Exhibit 10.1

EXECUTION VERSION

CONSULTING AND SEPARATION AGREEMENT

THIS CONSULTING AND SEPARATION AGREEMENT (the “ Agreement ”) is made and entered into as of July 27, 2016, by and among CoreSite Realty Corporation, a Maryland corporation (the “ Company ”), CoreSite, L.P., a Delaware limited partnership (the “ Operating Partnership ”), CoreSite., L.L.C., a Delaware limited liability company (“ CoreSite L.L.C .”), and Thomas Ray (“ Consultant ”) (each, a “ Party ” and, collectively referred to herein as the “ Parties ”).

RECITALS

A.                                     Consultant currently serves as President and Chief Executive Officer of the Company pursuant to that certain employment agreement with CoreSite, L.L.C., dated August 1, 2010 (the “ Employment Agreement ”).

B.                                     Consultant and the Company desire to effect an orderly and collaborative transition of Consultant’s role with the Company from that of President and Chief Executive Officer of the Company and member of the Board of Directors of the Company (the “Board”) to that of a non-employee consultant to the Company, effective as of September 10, 2016 (the “ Transition Date ”).  Consultant and the Company mutually desire that, effective as of the Transition Date, (i) the Employment Agreement will terminate, this Agreement will supersede and replace the Employment Agreement in its entirety, except with respect to Sections 5, 6 and 7 of the Employment Agreement, which shall survive the termination of the Employment Agreement and shall continue in effect, and (ii) Consultant will cease to be an employee of the Company and will thereupon become an independent contractor of the Company performing consulting services.

C.                                     Consultant desires to perform such services on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.                                       Resignation; Accrued Compensation .  Consultant hereby (a) resigns from his position as President and Chief Executive Officer of the Company, as a member of the Board, and from all other offices held with the Company and/or its affiliates, including, without limitation, the Operating Partnership and CoreSite L.L.C., and (b) terminates his employment with all such entities, in each case, effective as of the Transition Date.  For the avoidance of doubt, except as set forth in Section 7 hereto, the Date of Termination (as defined in the Employment Agreement) shall be the Transition Date.  The Parties acknowledge and agree that the termination of Consultant’s employment as of the Transition Date shall constitute a termination of employment by mutual agreement of the Parties and that, without limiting any other provision, Consultant shall (i) not be entitled to receive any severance payments, benefits or accelerated vesting pursuant to Section 4(c) or any other provision of the Employment Agreement or be entitled to any other compensation, payments, reimbursement, equity, stock, options, benefits and remuneration (other than as expressly contemplated by this Agreement) and

(ii) be entitled to the compensation, payments, reimbursement, equity, stock, options, benefits and remuneration expressly set forth in this Agreement.  As of the Transition Date, the Employment Agreement shall terminate and shall be of no further force and effect, and neither the Company nor Consultant shall have any further obligations pursuant thereto; provided, however, that Sections 5, 6 and 7 of the Employment Agreement shall survive the termination of the Employment Agreement and shall continue in full force and effect.  Upon the Transition Date, the Company shall pay to Consultant (i) all accrued but unpaid Base Salary (as defined in the Employment Agreement), if any, through the Transition Date, (ii) all reasonable travel and other business expenses in accordance with Section 2(f) of the Employment Agreement, which have accrued but have not been paid (if any), in each case, subject to any applicable withholding. Executive shall also be entitled to (i) all amounts accrued as of the Transition Date that arose from Executive’s participation in, or benefits accrued as of the Transition Date under, any employee benefit plans, programs or arrangements, which amounts or benefits shall be paid or provided in accordance with the terms and conditions of such employee benefit plans, programs or arrangements, including but not limited to accrued but unused vacation, and (ii)  subject to the terms of this Agreement (to the extent applicable), any equity interests or awards that vest on or before the Transition Date.  In addition, subject to and conditioned upon Consultant’s execution and delivery to the Company of the Release (as defined below) within 21 days following the Transition Date and non-revocation of such Release during any applicable revocation period and Consultant’s continued compliance with the terms and conditions of this Agreement, the Company shall pay to Consultant a cash bonus (the “ Pro-Rated Performance Bonus ”) as follows:

A.             $321,622 multiplied by the company bonus performance multiplier as determined under Company’s 2016 Executive Short-Term Incentive Plan (the “ 2016 Short-Term Incentive Plan ”), including the bonus payout grid, approved by the Board on March 2, 2016; plus

B.             $80,405

The Pro-Rated Performance Bonus shall be paid as set forth in the 2016 Short-Term Incentive Plan in cash in a single lump sum, subject to payroll taxes and tax withholding, on March 13, 2017 (the “ Performance Bonus Payment Date ”).  Notwithstanding anything contained in the 2016 Short-Term Incentive Plan, Consultant shall be entitled to payment of the Pro-Rated Performance Bonus notwithstanding the termination of his employment as President and Chief Executive Officer of the Company prior to the date the Pro-Rated Performance Bonus is made eligible for payment under the 2016 Short-Term Incentive Plan.

2.                                       Term .  The term of this Agreement shall be for a period commencing as of the Transition Date and ending on June 30, 2017 (the “ Consulting Period ”), unless this Agreement and the consulting relationship established hereby are earlier terminated as provided for herein.  Consultant shall not request or seek any extension of the Consulting Period.

3.                                       Services .

(a)                                  During the Consulting Period, Consultant, as an independent contractor and not as an employee, shall provide (i) such services as are reasonably necessary in order to support a smooth and orderly transition in the transfer of Consultant’s prior employment responsibilities to the new President and Chief Executive Officer of the Company or, at his direction, other employees of the Company, particularly including pending matters of which

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Consultant has the principal knowledge and background information, (ii) introductions to key investors, analysts and customers, as requested by the new President and Chief Executive Officer of the Company, and (iii) such other services as reasonably agreed to between Consultant and the new President and Chief Executive Officer of the Company, including, without limitation, reviewing iterative drafts of the 2017 budget prepared by the Company and the new President and Chief Executive Officer of the Company (the “Budget”), providing comments and suggestions to the new President and Chief Executive Officer of the Company regarding the Budget and providing guidance on the oversight of the Company’s in-process development projects (collectively, the “ Services ”).

(b)                                  Consultant shall devote such time as is reasonably necessary to perform such Services.  Consultant may perform any and all services under this Agreement by telephone and by email.  To the extent that Consultant performs the Services on the Company’s premises, Consultant’s primary office shall be located at the Company’s principal executive office at 1001 17th Street, Suite 500, Denver, Colorado 80202.  Consultant shall comply with all applicable policies and procedures of the Company in all material respects (including, without limitation, any technology use, confidentiality, insider trading and work authorization policies and procedures).

(c)                                   The Parties agree that Consultant’s engagement pursuant to this Agreement is non-exclusive, and during the Consulting Period, Consultant shall be entitled to perform or engage in any activity that is not prohibited by this Agreement, including any provision of the Employment Agreement incorporated herein.

(d)                                  Notwithstanding anything contained in this Agreement, Consultant does not have any authority to enter into agreements or contracts on behalf of the Company, and shall not represent that he possesses any such authority.

4.                                       Compensation for Services .  Subject to and conditioned upon Consultant’s execution and delivery to the Company of the release of claims in the form attached hereto as Exhibit A (the “ Release ”) within 21 days following the Transition Date and non-revocation of such Release during any applicable revocation period and Consultant’s continued compliance with the terms and conditions of this Agreement, including, without limitation, the confidentiality, non-disparagement and non-solicitation covenants described in Section 7 below:

(a)                                  During the Consulting Period, the Company shall pay Consultant a fee of $349,192 (the “ Consulting Fee ”).  The Consulting Fee shall be paid to Consultant in substantially equal installments (other than the first, which shall be prorated for the number of days in September that Consultant served as Consultant), payable within five business days of the last day of each month during the Consulting Period; provided, that in no event shall any portion of the Consulting Fee be paid to Consultant later than July 3, 2017, and any portion of the Consulting Fee that would otherwise be paid after July 3, 2017 (if any) shall instead be paid on July 3, 2017.  Notwithstanding the foregoing, in no event shall any portion of the Consulting Fee be paid to Consultant prior to the expiration of any revocation period applicable under the Release (and any amounts that would otherwise be paid prior to such expiration shall instead be paid on the next monthly payment date).

