☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 77-0487526 | |||||||
(State of incorporation) | (I.R.S. Employer Identification No.) |
Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Common Stock, $0.001 | EQIX | The Nasdaq Stock Market LLC | ||||||||||||
0.250% Senior Notes due 2027 | The Nasdaq Stock Market LLC | |||||||||||||
1.000% Senior Notes due 2033 | The Nasdaq Stock Market LLC |
Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
Emerging growth company | ☐ |
Page No. | ||||||||
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Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
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Item 5. | ||||||||
Item 6. | ||||||||
March 31, 2022 | December 31, 2021 | ||||||||||
(Unaudited) | |||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 1,695,305 | $ | 1,536,358 | |||||||
Accounts receivable, net of allowance of $14,001 and $11,635 | 780,404 | 681,809 | |||||||||
Other current assets | 471,894 | 462,739 | |||||||||
Assets held for sale | 115,193 | 276,195 | |||||||||
Total current assets | 3,062,796 | 2,957,101 | |||||||||
Property, plant and equipment, net | 15,512,991 | 15,445,775 | |||||||||
Operating lease right-of-use assets | 1,234,257 | 1,282,418 | |||||||||
Goodwill | 5,316,079 | 5,372,071 | |||||||||
Intangible assets, net | 1,877,541 | 1,935,267 | |||||||||
Other assets | 1,019,569 | 926,066 | |||||||||
Total assets | $ | 28,023,233 | $ | 27,918,698 | |||||||
Liabilities and Stockholders' Equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable and accrued expenses | $ | 811,157 | $ | 879,144 | |||||||
Accrued property, plant and equipment | 236,608 | 187,334 | |||||||||
Current portion of operating lease liabilities | 146,239 | 144,029 | |||||||||
Current portion of finance lease liabilities | 148,411 | 147,841 | |||||||||
Current portion of mortgage and loans payable | 31,993 | 33,087 | |||||||||
Other current liabilities | 232,606 | 214,519 | |||||||||
Total current liabilities | 1,607,014 | 1,605,954 | |||||||||
Operating lease liabilities, less current portion | 1,060,078 | 1,107,180 | |||||||||
Finance lease liabilities, less current portion | 2,027,228 | 1,989,668 | |||||||||
Mortgage and loans payable, less current portion | 691,523 | 586,577 | |||||||||
Senior notes, less current portion | 10,953,832 | 10,984,144 | |||||||||
Other liabilities | 740,748 | 763,411 | |||||||||
Total liabilities | 17,080,423 | 17,036,934 | |||||||||
Commitments and contingencies (Note 11) | |||||||||||
Equinix stockholders' equity | |||||||||||
Common stock, $0.001 par value per share: 300,000,000 shares authorized; 91,303,799 issued and 91,013,824 outstanding in 2022 and 90,872,826 issued and 90,571,406 outstanding in 2021 | 91 | 91 | |||||||||
Additional paid-in capital | 16,145,424 | 15,984,597 | |||||||||
Treasury stock, at cost; 289,975 shares in 2022 and 301,420 shares in 2021 | (107,949) | (112,208) | |||||||||
Accumulated dividends | (6,449,713) | (6,165,140) | |||||||||
Accumulated other comprehensive loss | (1,052,914) | (1,085,751) | |||||||||
Retained earnings | 2,407,946 | 2,260,493 | |||||||||
Total Equinix stockholders' equity | 10,942,885 | 10,882,082 | |||||||||
Non-controlling interests | (75) | (318) | |||||||||
Total stockholders' equity | 10,942,810 | 10,881,764 | |||||||||
Total liabilities and stockholders' equity | $ | 28,023,233 | $ | 27,918,698 |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
(Unaudited) | |||||||||||
Revenues | $ | 1,734,447 | $ | 1,596,064 | |||||||
Costs and operating expenses: | |||||||||||
Cost of revenues | 915,875 | 811,217 | |||||||||
Sales and marketing | 192,511 | 182,827 | |||||||||
General and administrative | 352,687 | 301,456 | |||||||||
Transaction costs | 4,240 | 1,182 | |||||||||
Loss on asset sales | 1,818 | 1,720 | |||||||||
Total costs and operating expenses | 1,467,131 | 1,298,402 | |||||||||
Income from operations | 267,316 | 297,662 | |||||||||
Interest income | 2,106 | 729 | |||||||||
Interest expense | (79,965) | (89,681) | |||||||||
Other expense | (9,549) | (6,950) | |||||||||
Gain (loss) on debt extinguishment | 529 | (13,058) | |||||||||
Income before income taxes | 180,437 | 188,702 | |||||||||
Income tax expense | (32,744) | (32,628) | |||||||||
Net income | 147,693 | 156,074 | |||||||||
Net (income) loss attributable to non-controlling interests | (240) | 288 | |||||||||
Net income attributable to Equinix | $ | 147,453 | $ | 156,362 | |||||||
Earnings per share ("EPS") attributable to Equinix: | |||||||||||
Basic EPS | $ | 1.62 | $ | 1.75 | |||||||
Weighted-average shares for basic EPS | 90,771 | 89,330 | |||||||||
Diluted EPS | $ | 1.62 | $ | 1.74 | |||||||
Weighted-average shares for diluted EPS | 91,162 | 89,842 |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
(Unaudited) | |||||||||||
Net income | $ | 147,693 | $ | 156,074 | |||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Foreign currency translation adjustment ("CTA") loss, net of tax effects of $0 and $0 | (122,534) | (295,146) | |||||||||
Net investment hedge CTA gain, net of tax effect of $0 and $0 | 91,358 | 170,175 | |||||||||
