DIGITAL REALTY TRUST, INC. (Form: S-8, Received: 03/09/2020 17:10:14)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on March 9, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DIGITAL REALTY TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		26-0081711
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

Four Embarcadero Center, Suite 3200 San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan

InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan

(Full Title of the Plan)

Andrew P. Power

Chief Financial Officer

Digital Realty Trust, Inc.

Four Embarcadero Center, Suite 3200

San Francisco, California 94111

(415) 738-6500

(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Julian T.H. Kleindorfer, Esq.

Latham & Watkins LLP

355 S. Grand Ave.

Los Angeles, CA 90071-1560

(213) 485-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Title of Plan	Amount to be Registered (1)(2)	Proposed Maximum Offering Price per Share(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee(3)
Common Stock, par value $0.01 per share	InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan	390,305	$125.69	$49,057,435.45	$6,367.66
Common Stock, par value $0.01 per share	InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan	188,383	$125.69	$23,677,859.27	$3,073.39
Total		578,688		$72,735,294.72	$9,441.05

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued pursuant to the InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan (the “2013 Plan”) and InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan (the “2017 Plan” and, together with the 2013 Plan, the “INXN Plans”) from stock splits, stock dividends or similar transactions with respect to the common stock, par value $0.01 per share (“Common Stock”), of Digital Realty Trust, Inc. (the “Registrant”).

(2)

Represents 578,688 shares of Common Stock issuable pursuant to outstanding awards granted under the INXN Plans that were assumed by the Registrant and converted into adjusted equity-based awards in respect of Common Stock upon the closing of the exchange offer (the “Offer”) to purchase all outstanding ordinary shares, nominal value €0.10 per share, of InterXion Holding N.V. (“INXN”) by Digital Intrepid Holding B.V. (“Buyer”), an indirect subsidiary of the Registrant, which consist of: (i) 390,305 shares of Common Stock subject to restricted stock units converted from outstanding awards under the 2013 Plan, and (ii) 188,383 shares of Common Stock subject to restricted stock units converted from outstanding awards under the 2017 Plan.

(3)	Pursuant to Rule 457(c) and (h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low prices of Common Stock reported by the New York Stock Exchange on March 6, 2020.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (“Registration Statement”) relates to 578,688 shares of the Registrant’s Common Stock issuable pursuant to awards granted under the INXN Plans that were assumed by the Registrant and converted into adjusted equity-based awards in respect of Common Stock.

On March 9, 2020, in connection with the Purchase Agreement, dated as of October 29, 2019, as amended on January 23, 2020 (and as amended from time to time, the “Purchase Agreement”), by and among the Registrant, INXN and Buyer, Buyer completed the Offer contemplated thereby, and INXN became an indirect subsidiary of the Registrant.

In connection with the completion of the Offer, the outstanding awards granted under the INXN Plans were assumed by the Registrant and converted into adjusted equity-based awards in respect of Common Stock in accordance with the terms of the Purchase Agreement. All such awards will continue to be governed by the terms of the applicable INXN Plan and underlying award agreement evidencing such award.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be delivered in accordance with Rule 428(b)(1) of the Securities Act. Such documents are not required to be filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, and the documents incorporated by reference in Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The SEC allows the Registrant to incorporate by reference the information the Registrant files with it, which means that the Registrant can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this Registration Statement, and information that we file later with the SEC will automatically update and supersede this information. The Registrant incorporates by reference the following documents that the Registrant has filed, or may file, with the SEC:

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

•

Current Reports on Form 8-K, filed on January 7, 2020 (as amended on January 25, 2020), January 8, 2020 (with respect to Item 8.01 only), January 9, 2020 (with respect to Item 8.01 only), January 17, 2020, January 27, 2020, February 18, 2020, February 25, 2020, February 28, 2020, March 9, 2020 and March 9, 2020.

•

Proxy Statement for the Registrant’s 2019 Annual Meeting of Stockholders, on Schedule 14A filed with the SEC on April 1, 2019.

•

Description of Digital Realty Trust, Inc.’s common stock, par value $0.01 per share, contained in Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on October 28, 2004 (file number 001-32336), including any amendment or reports filed for the purpose of updating this description. Form S-11, as amended (File No. 333-117865) originally filed on August 2, 2004

In addition, all documents the Registrant files with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any information that the Registrant later files with the SEC will

automatically update and supersede the information and statements contained in a document incorporated or deemed to be incorporated by reference herein. Any such information or statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this Registration Statement. Under no circumstances will any information “furnished” to the SEC pursuant to applicable rules and regulations be deemed incorporated herein by reference unless such information expressly provides to the contrary.

Item 6.

Indemnification of Directors and Officers.

The Registrant’s charter contains a provision permitted under the Maryland General Corporation Law (“MGCL”) that eliminates each director’s and officer’s personal liability to the Registrant and the Registrant’s stockholders for monetary damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The MGCL requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

•

the act or omission of the director or officer was material to the matter giving rise to the proceeding and:

•

was committed in bad faith; or

•

was the result of active and deliberate dishonesty;

•

the director or officer actually received an improper personal benefit in money, property or services; or

•

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

•

a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

•

a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

The Registrant’s charter authorizes the Registrant to obligate and the Registrant’s bylaws obligate the Registrant, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

•

any present or former director or officer who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity; or

•

any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan or any other enterprise as a director, officer, partner, trustee, member or manager and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

The Registrant’s charter and bylaws also permit the Registrant to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of the Registrant or a predecessor of the Registrant.

The Registrant has entered into indemnification agreements with each of its executive officers and directors whereby it indemnifies such executive officers and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that upon an application for indemnity by an executive officer or director to a court of appropriate jurisdiction, such court may order the Registrant to indemnify such executive officer or director.

In addition, our directors and officers are indemnified for specified liabilities and expenses pursuant to the partnership agreement of Digital Realty Trust, L.P., the partnership in which the Registrant is the sole general partner.

Item 8.

Exhibits.

A list of exhibits filed with this Registration Statement is contained in the exhibits index, which is incorporated by reference.

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX


Exhibit Number		Description

4.1		Articles of Amendment and Restatement of Digital Realty Trust, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 2, 2020).

4.2		Articles of Amendment of Digital Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Digital Realty Trust, Inc. (File No. 001-32336) filed on March 9, 2020).

4.3		Eighth Amended and Restated Bylaws of Digital Realty Trust, Inc. (incorporated by reference to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 25, 2019).

4.4*		InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan.

4.5*		InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan.

5.1*		Opinion of Venable LLP.

23.1*		Consent of Venable LLP (included in Exhibit 5.1).

23.2*		Consent of KPMG LLP, independent registered public accounting firm.

24.1*		Power of Attorney (included on the signature page to this Registration Statement).

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-8 and have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 9, 2020.


DIGITAL REALTY TRUST, INC.

