

8.    Health Benefits. The Company agrees to pay a portion of premiums for health insurance coverage in accordance with the current Company benefits plan. The Company reserves the right to amend these benefits, and to change the plan carriers at any time.

9.    Paid Time Off. You will be entitled to Paid Time Off (“PTO”) that accrues on a bi- weekly basis. Full-time employees working 40 hours per week will accrue 4.616 hours per pay period. See the U.S. Equinix Employee Handbook for more information.

10.    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 (“PIIA”), a copy of which is attached hereto as Exhibit A.

11.    Period of Employment. Your employment with Equinix will be “at will,” meaning that either you or Equinix will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and Equinix on this term. Although your job duties, title, compensation and benefits, as well as the Equinix’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of Equinix.

12.    Outside Activities. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. While you render services to Equinix, you also will not assist any person or organization in competing with Equinix, in preparing to compete with Equinix or in hiring any employees of Equinix. Notwithstanding the foregoing, nothing in this letter agreement or any other policy applicable to you shall restrict you from: (a) participating in professional and charitable organizations in an unpaid capacity, and/or (b) serving as a director or advisor of a for-profit, non-competitive entity; in each case, in a manner and to the extent that such activities will not materially interfere with your duties to Equinix and as approved by the CEO.

13.    Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.


Exhibit 10.46
14.    Other Terms. As required by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States.

15.    Entire Agreement. This letter and the Exhibit attached hereto contain all of the terms of your employment with Equinix and supersede any prior understandings or agreements, whether oral or written, between you and Equinix. Notwithstanding any other term or provision of any other agreement, plan or policy, for purposes of your equity awards, change in control severance benefits and this Agreement, unless otherwise agreed by you in a written and signed agreement, the only “Cause” and “Good Reason” (or similar term) definitions that shall apply to your employment with Equinix shall be those definitions set forth in your Severance Agreement, provided, however, that if your Severance Agreement is amended or replaced pursuant to its terms, or Equinix issues additional equity subject to different Cause and Good Reason definitions and such different Cause and Good Reason definitions are applied to all equity grants issued contemporaneously to other senior executives of the Company, then the terms of such other amended or replaced policy or agreement shall apply.

16.    Amendment and Governing Law. This letter agreement may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of Equinix. The terms of this letter agreement and the resolution of any disputes will be governed by Washington law.

17.    Insurance; Indemnification. Equinix agrees, during and after your employment term, to defend, indemnify and hold you harmless ("rights to indemnity") to the extent provided by Equinix’s bylaws or other organizational documents for your actions or inactions as an officer, director, employee or agent of Equinix or as a fiduciary of any benefit plan of any of the foregoing, as applicable. Such rights to indemnity shall not be less than those provided to other senior executives and board members of the Company. You will be covered by directors and officers (D&O) liability insurance consistent with the insurance coverage provided to other directors and officers of Equinix.

18.    Legal Fees. Within thirty (30) days of receiving appropriate documentation related to legal and/or tax advisor fees, Equinix shall reimburse you for any and all legal and tax advisor fees and related costs actually incurred and paid in connection with your negotiation and execution of this letter agreement and any related agreements, up to a maximum amount of $15,000.00 USD in the aggregate.

19.    Notice. In the event Equinix terminates you without Cause during the first twelve (12) months of your employment, Equinix shall provide you with at least four (4) months prior written notice of such termination. During such four (4)-month period, subject to your signing and not revoking a release of claims against Equinix and its affiliates at the start of such four (4)-month period and a “bring down” release at the end of such period prior to receipt of any additional severance benefits, you shall remain an employee of Equinix entitled to your base salary (as in effect immediately prior to such termination), annual bonus, vesting of equity awards and all other employee benefits, such as health benefits.