Unrealized gain on cash flow hedges, net of tax effects of $(4,727) and $(7,892) | 64,037 | 29,478 | |||||||||
Net actuarial gain (loss) on defined benefit plans, net of tax effects of $4 and $(5) | (21) | 12 | |||||||||
Total other comprehensive income (loss), net of tax | 32,840 | (95,481) | |||||||||
Comprehensive income, net of tax | 180,533 | 60,593 | |||||||||
Net (income) loss attributable to non-controlling interests | (240) | 288 | |||||||||
Other comprehensive (income) loss attributable to non-controlling interests | (3) | 1 | |||||||||
Comprehensive income attributable to Equinix | $ | 180,290 | $ | 60,882 |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
(Unaudited) | |||||||||||
Cash flows from operating activities: | |||||||||||
Net income | $ | 147,693 | $ | 156,074 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation | 385,771 | 341,622 | |||||||||
Stock-based compensation | 89,952 | 78,350 | |||||||||
Amortization of intangible assets | 49,569 | 53,395 | |||||||||
Amortization of debt issuance costs and debt discounts and premiums | 4,204 | 3,940 | |||||||||
Provision for credit loss allowance | 3,406 | 2,740 | |||||||||
Loss on asset sales | 1,818 | 1,720 | |||||||||
(Gain) loss on debt extinguishment | (529) | 13,058 | |||||||||
Other items | 3,690 | 7,743 | |||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (100,727) | (17,620) | |||||||||
Income taxes, net | 13,881 | (10,274) | |||||||||
Other assets | 6,115 | (73,255) | |||||||||
Operating lease right-of-use assets | 35,400 | 40,924 | |||||||||
Operating lease liabilities | (31,740) | (36,563) | |||||||||
Accounts payable and accrued expenses | (75,980) | (76,362) | |||||||||
Other liabilities | 48,600 | (94,334) | |||||||||
Net cash provided by operating activities | 581,123 | 391,158 | |||||||||
Cash flows from investing activities: | |||||||||||
Purchases of investments | (38,558) | (22,406) | |||||||||
Sales of investments | — | 4,057 | |||||||||
Real estate acquisitions | (3,074) | (53,737) | |||||||||
Purchases of other property, plant and equipment | (412,518) | (563,598) | |||||||||
Proceeds from sale of assets, net of cash transferred | 195,391 | — | |||||||||
Net cash used in investing activities | (258,759) | (635,684) | |||||||||
Cash flows from financing activities: | |||||||||||
Proceeds from employee equity awards | 43,876 | 40,034 | |||||||||
Payment of dividends | (289,669) | (263,039) | |||||||||
Proceeds from senior notes, net of debt discounts | — | 1,290,752 | |||||||||
Proceeds from mortgage and loans payable | 676,850 | — | |||||||||
Repayments of finance lease liabilities | (40,773) | (32,584) | |||||||||
Repayments of mortgage and loans payable | (551,833) | (20,186) | |||||||||
Repayment of senior notes | — | (590,650) | |||||||||
Debt extinguishment costs | — | (8,521) | |||||||||
Debt issuance costs | (7,366) | (3,152) | |||||||||
Net cash (used in) provided by financing activities | (168,915) | 412,654 | |||||||||
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | 4,593 | (22,019) | |||||||||
Net increase in cash, cash equivalents and restricted cash | 158,042 | 146,109 | |||||||||
Cash, cash equivalents and restricted cash at beginning of period | 1,549,454 | 1,625,695 | |||||||||
Cash, cash equivalents and restricted cash at end of period | $ | 1,707,496 | $ | 1,771,804 | |||||||
Cash and cash equivalents | $ | 1,695,305 | $ | 1,752,990 | |||||||
Current portion of restricted cash included in other current assets | 11,295 | 9,702 | |||||||||
Non-current portion of restricted cash included in other assets | 896 | 9,112 | |||||||||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows | $ | 1,707,496 | $ | 1,771,804 |
Accounts receivable, net (1) | Contract assets, current | Contract assets, non-current | Deferred revenue, current | Deferred revenue, non-current | |||||||||||||||||||||||||
Beginning balances as of January 1, 2022 | $ | 681,809 | $ | 65,392 | $ | 55,486 | $ | 109,736 | $ | 87,495 | |||||||||||||||||||
Closing balances as of March 31, 2022 | 780,404 | 65,948 | 56,226 | 115,055 | 84,374 | ||||||||||||||||||||||||
Increase (Decrease) | $ | 98,595 | $ | 556 | $ | 740 | $ | 5,319 | $ | (3,121) |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Net income | $ | 147,693 | $ | 156,074 | |||||||
Net (income) loss attributable to non-controlling interests | (240) | 288 | |||||||||
Net income attributable to Equinix | $ | 147,453 | $ | 156,362 | |||||||
Weighted-average shares used to calculate basic EPS | 90,771 | 89,330 | |||||||||
Effect of dilutive securities: | |||||||||||
Employee equity awards | 391 | 512 | |||||||||
Weighted-average shares used to calculate diluted EPS | 91,162 | 89,842 | |||||||||
EPS attributable to Equinix: | |||||||||||
Basic EPS | $ | 1.62 | $ | 1.75 | |||||||
Diluted EPS | $ | 1.62 | $ | 1.74 |
GPX India(1) | |||||
Final | |||||
Cash and cash equivalents | $ | 9,406 | |||
Accounts receivable | 4,399 | ||||
Other current assets | 8,883 | ||||
Property, plant and equipment | 88,130 | ||||
Operating lease right-of-use assets | 62 | ||||
Intangible assets | 15,408 | ||||
Goodwill | 77,145 | ||||