By:		/s / A. William Stein
		A. William Stein Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. William Stein, Andrew P. Power and Joshua A. Mills, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Laurence A. Chapman Laurence A. Chapman	Chairman of the Board	March 9, 2020

/s/ A. William Stein A. William Stein	Chief Executive Officer and Director (Principal Executive Officer)	March 9, 2020

/s/ Andrew P. Power Andrew P. Power	Chief Financial Officer (Principal Financial Officer)	March 9, 2020

/s/ Edward F. Sham Edward F. Sham	Chief Accounting Officer (Principal Accounting Officer)	March 9, 2020

/s/ Alexis Black Bjorlin Alexis Black Bjorlin	Director	March 9, 2020

/s/ Michael A. Coke Michael A. Coke	Director	March 9, 2020

/s/ VeraLinn Jamieson VeraLinn Jamieson	Director	March 9, 2020

/s/ Kevin J. Kennedy Kevin J. Kennedy	Director	March 9, 2020


/s/ William G. LaPerch William G. LaPerch	Director	March 9, 2020

Jean F.H.P. Mandeville	Director	March 9, 2020

/s/ Afshin Mohebbi Afshin Mohebbi	Director	March 9, 2020

/s/ Mark R. Patterson Mark R. Patterson	Director	March 9, 2020

/s/ Mary Hogan Preusse Mary Hogan Preusse	Director	March 9, 2020

/s/ Dennis E. Singleton Dennis E. Singleton	Director	March 9, 2020

Exhibit 4.4

LOGO

TERMS AND CONDITIONS

of the

INTERXION HOLDING N.V.

2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN

Adopted on 30 October 2013

I.	PREAMBLE

(A)

For the purposes of attracting and retaining certain Employees (as defined hereafter), Advisors (as defined hereafter) and Board Members (as defined hereafter) and in order to encourage and reward them for their contributions to the future sustainable performance of the Company (as defined hereafter) and its Group Companies (as defined hereafter), and for the purposes of aligning their interests with the interests of the Company’s shareholders, the Company wishes to operate this incentive scheme, whereby various equity-based instruments may be awarded to Participants (as defined hereafter) from time to time under the terms and conditions of this Plan.

(B)	This Plan has been adopted by the Board (as defined hereafter) on 30 October 2013, pursuant to the recommendation to that effect from the Compensation Committee (as defined below) made on 30 October 2013.

II.

GENERAL

1.	Definitions

In the preamble and this Plan, the following definitions will apply unless explicitly expressed otherwise. Where the context so requires and admits, singular expressions shall include the plural and vice versa, and all references to the masculine gender shall include the feminine and vice versa. The headings in this Plan do not affect its interpretation.

Advisor any individual who, pursuant to an agreement between the Company or any Group Company and that individual or an entity representing that individual, provides advice, support or other services to the Company or any Group Company;

Award the award of Performance and/or Restricted Shares constituting the right to receive free Common Stock or a Cash Equivalent after the predetermined Vesting period, and/or an Option or any other instrument as specified in the Award Agreement;

Award Agreement with respect to Awards made to a Participant, the signed written agreement between the Participant and the Company, setting forth the number of Shares, Cash Equivalent and / or Options awarded and the terms and conditions governing the Award;

Award Date the date on which an Award is made to the Participant as indicated in that Participant’s Award Agreement;

Award Value The fair equity value rewarded to the participant;

Board the board of directors of the Company (including the executive and non-executive directors) as constituted from time to time;

Board Member a member of the Board or of the board of directors of a Group Company;

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

Cash Equivalent the payment of a gross cash amount equal to the Fair Market Value of the Common Stock underlying the Award;

Cash settlement the opportunity available to Participants to initiate an immediate sale of the Shares by the Company on his account;

Cause in the context of termination of employment as an Employee, Advisor or as a member of the Board, (i) committing any felony under applicable criminal law, or (ii) a breach of any material fiduciary duty or act of dishonesty, fraudulent misrepresentation or moral turpitude which violation, breach or act has or may be reasonably be expected to have a material detrimental impact on the business of the Company or any Group Company, or prevents or materially impairs or may reasonably be expected to prevent or materially impair the Participant’s effective performance of his duties for the Company or any Group Company;

CEO the Chief Executive Officer of the Company;

Common Stock ordinary shares in the capital of the Company with a nominal value of €0.10 (ten Eurocents) each, or other nominal value as specified in the Company’s Articles from time to time;

Company InterXion Holding N. V., a public company (naamloze vennootschap) incorporated under the laws of the Netherlands, currently having its registered seat at Amsterdam, the Netherlands, and its registered office at Tupolevlaan 24, 1119 NX Schiphol-Rijk, the Netherlands, or any successor corporation;

Company’s Articles the articles of association of the Company as amended from time to time;

Compensation Committee the committee as constituted from time to time by the Board that, amongst others, executes certain responsibilities of the Board relating to the review and approval of the Company’s equity based incentive plans and awards;

Delivery date the first business day immediately following the Vesting date, on which the Share is automatically delivered to the Participant;

EBITDA earnings before interest tax depreciation and amortization;

Employee any individual who is employed by the Company or a Group Company including “at-will” employees;

Exercise Date the date on which the CEO, or any other recipient designated by the CEO, receives written notification from the relevant Participant that the Participant wishes to exercise all or part of his Options;

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

Exercise Period the period in which a Participant can exercise the Option, the beginning and the end dates of such period being specified in the Participant’s Award Agreement;

Exercise Price the price per Share at which an Option may be exercised as indicated in each Award Agreement;

Fair Market Value the fair market value of a Share shall be equal to the closing price (slotkoers) of a Share on the date the fair market value is to be determined, which will be converted into Euros against the noon buying rate in effect on that same date;

Financial Performance the financial performance of the Company including, but not limited to, Revenue, EBITDA and Total Shareholder Return, on the basis of which the discretionary decision to make Awards to Participants is made by the Compensation Committee;

Group the Company together with companies in which the Company directly or indirectly owns at least fifty percent of the shares or other capital interest or which is controlled by the Company, a company that itself directly or indirectly owns at least fifty percent of the shares of the Company, or any other company as resolved by the Board;

Group Company a company which forms part of the Group;

Option an option that is granted to a Participant pursuant to this Plan to purchase and acquire one Share;

Participant an Employee, an Advisor or a Board Member, to whom one or more Awards have been made under this Plan;

Performance Incentive Zone The pay-out range of 0-120% of the Award Value, based on the level of Financial Performance and the discretionary assessment of individual performance by the CEO;

Performance Share a right to receive a Share at the Vesting date where such right is conditional upon continued employment and the attainment of predetermined performance conditions before the award and during the vesting period;

Plan this InterXion Holding N.V. 2013 International Equity Based Incentive plan, as adopted by the Compensation Committee, as may be amended from time to time;

Purchase Amount at any specified time, the Exercise Price pursuant to an Option to purchase one Share, multiplied by the number of Shares at any point acquired by a Participant pursuant to the relevant Award Agreement being exercised in accordance with the provisions specified therein;

Restricted Share a right to receive a Share at the Vesting date where such right is conditional upon continued employment during the vesting period;

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

Revenue income the Company receives from its normal business activities;

Share one share of Common Stock;

Shareholder holder of legal title to Common Stock;

Total and Permanent Disability the mental or physical disability, whether occupational or non-occupational in cause, which satisfies such definition in (i) any insurance policy or plan provided to the Participant by the Company or by a Group Company; or alternatively (ii) the applicable national legislation (including relevant tax legislation, as stipulated in any Award Agreement) pertaining to persons with disability.