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(b)                                  Subject to Section 6(a) hereof, (i) each  performance-based restricted stock award (and related accrued dividends), award of restricted stock (and related accrued dividends) and stock option granted to Consultant under the Amended and Restated 2010 Incentive Award Plan (the “ Plan ”) of the Company and the Operating Partnership prior to the Transition Date that remains outstanding as of the Transition Date  shall, subject to Consultant’s continued provision of Services hereunder, remain outstanding and eligible to vest during the Consulting Period in accordance with its terms (other than any continued employment requirement), as contemplated by the Plan.  For the avoidance of doubt, through the Consulting Period (including any equity awards outstanding as of the Transition Date), a maximum of 38,118 performance-based restricted stock awards and related accrued dividends (subject to downward adjustment based on (i) the Company’s performance for fiscal 2016 and (ii) the Company’s cumulative performance for fiscal 2014 through fiscal 2016), 36,759 awards of restricted stock and related accrued dividends and 15,045 stock options granted to Consultant, in each case, under the Plan may vest in accordance with the preexisting vesting schedules attached hereto as Exhibit B and the terms and conditions of this Agreement (each, an “ Employment Award ”).

(c)                                   During the Consulting Period, the Company shall reimburse Consultant for reasonable business travel and other reasonable documented business expenses incurred in connection with Consultant’s provision of the Services.

5.                                       Termination of Awards .  Any and all equity awards granted to Consultant under the Plan that have not vested as of the termination of the Consulting Period shall be terminated and forfeited as of June 30, 2017, unless earlier terminated and forfeited in accordance with this Agreement or the Plan, as applicable, and Consultant shall have no further right to or interest in any such equity awards.  Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 6(b), any stock options granted to Consultant under the Plan that are vested and remain exercisable may be exercised by Consultant in accordance with the Plan on or prior to June 30, 2018; provided that no stock option may be exercised more than 10 years from the Grant Date (as defined in Exhibit A of the Employment Agreement).  Any and all stock options granted to Consultant under the Plan that have not been exercised or exchanged by June 30, 2018, shall be terminated and forfeited.

6.                                       Termination of Consultancy .  Either the Company or Consultant may terminate the Consulting Period and the consulting relationship established hereby at any time, for any reason, upon written notice to the other party, subject to the following requirements upon termination.

(a)                                  Termination Without Cause, or For Good Reason .  If the Consulting Period and the consulting relationship established hereby are terminated (i) by the Company without Cause (as defined below) or (ii) by Consultant for Good Reason (as defined below), then, subject to Consultant’s timely execution and delivery to the Company of a release within 21 days following the termination date and non-revocation of such release during any applicable revocation period, which release shall be substantially similar to the Release (and notwithstanding anything in Section 4 hereof to the contrary), (A) each Employment Award shall vest in full immediately prior to any such termination, (B) the Company shall pay the Pro-Rated Performance Bonus on the Pro-Rated Performance Bonus Payment Date and (C) the Company shall continue to pay the Consulting Fee in accordance with Section 4(a) hereof, provided,

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however, that the accelerated vesting and payment continuation contemplated by this Section 6(a) shall not occur or begin, as applicable, until any revocation period applicable under the Release has expired and, if the consideration and revocation periods span two calendar years, all such vesting and payments shall occur in the latter calendar year (and, in the case of the Consulting Fee, on or prior to June 30, 2017).  For the avoidance of doubt, upon a termination of the Consulting Period and Consultant’s Services hereunder pursuant to this Section, each Employment Award shall remain outstanding and eligible to vest during any Release consideration and revocation period.

(b)                                  Termination upon Death or Disability, or for Non-Performance .  If the Consulting Period and the consulting relationship established hereby are terminated (i) by reason of Consultant’s death or Disability (as defined below), or (ii) by the Company for Non-Performance, pursuant to Section 6(f)(i)(A) of the “Cause” definition below, then, subject to Consultant’s timely execution and delivery to the Company of a release within 21 days following the termination date and non-revocation of such release during any applicable revocation period, which release shall be in the form of the Release (and notwithstanding anything in Section 4 hereof to the contrary), (A) each Employment Award shall vest in full immediately prior to any such termination, (B) the Company shall pay the Pro-Rated Performance Bonus on the Pro-Rated Performance Bonus Payment Date and (C) the Company shall pay the Consulting Fee earned through the date of termination, but not yet paid to Consultant, and Consultant shall immediately forfeit all Consulting Fees payable with respect to periods of service following such termination; provided, however, that the accelerated vesting contemplated by this Section 6(b) shall not occur, as applicable, until any revocation period applicable under the Release has expired and, if the consideration and revocation periods span two calendar years, all such vesting shall occur in the latter calendar year.  For the avoidance of doubt, upon a termination of the Consulting Period and Consultant’s Services hereunder pursuant to this Section, each Employment Award shall remain outstanding and eligible to vest during any Release consideration and revocation period.

(c)                                   Termination For Cause (other than Non-Performance) or Without Good Reason .  If the Consulting Period and the consulting relationship are terminated by the Company for Cause (other than Non-Performance as defined by Section 6(f)(i)(A), below) or by Consultant without Good Reason, the Company shall pay to Consultant (i) any portion of the Consulting Fee that has been earned but unpaid through such date of termination, and (ii) the Pro-Rated Performance Bonus on the Pro-Rated Performance Bonus Payment Date.  Notwithstanding anything contained in this Agreement, Consultant shall immediately forfeit (i) all Consulting Fees payable with respect to periods of service following such termination date, and (ii) any and all then-unvested Company equity awards held by Consultant (including without limitation any Employment Awards) and Consultant shall have no further right to or interest in any such equity awards.

(d)                                  Return of Property; Inventions .

(i)                                      Upon the termination of the Consulting Period and Consultant’s Services hereunder for any reason, Consultant agrees to return to the Company all documents of the Company and its affiliates (and all copies thereof) and all other Company or Company affiliate property that Consultant has in his possession, custody or control.  Such property includes, without limitation:  (A) any materials of any kind that Consultant knows contain or embody any proprietary or confidential information of the Company or an affiliate of the

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Company (and all reproductions thereof), (B) computers (including, but not limited to, laptop computers, desktop computers and similar devices) and other portable electronic devices (including, but not limited to, tablet computers), cellular phones/smartphones, credit cards, phone cards, entry cards, identification badges and keys, (C) any correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the customers, business plans, marketing strategies, products and/or processes of the Company or any of its affiliates and any information received from the Company or any of its affiliates regarding third parties and (D) electronically stored information.

(ii)                                   All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Consultant may discover, invent or originate during the Consulting Period, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“ Inventions ”), shall be the exclusive property of the Company. Consultant shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. Consultant hereby appoints the Company as Consultant’s attorney-in-fact to execute on Consultant’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

(e)                                   Exclusivity of Benefits .  Except as expressly provided in this Agreement, the Company shall have no further obligations to Consultant upon termination of the Consulting Period and Consultant’s Services hereunder.

(f)                                    Definitions .  For purposes of this Agreement, the following definitions shall apply:

(i) “ Cause ” shall mean the occurrence of any one or more of the following events:

(A)  Consultant’s failure to substantially perform the Services (other than any such failure resulting from Consultant’s death or Disability) (“ Non-Performance ”);

(B)   Consultant’s material breach of this Agreement (other than Non-Performance);

(C) Consultant’s conviction, plea of no contest, plea of  nolo contendere , or imposition of unadjudicated probation for any felony;

(D) Consultant’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing Consultant’s duties and responsibilities under this Agreement; or

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(E)  Consultant’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or any of its affiliates; provided that   no act or failure to act on the part of Consultant shall be considered “willful” unless it is done, or omitted to be done, by Consultant in bad faith or without reasonable belief that Consultant’s action or omission was in the best interests of the Company. Any act or failure to act, based upon written authority issued by the President and Chief Executive Officer of the Company shall be conclusively presumed to be done, or omitted to be done, by Consultant in good faith and in the best interests of the Company

Notwithstanding the foregoing, in the case of clauses (A) and (B)  above, no Cause will have occurred unless and until the Company has: (a) provided Consultant, within 60 days of the Company’s knowledge of the occurrence of the facts and circumstances underlying the Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (b) provided Consultant with an opportunity to cure the same within 30 days after the receipt of such notice. If Consultant fails to cure the same within such 30 days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. For the avoidance of doubt, Consultant’s death or Disability shall not constitute “Cause” hereunder.

(ii)                                   “ Disability ” shall mean Consultant’s inability to perform, with or without reasonable accommodation, the essential functions of Consultant’s Services hereunder for a total of three months (unless a longer period is required by applicable law) during any six-month period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its insurers and acceptable to Consultant or Consultant’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed.  Any refusal by Consultant to submit to a medical examination for the purpose of determining Disability shall be deemed to constitute conclusive evidence of Consultant’s Disability.

(iii)                                “ Good Reason ” shall mean the Company’s material breach of the Company’s obligations under this Agreement; provided that, no Good Reason will have occurred unless and until Consultant has: (a) provided the Company, within 60 days of Consultant’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice. If the Company fails to cure the same within such 30 days, then the termination shall be deemed to occur as of the expiration of the 30-day cure period.