Deferred tax and other assets | 20 | ||||
Total assets acquired | 203,453 | ||||
Accounts payable and accrued liabilities | (1,566) | ||||
Other current liabilities | (478) | ||||
Operating lease liabilities | (62) | ||||
Finance lease liabilities | (20,565) | ||||
Deferred tax and other liabilities | (10,317) | ||||
Net assets acquired | $ | 170,465 |
Intangible Assets | Fair Value | Estimated Useful Lives (Years) | Weighted-average Estimated Useful Lives (Years) | Discount Rate | ||||||||||||||||||||||
GPX India: | ||||||||||||||||||||||||||
Customer relationships (1) | $ | 15,408 | 15.0 | 15.0 | 11.0 | % |
March 31, 2022 | |||||
Operating lease right-of-use assets | $ | 12,403 | |||
Property, plant and equipment | 99,600 | ||||
Other assets | 3,190 | ||||
Total assets held for sale | $ | 115,193 | |||
Current portion of operating lease liabilities | $ | 2,039 | |||
Operating lease liabilities, less current portion | 348 | ||||
Accrued property, plant and equipment | 16,080 | ||||
Total liabilities held for sale (1) | $ | 18,467 | |||
Investee | Ownership Percentage | March 31, 2022 | December 31, 2021 | |||||||||||||||||
EMEA 1 Joint Venture with GIC | 20% | $ | 127,827 | $ | 131,516 | |||||||||||||||
EMEA 2 Joint Venture with GIC | 20% | 35,255 | 34,944 | |||||||||||||||||
Asia-Pacific 1 Joint Venture with GIC | 20% | 64,188 | 60,108 | |||||||||||||||||
Asia-Pacific 2 Joint Venture with PGIM | 20% | 30,286 | — | |||||||||||||||||
Other | Various | 19,759 | 18,481 | |||||||||||||||||
Total | $ | 277,315 | $ | 245,049 | ||||||||||||||||
Asia-Pacific 1 Joint Venture | EMEA 2 Joint Venture | Asia-Pacific 2 Joint Venture | ||||||||||||||||||
Equity Investment | $ | 64,188 | $ | 35,255 | $ | 30,286 | ||||||||||||||
Outstanding Receivables | 2,124 | 18,676 | 6,950 | |||||||||||||||||
Future Equity Contribution Commitments (1) | 2,030 | 67,033 | 1,086 | |||||||||||||||||
Maximum Future Payments under Debt Guarantees (2) | N/A (3) | 37,133 | N/A (3) | |||||||||||||||||
Total | $ | 68,342 | $ | 158,097 | $ | 38,322 |
Three Months Ended March 31, | ||||||||||||||||||||
Related Party | Nature of Transaction | 2022 | 2021 | |||||||||||||||||
EMEA 1 Joint Venture | Revenues | $ | 6,302 | $ | 7,189 | |||||||||||||||
EMEA 1 Joint Venture | Expenses (1) | 4,328 | 4,541 | |||||||||||||||||
Asia-Pacific 1 Joint Venture | Revenues | 2,811 | — | |||||||||||||||||
EMEA 2 Joint Venture | Revenues | 4,107 | — | |||||||||||||||||
Asia-Pacific 2 Joint Venture | Revenues | 85 | — |
Related Party | Balance Sheet Line Item | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||
EMEA 1 Joint Venture | Receivables | $ | 36,099 | $ | 32,077 | |||||||||||||||||||||||||||
Contract Assets (1) | 54,132 | 54,503 | ||||||||||||||||||||||||||||||
Finance Lease Right of Use Assets | 113,081 | 118,817 | ||||||||||||||||||||||||||||||
Other Liabilities and Payables | 1,011 | 2,483 | ||||||||||||||||||||||||||||||
Other Liabilities and Payables - construction obligation (2) | 41,453 | 39,382 | ||||||||||||||||||||||||||||||
Deferred Revenue | 16,375 | 16,886 | ||||||||||||||||||||||||||||||
Finance Lease Right of Use Liabilities | 119,539 | 124,918 | ||||||||||||||||||||||||||||||
Asia-Pacific 1 Joint Venture | Receivables | 2,124 | 2,124 | |||||||||||||||||||||||||||||
Payables | — | 121 | ||||||||||||||||||||||||||||||
EMEA 2 Joint Venture | Receivables | 18,676 | 26,953 | |||||||||||||||||||||||||||||
Contract Assets | 1,753 | 1,492 | ||||||||||||||||||||||||||||||
Payables | 2,049 | 1,755 | ||||||||||||||||||||||||||||||
Asia-Pacific 2 Joint Venture | Receivables | 6,950 | — |
March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
Assets (1) | Liabilities (2) | Assets (1) | Liabilities (2) | ||||||||||||||||||||
Designated as hedging instruments: | |||||||||||||||||||||||
Cash flow hedges | |||||||||||||||||||||||
Foreign currency forward and option contracts | $ | 34,888 | $ | 1,313 | $ | 22,866 | $ | 7,618 | |||||||||||||||
Interest rate locks | — | — | 8,662 | — | |||||||||||||||||||
Net investment hedges | |||||||||||||||||||||||
Cross-currency interest rate swaps | 94,482 | 7,081 | 56,921 | 19,441 | |||||||||||||||||||
Foreign currency forward contracts | 3,934 | 7,553 | 156 | 70 | |||||||||||||||||||
Total designated as hedging | 133,304 | 15,947 | 88,605 | 27,129 | |||||||||||||||||||
Not designated as hedging instruments: | |||||||||||||||||||||||
Embedded derivatives | — | — | 3,247 | 652 | |||||||||||||||||||
Economic hedges of embedded derivatives | — | — | 2,232 | 637 | |||||||||||||||||||
Foreign currency forward contracts | 8,215 | 36,085 | 83,265 | 5,854 | |||||||||||||||||||
Total not designated as hedging | 8,215 | 36,085 | 88,744 | 7,143 | |||||||||||||||||||
Total Derivatives | $ | 141,519 | $ | 52,032 | $ | 177,349 | $ | 34,272 |
Gross Amounts Offset in Consolidated Balance Sheet | |||||||||||||||||||||||||||||
Gross Amounts | Gross Amounts Offset in the Balance Sheet | Net Amounts | Gross Amounts not Offset in the Balance Sheet | Net | |||||||||||||||||||||||||
March 31, 2022 | |||||||||||||||||||||||||||||
Derivative assets | $ | 173,208 | $ | — | $ | 173,208 | $ | (47,621) | $ | 125,587 | |||||||||||||||||||