Total Shareholder Return A combination of share price appreciation and dividends paid to show the total return to the shareholder expressed as an annualized percentage.

Vesting Date The date(s) on which an Award shall vest, as determined in the Award Agreement.

III.

AWARD, VESTING AND FORFEITURE OF AWARDS

2.	Awards

2.1

The Company wishes to make an Award to Participants subject to the terms and conditions set forth in this Plan and in the relevant Award Agreement to be entered into with each Participant.

2.2

Awards are made at the discretion of the CEO, subject to the approval of the Compensation Committee, if applicable taking into account the Financial Performance of the Company, the Performance Incentive Zone, and the individual performance of the Employee, Advisor or Board Member.

2.3

No consideration shall be payable by the Participant for an Award of Shares. For Options, Participants are required to pay the Purchase Amount upon exercise.

3.	Powers of and interpretation by the CEO

3.1

Powers

On behalf of the Company and subject to approval of the Compensation Committee, the CEO shall have the right and the authority, at his own discretion, to:

3.1.1

authorise any person to execute, on behalf of the Company, any instrument required to affect Awards made pursuant to this Plan;

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

3.1.2

insofar as it is required in order to ensure continued compliance with statutory and/or regulatory requirements prescribe, amend and rescind the rules and regulations of or relating to this Plan unless, with respect to any previous Awards made to a Participant and without obtaining such Participant’s consent, such action would adversely materially affect the rights or position of the relevant Participant;

3.1.3

construe and interpret this Plan, any relevant Award Agreement and any other agreement or document executed pursuant to this Plan;

3.1.4

make such determinations as are deemed necessary or desirable for the proper administration of this Plan; and

3.1.5

exercise any other powers and authority delegated to him by the Compensation Committee.

Where awards are made to the CEO, all powers attributed to the CEO in the Plan will lie with the Compensation Committee.

3.2

Interpretation

Subject to compliance with Article 3.1, the CEO’s interpretation and construction of any provision of this Plan or of any Award made under this Plan or of any Award Agreement shall be final and binding on all persons claiming an interest in any Award made under this Plan. The CEO shall not be liable for any action or determination made in good faith with respect to this Plan.

4.	Eligibility

4.1

Subject to applicable securities law and applicable Company rules and policies, Employees, Advisors, and Board Members are eligible to become Participants of this Plan.

4.2

The CEO will, from time to time, make one or more proposals to the Compensation Committee for Awards to prospective Participants. No Award shall be made without the approval of the Compensation Committee.

4.3

Awards may be granted to Employees from the date on which their employment commences with the Company or a Group Company, to Advisors from the date on which their assignment with the Company or a Group Company commences, and to Board Members from the date their term as a Board Member commences.

5.	Available Shares

5.1

Awards to be granted under this Plan shall be awarded from the pool of Shares that is available for this Plan.

5.2

The total number of Shares in regard to which Awards may be granted pursuant to this Plan is 5,273,371 Shares (the “Share Pool”) The Share Pool also covers grants made under the 2011 International Option and Master Award Plan and under the 2013 International Equity Based Incentive Plan. Taking into account the grants made under those plans, currently approximately, 3,100,000 Shares are left for grant. The Company shall at all times keep available sufficient authorised and unissued Shares or shall procure sufficient Shares to be available for transfer to satisfy the vesting of all Awards which have neither lapsed nor have fully vested.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

5.3

Shares subject to awards that expire, terminate or are otherwise surrendered, canceled or forfeited under the 2011 International Stock Option and Incentive Master Award Plan, the 2013 International Equity Based Incentive Plan or this 2013 Amended International Equity Based Incentive Plan are returned to the Share Pool.

6.	Award Agreement

6.1

Subject to Articles 2, 3, 4 and 5, Awards may be made to Employees, Advisors and Board Members by the CEO, with the prior approval of the Compensation Committee. Each Award shall be evidenced by an Award Agreement to be entered into between:

(a)

the relevant Employee and the Company, setting forth the terms and conditions pertaining to the Award. Such Award Agreement shall be compliant with the tax regime in the country in which the relevant Employee is employed by the Company or a Group Company; or

(b)

the relevant Advisor or Board Member and the Company, setting forth the terms and conditions pertaining to the Award. Such Award Agreements shall be compliant with the tax and regulatory regime in the country in which the relevant Advisor or Board Member resides and shall in both cases, together and concurrently with this Plan set out the rights and obligations pertaining to the Award subject to local legal and regulatory requirements.

6.2

For Employees, Advisors and Executive Board Members depending on the level and type of contract, Awards will be made periodically consisting of a mix of Restricted and Performance Shares and/or Options. The Award of Restricted and Performance Shares and/or Options is made, taking into account the Financial Performance of the Company, the Performance Incentive Zone (if applicable) and the individual performance of the Employee, Employed Advisor or Executive Board Member.

6.2.1

Restricted Shares can vest in maximum 4 annual installments. The first installment of the Award will vest 1 year after the Award Date. Depending on the vesting scheme the remaining installments vest in the second, third and fourth anniversary of the Award Date subject to continued employment with the Company or a Group Company. An additional holding period can be applied to Restricted Shares acquired under this Plan up to a maximum of 3 years calculated from the Award Date. During such holding period the Shares cannot be transferred, pledged or otherwise encumbered by the Participant.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

6.2.2

Performance Shares get awarded taking into account the Financial Performance of the Company, the Performance Incentive Zone, and the individual performance of the Employee, Advisor or Board Member in the year prior to the Award. The computed number of Performance Shares will vest in 4 equal annual installments. The first installment (25%) will vest at the award date and is subject to an additional holding period of 1 year after the award date. During the holding period the Shares cannot be transferred, pledged or otherwise encumbered by the Participant. The remaining installment (75%) is subject to the attainment of predetermined performance conditions that take into account the relative or absolute performance of the share measured for example but not limited to the Relative Total Shareholder Return compared to a predetermined index or a group of selected peers during the period from 1 year prior to the award till 1 year after the award. The computed number of Performance Shares from the remaining installment vests in three equal parts. The first part of remaining installment will vest 1 year after the award date, the second and third installment will vest, respectively in the second and third year after the award date subject to continued employment with the Company or a Group Company.

6.2.3

Options shall be capable of being exercised in whole or in part in accordance with the following vesting schedule:


Percentage of the Option:		will become exercisable on:

25%		the first year anniversary of the Award Date;

6.25%		the last day of each three month period following the first year anniversary of the Award Date and ending on the fourth year anniversary of the Award Date.