20.    Public Communications. In the event of a termination of employment by the Company without Cause, you agree not to, and Equinix will instruct its directors and officers not to make and will not authorize the making of any negative or disparaging comments with respect to such separation in any public-facing communication (such as a press release, social media posting or Form 8-K); provided that nothing in this section shall (i) prohibit either party from reporting violations of law to, or otherwise communicating with or participating in any investigation or proceeding conducted by, any federal, state or local government agency or commission or (ii) prevent Equinix from making any securities filings or other disclosures pursuant to applicable law.

We look forward to you joining Equinix. You may indicate your agreement with these terms and accept this offer by signing and dating both this letter and the PIIA. Please return the signed offer letter and PIIA to us. Upon your request, a fully executed copy of the PIIA will be provided to you after receiving a company representative’s signature.

Sincerely,


Exhibit 10.46
/s/ Charles Meyers
Charles Meyers
Chief Executive Officer and President





I have read and accept this employment offer:

Meredith Williamson
image_01.jpg
Print Full Name
/s/ Merrie Williamson
image_01.jpg
Signature
February 12, 2024
image_01.jpg
Date Accepted


Attachments:
Exhibit A: Proprietary Information and Inventions Agreement
Exhibit B: Request for Personal Data

EX-10.47 15 eqix-33124xexhibit1047.htm EX-10.47 Document
Exhibit 10.47
CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of March 25, 2024 (the “Effective Date”) by and between Merrie Williamson (the “Executive”) and EQUINIX, INC., a Delaware corporation (the “Company”).

1.    Term of Agreement.

Except to the extent renewed as set forth in this Section 1, this Agreement shall terminate the earlier of March 26, 2027 (the “Expiration Date”) or the date the Executive’s employment with the Company terminates for a reason other than a Qualifying Termination as described in Section 4(d); however, if a definitive agreement relating to a Change in Control has been signed by the Company on or before March 26, 2027, then this Agreement shall remain in effect through the earlier of:

(a)    The date the Executive’s employment with the Company terminates for a reason other than a Qualifying Termination as described in Section 4(d); or

(b)    The date the Company has met all of its obligations under this Agreement following a termination of the Executive’s employment with the Company for a reason described in Section 4(d).
This Agreement shall renew automatically and continue in effect for three-year periods measured from the initial Expiration Date, unless the Company provides Executive notice of non-renewal at least six months prior to the date on which this Agreement would otherwise expire.

2.    Severance Payment.

(a)    Severance Benefit. If the Executive is subject to a Qualifying Termination, then the Company shall pay the Executive 200% of his or her annual base salary and target bonus (at the annual rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The Executive will receive his or her severance payment in a cash lump-sum which will be made within ten (10) business days of the latest of the following dates:

(i)    the date of Executive’s Qualifying Termination;

(ii)    the date of the Company’s receipt of the Executive’s executed General Release; and

(iii)    the expiration of any rescission period applicable to the Executive’s executed General Release.

(b)    Health Care Benefit. If the Executive is subject to a Qualifying Termination, and if the Executive elects to continue his or her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of his or her employment, then the Company shall pay the Executive’s monthly premium under COBRA until the earliest of (i) the close of the eighteen (18)-month period following cessation of his or her employment or (ii) the expiration of the Executive’s continuation coverage under COBRA.

(c)    General Release. Any other provision of this Agreement notwithstanding, Subsections (a) and (b) above shall not apply unless the Executive (i) has executed a general release (in a form prescribed by the Company) of all known and unknown claims that he or she may then have against the Company or persons affiliated with the Company and (ii) has agreed not to prosecute any legal action or other proceeding based upon any of such claims. The release must be in the form prescribed by the Company, without alterations, as provided by the Company within 30 days after the date of your Separation and in substantially the form attached hereto as Exhibit A. The Company will deliver the form to the Executive within 30 days after the Executive’s Separation. The Executive must execute and return the release within 21 days from receipt of the form (or if determined by the Company and communicated by the Company at such time, within 45 days following the Executive’s receipt of the form).