Derivative liabilities | 69,010 | — | 69,010 | (47,621) | 21,389 | ||||||||||||||||||||||||
December 31, 2021 | |||||||||||||||||||||||||||||
Derivative assets | $ | 207,037 | $ | — | $ | 207,037 | $ | (47,538) | $ | 159,499 | |||||||||||||||||||
Derivative liabilities | 49,326 | — | 49,326 | (47,538) | 1,788 |
As of March 31, 2022 | As of December 31, 2021 | |||||||||||||||||||||||||||||||||||||
Fair Value | Fair Value Measurement Using | Fair Value | Fair Value Measurement Using | |||||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||||||||
Money market and deposit accounts | $ | 264,367 | $ | 264,367 | $ | — | $ | 585,681 | $ | 585,681 | $ | — | ||||||||||||||||||||||||||
Derivative instruments (1) | 141,519 | — | 141,519 | 177,349 | — | 177,349 | ||||||||||||||||||||||||||||||||
Total | $ | 405,886 | $ | 264,367 | $ | 141,519 | $ | 763,030 | $ | 585,681 | $ | 177,349 | ||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||
Derivative instruments (1) | $ | 52,032 | $ | — | $ | 52,032 | $ | 34,272 | $ | — | $ | 34,272 | ||||||||||||||||||||||||||
Renewal/Termination Options excluded | Net Incremental (1) | |||||||||||||||||||||||||||||||||||||
Lease | Quarter | Transaction | Lease Classification | ROU assets | ROU liabilities | |||||||||||||||||||||||||||||||||
Atlanta 1 ("AT1") data center lease extended & expansion (2) | Q1 | Extended lease term by 12 years with additional three 10- year renewal options | Two 10-year renewal options | Finance Lease | $ | 71,994 | $ | 72,549 | ||||||||||||||||||||||||||||||
Operating Lease | (1,836) | (2,391) |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Finance lease cost | |||||||||||
Amortization of ROU assets (1) | $ | 40,123 | $ | 36,128 | |||||||
Interest on lease liabilities | 28,887 | 30,193 | |||||||||
Total finance lease cost | 69,010 | 66,321 | |||||||||
Operating lease cost | 51,630 | 56,454 | |||||||||
Variable lease cost | 7,616 | 8,040 | |||||||||
Total lease cost | $ | 128,256 | $ | 130,815 |
Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |||||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
Operating cash flows from finance leases | $ | 28,297 | $ | 28,399 | ||||
Operating cash flows from operating leases | 47,970 | 52,092 | ||||||
Financing cash flows from finance leases | 40,773 | 32,584 | ||||||
ROU assets obtained in exchange for lease obligations: (1) | ||||||||
Finance leases | $ | 26,339 | $ | 186,981 | ||||
Operating leases | 7,400 | (1,948) | ||||||
As of March 31, 2022 | As of December 31, 2021 | |||||||
Weighted-average remaining lease term - finance leases (2) | 14 years | 14 years | ||||||
Weighted-average remaining lease term - operating leases (2) | 12 years | 12 years | ||||||
Weighted-average discount rate - finance leases | 6 | % | 7 | % | ||||
Weighted-average discount rate - operating leases | 4 | % | 4 | % | ||||
Finance lease ROU assets (3) | $ | 1,893,388 | $ | 1,875,696 |
Operating Leases | Finance Leases | Total | |||||||||||||||
2022 (9 months remaining) | $ | 135,547 | $ | 188,375 | $ | 323,922 | |||||||||||
2023 | 179,941 | 240,325 | 420,266 | ||||||||||||||
2024 | 165,358 | 241,070 | 406,428 | ||||||||||||||
2025 | 155,133 | 238,414 | 393,547 | ||||||||||||||
2026 | 144,660 | 228,629 | 373,289 | ||||||||||||||
Thereafter | 826,122 | 2,079,500 | 2,905,622 | ||||||||||||||
Total lease payments | 1,606,761 | 3,216,313 | 4,823,074 | ||||||||||||||
Plus amount representing residual property value | — | — | — | ||||||||||||||
Less imputed interest | (400,444) | (1,040,674) | (1,441,118) | ||||||||||||||
Total | $ | 1,206,317 | $ | 2,175,639 | $ | 3,381,956 |
March 31, 2022 | December 31, 2021 | ||||||||||
Term loans | $ | 656,750 | $ | 549,697 | |||||||
Mortgage payable and loans payable | 66,280 | 68,691 | |||||||||
723,030 | 618,388 | ||||||||||
Less amount representing unamortized debt discount and debt issuance cost | (1,078) | (354) | |||||||||
Add amount representing unamortized mortgage premium | 1,564 | 1,630 | |||||||||
723,516 | 619,664 | ||||||||||
Less current portion | (31,993) | (33,087) | |||||||||
Total | $ | 691,523 | $ | 586,577 |
March 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
Amount | Effective Rate | Amount | Effective Rate | ||||||||||||||||||||
2.625% Senior Notes due 2024 | $ | 1,000,000 | 2.79 | % | $ | 1,000,000 | 2.79 | % | |||||||||||||||
1.250% Senior Notes due 2025 | 500,000 | 1.46 | % | 500,000 | 1.46 | % | |||||||||||||||||
1.000% Senior Notes Due 2025 | 700,000 | 1.18 | % | 700,000 | 1.18 | % | |||||||||||||||||
2.900% Senior Notes due 2026 | 600,000 | 3.04 | % | 600,000 | 3.04 | % | |||||||||||||||||
1.450% Senior Notes due 2026 | 700,000 | 1.64 | % | 700,000 | 1.64 | % | |||||||||||||||||
0.250% Euro Senior Notes due 2027 | 553,450 | 0.45 | % | 569,150 | 0.45 | % | |||||||||||||||||
1.800% Senior Notes due 2027 | 500,000 | 1.96 | % | 500,000 | 1.96 | % | |||||||||||||||||
1.550% Senior Notes due 2028 | 650,000 | 1.67 | % | 650,000 | 1.67 | % | |||||||||||||||||
2.000% Senior Notes due 2028 | 400,000 | 2.21 | % | 400,000 | 2.21 | % | |||||||||||||||||