Unless provided otherwise in each relevant Award Agreement, the Options granted to a Participant shall immediately expire upon the occurrence of any of the following events:

•

the eighth year anniversary of the Award Date;

•

termination of the Participant’s employment for Cause, in which event the provisions of Article 7.3 shall apply;

•

occurrence of any of the events set out in Article 10.2;

•

all unvested Options shall expire upon the Participant no longer being an Employee, Advisor or Board Member.

A Participant may exercise his Options on the terms set out in the relevant Award Agreement by delivering an unconditional notice to the Company in accordance with the provisions of the Award Agreement. A Participant shall be entitled to exercise his Options subject to compliance with the tax and social security withholding requirements imposed by the Company and/or the relevant Group Company pursuant to Article 12. The Options are exercised on the first day the Shares traded following receipt by the Company of the unconditional notification.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

6.2.4

Notwithstanding Article 6.2.1, Article 6.2.2 and Article 6.2.3, at the discretion of the CEO and subject to the approval of the Compensation Committee, a different vesting schedule can be included in the individual Award Agreement. In accordance with Article 6.1, the vesting schedule in the individual Award Agreement will prevail.

6.3

During the holding or Vesting period of the Awards made, Participants are not entitled to conclude contracts or acquire instruments to hedge their financial position in the Awards acquired under this Plan.

7.	Leaver provisions

7.1

Unless provided otherwise in each relevant Award Agreement, the unvested part of Awards made to a Participant shall immediately be forfeited upon the termination of the employment agreement or termination of the appointment as a Board Member or Advisor. No claim for payment or compensation exists for the Participant in respect of such forfeiture.

7.2

If the Participant ceases to be an Employee, Advisor or Board Member respectively for reasons other than Cause, the part of Awards made to a Participant that have vested on or prior to the date of termination may be exercised for a period of ninety days following the date of termination. Where the Participant ceases to be an Employee, Advisor or Board Member respectively for reasons other than Cause during a holding period, the Company will hold the Shares until the end of the holding period.

7.3

If a Participant dies or ceases to be an Employee, Advisor or Board Member as a consequence of Total and Permanent Disability, the Compensation Committee has the discretion to allow the outstanding Award to continue to vest in accordance with the vesting schedule or decide upon accelerated vesting of the Award. For Options, the Compensation Committee can decide to allow for a grace period to exercise the Options during the eighteen months following the day the Participant died or ceased to be an Employee, Advisor or Board Member as a consequence of Total and Permanent Disability.

7.4

If a Participant ceases to be an Employee, Advisor or Board Member for Cause, all vested and unvested parts of Awards made to a Participant, exercised or not, will be immediately cancelled. If such Participant has exercised (part of) his Awards within two months prior to the date on which the notice of termination was made by the Company or the relevant Group Company, the Participant shall in the case of an Option Award be required to repay to the Company an amount equal to the difference between: (i) the amount received upon selling the Shares (which were acquired by exercising the relevant Options); and (ii) the Purchase Price initially paid upon exercising the Options. In the case of a Performance Share or a Restrictive Share Award, the Participant shall be required to repay the amount received upon selling the Shares. This is applicable in both cases unless the Compensation Committee, in its absolute discretion, decides otherwise. The amount so to be repaid shall not be reduced by any taxes due by the Participant in respect of the Awards that are exercised.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

8.	Release of Shares

8.1

As soon as practicable following the Vesting date of the Shares, Shares are released by the Company to the Participant or, in case of a Cash Equivalent, paid to the Participant.

8.2

A Participant may opt for a Cash settlement by means of an immediate sale of either all the Shares or sufficient Shares to cover taxes due upon the Vesting date. In this case, the Company will provide for a sale of the Shares immediately after vesting upon request of the Participant. If the Participant has requested the Company to sell the Shares, the Participant agrees that the Company will sell such Shares “at best price” for the risk and account of the Participant. When transferring the cash amount to the Participant, the Company will take into account Article 12 of this Plan.

8.3

All cash payments due for Shares acquired pursuant to this Plan shall be made by bank transfer and shall be made in Dollars net of any transfer fees.

IV.

ADDITIONAL PROVISIONS AND SPECIAL CIRCUMSTANCES

9.	Restrictions attached to Awards

9.1

Each Award made to a Participant is strictly personal and shall, during the lifetime of the Participant not be assignable or transferable. In the event of the Participant’s death, the Award held by a Participant shall, subject to Article 7.2, be transferable to the Participant’s beneficiaries only by last will and testament or by the applicable laws of descent and distribution. Any other assignment or transfer shall be deemed to be null and void and Awards allegedly so assigned or transferred shall lapse with immediate effect.

9.2

A Participant shall have no rights as a holder of Shares until the date on which such Shares have vested and shall be released to the Participant. No adjustments and exceptions shall be made in connection with dividends (ordinary or extra-ordinary or whether in currency, securities, or other property), distributions or other rights accruing to holders of Shares prior to the date on which the relevant Shares have been acquired by the relevant Participant.

9.3

Each Award Agreement shall contain such other provisions as are deemed desirable by the CEO provided that any provisions which deviate from this Plan shall require the prior approval of the Compensation Committee, including but not limited to:

9.3.1

restrictions on the vesting of Shares and/or exercise of Options and/or;

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

9.3.2

restrictions on continued ownership of Shares following termination of Employment and/or;

9.3.3

submission by the Participant of such forms and documents as the Company may reasonably require and/or;

9.3.4

procedures to facilitate payment of the Exercise Price of Options under any method permitted pursuant to Article 8.3 and the payment of withholding taxes and social security charges in accordance with Article 12.

10.

Corporate reorganisation

10.1

Notwithstanding any other provision of this Plan (but subject to the prior written approval of the Compensation Committee and any other shareholder approval required pursuant to the Company’s Articles, agreements binding on the Company and applicable legislation), the CEO shall be allowed (but for the avoidance of doubt, not obliged) to make adjustments to the class and number of Shares to which this Plan applies, to the number of Shares to which each Option may entitle a Participant, to the Exercise Price of Options and/or any other aspect of this Plan in each case to prevent dilution or appreciation of the rights of Participants in connection with any increase or reduction of Shares which were issued without the Company receiving adequate consideration in exchange, such as (but not limited to) the payment of a Common Stock dividend, a stock split, a reverse stock split, a re-capitalisation, a combination, or reclassification or any other similar event. Upon any such adjustments being made, fractions of a Share shall not be issued but shall either be paid to the Participant in cash at Fair Market Value or shall be rounded down or up to the nearest Share.

In any event, the Exercise Price of each Option shall not be reduced below the nominal value of Shares but may be decreased or increased in proportion to any adjustment made as aforesaid.

10.2

Notwithstanding any other provision of this Plan (but subject to the prior written approval of the Compensation Committee and any other approval required pursuant to the Company’s Articles, agreements binding on the Company and applicable legislation), upon the Company’s dissolution, liquidation, sale of all or substantially all of its assets, merger, split, consolidation, the occurrence of a similar event relating to the Company or in the event of a change of control or share-for-share exchange, the CEO shall have the power to cancel on a cash-out basis any or all of the outstanding Awards immediately prior to such event.