Exhibit 10.47
(d)    Section 409A. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code at the time of a Separation, then (i) the severance benefits under Section 2(a), to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after the Executive’s Separation and (ii) any amounts that otherwise would have been paid during the first six months after a Separation will be paid in a lump sum on the earliest practicable date permitted by Section 409A(a)(2) of the Code. If a severance payment is considered deferred compensation under Code Section 409A, then the Executive will receive his or her severance payment in a cash lump-sum which will be made on the 60th day following Executive’s Termination (or, if such day is not a business day, on the first business day thereafter).

3.    Covenants.

(a)    Non-Solicitation. During the Executive’s employment with the Company and during the twelve-month period following his or her cessation of employment, the Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit the employment of any employee or consultant of the Company or any of the Company’s affiliates, whether on the Executive’s own behalf or on behalf of any other person or entity. The Executive and the Company agree that this provision is reasonably enforced as to any geographic area in which the Company conducts its business.

(b)    Non-Competition. The Executive agrees that, during his or her employment with the Company, he or she shall not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company.

(c)    Cooperation and Non-Disparagement. The Executive agrees that, during the twelve-month period following his or her cessation of employment, he or she shall cooperate with the Company in every reasonable respect and shall use his or her best efforts to assist the Company with the transition of Executive’s duties to his or her successor. The Executive further agrees that, during this twelve-month period, he or she shall not in any way or
by any means disparage the Company, the members of the Company’s Board of Directors or the Company’s officers and employees.

4.    Definitions.
(a)    Definition of “Cause.” For all purposes under this Agreement, “Cause” means the Executive’s: (i) conviction of, or guilty/no contest plea to, a felony or a crime involving moral turpitude, the nature and circumstances of which are determined in the Board’s discretion to disqualify the Executive from continued employment with Company; (ii) unauthorized use or disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iii) fraud, embezzlement, theft or misappropriation of assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful directives of the Board); (v) material breach of any agreement with the Company or material violation of a Company policy or the Company’s code of conduct, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of her duties and responsibilities to the Company; or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates.
(b)    Definition of “Change in Control.” For all purposes under this Agreement, “Change in Control” shall mean:
(i)    The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (x) the continuing or surviving entity and (y) any direct or indirect parent corporation of such continuing or surviving entity;

Exhibit 10.47

(ii)    The sale, transfer or other disposition of all or substantially all of the Company’s assets;

(iii)    A change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either (x) had been directors of the Company on the date 24 months prior to the date of the event that my constitute a Change in Control (the “original directors”) or (y) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or

(iv)    Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), director or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this paragraph (iv), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (y) a corporation owned directly or indirectly by the stockholder of the Company in substantially the same proportions as their ownership of the common stock of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(c)    Definition of “Good Reason.” For all purposes under this Agreement, “Good Reason” shall mean any of the following without Executive’s consent: (i) a material diminution in Executive’s authority, duties or responsibilities; (ii) a material reduction in Executive’s level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and Executive’s reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of Executive’s place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without Executive’s consent. For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (c), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits; and (3) any termination of employment under this provision must occur within eighteen (18) months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within twelve (12) months following the occurrence of a Change in Control, the Executive may assert Good Reason again subject to all of the conditions set forth herein.

(d)    Definition of “Qualifying Termination.” For all purposes under this Agreement, “Qualifying Termination” shall mean a Separation resulting from (i) the Company’s termination of the Executive’s employment for any reason other than Cause within twelve (12) months after a Change in Control or (ii) the Executive’s voluntary resignation of his or her employment for Good Reason between the date that is four (4) months following a Change in Control and the date that is twelve (12) months following a Change in Control, provided however, that the grounds for Good Reason may arise at any time within the twelve (12) months following the Change in Control.
(e)    Definition of Separation. For all purposes under this Agreement, “Separation” shall mean a “separation from service,” as defined in the regulations under Section 409A of the Code.