3.200% Senior Notes due 2029 | 1,200,000 | 3.30 | % | 1,200,000 | 3.30 | % | |||||||||||||||||
2.150% Senior Notes due 2030 | 1,100,000 | 2.27 | % | 1,100,000 | 2.27 | % | |||||||||||||||||
2.500% Senior Notes due 2031 | 1,000,000 | 2.65 | % | 1,000,000 | 2.65 | % | |||||||||||||||||
1.000% Euro Senior Notes due 2033 | 664,140 | 1.18 | % | 682,980 | 1.18 | % | |||||||||||||||||
3.000% Senior Notes due 2050 | 500,000 | 3.09 | % | 500,000 | 3.09 | % | |||||||||||||||||
2.950% Senior Notes due 2051 | 500,000 | 3.00 | % | 500,000 | 3.00 | % | |||||||||||||||||
3.400% Senior Notes due 2052 | 500,000 | 3.50 | % | 500,000 | 3.50 | % | |||||||||||||||||
11,067,590 | 11,102,130 | ||||||||||||||||||||||
Less amount representing unamortized debt issuance cost | (113,758) | (117,986) | |||||||||||||||||||||
10,953,832 | 10,984,144 | ||||||||||||||||||||||
Less current portion | — | — | |||||||||||||||||||||
Total | $ | 10,953,832 | $ | 10,984,144 |
Years ending: | |||||
2022 (9 months remaining) | $ | 30,403 | |||
2023 | 6,595 | ||||
2024 | 1,006,193 | ||||
2025 | 1,204,698 | ||||
2026 | 1,304,832 | ||||
Thereafter | 8,239,463 | ||||
Total | $ | 11,792,184 |
March 31, 2022 | December 31, 2021 | ||||||||||
Mortgage and loans payable | $ | 761,651 | $ | 621,051 | |||||||
Senior notes | 10,051,629 | 11,049,834 |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Interest expense | $ | 79,965 | $ | 89,681 | |||||||
Interest capitalized | 4,420 | 6,108 | |||||||||
Interest charges incurred | $ | 84,385 | $ | 95,789 |
AOCI (Loss) | Retained Earnings | Equinix Stockholders' Equity | Non-controlling Interests | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Dividends | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 | 90,872,826 | $ | 91 | (301,420) | $ | (112,208) | $ | 15,984,597 | $ | (6,165,140) | $ | (1,085,751) | $ | 2,260,493 | $ | 10,882,082 | $ | (318) | $ | 10,881,764 | |||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | 147,453 | 147,453 | 240 | 147,693 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | 32,837 | — | 32,837 | 3 | 32,840 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock and release of treasury stock for employee equity awards | 430,973 | — | 11,445 | 4,259 | 39,617 | — | — | — | 43,876 | — | 43,876 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend distribution on common stock, $3.10 per share | — | — | — | — | — | (282,031) | — | — | (282,031) | — | (282,031) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of accrued dividends on vested equity awards | — | — | — | — | — | (497) | — | — | (497) | — | (497) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued dividends on unvested equity awards | — | — | — | — | — | (2,045) | — | — | (2,045) | — | (2,045) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation, net of estimated forfeitures | — | — | — | — | 121,210 | — | — | — | 121,210 | — | 121,210 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2022 | 91,303,799 | $ | 91 | (289,975) | $ | (107,949) | $ | 16,145,424 | $ | (6,449,713) | $ | (1,052,914) | $ | 2,407,946 | $ | 10,942,885 | $ | (75) | $ | 10,942,810 | |||||||||||||||||||||||||||||||||||||||||||||
Additional Paid-in Capital | Accumulated Dividends | AOCI (Loss) | Retained Earnings | Equinix Stockholders' Equity | Non-controlling interests | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 | 89,462,304 | $ | 89 | (328,052) | $ | (122,118) | $ | 15,028,357 | $ | (5,119,274) | $ | (913,368) | $ | 1,760,302 | $ | 10,633,988 | $ | 130 | $ | 10,634,118 | |||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | — | 156,362 | 156,362 | (288) | 156,074 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | (95,480) | — | (95,480) | (1) | (95,481) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock and release of treasury stock for employee equity awards | 428,618 | 1 | 11,640 | 4,332 | 35,701 | — | — | — | 40,034 | — | 40,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend distribution on common stock, $2.87 per share | — | — | — | — | — | (256,321) | — | — | (256,321) | — | (256,321) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of accrued dividends on vested equity awards | — | — | — | — | — | (437) | — | — | (437) | — | (437) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued dividends on unvested equity awards | — | — | — | — | — | (3,661) | — | — | (3,661) | — | (3,661) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation, net of estimated forfeitures | — | — | — | — | 102,349 | — | — | — | 102,349 | — | 102,349 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2021 | 89,890,922 | $ | 90 | (316,412) | $ | (117,786) | $ | 15,166,407 | $ | (5,379,693) | $ | (1,008,848) | $ | 1,916,664 | $ | 10,576,834 | $ | (159) | $ | 10,576,675 | |||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 | Net Change | Balance as of March 31, 2022 | |||||||||||||||
Foreign currency translation adjustment ("CTA") loss | $ | (1,068,399) | $ | (122,537) | $ | (1,190,936) | |||||||||||
Unrealized gain (loss) on cash flow hedges (1) | (6,590) | 64,037 | 57,447 | ||||||||||||||
Net investment hedge CTA gain (loss) (1) | (9,952) | 91,358 | 81,406 | ||||||||||||||