7.                                       Reaffirmation of Prior Agreements .  The parties acknowledge and agree that Consultant previously made certain representations, warranties and covenants with respect to (i) confidential information and (ii) competition and non-solicitation as set forth in Sections 5 and 6 of the Employment Agreement.  Notwithstanding anything contained in this Agreement, Consultant hereby reaffirms the representations, warranties and covenants set forth in Sections 5 and 6 of the Employment Agreement and acknowledges and agrees that the provisions of Sections 5 and 6 of the Employment Agreement shall survive the termination of Consultant’s employment with the Company and shall remain in full force and effect and that Consultant shall

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be bound by their terms and conditions; provided that, the Restriction Period (as defined in Section 5(d) of the Employment Agreement) shall end on the date that is at the conclusion of 12 months following the termination of the Consulting Period.  Notwithstanding anything to the contrary in this Agreement or Sections 5, 6, and 7 of the Employment Agreement, Consultant’s continuing confidentiality obligations under the Employment Agreement do not prohibit him from disclosing Confidential Information (as defined in the Employment Agreement) to a federal, state or local government official or to an attorney for the purpose of reporting or investigating a violation of law or in a court filing under seal.  Accordingly, Consultant hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, he has been advised that he has immunity from being held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8.                                       Cooperation; Press Release .  In addition to the Services (and without further compensation), Consultant agrees that, following the Transition Date and for 12 months following the termination of the Consulting Period, Consultant will use commercially reasonable efforts to participate in any depositions, interviews or testimony to the extent reasonably requested by the Company, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters that (a) were within the scope of Consultant’s duties and responsibilities to the Company and its affiliates during employment with the Company and (b) other members of management of the Company do not have sufficient information to provide necessary facts.  The Company and Consultant agree to issue a press release regarding Consultant’s termination of employment and transition to a consulting role substantially in the form attached hereto as Exhibit C .

9.                                       Mutual Non-Disparagement .  Consultant agrees, during the Consulting Period and through December 31, 2018, to refrain from disparaging the Company and its affiliates, including any of its services, technologies or practices, or any of its directors, officers, agents, representatives or stockholders, either orally or in writing. The Company agrees, during the Consulting Period and through December 31, 2018, the Company and its officers and directors will refrain from disparaging Consultant.  Nothing in this paragraph shall preclude Consultant, the Company or the Company’s directors, officers, employees, agents, representatives or stockholders from making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process, or to otherwise assert its or his rights under this Agreement or otherwise against each other.

10.                                Representations; Warranties; and Covenants .

(a)                                  Consultant represents and warrants that Consultant has no outstanding agreement, relationship or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from performing hereunder or complying with the provisions hereof, and further agrees that Consultant will not enter into any such conflicting agreement or relationship during the Consulting Period (except as may be permitted pursuant to Section 3(c) hereof).  During the Consulting Period, Consultant agrees to comply with the (i) Amended and Restated CoreSite Realty Corporation Insider Trading Policy, approved December 

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4, 2014 (the “ Insider Trading Policy ”), and (ii) any applicable ethics policy and business conduct policy of the Company, but may adopt a Section 10b5-1 trading plan consistent with such obligations.  The Company shall evaluate all trading requests by Consultant under the Insider Trading Policy in good faith and in a manner no less favorable than requests made under the Insider Trading Policy by then-current employees of the Company.  For purposes of the Insider Trading Policy, during the Consulting Period Consultant shall be deemed to be an “officer.”  Consultant agrees that during the Consulting Period Consultant shall own vested common stock, par value $0.01 per share, of the Company in an amount not less than the lesser of (a) 34,000 shares and (b) the number of shares correlating to a market value of not less than $2,900,000.

(b)                                  Consultant agrees to not use Proprietary Information (as defined in Section 6 of the Employment Agreement) and Inventions (as defined in Section 7 of the Employment Agreement) during the Consulting Period for personal gain or take advantage of any business opportunities that arise as a result of this Agreement in which the Company has an interest or bona fide expectancy.

(c)                                   Consultant hereby acknowledges (i) that Consultant has consulted with or has had the opportunity to consult with independent counsel of Consultant’s own choice concerning this Agreement, and has been advised to do so by the Company, and (ii) that Consultant has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on Consultant’s own judgment.

11.                                Independent Contractor .  Consultant expressly acknowledges and agrees that, as of the Transition Date, he is solely an independent contractor and shall not be construed to be an employee of the Company in any matter under any circumstances or for any purposes whatsoever.  Except as expressly contemplated by this Agreement, the Company shall not be obligated to (a) pay on the account of Consultant any unemployment tax or other taxes required under the law to be paid with respect to employees, (b) withhold any monies from the fees of Consultant for income tax purposes or (c) provide Consultant with any benefits, including without limitation, health, welfare, pension, retirement, or any kind of insurance benefits, including workers’ compensation insurance.  Notwithstanding Consultant’s status as an independent contractor of the Company, the Company shall withhold such taxes as are required by law from the amounts payable hereunder, including, without limitation, the Pro-Rated Performance Bonus and the relevant portion of any Company equity award as compensation for service as an employee of the Company prior to the Transition Date.  Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement, and to pay any applicable income, self-employment and other taxes thereon.  Consultant and the Company hereby acknowledge and agree that this Agreement does not impose any obligation on the Company to offer employment or Board membership to Consultant at any time.  Consultant further represents and warrants that he will in good faith attempt to file or have filed all required forms and necessary payments appropriate to Consultant’s tax status as an independent consultant and shall not claim any other status.  Consultant shall indemnify and hold the Company harmless from all costs which the Company may incur as a result of litigation initiated by Consultant determining a change of status, to the extent that Consultant receives any financial benefit from such determination.  In the event that Consultant initiates a process to change his status for income tax purposes, Consultant agrees to hold the Company harmless from all costs, including legal fees, which the Company may incur as a result of such change in status.  The Company shall indemnify and hold Consultant harmless

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from all costs which Consultant may incur as a result of litigation initiated by the Company determining a change of status.  In the event that the Company initiates a process to change Consultant’s status for income tax purposes, the Company agrees to hold Consultant harmless from all costs, including legal fees, which Consultant may incur as a result of such change in status.

12.                                Assignment .  This Agreement and the rights and duties hereunder are personal to Consultant and shall not be assigned, delegated, transferred, pledged or sold by Consultant without the prior written consent of the Company.  Consultant hereby acknowledges and agrees that the Company may assign, delegate, transfer, pledge or sell this Agreement and the rights and duties hereunder (a) to an affiliate of the Company, or (b) to any third party (i) that acquires all or substantially all of the assets of the Company or (ii) that is the surviving or acquiring corporation in connection with a merger, conversion, consolidation or other acquisition involving the Company.  This Agreement shall inure to the benefit of and be enforceable by the parties hereto, and their respective heirs, personal representatives, successors and assigns.

13.                                Injunctive Relief .

(a)                                  It is recognized and acknowledged by Consultant that a breach of the covenants contained in Sections 6(d), 7 and 9 hereof (and any provision of the Employment Agreement referenced therein) will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Consultant agrees that in the event of a breach of any of the covenants contained in in Sections 6(d), 7 and 9 hereof (and any provision of the Employment Agreement referenced therein), in addition to any other remedy which will be available at law or in equity, the Company will be entitled to seek specific performance and injunctive relief.

(b)                                  It is recognized and acknowledged by the Company that a breach of the covenant contained in Section 9 will cause irreparable damage to Consultant, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Company agrees that in the event of a breach of the covenant contained in Section 9, in addition to any other remedy which may be available at law or in equity, Consultant will be entitled to seek specific performance and injunctive relief.

14.                                Notices .  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Consultant :  at Consultant’s most recent address on the records of the Company with a copy to.

Thomas Ray

15348 Spruce Street

Broomfield, CO  80023

If to the Company and/or the Operating Partnership :

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CoreSite Realty Corporation

1001 17th Street, Suite 500

Denver, CO 80202

Attention: General Counsel

with a copy to:

Venable LLP

750 E. Pratt Street, Suite 900

Baltimore, MD 21202

Attn:  Michael D. Schiffer

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

15.                                Section 409A .  This Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and Department of Treasury regulations and other interpretive guidance issued thereunder (“ Section 409A ”), and it shall be interpreted and administered in accordance with such intent.  Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Consultant to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, reasonably necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (a) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (b) comply with the requirements of Section 409A; provided, however, that this Section 15 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.  Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments.  To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.  The parties intend and agree that Consultant experienced a “separation from service” from the Company within the meaning of Treasury Regulation Section 1.409A-1(b)(h)(2) upon the Transition Date.  If any compensation to be paid to Consultant under Section 6 as a result of the termination of the consultancy, the consulting relationship or the Consulting Period is “nonqualified deferred compensation” subject to Section 409A, such terms in relation to the consultancy shall have the same meaning as a “separation from service” from the Company within the meaning of Treasury Regulations Section 1.409A-1(b)(h)(2).  Any payments or benefits that are “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A.