5.    Successors.


Exhibit 10.47
(a) Company’s Successors. The Company shall require any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets, by an agreement in substance and form satisfactory to the Executive, to assume this Agreement and to agree expressly to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets or which becomes bound by this Agreement by operation of law.

(b)    Executive’s Successors. This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

6.    Golden Parachute Taxes

(a)    Best After-Tax Result. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 6(a)(ii)(B) above applies, then based on the information provided to the Company by Independent Tax Counsel, the Company shall reduce or eliminate the Payments in the following order, until the amounts payable or distributable to Executive equals the Reduced Amount: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of equity awards other than stock options; (iii) cancellation of accelerated vesting of stock options; and (iv) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is reduced, such acceleration of vesting shall be cancelled in the reverse order of date of grant of the Executive’s equity awards. In the event that cash payments or other benefits are reduced, such reduction shall occur in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of Independent Tax Counsel’s determination under this Section. If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.

(b) Adjustments. If, notwithstanding any reduction described in Section 6(a) hereof (or in the absence of any such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within 120 days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 6(b), Executive shall pay the Excise Tax.

Exhibit 10.47

7.    Miscellaneous Provisions.

(a)    Other Severance Arrangements. This Agreement supersedes any and all cash severance arrangements on change in control under any prior separation, severance and salary continuation arrangements, programs and plans which were previously offered by the Company to the Executive, including change in control severance arrangements pursuant to an employment agreement or offer letter. In no event shall any individual receive cash severance benefits under both this Agreement and any other severance pay or salary continuation program, plan or other arrangement with the Company.

(b)    Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or deposited with Federal Express Corporation, with shipping charges prepaid. In the case of the Executive, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.
(c)    Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(d)    Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.

(e)    Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
(f)    No Retention Rights. Nothing in this Agreement shall confer upon the Executive any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any subsidiary of the Company or of the Executive, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason, with or without Cause.

(g)    Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California (other than their choice-of-law provisions).
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.




/s/ Merrie Williamson
image_0.jpg
                             Merrie Williamson





EQUINIX, INC.


Exhibit 10.47
/s/ Charles Meyers
image_1.jpg
By: Charles Meyers
Title: President & CEO

EX-21.1 16 eqix-33124xexhibit211.htm EX-21.1 Document

Exhibit 21.1


Subsidiaries of Equinix, Inc.

Entity Jurisdiction
Equinix Canada Holdings Limited British Columbia, Canada
Equinix (Australia) Enterprises Pty Limited Australia
Equinix Australia Pty Limited Australia
McLaren Pty Limited Australia
Metronode (ACT) Pty Limited Australia
Metronode (NSW) Pty Limited Australia
Metronode C1 Pty Limited Australia
Metronode Group Pty Limited Australia
Metronode Investments Pty Limited Australia
Metronode M2 Pty Ltd Australia
Metronode P2 Pty Limited Australia
MGH Pegasus Pty Ltd Australia
Equinix Australia National Pty Ltd Australia
Metronode S2 Pty Ltd Australia
MGH Bidco Pty Limited Australia
MGH Finco Pty Limited Australia
MGH Holdco Pty Ltd Australia
McLaren Unit Trust Australia
Equinix South America Holdings, LLC Delaware, U.S.
Equinix do Brasil Soluções de Tecnologia em Informática Ltda. Brazil
Equinix do Brasil Telecomunicações Ltda. Brazil
Equinix Colombia, Inc. Pte. Ltd. Singapore
Equinix (Bulgaria) Data Centers EOOD Bulgaria
Equinix (Canada) Enterprises Ltd. Ontario, Canada
Equinix Canada Ltd. Ontario, Canada
CHI 3, LLC Delaware, U.S.
Equinix (EMEA) Management, Inc. Delaware, U.S.
Equinix (US) Enterprises, Inc. Delaware, U.S.
Equinix LLC Delaware, U.S.
Equinix Pacific LLC Delaware, U.S.
Equinix Professional Services, Inc Delaware, U.S.
Equinix Government Solutions LLC Delaware, U.S.
Equinix RP II LLC Delaware, U.S.
Harbour Exchange Propco Limited United Kingdom
Infomart Dallas GP, LLC Delaware, U.S.
Infomart Dallas, LP Delaware, U.S.
LA4, LLC Delaware, U.S.
NY2 Hartz Way, LLC Delaware, U.S.
SV1, LLC Delaware, U.S.
Switch & Data Facilities Company LLC Delaware, U.S.