Net actuarial loss on defined benefit plans (2) | (810) | (21) | (831) | ||||||||||||||
Accumulated other comprehensive gain (loss) attributable to Equinix | $ | (1,085,751) | $ | 32,837 | $ | (1,052,914) | |||||||||||
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Cost of revenues | $ | 10,443 | $ | 8,467 | |||||||
Sales and marketing | 20,184 | 17,703 | |||||||||
General and administrative | 59,325 | 52,180 | |||||||||
Total | $ | 89,952 | $ | 78,350 |
Three Months Ended March 31, 2022 | |||||||||||||||||||||||
Americas | EMEA | Asia-Pacific | Total | ||||||||||||||||||||
Colocation (1) | $ | 522,171 | $ | 414,569 | $ | 282,615 | $ | 1,219,355 | |||||||||||||||
Interconnection | 181,103 | 68,140 | 59,987 | 309,230 | |||||||||||||||||||
Managed infrastructure | 49,222 | 30,990 | 20,642 | 100,854 | |||||||||||||||||||
Other (1) | 5,134 | 6,414 | 1,337 | 12,885 | |||||||||||||||||||
Recurring revenues | 757,630 | 520,113 | 364,581 | 1,642,324 | |||||||||||||||||||
Non-recurring revenues | 42,791 | 30,367 | 18,965 | 92,123 | |||||||||||||||||||
Total | $ | 800,421 | $ | 550,480 | $ | 383,546 | $ | 1,734,447 |
Three Months Ended March 31, 2021 | |||||||||||||||||||||||
Americas | EMEA | Asia-Pacific | Total | ||||||||||||||||||||
Colocation (1) | $ | 487,459 | $ | 388,275 | $ | 254,558 | $ | 1,130,292 | |||||||||||||||
Interconnection | 164,887 | 61,650 | 53,182 | 279,719 | |||||||||||||||||||
Managed infrastructure | 38,485 | 32,111 | 22,749 | 93,345 | |||||||||||||||||||
Other (1) | 2,038 | 5,046 | 493 | 7,577 | |||||||||||||||||||
Recurring revenues | 692,869 | 487,082 | 330,982 | 1,510,933 | |||||||||||||||||||
Non-recurring revenues | 33,071 | 31,635 | 20,425 | 85,131 | |||||||||||||||||||
Total | $ | 725,940 | $ | 518,717 | $ | 351,407 | $ | 1,596,064 |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Adjusted EBITDA: | |||||||||||
Americas | $ | 356,555 | $ | 344,492 | |||||||
EMEA | 260,345 | 243,563 | |||||||||
Asia-Pacific | 182,812 | 185,177 | |||||||||
Total adjusted EBITDA | 799,712 | 773,232 | |||||||||
Depreciation, amortization and accretion expense | (436,386) | (394,318) | |||||||||
Stock-based compensation expense | (89,952) | (78,350) | |||||||||
Transaction costs | (4,240) | (1,182) | |||||||||
Loss on asset sales | (1,818) | (1,720) | |||||||||
Income from operations | $ | 267,316 | $ | 297,662 |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Depreciation and amortization: | |||||||||||
Americas | $ | 229,709 | $ | 203,433 | |||||||
EMEA | 115,054 | 110,779 | |||||||||
Asia-Pacific | 90,577 | 80,805 | |||||||||
Total | $ | 435,340 | $ | 395,017 | |||||||
Capital expenditures: | |||||||||||
Americas | $ | 185,046 | $ | 205,174 | |||||||
EMEA | 162,503 | 235,416 | |||||||||
Asia-Pacific | 64,969 | 123,008 | |||||||||
Total | $ | 412,518 | $ | 563,598 |
March 31, 2022 | December 31, 2021 | ||||||||||
Americas | $ | 6,892,787 | $ | 6,777,174 | |||||||
EMEA | 5,106,472 | 5,125,341 | |||||||||
Asia-Pacific | 3,513,732 | 3,543,260 | |||||||||
Total property, plant and equipment, net | $ | 15,512,991 | $ | 15,445,775 | |||||||
Americas | $ | 286,499 | $ | 297,300 | |||||||
EMEA | 455,048 | 470,330 | |||||||||
Asia-Pacific | 492,710 | 514,788 | |||||||||
Total operating lease right-of-use assets | $ | 1,234,257 | $ | 1,282,418 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
Three Months Ended March 31, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
2022 | % | 2021 | % | Actual | Actual | Constant Currency | |||||||||||||||||||||||||||||||||||
Americas: | |||||||||||||||||||||||||||||||||||||||||
Recurring revenues | $ | 757,630 | 44 | % | $ | 692,869 | 43 | % | $ | 64,761 | 9 | % | 9 | % | |||||||||||||||||||||||||||
Non-recurring revenues | 42,791 | 2 | % | 33,071 | 2 | % | 9,720 | 29 | % | 29 | % | ||||||||||||||||||||||||||||||
800,421 | 46 | % | 725,940 | 45 | % | 74,481 | 10 | % | 10 | % | |||||||||||||||||||||||||||||||
EMEA: | |||||||||||||||||||||||||||||||||||||||||
Recurring revenues | 520,113 | 30 | % | 487,082 | 31 | % | 33,031 | 7 | % | 9 | % | ||||||||||||||||||||||||||||||
Non-recurring revenues | 30,367 | 2 | % | 31,635 | 2 | % | (1,268) | (4) | % | 2 | % | ||||||||||||||||||||||||||||||
550,480 | 32 | % | 518,717 | 33 | % | 31,763 | 6 | % | 9 | % | |||||||||||||||||||||||||||||||
Asia-Pacific: | |||||||||||||||||||||||||||||||||||||||||
Recurring revenues | 364,581 | 21 | % | 330,982 | 21 | % | 33,599 | 10 | % | 15 | % | ||||||||||||||||||||||||||||||
Non-recurring revenues | 18,965 | 1 | % | 20,425 | 1 | % | (1,460) | (7) | % | (2) | % | ||||||||||||||||||||||||||||||
383,546 | 22 | % | 351,407 | 22 | % | 32,139 | 9 | % | 14 | % | |||||||||||||||||||||||||||||||
Total: | |||||||||||||||||||||||||||||||||||||||||
Recurring revenues | 1,642,324 | 95 | % | 1,510,933 | 95 | % | 131,391 | 9 | % | 10 | % | ||||||||||||||||||||||||||||||
Non-recurring revenues | 92,123 | 5 | % | 85,131 | 5 | % | 6,992 | 8 | % | 12 | % | ||||||||||||||||||||||||||||||
$ | 1,734,447 | 100 | % | $ | 1,596,064 | 100 | % | $ | 138,383 | 9 | % | 10 | % |
Three Months Ended March 31, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