10.3

Except as expressly provided in this Article 10, no Participant shall be afforded any rights whatsoever by reason of any capital or corporate reorganisation of the Group.

10.4

Awards pursuant to this Plan shall not in any way affect the rights or power of the Company to affect any capital or corporate reorganisation.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

11.

Amendment or termination of the Plan

Subject to the prior approval of the Compensation Committee and any other shareholder approval or approval from another corporate body or other requirement pursuant to the Company’s Articles, agreements binding on the Company and applicable legislation, the CEO may revise, amend, suspend or terminate this Plan in whole or in part including, without limitation, the adoption of any amendment deemed necessary or desirable to have the Awards comply with and be aligned to the rules and regulations imposed on the Company by a recognised stock exchange and to correct any inconsistency, defect or omission in the Plan or in any Awards granted pursuant to this Plan.

12.

Costs, tax and social security

12.1

All applicable personal tax and social security levies due, legal and professional fees incurred by the Participant upon and in relation to the exercise of an Option, vesting and/or transfer of Shares and/or payment of a Cash Equivalent shall be borne by the Participant.

12.2

Upon Options being awarded or exercised and/or Shares vesting, or being settled in cash, the Company and/or the relevant Group Company require the Participant (prior to the Options being awarded and/or Shares being sold to remit to the Company and/or the Group Company an amount sufficient to satisfy all withholding tax and social security charges due in connection with the award or exercise of Options and/or vesting or sale of Shares. Further the Company and/or the relevant Group Company have the right to withhold the required tax and social security due on the exercise of the Options and/or Shares from any salary payment made to the Participant.

12.3

Should tax and/or social security levies arise in connection with the Awards as a result of changes in tax and/or social security legislation, the costs and risks arising out of such changes shall be borne by each relevant Participant.

13.

Rights as an employee

13.1

This Plan does not form part of the employment agreement entered into with each of the Participants and the Company or the relevant Group Company and does not entitle the relevant Participants in any way to become or remain employed by the Company or such relevant Group Company.

13.2

Awards do not in any way entitle the relevant Participants to become or remain employed by the Company or the relevant Group Company.

13.3

The rights accruing to the Participants pursuant to this Plan shall not be taken into account for the purpose of determining the Participant’s contribution or entitlement to benefits under any pension arrangement or for the purpose of determining any compensation that may be due to a Participant upon termination of his employment or otherwise.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

13.4

Upon termination of employment, the Participant shall not be entitled to any compensation or damages including damages in connection with unfair dismissal, any other form of breach of contract or any claim for compensation for the loss of employment insofar as such compensation or damages arise or may arise from the Participant ceasing to have rights under this Plan as a result of such termination.

13.5

This Plan shall not at any time affect the rights of the Company or a relevant Group Company to terminate such Participant’s status as an Employee (whether for Cause or not).

13.6

Awards already made pursuant to this Plan shall not entitle or preclude the Participant from being granted further Awards pursuant to this Plan or from participating in any other incentive plan operated by the Company or the Group.

14.

Rights as an Advisor or a Board Member

This Plan shall not be construed to give any Advisor or Board Member participating pursuant to this Plan the right to continue to be an Advisor or a Board Member respectively.

15.

Notices

15.1

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Plan and each relevant Award Agreement must be in writing, in English and will be deemed to have been delivered:

15.1.1

upon receipt, when delivered personally;

15.1.2

upon receipt, when sent by facsimile, provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party; or

15.1.3

five business days after deposit with an internationally recognised delivery service, in each case properly addressed to the party to receive the same at the addresses and facsimile numbers set out in each relevant Share Agreement or such other addresses as communicated in the manner set out above to the other party from time to time.

16.

Conflict with Award Agreements

In case of a conflict between the provisions of an Award Agreement and this Plan, the provisions of the Award Agreement shall prevail. Any conflicting or inconsistent term of this Plan shall be interpreted and implemented by the CEO in a manner consistent with the Award Agreement.

17.

Insider Trading

The rules adopted by the Company with respect to insider trading may limit the possibility to grant Awards, exercise Options, dispose of Shares and other possible transactions with securities. The rules may be amended from time to time. Prior to any sale of Shares you must ensure that you have reviewed the rules as they apply at that time.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

18.

Governing law and jurisdiction

18.1

This Plan shall be governed by and shall be construed in accordance with the law of the Netherlands.

18.2

The Company, Group Companies and the Participants irrevocably submit, in respect of any suit, action or proceeding related to the interpretation or enforcement of this Plan, to the exclusive jurisdiction of the courts of Amsterdam.

INTERXION HOLDING N.V. 2013 AMENDED INTERNATIONAL EQUITY BASED INCENTIVE PLAN /

30 OCTOBER 2013

EFFECTIVE DATE: 25 November 2013

Exhibit 4.5

LOGO

TERMS AND CONDITIONS

of the

INTERXION HOLDING N.V.

2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

Adopted by the Board on 13 May 2017

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017


Contents
PREAMBLE		3
1	DEFINITIONS	3
2	POWERS OF AND INTERPRETATION BY THE BOARD	7
3	ELIGIBILITY	8
4	AVAILABLE SHARES	8
5	AWARD	8
6	PERFORMANCE ADJUSTMENT, VESTING AND FORFEITURE	9
7	LEAVER PROVISIONS	10
8	RELEASE OF SHARES	11
9	RESTRICTIONS ATTACHED TO AWARDS	11
10	CORPORATE REORGANISATION	12
11	AMENDMENT OR TERMINATION OF THE PLAN	12
12	COSTS, TAX AND SOCIAL SECURITY	12
13	RIGHTS AS AN EXECUTIVE DIRECTOR	13
14	NOTICES	13
15	CONFLICT WITH AWARD AGREEMENT	13
16	INSIDER TRADING	14
17	GOVERNING LAW AND JURISDICTION	14

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

Preamble

In order to encourage, motivate and reward the Participant (as defined hereafter) for his contributions to the profitable growth of the Company (as defined hereafter) and its Group Companies (as defined hereafter), and to align the interests of the Participant with the interests of the shareholders of the Company, the Company wishes to operate this incentive scheme, whereby Performance Shares (as defined hereafter) may be awarded to the Participant from time to time under the terms and conditions of this Plan.

In accordance with the recommendation of the Compensation Committee (as defined hereafter) the Plan has been adopted by the Board on 13 May 2017.

1	Definitions

1.1

In this Plan, the following definitions shall have the meaning set forth below unless explicitly expressed otherwise.