Switch & Data LLC Delaware, U.S.
Switch & Data MA One LLC Delaware, U.S.
Switch & Data WA One LLC Delaware, U.S.
Switch and Data NJ Two LLC Delaware, U.S.
Switch and Data Operating Company LLC Delaware, U.S.
CHI 3 Procurement, LLC Illinois, U.S.
VDC I, LLC Delaware, U.S.
VDC V, LLC Delaware, U.S.
CHI 8, LLC Delaware, U.S.
Equinix Hyperscale (LP) LLC Delaware, U.S.
Equinix Hyperscale (GP) LLC Delaware, U.S.
Equinix Services, Inc. Delaware, U.S.
Equinix Montreal Ltd. Ontario, Canada
Equinix (Finland) Enterprises Oy Finland
Equinix (Finland) Oy Finland
Equinix (France) Enterprises SAS France
Equinix (Real Estate) Holdings SC France
Equinix (Real Estate) SCI France
Equinix France SAS France
Equinix (Germany) Enterprises GmbH Germany
Equinix (Germany) GmbH Germany
Equinix (Real Estate) GmbH Germany
Upminster GmbH Germany
Equinix Hyperscale 1 (FR9) GmbH Germany
Equinix Hyperscale 1 (FR11) GmbH Germany
Equinix Hyperscale 1 (FR9) Enterprises GmbH Germany
Equinix Hyperscale 1 (FR11) Enterprises GmbH Germany
Equinix (Hong Kong) Enterprises Limited Hong Kong
Equinix Hong Kong Limited Hong Kong
Equinix (Ireland) Enterprises Limited Ireland
Equinix (Ireland) Limited Ireland
Equinix (Italia) Enterprises S.r.l. Italy
Equinix Italia S.r.l. Italy
Equinix (Japan) Enterprises K.K. Japan
Equinix (Japan) Technology Services K.K. Japan
Equinix Japan K.K. (in Kanji) Japan
Equinix Muscat LLC Oman
Equinix Middle East Services LLC Oman
Equinix (China) Investment Holding Co., Ltd.
(亿利互连(中国)投资有限公司)
 People’s Republic of China
Equinix Information Technology (Shanghai) Co., Ltd.
(亿利互连信息技术（上海）有限公司)
 People’s Republic of China
Equinix WGQ Information Technology (Shanghai) Co., Ltd.
(亿利互连(上海)通讯科技有限公司)
 People’s Republic of China
Equinix YP Information Technology (Shanghai) Co., Ltd.
(亿利互连数据系统(上海)有限公司)
 People’s Republic of China