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16.                                Withholding .  The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold.  The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

17.                                Survival .  Section 6(d) (Return of Property; Inventions), Section 7 (Reaffirmation of Prior Agreements) (incorporating by reference Sections 5, 6 and 7 of the Employment Agreement), Section 8 (Cooperation), Section 9 (Mutual Non-Disparagement) Section 10 (Representations; Warranties; and Covenants), Section 11 (Independent Contractor) and Sections 13-23 hereof shall survive any termination of this Agreement and shall continue in effect.

18.                                Governing Law .  This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Colorado, without reference to the principles of conflicts of law of the State of Colorado or any other jurisdiction, and where applicable, the laws of the United States.

19.                                Entire Agreement; Counterparts .  Effective as of the Transition Date, this Agreement, the Release and any applicable equity award agreements as modified hereby, constitutes the complete and final agreement of the parties and supersede any prior agreements between them, whether written or oral, with respect to the subject matter hereof.  Without limiting the generality of the foregoing, Consultant hereby agrees that as of the Transition Date, the Employment Agreement is hereby terminated and shall be of no further force or effect, except for Sections 5, 6 and 7 thereof (as modified by this Agreement), which shall survive such termination.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.

20.                                Amendments; Waivers . This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Consultant and a duly authorized officer of Company. By an instrument in writing similarly executed, Consultant or a duly authorized officer of the Company may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

21.                                Arbitration .  Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by a binding arbitration process administered by JAMS/Endispute in Denver, Colorado. Such arbitration shall be conducted in accordance with the then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (a) the Company and Consultant shall work together in good faith to together select one arbitrator; provided that, if the Company and Consultant are not able to together select one arbitrator within 10 days after using such good faith efforts, one arbitrator shall be chosen by JAMS/Endispute; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; provided that, in the event that the JAMS/Endispute rules, any express statutory provisions, or controlling case law conflicts with this allocation and requires

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the payment of administrative costs of arbitration by the Company, the administrative costs of arbitration will be paid by the Company; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and expenses; provided that, the prevailing party (or substantially prevailing party, as determined by the arbitrator) shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party, and the expenses and fees of the arbitrator and expenses of the arbitration shall be paid by the unsuccessful party (or substantially unsuccessful party, as determined by the arbitrator). The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties. If JAMS/Endispute no longer exists or is otherwise unavailable, the Parties agree that the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“ AAA ”) shall administer the arbitration in accordance with its then-existing rules. In such event, all references herein to JAMS/Endispute shall mean AAA.  Notwithstanding the foregoing, Consultant and the Company each have the right to resolve any issue or dispute over intellectual property rights or Section 7 of this Agreement (incorporating by reference Sections 5, 6 and 7 of the Employment Agreement) by Court action instead of arbitration.

22.                                Construction .  This Agreement shall be deemed drafted equally by both the Parties. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any Party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

23.                                Severability .  The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

[ SIGNATURE PAGE FOLLOWS ]

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IN WITNESS WHEREOF, Consultant has hereunto set Consultant’s hand and, pursuant to the authorization from the Board, each of the Company and the Operating Partnership, has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

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EXHIBIT A

GENERAL RELEASE

FOR VALUABLE CONSIDERATION , the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby agree as follows:

1.                                       Release of Claims . The undersigned agrees that the consideration set forth in the Consulting and Separation Agreement (the “ Consulting and Separation Agreement ”; capitalized terms used but not defined in this Release (as defined below) shall have the meanings set forth in the Consulting and Separation Agreement) to which this general release (this “ Release ”) is an Exhibit, represents settlement in full of all outstanding obligations owed to the undersigned by  CoreSite Realty Corporation, a Maryland corporation (the “ Company ”), any of its direct or indirect subsidiaries and affiliates (including, without limitation, the Operating Partnership and CoreSite, L.L.C.), and any of their current and former officers, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “ Releasees ”).  The undersigned, on his own behalf and on behalf of any of undersigned’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, successors and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that undersigned may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date (as defined in Section 6 below) of this Release, including, without limitation:

(a)                                  any and all claims relating to or arising from the undersigned’s employment, service or consulting relationship with the Company or any of its direct or indirect subsidiaries or affiliates and the termination of those relationships;

(b)                                  any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(c)                                   any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the

Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; Dodd—Frank Wall Street Reform and Consumer Protection Act;

(d)                                  any and all claims for violation of the federal or any state constitution;

(e)                                   any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and

(f)                                    any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by the undersigned as a result of the undersigned’s Employment Agreement (as defined in the Consulting and Separation Agreement); and

(g)                                   any and all claims for attorneys’ fees and costs.

The undersigned agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not release (A) claims that cannot be released as a matter of law, including, but not limited to, the undersigned’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that the undersigned’s release of claims herein bars the undersigned from recovering such monetary relief from the Company or any Releasee), (B) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, (C) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, (D) claims to any benefit entitlements vested as of the date of separation of the undersigned’s employment pursuant to any employee benefit plan of the Company or its affiliates, (E) claims arising under the Consulting and Separation Agreement, (F) any and all rights of the undersigned to indemnification, advancement of expenses or reimbursement under applicable law, the Indemnification Agreement, dated as of            , 20  , by and between the Company and the undersigned or the charter and Bylaws of the Company in effect on the date hereof, and (G) any rights of the undersigned under the Company’s or its affiliates’ or successors’ D&O policy(ies).

2.                                       Acknowledgment of Waiver of Claims under ADEA.   The undersigned understands and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ ADEA ”), and that this waiver and release is knowing and voluntary. The undersigned understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Release. The undersigned understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which the undersigned was already entitled. The undersigned further understands and acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Release; (b) he has 21 days within which to consider this Release; (c) he has 7 days following his execution of this Release to revoke this Release; (d) this Release shall not be effective until after the revocation period has expired; and (e) nothing in this Release prevents or precludes the undersigned from

challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event the undersigned signs this Release and returns it to the Company in less than the 21 day period identified above, the undersigned hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Release.

3.                                       Severability . In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Release shall continue in full force and effect without said provision or portion of provision.

4.                                       No Oral Modification . This Release may only be amended in a writing signed by the undersigned and a duly authorized officer of the Company.

5.                                       Governing Law; Dispute Resolution . This Release shall be subject to the provisions of Sections 18 and 21 of the Consulting and Services Agreement.

6.                                       Effective Date . The undersigned has seven days after the undersigned signs this Release to revoke it and this Release will become effective on the eighth day after the undersigned signed this Release, so long as it has been signed by the undersigned and has not been revoked by the undersigned before that date (the “ Effective Date ”).

7.                                       Voluntary Execution of Agreement . The undersigned understands and agrees that he executed this Release voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Company and any of the other Releasees. The Release acknowledges that: (a) he has read this this Release; (b) he has not relied upon any representations or statements made by the Company that are not specifically set forth in this Release; (c) he has been represented in the preparation, negotiation, and execution of this Release  by legal counsel of his own choice or has elected not to retain legal counsel; (d) he understands the terms and consequences of this Release and of the releases it contains; and (e) he is fully aware of the legal and binding effect of this Release.

IN WITNESS WHEREOF, the undersigned executed this Release on the date set forth below.

(1)          2014 and 2015 Tranches are actual amounts earned and banked. 2016 and 2014-2016 are projected at maximum based on performance through June 30, 2016.

(2)          Final award to be certified and determined by the Compensation Committee in its sole discretion.

EXHIBIT C

[Press Release]

Exhibit 10.2

Execution Version

Employment Agreement

This Employment Agreement, (the “ Agreement ”), is entered into by and between CoreSite, L.L.C., a Delaware limited liability company (“ CoreSite ” and, together with any of its successors or assigns, the “ Company ”), and Paul E. Szurek (the “ Executive ”) (each, a “ Party ” and, collectively referred to herein as the “ Parties ”) on July 27, 2016 and shall become effective on September 10, 2016 (the “ Effective Date ”).

RECITALS

A.                                     It is the desire of the Company to assure itself of the services of Executive by entering into this Agreement.

B.                                     Executive and the Company mutually desire that Executive provide services to the Company and its affiliates, including, without limitation, CoreSite Realty Corporation, a Maryland corporation (the “ REIT ”), and CoreSite, L.P., a Delaware limited partnership (the “ Operating Partnership ”) (collectively, the “ Company Group ”), on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the Parties hereto agree as follows:

1.                                       Employment .

(a)                                  General . The Company shall employ Executive and Executive shall enter the employ of the Company, for the period and in the position set forth in this Section 1 , and upon the other terms and conditions herein provided.

(b)                                  Employment Term . The term of employment under this Agreement (the “ Term ”) shall be for the period beginning on the Effective Date and ending on the first anniversary thereof, subject to earlier termination as provided in Section 3. The Term shall automatically renew for additional one (1) year periods unless no later than ninety (90) days prior to the end of the otherwise applicable Term either party gives written notice of non-renewal (“ Notice of Non-Renewal ”) to the other, in which case Executive’s employment will terminate at the end of the then-applicable Term or any other date set by the Company in accordance with Section 3 and subject to earlier termination as provided in Section 3.