Award		means the number of Performance Shares awarded to the Participant pursuant to this Plan and the Award Agreement;

Award Agreement		means the signed written agreement between the Participant and the Company setting out the details of an Award in the form described in Article 5.1 of the Plan;

Award Date		means the date on which an Award is made to the Participant as specified in the relevant Award Agreement;

Award Year		means the calendar year from 1 January until 31 December in which the Award is made to the Participant;

Board		means the board of directors of the Company (including the executive and non-executive directors);

Cash Settlement		means the opportunity available to the Participant to initiate an immediate sale of the Shares by the Company on his account;

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017


Cause		means (i) convicted of committing any felony under applicable criminal law, or (ii) a breach of any material fiduciary duty or act of dishonesty, fraudulent misrepresentation or moral turpitude which violation, breach or act has or may be reasonably be expected to have a material detrimental impact on the business of the Company or any Group Company, or prevents or materially impairs or may reasonably be expected to prevent or materially impair the Participant’s effective performance of his duties for the Company or any Group Company;

Change of Control		means (i) any merger or consolidation of the Company with or into any other person or any stock purchase or sale, reorganization, recapitalization or other transaction, in each case, in one transaction or a series of related transactions, if, immediately after giving effect to such transaction(s), any person or a group of persons under Common Control, not currently controlling the Company acquires Common Control of the Company or of its transferee(s) or surviving persons; (ii) any sale, transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of the Company, on a consolidated basis, in one transaction or a series of related transactions;

Common Control		means, with respect to any person, the power to control, directly or indirectly, greater than 50% of the voting interest of all shares by such a person or the ability to appoint or elect more than 50% of the board of directors or other equivalent governing board by such a person, whether such power is effected through ownership of shares or other securities, by contract, by proxy or otherwise;

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017


Company		means InterXion Holding N.V., a public company (naamloze vennootschap) incorporated under the laws of the Netherlands, currently having its registered seat at Amsterdam, the Netherlands, and its registered office at Tupolevlaan 24, 1119 NX Schiphol-Rijk, the Netherlands, registered with the Dutch Chamber of Commerce under the number 33301892, or any successor corporation;

Company’s Articles		means the articles of association of the Company as amended from time to time;

Compensation Committee		means the compensation committee of the Company that, amongst others, executes certain responsibilities of the Board relating to the review and approval of the Plan;

Executive Director		means the executive director (uitvoerend bestuurder) of the Company appointed by the General Meeting in accordance with the Company’s Articles;

Fair Market Value		means the closing price (slotkoers) of a Share on the New York Stock Exchange (NYSE) on the date the fair market value is to be determined converted into Euros against the noon (Central European Time) exchange rate on that same date;

General Meeting		means the general meeting of shareholders of the Company;

Group		means (i) the Company together with companies which are under Common Control of the Company, or (ii) or any other company as resolved by the Board;

Group Company		means a company which forms part of the Group;

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017


Insider Trading Rules		means the internal InterXion Holding N.V. Insider Trading Policy as published on the Company’s website, as may be amended from time to time;

Participant		means the Executive Director as from the moment one or more Awards have been made to him under this Plan;

Performance Period		means the three year period starting on 1 January of the Award Year and ending on 31 December of the third year after the starting date;

Performance Share		means a conditional right to receive one Share on the Vesting Date;

Permanent Disability		means the determination of the company doctor that the Participant is permanently unable to perform his work (volledig duurzaam arbeidsongeschikt) due to mental or physical disability;

Plan		means this InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan, as adopted by the Board and may be amended from time to time;

Relative TSR Performance		means the cumulative total shareholder return of the Company over the Performance Period, relative to the cumulative total shareholder return of the constituents of the S&P Small Cap 600 Index over the Performance Period, calculated on a percentile ranking basis, whereby the starting price is the average closing share price in the month of January of the Award Year and the closing price is the average closing share price in the month of December of the last year of the Performance Period. Total shareholder return includes share price performance and the re-investment of dividends, if applicable;

Retirement		means retirement on or after the Participant reaches the State pension age (AOW-gerechtigde leeftijd);

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017


Share		means an ordinary share in the capital of the Company with a nominal value of EUR 0.10 (ten Eurocents), or other nominal value as specified in the Company’s Articles from time to time, and “Shares” shall be construed and interpreted accordingly;

Shareholder		means a holder of legal title to Shares;

Share Pool		means the number of Shares available for awards made under all equity based incentive plans of the Company;

Vesting		means the satisfaction of the requirements of Article 6 of this Plan and “Vest” shall be construed and interpreted accordingly;

Vesting Date		means the date(s) on which an Award shall Vest, as determined in the Award Agreement.

1.2

Where the context so requires and admits, singular expressions shall include the plural and vice versa, and all references to the masculine gender shall include the feminine and vice versa.

1.3

The headings in this Plan are for the sake of convenience only and do not affect the interpretation of the Plan.

2	Powers of and interpretation by the Board

2.1

On behalf of the Company, upon a proposal of the Compensation Committee, the Board shall have the right and the authority to:

2.1.1

authorise any person to execute, on behalf of the Company, any instrument required to affect Awards made pursuant to this Plan;

2.1.2

insofar as it is required in order to ensure continued compliance with statutory and/or regulatory requirements prescribe, amend and rescind the rules and regulations of or relating to this Plan unless, with respect to any previous Awards made to the Participant and without obtaining such Participant’s consent, such action would adversely materially affect the rights or position of the relevant Participant;

2.1.3

construe and interpret this Plan, any relevant Award Agreement and any other agreement or document executed pursuant to this Plan;

2.1.4

make such determinations as are deemed necessary or desirable for the proper administration of this Plan.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

2.2

Subject to compliance with Article 2.1 of this Plan, the Board’s interpretation and construction of any provision in this Plan or of any Award made under this Plan or of any Award Agreement shall be final and binding on all persons claiming an interest in any Award made under this Plan. The Board shall not be liable for any action or determination made in good faith with respect to this Plan.

3	Eligibility

3.1

Subject to applicable securities law and applicable Company rules and policies, the Executive Director is eligible to be granted Awards under this Plan.

3.2

No Award shall be made without the approval of the Board upon a proposal of the Compensation Committee.

3.3

Awards may be made to the Executive Director from the date his term as Executive Director commences.

4	Available Shares

4.1

Awards under this Plan shall be made from the Share Pool.

4.2

The Share Pool consists of 5,273,371 Shares. The Share Pool covers awards made under all equity-based incentive plans of the Company. Taking into account the awards made under those plans, approximately 1,738,000 Shares are available for Awards under this Plan as from the date of adoption of this Plan. The Company shall at all times keep available sufficient authorised and unissued Shares or shall procure sufficient Shares to be available for transfer to satisfy the Vesting of all outstanding Awards.

4.3

Shares subject to awards that expire, terminate or are otherwise surrendered, cancelled or forfeited under other equity-based incentive plans shall be returned to the Share Pool.

Award

5.1

Subject to Articles 2, 3 and 4 of this Plan, Awards may be made to the Executive Director by the Board upon a proposal of the Compensation Committee. Each Award shall be evidenced by an Award Agreement to be entered into between the Executive Director and the Company, setting forth the terms and conditions pertaining to the Award. Such Award Agreement shall be compliant with the tax and regulatory regime in the country in which the Executive Director resides and shall, together and concurrently with this Plan set out the rights and obligations pertaining to the Award subject to local legal and regulatory requirements.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

5.2

The number of Performance Shares awarded shall be specified in the Award Agreement. The number of Shares to which the Participant is ultimately entitled under the Award is dependent on the Relative TSR Performance over the Performance Period as determined in accordance with Article 6.1 of the Plan.