2022 | % | 2021 | % | Actual | Actual | Constant Currency | |||||||||||||||||||||||||||||||||||
Americas | $ | 380,520 | 42 | % | $ | 319,942 | 39 | % | $ | 60,578 | 19 | % | 19 | % | |||||||||||||||||||||||||||
EMEA | 306,341 | 33 | % | 297,093 | 37 | % | 9,248 | 3 | % | 7 | % | ||||||||||||||||||||||||||||||
Asia-Pacific | 229,014 | 25 | % | 194,182 | 24 | % | 34,832 | 18 | % | 23 | % | ||||||||||||||||||||||||||||||
Total | $ | 915,875 | 100 | % | $ | 811,217 | 100 | % | $ | 104,658 | 13 | % | 15 | % |
Three Months Ended March 31, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
2022 | % | 2021 | % | Actual | Actual | Constant Currency | |||||||||||||||||||||||||||||||||||
Americas | $ | 122,231 | 64 | % | $ | 116,279 | 64 | % | $ | 5,952 | 5 | % | 5 | % | |||||||||||||||||||||||||||
EMEA | 44,898 | 23 | % | 42,423 | 23 | % | 2,475 | 6 | % | 9 | % | ||||||||||||||||||||||||||||||
Asia-Pacific | 25,382 | 13 | % | 24,125 | 13 | % | 1,257 | 5 | % | 10 | % | ||||||||||||||||||||||||||||||
Total | $ | 192,511 | 100 | % | $ | 182,827 | 100 | % | $ | 9,684 | 5 | % | 7 | % |
Three Months Ended March 31, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
2022 | % | 2021 | % | Actual | Actual | Constant Currency | |||||||||||||||||||||||||||||||||||
Americas | $ | 235,118 | 67 | % | $ | 206,195 | 68 | % | $ | 28,923 | 14 | % | 14 | % | |||||||||||||||||||||||||||
EMEA | 69,874 | 20 | % | 58,981 | 20 | % | 10,893 | 18 | % | 21 | % | ||||||||||||||||||||||||||||||
Asia-Pacific | 47,695 | 13 | % | 36,280 | 12 | % | 11,415 | 31 | % | 36 | % | ||||||||||||||||||||||||||||||
Total | $ | 352,687 | 100 | % | $ | 301,456 | 100 | % | $ | 51,231 | 17 | % | 18 | % |
Three Months Ended March 31, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||
2022 | % | 2021 | % | Actual | Actual | Constant Currency | |||||||||||||||||||||||||||||||||||
Americas | $ | 58,523 | 22 | % | $ | 81,565 | 27 | % | $ | (23,042) | (28) | % | (29) | % | |||||||||||||||||||||||||||
EMEA | 128,208 | 49 | % | 119,785 | 41 | % | 8,423 | 7 | % | 7 | % | ||||||||||||||||||||||||||||||
Asia-Pacific | 80,585 | 29 | % | 96,312 | 32 | % | (15,727) | (16) | % | (12) | % | ||||||||||||||||||||||||||||||
Total | $ | 267,316 | 100 | % | $ | 297,662 | 100 | % | $ | (30,346) | (10) | % | (9) | % |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Income from operations | $ | 267,316 | $ | 297,662 | |||||||
Depreciation, amortization, and accretion expense | 436,386 | 394,318 | |||||||||
Stock-based compensation expense | 89,952 | 78,350 | |||||||||
Transaction costs | 4,240 | 1,182 | |||||||||
Loss on asset sales | 1,818 | 1,720 | |||||||||
Adjusted EBITDA | $ | 799,712 | $ | 773,232 |
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
Net income | $ | 147,693 | $ | 156,074 | |||||||
Net (income) loss attributable to non-controlling interests | (240) | 288 | |||||||||
Net income attributable to Equinix | 147,453 | 156,362 | |||||||||
Adjustments: | |||||||||||
Real estate depreciation | 280,196 | 256,644 | |||||||||
Loss on disposition of real estate property | 2,845 | 3,130 | |||||||||
Adjustments for FFO from unconsolidated joint ventures | 2,150 | 1,127 | |||||||||
FFO attributable to common shareholders | $ | 432,644 | $ | 417,263 | |||||||
Three Months Ended March 31, | |||||||||||
2022 | 2021 | ||||||||||
FFO attributable to common shareholders | $ | 432,644 | $ | 417,263 | |||||||
Adjustments: | |||||||||||
Installation revenue adjustment | 845 | 3,912 | |||||||||
Straight-line rent expense adjustment | 3,660 | 4,361 | |||||||||
Contract cost adjustment | (14,939) | (14,011) | |||||||||
Amortization of deferred financing costs and debt discounts and premiums | 4,204 | 3,923 | |||||||||
Stock-based compensation expense | 89,952 | 78,350 | |||||||||
Non-real estate depreciation expense | 105,575 | 84,978 | |||||||||
Amortization expense | 49,569 | 53,395 | |||||||||
Accretion expense adjustment | 1,046 | (699) | |||||||||
Recurring capital expenditures | (23,881) | (20,330) | |||||||||
(Gain) loss on debt extinguishment | (529) | 13,058 | |||||||||
Transaction costs | 4,240 | 1,182 | |||||||||
Income tax expense adjustment | (323) | 765 | |||||||||
Adjustments for AFFO from unconsolidated joint ventures | 569 | 681 | |||||||||
AFFO attributable to common shareholders | $ | 652,632 | $ | 626,828 |
Three Months Ended March 31, | |||||||||||||||||
2022 | 2021 | Change | |||||||||||||||
(dollars in thousands) | |||||||||||||||||
Net cash provided by operating activities | $ | 581,123 | $ | 391,158 | $ | 189,965 | |||||||||||
Net cash used in investing activities | (258,759) | (635,684) | 376,925 | ||||||||||||||
Net cash (used in) provided by financing activities | (168,915) | 412,654 | (581,569) |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosure |
Item 5. | Other Information |
Item 6. | Exhibits |
Incorporated by Reference | ||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | Filing Date/ Period End Date | Exhibit | Filed Herewith | |||||||||||||||||||||||||||
8-K | 5/29/2015 | 2.1 | ||||||||||||||||||||||||||||||
8-K | 5/29/2015 | 2.2 | ||||||||||||||||||||||||||||||
10-K | 12/31/2015 | 2.3 | ||||||||||||||||||||||||||||||