(c)                                   Position and Duties . Executive shall serve as the President and Chief Executive Officer of the Company Group, with such customary responsibilities, duties and authority as may from time to time be assigned to Executive by the board of directors of the REIT (the “ Board ”). Executive shall report to the Board. Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company Group.  This is not intended to prohibit Executive from serving on the board of directors of one other publicly traded

company, as long as such company does not compete with the Company, and the Board, in its reasonable discretion, approves of such service .  Executive agrees to observe and comply with the rules and policies of the Company Group as adopted by the Company Group from time to time.

2.                                       Compensation and Related Matters .

(a)                                  Base Salary . During the Term, Executive shall receive a base salary at a rate of $580,000 per annum (the “ Base Salary ”), which shall be paid in accordance with the customary payroll practices of the Company.  Such Base Salary shall be reviewed (and may be adjusted upward) from time to time by the Board or the Compensation Committee (the “ Committee ”) of the Board, in each case, in its sole discretion.

(b)                                  Bonus .

(i)                                      During the Term, Executive shall be eligible to receive an annual performance-based bonus upon the achievement of certain performance goals determined by the Board or the Committee (the “ Performance Bonus ”). Executive’s annual target bonus opportunity shall initially be $580,000, and may be increased in subsequent years in the sole discretion of the Board or the Committee. The actual amount of Executive’s annual Performance Bonus may, in the discretion of the Board or the Committee, be higher or lower than the target amount and shall be based upon the Company’s level of achievement of such performance goals, as determined by the Board or the Committee, in each case, in its discretion, and in accordance with the Company’s annual bonus plan applicable to Executive, as in effect from time to time. Any Performance Bonus payable pursuant to this Section 2(b) shall be paid to Executive in the calendar year following the calendar year to which the Performance Bonus relates and in which it is earned, provided that for calendar year 2016, any Performance Bonus shall be by March 15, 2017.

(ii)                                   Within 5 days following the Effective Date, the Company shall pay to Executive a cash bonus in an amount equal to $250,000.

(c)                                Equity Incentive Plans . Executive shall be entitled to receive an initial equity award, the details of which are set forth more fully in Exhibit A attached hereto (the “ Initial Equity Award ”). In addition, during the Term, Executive shall be eligible to participate in any equity incentive plan or plans that may be adopted by the Company Group from time to time, and shall be eligible to receive additional awards under such plan, as determined by the Board or the Committee, in each case, in its sole discretion.

(d)                                  Benefits . During the Term, Executive shall be eligible to participate in group employee benefit plans, programs and arrangements of the Company, as may be amended from time to time, which are generally applicable to similarly-situated executives of the Company Group. This currently includes, but is not limited to, Company-paid on-site parking for all employees; alternately, employees who commute to work via public transportation are eligible for reimbursement.

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(e)                                   Vacation . During the Term, Executive shall be entitled to paid vacation in accordance with Level 3 of the Company’s vacation policy, as it may be amended from time to time, which shall be prorated during Executive’s first year of service based on Executive’s start date. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive.

(f)                                    Expenses . During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement policy, interpreted consistent with Section 11(l)(v) of this Agreement.

(g)                                   Key Person Insurance . At any time during the Term, the Company shall have the right to insure the life of Executive for the Company’s sole benefit. The Company shall have the right to determine the amount of insurance and the type of policy. Executive shall reasonably cooperate with the Company in obtaining such insurance by submitting to physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier. Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy. The results of any physical examination of Executive performed pursuant to the terms hereof shall be made available to Executive and shall only be disclosed to the Board with the prior written consent of Executive. Except for the purposes of determining whether a Disability exists, the Company shall not permit the results of any physical examination of Executive performed pursuant to the terms hereof to have any effect on any employment decisions pertaining to Executive, and the Company hereby agrees and acknowledges that such results shall not have any such effect.

(h)                                  Housing/Relocation . The Company shall provide Executive with corporate housing in the Denver, Colorado metropolitan area for a period of up to six (6) months. Upon Executive’s permanent relocation to the Denver, Colorado metropolitan area, the Company shall reimburse Executive for all reasonable and customary expenses of relocating, including reasonable packing, moving and storage costs for the relocation of the personal property of Executive and his immediate family, house-hunting travel expenses for Executive and his immediate family and the reasonable closing costs in connection with the sale of Executive’s current primary residence and the purchase of a new primary residence in connection with his relocation to the Denver, Colorado metropolitan area, including typical and customary brokers’ commissions, title fees, attorneys fees, transfer taxes and all other fees and charges related to closing but excluding any taxes on sale and purchase, down-payment, mortgage points or similar costs.

3.                                       Termination .

Executive’s employment hereunder may be terminated by the Company or Executive, as applicable, without any breach of this Agreement under the following circumstances:

(a)                                  Circumstances .

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(i)                                      Death . Executive’s employment hereunder shall terminate upon Executive’s death.

(ii)                                   Disability . If Executive has incurred a Disability, as defined below, the Company may terminate Executive’s employment.

(iii)                                Termination for Cause . The Company may terminate Executive’s employment for Cause, as defined below.

(iv)                               Termination without Cause. The Company may terminate Executive’s employment without Cause.

(v)                                  Resignation from the Company Without Good Reason. Executive may resign Executive’s employment with the Company without Good Reason, as defined below.

(vi)                               Resignation from the Company With Good Reason. Executive may resign Executive’s employment with the Company with Good Reason within 90 days following the occurrence of a Good Reason event.

(vii)                            Non-extension of Term by the Company. The Company may give notice of non-extension to Executive pursuant to Section 1.

(viii)                         Non-extension of Term by Executive. Executive may give notice of non-extension to the Company pursuant to Section 1.

(b)                                  Notice of Termination . Any termination of Executive’s employment by the Company or by Executive under this Section 3 (other than termination pursuant to paragraph (a)(i)) shall be communicated by a written notice to the other party hereto (i) indicating the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifying a Date of Termination which, if submitted by Executive, shall be at least sixty (60) days following the date of such notice (a “ Notice of Termination ”); provided, however, that in the event that Executive delivers a Notice of Termination to the Company, the Company may, in its sole discretion, change the Date of Termination to any date that occurs following the date of Company’s receipt of such Notice of Termination and is prior to the date specified in such Notice of Termination. A Notice of Termination submitted by the Company may provide for a Date of Termination on the date Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion.  The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder. The failure by Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing Executive’s rights hereunder.

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(c)                                   Company Obligations upon Termination . Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid to Executive; (iii) any expenses owed to Executive pursuant to Section 2(f); (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, equity incentive plans, programs or arrangements, including but not limited to accrued but unused vacation (collectively, the “ Company Arrangements ”); and (v) any equity interests or awards that vested on or before the Date of Termination. Except as otherwise expressly required by law ( e.g ., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as applicable.

(d)                                  Deemed Resignation . Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company Group. The Company hereby agrees that, upon termination of Executive’s employment for any reason, it shall not terminate, amend, waive or otherwise modify any rights Executive has with respect to indemnification, reimbursement, and subrogation pursuant to the Company Group’s organizational documents, the Company Group’s directors’ and officers’ insurance policy, or otherwise, without Executive’s prior written consent, unless the Company provides equivalent or more favorable rights under substantially similar arrangements or agreements.

4.                                       Severance Payments .

(a)                                  Termination Upon Death or Disability . If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), Executive shall receive, in addition to the payments provided for in Section 3(c), the following:

(i)                                      An amount equal to Executive’s target Performance Bonus amount for the calendar year in which such termination occurs, multiplied by a fraction, the numerator of which is the number of months in such year during which Executive was employed prior to termination and the denominator of which is twelve (12), which amount shall be paid on the First Pay Date (defined below);

(ii)                                   Accelerated vesting, effective as of immediately prior to Executive’s Separation from Service (defined below), of all outstanding equity awards Executive holds that would have vested solely based on the passage of time ( e.g. , equity awards with vesting based on performance will not vest) through the end of the twelve

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(12) month anniversary from the date of death or the Date of Termination as a result of a determination that Executive has a Disability pursuant to Section 3(a)(ii); and

(iii)                                any equity awards held by Executive as of the Date of Termination shall, subject to earlier termination upon a Change of Control or other extraordinary corporate transaction in accordance with the terms of the applicable equity plan, remain outstanding until at least one (1) year following the Date of Termination (subject to a maximum term of ten years from the date of grant), and shall otherwise remain subject to all of the terms and conditions applicable to such equity awards.