5.3

During the Vesting period of the Award, the Participant is not entitled to conclude contracts or acquire instruments to hedge his financial position in the Awards acquired under this Plan.

6	Performance Adjustment, Vesting and Forfeiture

6.1

The number of Shares to which the Participant is ultimately entitled under the Award is dependent on the Relative TSR Performance over the Performance Period. The actual number of Shares to be awarded will be calculated as follows:

6.1.1

the number of Performance Shares made under the Award x 0%, if the Relative TSR Performance of the Company is ranked at a level below the 25^th percentile performance of the constituents of the S&P SmallCap 600; or

6.1.2

the number of Performance Shares made under the Award x 25%, if the Relative TSR Performance of the Company is ranked at a level equal to the 25^th percentile performance of the constituents of the S&P SmallCap 600; or

6.1.3

the number of Performance Shares made under the Award x 100%, if the Relative TSR Performance of the Company is ranked at a level equal to the 50^th percentile performance of the constituents of the S&P SmallCap 600; or

6.1.4

the number of Performance Shares made under the Award x 175%, if the Relative TSR Performance of the Company is ranked at a level equal to or higher than the 75^th percentile performance of the constituents of the S&P SmallCap 600,

whereby the actual number of Shares to be awarded for Relative TSR Performance between percentile levels is calculated on a linearly interpolated basis.

6.2

Subject to Article 6.3 of this Plan, the number of Shares as calculated in accordance with Article 6.1 of this Plan shall Vest in two (2) equal annual instalments:

6.2.1

the first instalment (50%) will Vest upon approval of the number of Shares to be awarded to the Participant, as calculated in accordance with Article 6.1 of this Plan, at the Annual General Meeting in the year following the end of the Performance Period;

6.2.2

the second instalment (50%) will Vest on the (4) fourth anniversary of the Award Date.

6.3

Except in the circumstances as described in Article 6.4 and Article 7.3 of this Plan, vesting of the Shares is subject to the Participant’s continued appointment with the Company on the Vesting Date.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

6.4

In case of a Change of Control of the Company (including any of its successors) resulting in one of the following situations:

6.4.1

this Plan and/or the Award Agreement is terminated;

6.4.2

the employment agreement or management agreement between the Participant and the Company (including any of its successors) is terminated by the Company (including any of its successors) other than for Cause; or

6.4.3

the Participant is offered a position which is a material demotion to the current position of the Participant,

all Performance Shares shall Vest immediately, whereby (i) in the event the calculation of Article 6.1 of this Plan has been performed and the ultimate number of shares to be awarded has been confirmed in writing to the Participant, the Participant shall be entitled to the number of Shares as calculated in accordance with Article 6.1 of this Plan, or (ii) in the event the calculation of Article 6.1 of this Plan has not been performed, the Participant will be entitled to the number of Shares that equals the number of the Performance Shares as set out in the Award Agreement.

7	Leaver provisions

7.1

Unless provided otherwise in each relevant Award Agreement or in this Plan, the unvested portion of Awards made to the Participant shall immediately be forfeited if the Participant ceases to be the Executive Director. No claim for payment or compensation exists for the Participant in respect of such forfeiture.

7.2

If the Participant ceases to be the Executive Director for Cause, all Vested and unvested parts of Awards made to the Participant will immediately be forfeited.

7.3

If the Participant ceases to be the Executive Director as a consequence of (i) Retirement in mutual consultation with the Compensation Committee, (ii) Permanent Disability, or (iii) death of the Participant, the Participant or his heirs shall be entitled to a pro rata part, as calculated on a daily basis, of the unvested portion of Awards made to the Participant, for the period that the Participant was the Executive Director during the Performance Period, whereby the pro-rated number of Shares shall be adjusted in accordance with Article 6.1 of the Plan after the Performance Period, and will vest in accordance with the schedule as set out in Article 6.2 of the Plan.

7.4

If the issue of the actual number of Shares requires the prior approval of the General Meeting and such approval is withheld, the Participant or the Participant’s heirs will receive an amount equal to the net proceeds of the sale of the Vested but unissued Shares as if these Shares would have been sold on the date of death or the date the Participant ceases to be the Executive Director.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

8	Release of Shares

8.1

As soon as practical following the Vesting Date of the Performance Shares, the Shares shall be released by the Company to the Participant.

8.2

Where the Participant has opted for a Cash Settlement by means of an immediate sale of either all the Shares or sufficient Shares to cover taxes due upon the Vesting Date, the Company shall provide for a sale of the Shares immediately after Vesting upon request and on behalf of the Participant. If the Participant has requested the Company to sell the Shares, the Participant agrees that the Company will sell such Shares “at best price” at the risk and for the account of the Participant. When transferring the cash amount to the Participant, the Company will take into account Article 12 of this Plan.

9	Restrictions attached to Awards

9.1

Each Award made to the Participant is strictly personal and shall, during the lifetime of the Participant, not be assignable or transferable. In the event of the Participant’s death, the Award held by the Participant shall be transferable to the Participant’s beneficiaries only by last will and testament or by the applicable laws of descent and distribution. Any other assignment or transfer shall be deemed to be null and void and Awards allegedly so assigned or transferred shall lapse with immediate effect.

9.2

The Participant shall have no rights as a Shareholder until the date on which such Shares have Vested. No adjustments and exceptions shall be made in connection with dividends (ordinary or extra-ordinary or whether in currency, securities, or other property), distributions or other rights accruing to Shareholders prior to the Vesting Date.

9.3

Each Award Agreement shall contain such other provisions as are deemed appropriate by the Board, upon a proposal of the Compensation Committee, including but not limited to:

9.3.1

restrictions on the Vesting of Shares and/or;

9.3.2

restrictions on continued ownership of Shares following a termination of Board membership and/or;

9.3.3

submission by the Participant of such forms and documents as the Company may reasonably require and/or;

9.3.4

procedures to facilitate the payment of withholding taxes and social security charges in accordance with Article 12 of this Plan.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

10	Corporate reorganisation

10.1

The Board, upon a proposal of the Compensation Committee, shall be allowed (but for the avoidance of doubt, not obliged) to make adjustments to the class and number of Shares to which this Plan applies and/or any other aspect of this Plan in each case to prevent dilution or appreciation of the rights of the Participant in connection with any increase or reduction of Shares which were issued without the Company receiving adequate consideration in exchange, such as (but not limited to) the payment of a dividend, a stock split, a reverse stock split, a re-capitalisation, a combination, or reclassification or any other similar event. Upon any such adjustments being made, fractions of a Share shall not be issued but shall either be paid to the Participant in cash at Fair Market Value or shall be rounded down or up to the nearest Share.