Gaohong Equinix (Shanghai) Information Technology Co., Ltd
(高鸿亿利(上海)信息技术有限公司)
 People’s Republic of China
Equinix India Private Limited India
GPX India Services Private Limited India
Equinix (Poland) Technology Services sp. z o.o. Poland
Equinix (Poland) Enterprises sp. z o.o. Poland
Equinix (Poland) sp. z o.o. Poland
Equinix (West Africa) Services B.V. Netherlands
Equinix (Portugal) Data Centers, S.A. Portugal
Equinix II (Portugal) Enterprises Data Centers, Unipessoal Lda Portugal
Equinix Korea LLC Republic of Korea
Equinix (Singapore) Enterprises Pte. Ltd. Singapore
Equinix Asia Pacific Holdings Pte. Ltd. Singapore
Equinix Asia Pacific Pte. Ltd. Singapore
Equinix Singapore Holdings Pte. Ltd. Singapore
Equinix Singapore Pte. Ltd. Singapore
Equinix (Spain) Enterprises, S.L.U. Spain
Equinix (Spain), S.A.U. Spain
Equinix (Sweden) AB Sweden
Equinix (Sweden) Enterprises AB Sweden
Equinix (Switzerland) Enterprises GmbH Switzerland
Equinix (Switzerland) GmbH Switzerland
EMEA Hyperscale 1 C.V. Netherlands
Equinix Hyperscale 1 Holdings B.V. Netherlands
Equinix (EMEA) Acquisition Enterprises B.V. Netherlands
Equinix (EMEA) B.V. Netherlands
Equinix (Netherlands) B.V. Netherlands
Equinix (Netherlands) Enterprises B.V. Netherlands
Equinix (Netherlands) Holdings B.V. Netherlands
Virtu Secure Webservices B.V. Netherlands
Tussenlanen B.V. Netherlands
Equinix (EMEA) Hyperscale Services B.V. Netherlands
Equinix Turkey Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi Turkey
Equinix Turkey Enterprises Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi Turkey
Equinix Middle East FZ-LLC United Arab Emirates
Equinix Hyperscale 1 (LD11) Limited United Kingdom
Equinix (Services) Limited United Kingdom
Equinix (UK) Enterprises Ltd United Kingdom
Equinix (UK) Limited United Kingdom
Equinix Hyperscale 1 (France) Holdings SAS France
Equinix Hyperscale 1 (PA9) SAS France
Equinix Hyperscale 1 (PA8) SAS France
Equinix Hyperscale 1 (UK) Financing Limited United Kingdom
Equinix Hyperscale 1 (LD13) Limited United Kingdom
Equinix Hyperscale 1 (DB5) Limited Ireland


Equinix Hyperscale 1 (DB5) Enterprises Limited Ireland
Equinix Hyperscale 2 (ML7) S.r.l. Italy
Equinix (MA5) Limited United Kingdom
Equinix (Poland) Services sp. z o.o Poland
Equinix Hyperscale 2 (PA15) SAS France
Equinix Mexico Holdings, S. de R.L. de C.V. Mexico
Equinix MX Sales, S. de R.L. de C.V. Mexico
Equinix Queretaro, S. de R.L. de C.V. Mexico
Equinix MX Services, S.A. de C.V. Mexico
Contrato de Fideicomiso Irrevocable de Administración de Bienes Inmuebles número “CIB/3714” Mexico
Contrato de Fideicomiso Irrevocable de Administración Número “CIB/3933” Mexico
Equinix APAC 1 Hyperscale Holdings 1 Pte. Ltd. Singapore
Equinix APAC 1 Hyperscale Holdings 2 Pte. Ltd. Singapore
Equinix Hyperscale 1 GK Japan
Equinix Hyperscale 1 (TY12) GK Japan
Equinix Hyperscale 1 (TY12) Enterprises GK Japan
Equinix Hyperscale 1 (TY14) GK Japan
Equinix Hyperscale 1 (OS2) GK Japan
Equinix Hyperscale 1 (OS2) Enterprises GK Japan
Equinix Hyperscale 2 (FR10) GmbH Germany
Equinix Hyperscale 2 (SK5) AB Sweden
Equinix Hyperscale 1 (Japan) TMK Japan
Equinix Hyperscale 2 (FR16) GmbH Germany
Equinix Hyperscale 2 (PA12) SAS France
Equinix Hyperscale 2 (PA13) SAS France
Equinix Hyperscale (GP) Pte. Ltd. Singapore
Equinix APAC Hyperscale 1 (LP) LLC Delaware, U.S.
Equinix (APAC) Hyperscale Services Pte Ltd Singapore
APAC 1 Hyperscale LP Singapore
Equinix APAC 1 Hyperscale Holdings Pte. Ltd. Singapore
Equinix APAC Hyperscale 2 (LP) LLC Delaware, U.S.
Equinix Hyperscale 2 (GP) LLC Delaware, U.S.
Equinix Hyperscale 2 (LP) LLC Delaware, U.S.
Equinix Australia Real Estate Pty Ltd Australia
Equinix APAC Hyperscale 2 (GP) Pte. Ltd. Singapore
APAC Hyperscale 2 LP Singapore
Equinix APAC Hyperscale 2 Holdings 1 Pte. Ltd. Singapore
Equinix APAC Hyperscale 2 Holdings 2 Pte. Ltd. Singapore
Equinix Hyperscale 2 (SY9) Pty Limited Australia
Equinix Hyperscale 2 (SY10) Pty Limited Australia
Equinix Hyperscale 2 (Australia) Enterprises 1 Pty Limited Australia
Equinix Hyperscale 2 (Australia) Enterprises 2 Pty Limited Australia
Equinix Saudi for Information Technology LLC Saudi Arabia
Equinix Hyperscale 2 (WA4) sp. z o.o. Poland