(b)                                  Termination for Cause, Resignation from the Company Without Good Reason, or Non-extension of Term by Executive . If Executive’s employment shall terminate pursuant to Section 3(a)(iii) for Cause, pursuant to Section 3(a)(v) for Executive’s resignation from the Company without Good Reason, or pursuant to Section 3(a)(viii) due to non-extension of the Term by Executive, Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

(c)                                   Termination without Cause, Resignation from the Company With Good Reason or Non-extension of the Term by the Company . If Executive’s employment shall terminate without Cause pursuant to Section 3(a)(iv), with Good Reason pursuant to Section 3(a)(vi) or due to non-extension of the Term by the Company pursuant to Section 3(a)(vii), then, subject to Executive signing on or before the 21st day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims in the form attached as Exhibit B to this Agreement (the “ Release ”), and Executive’s continued compliance with Sections 5 and 6 and the interpretation rules set forth in Section 11(l), Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following:

(i)                                      Continued payment of Executive’s Base Salary in effect on the Date of Termination (unless prior to such Date of Termination Executive’s Base Salary was reduced by more than 10% of the Base Salary in effect prior to such reduction, in which case Base Salary shall be determined based upon the rate in effect prior to such reduction less 10% if such reduction is implemented in connection with a contemporaneous reduction in base salaries affecting other senior executive officers of the Company), payable in the form of salary continuation in regular installments over the eighteen (18) month period following the date of Executive’s Separation from Service (the “ Severance Period ”) in accordance with the Company’s normal payroll practices;

(ii)                                   if Executive elects to receive continued healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), the Company shall directly pay, or reimburse (within 10 days of the end of each month for which reimbursement is claimed) Executive for, the COBRA premiums for Executive and Executive’s covered dependents during the period commencing on Executive’s Separation from Service and ending upon the earliest of (A) the last day of the Severance Period, (B) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (C) the date Executive and Executive’s covered dependents become eligible to receive healthcare coverage from Executive’s subsequent

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employer (such healthcare continuation premiums shall be provided in the form of taxable reimbursements to Executive if necessary to avoid inclusion in taxable income by Executive of the value of in-kind benefits, in which event Company shall pay to Executive, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income);

(iii)                                a lump sum payment in cash on the First Pay Date of an amount equal to Executive’s target Performance Bonus amount for the calendar year in which such termination occurs, multiplied by a fraction, the numerator of which is the number of months in such year during which Executive was employed prior to termination and the denominator of which is twelve (12);

(iv)                               accelerated vesting, effective as of immediately prior to Executive’s Separation from Service, of all outstanding equity awards that would have vested solely based on the passage of time ( e.g. , equity awards with vesting based on performance will not vest) if Executive had remained employed with the Company or any of its affiliates through the end of the Severance Period; and

(v)                                  any equity awards held by Executive as of the Date of Termination shall, subject to earlier termination upon a Change of Control or other extraordinary corporate transaction in accordance with the terms of the applicable equity plan, remain outstanding until at least one (1) year following the Date of Termination (subject to a maximum term of ten years from the date of grant), and shall otherwise remain subject to all of the terms and conditions applicable to such equity awards.

(d)                                  Termination following Change in Control . If Executive’s employment shall terminate without Cause pursuant to Section 3(a)(iv), with Good Reason pursuant to Section 3(a)(vi) or pursuant to Section 3(a)(vii) due to non-extension of the Term by the Company, in each case, within twelve (12) months following a Change in Control, then, subject to Executive signing on or before the 21st day following Executive’s Separation from Service, and not revoking, a Release, and Executive’s continued compliance with Sections 5 and 6, Executive shall receive, without duplication of any of the payments or benefits set forth in Section 4(c):

(i)                                      the payments and benefits set forth in Section 3(c);

(ii)                                   a cash payment equal to one and one-half (1.5) times Executive’s annual Base Salary in effect on the Date of Termination (unless prior to such Date of Termination Executive’s Base Salary was reduced by more than 10% of the Base Salary in effect prior to such reduction, in which case Base Salary shall be determined based upon the rate in effect prior to such reduction less 10% if such reduction is implemented in connection with a contemporaneous reduction in base salaries affecting other senior executive officers of the Company), paid in a lump sum on the First Pay Date;

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(iii)                                a cash payment in an amount equal to Executive’s target Performance Bonus for the calendar year in which the termination occurs, paid on the First Pay Date;

(iv)                               a cash payment in an amount equal to Executive’s target Performance Bonus amount for the calendar year in which such termination occurs, multiplied by a fraction, the numerator of which is the number of months in such year during which Executive was employed prior to termination and the denominator of which is twelve (12), paid on the First Pay Date;

(v)                                  the payments and benefits set forth in Section 4(c)(ii);

(vi)                               instead of the accelerated vesting specified in Section 4(c)(iv), Executive shall receive accelerated vesting, effective as of immediately prior to Executive’s Separation from Service, of 100% of all outstanding equity awards Executive holds that are eligible to vest (including any equity awards that would fully vest upon achievement of any time-based or performance-based goals or targets); and

(vii)                            any equity awards held by Executive as of the Date of Termination shall, subject to earlier termination upon a Change in Control or other extraordinary corporate transaction in accordance with the terms of the applicable equity plan, remain outstanding until at least one (1) year following the Date of Termination (subject to a maximum term of ten years from the date of grant), and shall otherwise remain subject to all of the terms and conditions applicable to such equity awards.

(e)                                   Survival . Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 3 through 9 and Section 11 will survive the termination of Executive’s employment and the expiration or termination of the Term.

5.                                       Competition .

(a)                                  Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in, enter into a discussion of which the primary purpose and intention of Executive is to interview for a potential executive or managerial employment or consulting relationship with, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that competes with the Business (as defined below) of the Company anywhere in the United States. Notwithstanding anything to the contrary, nothing shall prohibit Executive from (i) retaining any ownership interest in the Company or (ii) being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity.

(b)                                  Executive shall not, at any time during the Restriction Period, directly or indirectly, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company (i) to terminate its arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (A) solicit any

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employee of the Company to terminate his or her employment with the Company (other than solicitations of the general public that are not directed only towards employees of the Company), (B) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (C) solicit any vendor or business affiliate of the Company to cease to do business with the Company.

(c)                                   In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(d)                                  As used in this Section 5, (i) the term “ Company ” means the Company Group, (ii) the term “ Business ” shall mean buying, developing and operating data centers and colocation facilities, and any other material lines of business into which the Company may expand during the Term; and (iii) the term “ Restriction Period ” shall mean the period beginning on the Effective Date and ending on the date that is twelve (12) months following the Date of Termination.

(e)                                   Executive agrees, during the Term and following the Date of Termination, to refrain from disparaging the Company Group, including any of its services, technologies or practices, or any of its directors, officers, agents, representatives or stockholders, either orally or in writing. The Company agrees, during the Term and following the Date of Termination, that the Company’s directors will refrain from disparaging Executive. Nothing in this paragraph shall preclude Executive, the Company or the Company’s directors, officers, employees, agents, representatives or stockholders from making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process, or to otherwise assert its rights under this Agreement or otherwise against each other.

(f)                                    Executive represents that Executive’s employment by the Company does not and will not breach any agreement with any former employer, including any non-compete agreement or any agreement to keep in confidence or refrain from using information acquired by Executive prior to Executive’s employment by the Company. During Executive’s employment by the Company, Executive agrees that Executive will not violate any non-solicitation agreements Executive entered into with any former employer or improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will Executive bring onto the premises of the Company or use any unpublished documents or any property belonging to any former employer or other third party, in violation of any lawful agreements with that former employer or third party.

6.                                       Nondisclosure of Proprietary Information.

(a)                                  Except in connection with the performance of Executive’s duties hereunder or pursuant to Section 6(c) and (e), Executive shall, in perpetuity, maintain in confidence and shall

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not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment) (collectively, the “ Confidential Information ”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information, provided, that such publishing of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations under this Section 6(a) or any other similar provision by which Executive is bound, or from any third-party breaching its confidentiality obligations to the Company (to the extent Executive knows of the breach).  For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

(b)                                  Upon termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s customers, business plans, marketing strategies, products, property or processes.

(c)                                   Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company prompt notice thereof, and shall, as much in advance of the return date as practicable, make available to the Company and its counsel the documents and other information sought and shall assist (to the extent reasonably requested by the Company) such counsel at Company’s expense in resisting or otherwise responding to such process. Nothing herein shall preclude or restrict Executive from responding to a lawful and valid subpoena or other legal process in a manner in which Executive determines in his best interests in accordance with privileged and confidential legal advice that Executive obtains separate from the Company and its counsel.

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(d)                                  As used in this Section 6 and Section 7, the term “ Company ” shall mean the Company Group.

(e)                                   Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 6(c) above), (ii) disclosing information and documents to Executive’s attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing Executive’s post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, Executive’s personal correspondence, Executive’s personal contacts and documents related to Executive’s own personal benefits, entitlements and obligations.  Executive hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, he has been advised that he has immunity from being held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

7.                                       Inventions.

All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Executive may discover, invent or originate during the Term, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“ Inventions ”), shall be the exclusive property of the Company. Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. Executive hereby appoints the Company as Executive’s attorney-in-fact to execute on Executive’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

8.                                       Injunctive Relief.

(a)                                  It is recognized and acknowledged by Executive that a breach of the covenants contained in Sections 5, 6 and 7 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Executive agrees that in the event of a breach of any of the covenants contained in Sections 5, 6 and 7, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to seek specific performance and injunctive relief.