10.2

Notwithstanding any other provision of this Plan (but subject to any approval required pursuant to the Company’s Articles, agreements binding on the Company and applicable legislation), upon the Company’s dissolution, liquidation, sale of all or substantially all of its assets, merger, split, consolidation, the occurrence of a similar event relating to the Company or in the event of a change of control or share-for-share exchange, the Board, upon a proposal of the Compensation Committee, shall have the power to (i) cancel on a cash-out basis any or all of the outstanding Awards immediately prior to such event; (ii) roll-over outstanding Awards to a new incentive arrangement; or (iii) make any other amendment as the Board deems fit with due regard of the outstanding rights of Participants.

10.3

Except as expressly provided in this Article 10 of this Plan, the Participant shall not be afforded any rights whatsoever by reason of any capital or corporate reorganisation of the Group.

10.4

Awards pursuant to this Plan shall not in any way affect the rights or power of the Company to affect any capital or corporate reorganisation.

11	Amendment or termination of the Plan

The Board, upon proposal of the Compensation Committee, may revise, amend, suspend or terminate this Plan in whole or in part including, without limitation, the adoption of any amendment deemed necessary or desirable to have the Awards comply with and be aligned to the rules and regulations imposed on the Company by a recognised stock exchange and to correct any inconsistency, defect or omission in the Plan or in any Awards pursuant to this Plan.

12	Costs, tax and social security

12.1

All applicable personal tax and social security levies due, legal and professional fees incurred by the Participant upon and in relation to the Vesting and/or transfer of Shares shall be borne by the Participant.

12.2

Upon Shares Vesting, the Company may require the Participant (prior to the Shares being sold) to remit to the Company an amount sufficient to satisfy all withholding tax and social security charges due in connection with the Award and/or Vesting or sale of Shares. The Company will have the right to withhold the required tax and social security due on the Shares from any payment made to the Participant.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

12.3

13	Rights as an Executive Director

13.1

This Plan shall not be construed to give the Executive Director participating pursuant to this Plan the right to continue to be an Executive Director respectively.

13.2

Any Award under this Plan shall not give rights to Awards under this Plan in the future.

14	Notices

14.1

14.1.1

upon receipt, when delivered personally;

14.1.2

upon receipt, provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party; or

14.1.3

five business days after deposit with an internationally recognised delivery service, in each case properly addressed to the party to receive the same at the addresses set out in each relevant Award Agreement or such other addresses as communicated in the manner set out above to the other party from time to time.

15	Conflict with Award Agreement

In the event of a conflict between the provisions of an Award Agreement and this Plan, the provisions of the Award Agreement shall prevail. Any conflicting or inconsistent term of this Plan shall be interpreted and implemented by the Compensation Committee in a manner consistent with the Award Agreement.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

16	Insider Trading

16.1

The Participant shall be subject to and bound by the terms and conditions of any internal Insider Trading Rules and statutory insider trading rules as well as other statutory or stock exchange rules that may be applicable in accordance with those rules. Such rules may limit the possibility to make Awards, dispose of Shares and other possible transactions with securities. The rules may be amended from time to time. Prior to any sale of Shares, the Participant must ensure that they have reviewed the rules as they apply at that time.

16.2

The Participant is deemed to be familiar with and responsible for complying with any applicable Insider Trading Rules or any other information, guidance and /or regulations issued by the Company or relevant government of regulatory bodies. The Company shall incur no liability should the Participant act in breach of these Insider Trading Rules.

17	Governing law and jurisdiction

17.1

This Plan shall be governed by and shall be construed in accordance with the law of the Netherlands.

17.2

The Company, Group Companies and the Participant irrevocably submit, in respect of any suit, action or proceeding related to the interpretation or enforcement of this Plan, to the exclusive jurisdiction of the courts of Amsterdam.

INTERXION HOLDING N.V. 2017 EXECUTIVE DIRECTOR LONG TERM INCENTIVE PLAN

EFFECTIVE DATE: 13 May 2017

Exhibit 5.1

[LETTERHEAD OF VENABLE LLP]

March 9, 2020

Digital Realty Trust, Inc.

Four Embarcadero Center, Suite 3200

San Francisco, California 94111

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Digital Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the issuance and registration of up to 578,688 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). 390,305 Shares are issuable upon settlement of restricted stock units (“RSUs”) converted from outstanding awards under the InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan (the “2013 Plan”) and 188,383 Shares are issuable upon settlement of RSUs converted from outstanding awards under the InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan (the “2017 Plan” and, together with the 2013 Plan, the “Plans”), which Plans were assumed by the Company pursuant to the terms of the Purchase Agreement, dated as of October 29, 2019, as amended by Amendment No. 1 to Purchase Agreement, dated as of January 23, 2020 (as amended, the “Purchase Agreement”), by and among the Company, Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), a private limited liability company organized under the laws of the Netherlands and an indirect subsidiary of the Company, and InterXion Holdings N.V., a Dutch public limited liability company organized under the laws of the Netherlands.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (herein collectively referred to as the “Documents”):

1. The Registration Statement, and the related form of prospectus, in the form in which it was transmitted to the Commission under the 1933 Act;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Eighth Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

Digital Realty Trust, Inc.

March 9, 2020

Page 2

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. The Purchase Agreement;

6. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, (i) the approval of the Purchase Agreement and (ii) the issuance and registration of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

7. A certificate executed by an officer of the Company, dated as of the date hereof; and

8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Digital Realty Trust, Inc.

March 9, 2020

Page 3

5. Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

6. The Shares will not be issued or transferred in violation of any restriction on transfer and ownership of shares of stock of the Company set forth in the Charter or in either of the Plans.

7. Each RSU has been validly granted in accordance with the applicable Plan and will be exchanged in accordance with the terms of such Plan, including any form of award agreement entered into in connection therewith, at the time of any exchange of such RSU.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if issued and delivered in accordance with the Registration Statement, the Resolutions, the Purchase Agreement, the applicable Plan and any form of award agreement utilized under such Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other state. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Digital Realty Trust, Inc.

March 9, 2020

Page 4

Very truly yours,

/s/ Venable LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Digital Realty Trust, Inc.

and

The Board of Directors of the General Partner

Digital Realty Trust, L.P.:

We consent to the use of our reports dated March 2, 2020, with respect to:

(i)

The consolidated balance sheets of Digital Realty Trust, Inc. and subsidiaries as of December 31, 2019 and 2018, the related consolidated income statements and statements of comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III, properties and accumulated depreciation;

(ii)

The effectiveness of Digital Realty Trust, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2019; and

(iii)

The consolidated balance sheets of Digital Realty Trust, L.P. and subsidiaries as of December 31, 2019 and 2018, the related consolidated income statements and statements of comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III, properties and accumulated depreciation,

incorporated herein by reference.

Our reports with respect to the December 31, 2019 consolidated financial statement of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. refer to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of ASU No. 2016-02 Leases and related accounting standards updates (collectively topic 842).

/s/ KPMG LLP

San Francisco, California

March 9, 2020