Equinix Hyperscale 2 IL5 Data Merkezi Uretim Insaat Sanayi Ve Ticaret Limited Sirketi Turkey
Equinix Hyperscale 1 (Turkey) Holdings B.V. Netherlands
EMEA Hyperscale 2 C.V. Netherlands
Equinix Hyperscale 2 (MD3) S.L. Spain
Equinix Hyperscale 1 (LD11) Enterprises Limited United Kingdom
Equinix Hyperscale 2 (LDx) Limited United Kingdom
Equinix Hyperscale 2 Finco A B.V. Netherlands
Equinix Hyperscale 2 Finco B B.V. Netherlands
Equinix Hyperscale 2 (SP5) LTDA Brazil
Equinix Hyperscale 2 (SP7) LTDA Brazil
Equinix Hyperscale 2 (SP5) Enterprises LTDA Brazil
Equinix Hyperscale 2 (France) Holdings B.V Netherlands
PT Equinix Indonesia JKT Indonesia
Equinix Hyperscale 2 Holdings B.V. Netherlands
Equinix Hyperscale 2 Holdings 2 B.V. Netherlands
Equinix Hyperscale 2 Holdings A B.V. Netherlands
Equinix Hyperscale 2 Holdings B B.V. Netherlands
Equinix Hyperscale 2 Holdings C B.V. Netherlands
Equinix Hyperscale 2 Holdings D B.V. Netherlands
Equinix Colombia, Inc. Pte. Ltd. Sucursal Colombia Colombia
Equinix (APAC) Services Pte. Ltd. Singapore
Equinix Africa Investment LLC Delaware, U.S.
Equinix (West Africa) Acquisition Holdings B.V. Netherlands
Equinix (West Africa) Acquisition Enterprises B.V. Netherlands
Equinix Colombia (BG3) S.A.S Colombia
Equinix Security LLC Delaware, U.S.
Equinix India Professional Services Private Limited India
Equinix Hyperscale 2 (AM12) B.V. Netherlands
Equinix Chile SpA Chile
Equinix Chile Enterprises SpA Chile
Equinix Peru S.R.L. Peru
Equinix APAC Hyperscale 3 (GP) Pte. Ltd. Singapore
Equinix Hyperscale 2 (MD3) Enterprises SLU Spain
Equinix Hyperscale 2 (ML9) S.r.l. Italy
Equinix Hyperscale 2 (HE10) Oy Finland
Equinix Hyperscale 2 (HE10) Enterprises Oy Finland
MainOne Cable Company Ltd Mauritius
MainOne Cable Company Nigeria Limited Nigeria
Infraco Nigeria Limited Nigeria
MainData Nigeria Limited Nigeria
MainOne Cable Company (Ghana) Ltd Ghana
MainData Ghana Ltd Ghana
MainOne Cote D’Ivoire Cote D’Ivoire
MainOne Cable Company Portugal, S.A. Portugal
MainData Cote D’Ivoire Cote D’Ivoire