(b)                                  It is recognized and acknowledged by the Company that a breach of the covenant contained in Section 5(e) will cause irreparable damage to Executive, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will

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be inadequate. Accordingly, the Company agrees that in the event of a breach of the covenant contained in Section 5(e), in addition to any other remedy which may be available at law or in equity, Executive will be entitled to seek specific performance and injunctive relief.

9.                                       Assignment and Successors.

The Company shall not assign its rights and obligations under this Agreement to any party without the prior written consent of Executive, except that the Company may assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise) or to any affiliate within the Company Group, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company Group without the prior written consent of Executive. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law. Notwithstanding the foregoing, Executive shall be entitled, to the extent permitted under applicable law and applicable Company Arrangements, to select and change a beneficiary or beneficiaries to receive compensation hereunder following Executive’s death by giving written notice thereof to the Company.

10.                                Certain Definitions.

(a)                                  Affiliate . For purposes of this Agreement, “affiliate” shall mean, with respect to any person or entity, any person or entity that, directly or indirectly controls, is controlled by, or is under common control with such person or entity.

(b)                                  Cause . The Company shall have “Cause” to terminate Executive’s employment hereunder upon:

(i)                                      Executive’s failure to substantially perform Executive’s duties as an employee of the Company (other than any such failure resulting from Executive’s Disability);

(ii)                                   Executive’s failure in any material respect to carry out or comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement;

(iii)                                Executive’s material breach of this Agreement;

(iv)                               Executive’s commission of a felony whether or not related to the business or property of the Company Group;

(v)                                  Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or

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(vi)                               Executive’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of any duty owed to the Company or any of its affiliates; provided that no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act or failure to act, based upon specific authority given pursuant to a resolution duly adopted by the Board or a committee thereof or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

Notwithstanding the foregoing, in the case of clauses (i), (ii) and (iii) above, no Cause will have occurred unless and until the Company has: (a) provided Executive, within sixty (60) days of the Company’s knowledge of the occurrence of the facts and circumstances underlying the Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to cure the same within thirty (30) days after the receipt of such notice; provided, however, that Executive shall be provided only one cure opportunity per category of Cause event in any rolling twelve (12) month period. If Executive fails to cure the same within such thirty (30) days, then “Cause” shall be deemed to have occurred as of the expiration of the thirty (30)-day cure period. For the avoidance of doubt, Executive’s death or Disability shall not constitute “Cause” hereunder.

(c)                                   Change in Control . For purposes of this Agreement, “ Change in Control ” shall mean the following:

(i)                                      a transaction or series of related transactions whereby any “person” or related “group” of “persons” (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (other than the Company, the REIT or any of their affiliates, an employee benefit plan maintained by the Company, the REIT or any of their affiliates or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or the REIT) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the REIT possessing more than 50% of the total combined voting power of the REIT’s securities outstanding immediately after such acquisition; or

(ii)                                   the consummation by the Company, the REIT or any of their affiliates’ (whether directly involving the Company, the REIT or any of their affiliates, or indirectly involving the Company, the REIT or any of their affiliates through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination; (B) a sale or other disposition of all or substantially all of the REIT’s assets in any single transaction or series of related transactions; or (C) the acquisition of assets or stock of another entity, in each case, other than a transaction which results in the REIT’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the REIT or the person that, as a result of the transaction, controls, directly or indirectly, the REIT or

13

owns, directly or indirectly, all or substantially all of the REIT’s assets or otherwise succeeds to the business of the REIT (the REIT or such person, the “ Successor Entity ”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction.

(iii)                                Notwithstanding the foregoing, a transaction or event shall not constitute a Change in Control for purposes of this Agreement unless such transaction or event also qualifies as a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, within the meaning of Treas. Reg. § 1.409A-3(i)(5).

(d)                                  Date of Termination . “Date of Termination” shall mean (i) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (ii) if Executive’s employment is terminated pursuant to Section 3(a)(ii) — (vi) either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 3(b), whichever is earlier; (iii) if Executive’s employment is terminated pursuant to Section 3(a)(vii) or Section 3(a)(viii), the expiration of the then-applicable Term.

(e)                                   Disability . “Disability” shall mean, at any time the Company or any of its affiliates sponsors a long-term disability plan for the Company’s employees, “disability” as defined in such long-term disability plan for the purpose of determining a participant’s eligibility for benefits, provided, however, if the long-term disability plan contains multiple definitions of disability, “Disability” shall refer to that definition of disability which, if Executive qualified for such disability benefits, would provide coverage for the longest period of time. The determination of whether Executive has a Disability shall be made by the person or persons required to make disability determinations under the long-term disability plan. At any time the Company does not sponsor a long-term disability plan for its employees, Disability shall mean Executive’s inability to perform, with or without reasonable accommodation, the essential functions of Executive’s position hereunder for a total of three months during any six-month period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed. Any refusal by Executive to submit to a medical examination for the purpose of determining Disability shall be deemed to constitute conclusive evidence of Executive’s Disability.

(f)                                    Good Reason . “Good Reason” shall mean the occurrence of any of the following events without Executive’s express written consent:

(i)                                      the Company’s material breach of this Agreement;

(ii)                                   a reduction in Executive’s Base Salary or Executive’s annual target bonus opportunity, other than a reduction in Base Salary or annual target bonus opportunity of less than 10% that is implemented in connection with a contemporaneous reduction in base salaries affecting other senior executive officers of the Company;

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(iii)                                a relocation of Executive’s principal place of employment to a location more than 20 miles outside of the Denver, Colorado metropolitan area;

(iv)                               a requirement that Executive report to anyone other than the Board; or

(v)                                  a material reduction or material diminution of Executive’s position (including title of CEO), duties, responsibilities or authorities, including without limitation, any situation under which Executive is not the sole Chief Executive Officer of the Company.

Notwithstanding the foregoing, no Good Reason will have occurred unless and until Executive has: (a) provided the Company, within sixty (60) days of Executive’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity to cure the same within thirty (30) days after the receipt of such notice; provided, however, that the Company shall be provided only one cure period per category of Good Reason event in any rolling twelve (12) month period. If the Company fails to cure the same within such thirty (30) days, then the termination shall be deemed to occur as of the expiration of the thirty (30)-day cure period.

11.                                Miscellaneous Provisions.

(a)                                  Governing Law . This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Colorado, without reference to the principles of conflicts of law of the State of Colorado or any other jurisdiction, and where applicable, the laws of the United States.

(b)                                  Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(c)                                   Notices . Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage prepaid, as follows:

(i)                                      If to the Company:

CoreSite Realty Corporation

1001 17th Street, Suite 500

Denver, CO 80202

Attention: General Counsel

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with a copy to:

Venable LLP

750 E. Pratt Street, Suite 900

Baltimore, MD 21202

Attn:  Michael D. Schiffer

(ii)                                   If to Executive, at the last address that the Company has in its personnel records for Executive.

or at any other address as any Party shall have specified by notice in writing to the other Party.

(d)                                  Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.

(e)                                   Entire Agreement . The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(f)                                    Amendments; Waivers . This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive and a duly authorized officer of Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

(g)                                   No Inconsistent Actions . It is the intent of the Parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

(h)                                  Construction . This Agreement shall be deemed drafted equally by both the Parties. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any Party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and

16

every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

(i)                                      Arbitration . Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by a binding arbitration process administered by JAMS/Endispute in Denver, Colorado. Such arbitration shall be conducted in accordance with the then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (a) the Company and Executive shall work together in good faith to together select one arbitrator; provided that, if the Company and Executive are not able to together select one arbitrator within ten (10) days after using such good faith efforts, one arbitrator shall be chosen by JAMS/Endispute; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; provided that, in the event that the JAMS/Endispute rules, any express statutory provisions, or controlling case law conflicts with this allocation and requires the payment of administrative costs of arbitration by the Company, the administrative costs of arbitration will be paid by the Company; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and expenses; provided that the prevailing party (or substantially prevailing party, as determined by the arbitrator) shall be entitled to recover its reasonable attorneys’ fees and expenses from the other party, and the expenses and fees of the arbitrator and expenses of the arbitration shall be paid by the unsuccessful party (or substantially unsuccessful party, as determined by the arbitrator). The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties. If JAMS/Endispute no longer exists or is otherwise unavailable, the Parties agree that the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“ AAA ”) shall administer the arbitration in accordance with its then-existing rules. In such event, all references herein to JAMS/Endispute shall mean AAA. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.

(j)                                     Enforcement . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this

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Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(k)                                  Withholding . The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

(l)                                      Section 409A .

(i)                                      General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and guidance promulgated thereunder (collectively, “ Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If Executive notifies the Company that Executive has received advice of tax counsel with expertise in Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A (with specificity as to the reason therefor) or the Company independently makes such determination, the Company and Executive shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, provided that any such modifications shall not materially increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Section 409A.

(ii)                                   Payments . For purposes of this Agreement, each payment is intended to be excepted from Section 409A to the maximum extent provided under Section 409A as follows: (i) each payment that is scheduled to be made following Executive’s Date of Termination and within the applicable 2 1/2 month period specified in Treas. Reg. § 1.409A-1(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4); (ii) post-termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. § 1.409A-1(b)(9)(v)(B), and (iii) each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary separation pay exception as specified in Treas. Reg. § 1.409A-1(b)(9)(iii).  Executive shall have no right to designate the date of any payment hereunder.

(iii)                                Separation from Service. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon Executive’s termination of

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employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “ Separation from Service ”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the thirtieth (30th) day following Executive’s Separation from Service (the “ First Pay Date”) . Any installment payments that would have been made to Executive during the thirty (30) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Pay Date and the remaining payments shall be made as provided in this Agreement.

(iv)                               Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (x) one day following the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (y) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein,

(v)                                  Expense Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred; provided, that Executive submits Executive’s reimbursement request promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(vi)                               Installments. Executive’s right to receive any installment payments under this Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A.

(m)                              280G Optimization .

(i)                                      If it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company or otherwise of the date of vesting or

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payment under any plan, program, arrangement or agreement of the Company would be subject to the excise tax imposed by Code section 4999 or any interest or penalties with respect to such excise tax (such excise tax together with any such interest and penalties, shall be referred to as the “ Excise Tax ”), then the Company shall first make a calculation under which such payments or benefits provided to Employee are reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax (the “ 4999 Limit ”). The Company shall then compare (A) Executive’s Net After-Tax Benefit (as defined below) assuming application of the 4999 Limit with (B) Executive’s Net After-Tax Benefit without application of the 4999 Limit. Executive shall be entitled to the greater of (A) or (B). “ Net After-Tax Benefit ” shall mean the sum of (x) all payments that Executive receives or is entitled to receive from the Company that are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 280G(b)(2) (either, a “ Section 280G Transaction ”), less (y) the amount of federal, state, local, employment, and Excise Tax (if any) imposed with respect to such payments. If Executive is required to reduce payments to which he is otherwise entitled such that no portion thereof is subject to the Excise Tax, in order to comply with Code Section 409A, (I) payment or acceleration with respect to Executive’s equity awards shall be reduced first, in proportion to the amount of each such payment or amount of each such acceleration for purposes of Code Section 280G; and (II) if any remaining payments are required to be reduced, cash payments shall be reduced, beginning with payments that would be received last in time.

(ii)                                   In connection with a Section 280G Transaction, if the Company then constitutes a small business corporation within the meaning of Code Section 280G(b)(5), at the request of Executive, the Company shall submit to the shareholders of the Company (the “ Shareholders ”) for approval (in a manner reasonably satisfactory to Executive), by such number of Shareholders as is required by the terms of Code Section 280G(b)(5)(B), any payments and/or benefits that may separately or in the aggregate, constitute the payment of any amount that may be deemed a “parachute payment” under Code Section 280G with respect to Executive (“ Section 280G Payments ”), such that such payments and benefits shall not be deemed to be Section 280G Payments, provided that Executive executes, prior to the Shareholder vote, an appropriate waiver of the 280G Payments that would take effect if the Shareholder vote does not approve the Section 280G Payments.

12.                                Employee Acknowledgement.

Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written.

[Signature Page to Paul E. Szurek Employment Agreement]

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EXHIBIT A

Details of Initial Equity Award

The Company agrees to offer Executive participation in an equity incentive program as an additional component to his compensation package, subject to the conditions described herein and such terms and conditions as may be set forth in the Plan and the Award Agreement (each as defined below). Capitalized terms not defined herein shall have the meanings assigned to them in the Employment Agreement to which this Exhibit A is attached (the “ Employment Agreement ”).

Pursuant to the terms of the Amended and Restated 2010 Incentive Award Plan (the “ Plan ”) of the REIT and the Operating Partnership, the Board or the Committee may from time to time make various incentive equity or equity-based awards to the Company’s employees and other service providers. In accordance with the Plan, Executive will receive one or more awards under the Plan having an aggregate value (as of the date of grant of the Award) equal to $2,940,000, of which $1,940,000 shall be provided in the form of restricted stock in the REIT (the “ Restricted Shares ”) and $1,000,000 in the form of performance-based restricted stock in the REIT (“ PSAs ” and, together with the Restricted Shares, each, an “ Award ” and, collectively, the “ Awards ”).  The number of Restricted Shares to be granted will be determined by dividing $1,940,000 by the closing price of the Company’s common stock on the date of grant. Subject to the performance goals, terms and conditions established by the Committee, the number of PSAs to be granted will be determined by dividing $1,000,000 by the 10-day average closing prices preceding the date of grant.  The Awards will be issued within sixty (60) days following the Effective Date.

The terms and conditions applicable to the Award will be set forth in separate agreements governing the Award (the “ Award Agreements ”); provided that the Restricted Shares will vest in three (3) equal annual installments of the first, second and third anniversaries of the date of grant, subject to Executive’s continued employment with the Company on each applicable vesting date; provided further that the number of PSAs will be adjusted in light of, and in accordance with, the performance goals, terms and conditions established by the Committee and/or the Board, such PSAs to vest at the end of the performance period in accordance with the Award Agreement. Nothing in this Exhibit or the Award Agreements is or will be a guarantee of employment or future employment and nothing in this Exhibit or the Award Agreement does or will affect the ability of the Company to terminate Executive’s employment with or without Cause for any reason at any time.

EXHIBIT B

Form of Release

This Agreement and Release (“ Agreemen t”) is made by and between Paul E. Szurek (“ Employee ”) and              (the “ Company ”), (collectively, referred to as the “Parties” or individually referred to as a “ Party ”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of                     , 2016 (the “ Employment Agreement ”); and

WHEREAS, in connection with the Employee’s termination of employment with the Company effective                     , 20   , the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees (as defined below) arising out of Employee’s employment with or separation from the Company.

NOW, THEREFORE, in consideration of the Severance Payments described in Sections 4(c) or 4(d), as applicable, of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on the Employee’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

1.                                       Severance Payments; Salary and Benefits . The Company agrees to provide Employee with the severance payments and benefits described in Section 4(c) and 4(d) of the Employment Agreement, as applicable, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to the Employee all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

2.                                       Release of Claims . Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of its direct or indirect subsidiaries and affiliates (including, without limitation, the REIT and the Operating Partnership), and any of their current and former officers, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “ Releasees ”). Except as to the obligations of the Company arising under this Agreement, Employee, on his own behalf and on behalf of any of Employee’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, successors and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have

occurred up until and including the Effective Date (as defined in Section 7 below) of this Agreement, including, without limitation:

(a)                                  any and all claims relating to or arising from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and the termination of that relationship;

(b)                                  any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(c)                                   any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; Dodd-Frank Wall Street Reform and Consumer Protection Act;

(d)                                  any and all claims for violation of the federal or any state constitution;

(e)                                   any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(f)                                    any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

(g)                                   any and all claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not release (A) claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), (B) claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, (C) claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, (D)   any and all rights of the undersigned to indemnification, advancement of expenses or reimbursement under applicable law, the Indemnification Agreement by and between the REIT and the undersigned or the charter and

Bylaws of the REIT in effect on the date hereof , and (F) any rights of Employee under the Company’s or its affiliates’ or successors’ D&O policy(ies).

3.                                       Acknowledgment of Waiver of Claims under ADEA. Employee understands and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ ADEA ”), and that this waiver and release is knowing and voluntary. Employee understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has 21 days within which to consider this Agreement; (c) he has 7 days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21 day period identified above, Employee hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

4.                                       Severability . In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

5.                                       No Oral Modification . This Agreement may only be amended in a writing signed by Employee and a duly authorized officer of the Company.

6.                                       Governing Law; Dispute Resolution . This Agreement shall be subject to the provisions of Sections 11(a) and 11(i) of the Employment Agreement.

7.                                       Effective Date . If the Employee has attained or is over the age of 40 as of the date of Employee’s termination of employment, then Employee has 7 days after Employee signs this Agreement to revoke it and this Agreement will become effective on the 8th day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by Employee before that date (the “ Effective Date ”).

8.                                       Voluntary Execution of Agreement . Employee understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Company and any of the other Releasees. Employee acknowledges that: (a) he has read this Agreement; (b) he has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement; (c) he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) he understands the terms and consequences of this

Agreement and of the releases it contains; and (e) he is fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.