FiberAcess Nigeria Limited Nigeria
MainOne Company Nigeria LFZ Enterprise Nigeria
Maintecknosoft Ltd Ghana
Equinix Hyperscale 2 (FR10) Enterprises GmbH Germany
Equinix Hyperscale 2 (FR16) Enterprises GmbH Germany
APAC Hyperscale 3 Private Limited Singapore
Capitaland Korea No.8 Qualified Private Real Estate Investment Company Republic of Korea
Capitaland Korea No.9 Qualified Private Real Estate Investment Company Republic of Korea
Equinix APAC Hyperscale 3 LP Singapore
Equinix Hyperscale 3 (SL2) LLC Republic of Korea
Equinix Hyperscale 3 (SL3) LLC Republic of Korea
Equinix Korea Holdings LLC Republic of Korea
Equinix (Singapore) Realty Services Pte. Ltd. Singapore
Equinix (UK) Realty Services Limited United Kingdom
Equinix Malaysia Sdn Bhd Malaysia
PT Equinix Indonesia Hldgs Indonesia
Equinix Security (CU1) LLC Delaware, U.S.
Equinix Southeast Asia Pte. Ltd. Singapore
Equinix (South Africa) (Pty) Ltd. South Africa
Equinix (LD-A) Limited Jersey, United Kingdom
Equinix Hyperscale 2 (PA12) Enterprises SAS France
Equinix Hyperscale 2 (PA13) Enterprises SAS France
Equinix (Philippines) Services Inc. Philippines
Equinix Hyperscale Canada LP Limited Ontario, Canada
Equinix Hyperscale 4 (CL4) ULC British Columbia, Canada
Equinix (South Africa) Enterprises (Pty) Ltd. South Africa
Equinix Hyperscale 2 (FR12) GmbH Germany
Equinix Hyperscale 2 (ML7) Enterprises S.r.l. Italy
Equinix India Metal Private Limited India
Equinix Malaysia Enterprises Sdn. Bhd. Malaysia
Odyssey Solutions S.A.R.L. Ivory Coast
Equinix Services Colombia S.A.S Colombia
Equinix Hyperscale 2 (WA4) Enterprises sp. z.o.o. Poland
Equinix Europe 1 Financing Corporation LLC Delaware, U.S.
Equinix Hyperscale 2 (SV12) LLC Delaware, U.S.
Consorcio Equinix Brasil Brazil
Equinix AMER Hyperscale 2 (GP) LLC Delaware, U.S.
Equinix (Canada) Services Ltd. Ontario, Canada
Equinix AMER Hyperscale 2 (LP) LLC Delaware, U.S.
Equinix APAC Holdings Pte. Ltd. Singapore
Equinix AMER Hyperscale 2 LP Delaware, U.S.
Harbour Exchange Management Company Limited United Kingdom
Equinix Procurement (2024) LLC Delaware, U.S.
Equinix Hyperscale 2 (SV12) Enterprises Inc. Delaware, U.S.
Equinix Europe 2 Financing Corporation LLC Delaware, U.S.

EX-31.1 17 eqix-33124xexhibit311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles Meyers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equinix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Charles Meyers
Charles Meyers
Chief Executive Officer and President
Dated: May 8, 2024


EX-31.2 18 eqix-33124xexhibit312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Keith D. Taylor, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Equinix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Keith D. Taylor
Keith D. Taylor
Chief Financial Officer
Dated: May 8, 2024


EX-32.1 19 eqix-33124xexhibit321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equinix, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles Meyers, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Charles Meyers
Charles Meyers
Chief Executive Officer and President
May 8, 2024

EX-32.2 20 eqix-33124xexhibit322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Equinix, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith D. Taylor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Keith D. Taylor
Keith D. Taylor
Chief Financial Officer
May 8, 2024