8-K | 12/6/2016 | 2.1 | ||||||||||||||||||||||||||||||
10-K | 12/31/2016 | 2.5 | ||||||||||||||||||||||||||||||
8-K | 5/1/2017 | 2.1 | ||||||||||||||||||||||||||||||
10-Q | 8/8/2018 | 2.7 | ||||||||||||||||||||||||||||||
10-K/A | 12/31/2002 | 3.1 | ||||||||||||||||||||||||||||||
8-K | 6/14/2011 | 3.1 | ||||||||||||||||||||||||||||||
8-K | 6/11/2013 | 3.1 | ||||||||||||||||||||||||||||||
10-Q | 6/30/2014 | 3.4 | ||||||||||||||||||||||||||||||
10-K/A | 12/31/2002 | 3.3 | ||||||||||||||||||||||||||||||
8-K | 4/13/2022 | 3.1 | ||||||||||||||||||||||||||||||
4.1 | Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6. | |||||||||||||||||||||||||||||||
8-K | 11/20/2014 | 4.1 | ||||||||||||||||||||||||||||||
8-K | 3/22/2017 | 4.2 | ||||||||||||||||||||||||||||||
4.4 | Form of 5.375% Senior Notes due 2027 (see Exhibit 4.3). | |||||||||||||||||||||||||||||||
8-K | 9/20/2017 | 4.2 | ||||||||||||||||||||||||||||||
8-K | 12/5/2017 | 4.1 | ||||||||||||||||||||||||||||||
8-K | 4/3/2018 | 4.2 | ||||||||||||||||||||||||||||||
4.8 | Form of 5.00% Senior Notes due October 2020 (see Exhibit 4.7). | |||||||||||||||||||||||||||||||
4.9 | Form of 5.00% Senior Notes due April 2021 (see Exhibit 4.7). | |||||||||||||||||||||||||||||||
8-K | 11/18/2019 | 4.2 | ||||||||||||||||||||||||||||||
4.11 | Form of 2.625% Senior Notes due 2024 (See Exhibit 4.10). | |||||||||||||||||||||||||||||||
8-K | 11/18/2019 | 4.4 | ||||||||||||||||||||||||||||||
4.13 | Form of 2.900% Senior Notes due 2026 (See Exhibit 4.12). | |||||||||||||||||||||||||||||||
8-K | 11/18/2019 | 4.6 | ||||||||||||||||||||||||||||||
4.15 | Form of 3.200% Senior Notes due 2029 (See Exhibit 4.14) | 8-K | 6/22/2020 | |||||||||||||||||||||||||||||
8-K | 6/22/2020 | 4.2 | ||||||||||||||||||||||||||||||
4.17 | Form of 1.250% Senior Note due 2025 (See Exhibit 4.16) | 8-K | 6/22/2020 | 4.3 | ||||||||||||||||||||||||||||
8-K | 6/22/2020 | 4.4 | ||||||||||||||||||||||||||||||
4.19 | Form of 1.800% Senior Note due 2027 (See Exhibit 4.18) | 8-K | 6/22/2020 | 4.5 | ||||||||||||||||||||||||||||
8-K | 6/22/2020 | 4.6 | ||||||||||||||||||||||||||||||
4.21 | Form of 2.150% Senior Note due 2030 (see Exhibit 4.20) | 8-K | 6/22/2020 | 4.7 | ||||||||||||||||||||||||||||
8-K | 6/22/2020 | 4.8 | ||||||||||||||||||||||||||||||
4.23 | Form of 3.000% Senior Note due 2050 (See Exhibit 4.22) | 8-K | 6/22/2020 | 4.9 | ||||||||||||||||||||||||||||
8-K | 10/7/2020 | 4.2 | ||||||||||||||||||||||||||||||
4.25 | Form of 1.000% Senior Note due 2025 (included in Exhibit 4.24) | 8-K | 10/7/2020 | 4.3 | ||||||||||||||||||||||||||||
8-K | 10/7/2020 | 4.4 | ||||||||||||||||||||||||||||||
4.27 | Form of 1.550% Senior Note due 2028 (included in Exhibit 4.26) | 8-K | 10/7/2020 | 4.5 | ||||||||||||||||||||||||||||
8-K | 10/7/2020 | 4.6 | ||||||||||||||||||||||||||||||
4.29 | Form of 2.950% Senior Note due 2051 (included in Exhibit 4.28) | 8-K | 10/7/2020 | 4.7 | ||||||||||||||||||||||||||||
8-K | 3/11/2021 | 4.2 | ||||||||||||||||||||||||||||||
4.31 | Form of 0.250% Senior Note due 2027 (included in Exhibit 4.30) | 8-K | 3/11/2021 | 4.3 | ||||||||||||||||||||||||||||
8-K | 3/11/2021 | 4.4 | ||||||||||||||||||||||||||||||
4.33 | Form of 1.000% Senior Note due 2033 (included in Exhibit 4.32) | 8-K | 3/11/2021 | 4.5 | ||||||||||||||||||||||||||||
8-K | 5/17/2021 | 4.2 | ||||||||||||||||||||||||||||||
4.35 | Form of 1.450% Senior Note due 2026 (included in Exhibit 4.34) | 8-K | 5/17/2021 | 4.3 | ||||||||||||||||||||||||||||
8-K | 5/17/2021 | 4.4 | ||||||||||||||||||||||||||||||
4.37 | Form of 2.000% Senior Note due 2028 (included in Exhibit 4.36) | 8-K | 5/17/2021 | 4.5 | ||||||||||||||||||||||||||||
8-K | 5/17/2021 | 4.6 | ||||||||||||||||||||||||||||||
4.39 | Form of 2.500% Senior Note due 2031 (included in Exhibit 4.38) | 8-K | 5/17/2021 | 4.7 | ||||||||||||||||||||||||||||
8-K | 5/17/2021 | 4.8 | ||||||||||||||||||||||||||||||
4.41 | Form of 3.400% Senior Note due 2052 (included in Exhibit 4.40) | 8-K | 5/17/2021 | 4.9 | ||||||||||||||||||||||||||||
8-K | 4/5/2022 | 4.2 | ||||||||||||||||||||||||||||||
4.43 | Form of 3.900% Senior Note due 2032 (included in Exhibit 4.42) | 8-K | 4/5/2022 | 4.3 | ||||||||||||||||||||||||||||
10-K | 12/31/2014 | 4.13 | ||||||||||||||||||||||||||||||
10-K | 12/31/2022 | 4.43 | ||||||||||||||||||||||||||||||
10.1** | S-4 (File No. 333-93749) | 12/29/1999 | 10.5 | |||||||||||||||||||||||||||||
10.2** | 10-K | 12/31/2016 | 10.2 | |||||||||||||||||||||||||||||
10.3** | DEF14A | 4/27/2020 | Appendix A | |||||||||||||||||||||||||||||
10.4** | 10-Q | 6/30/2014 | 10.5 | |||||||||||||||||||||||||||||
10.5** | 10-Q | 3/31/2020 | 10.19 | |||||||||||||||||||||||||||||
10.6** | 10-Q | 3/31/2020 | 10.20 | |||||||||||||||||||||||||||||
10.7** | 10-Q | 3/31/2020 | 10.21 | |||||||||||||||||||||||||||||
10.8** | 10-Q | 3/31/2021 | 10.11 | |||||||||||||||||||||||||||||
10.9** | 10-Q | 3/31/2021 | 10.12 | |||||||||||||||||||||||||||||
10.10** | 10-Q | 3/31/2021 | 10.13 | |||||||||||||||||||||||||||||
10.11** | X | |||||||||||||||||||||||||||||||
10.12** | X | |||||||||||||||||||||||||||||||
10.13** | X | |||||||||||||||||||||||||||||||
10.14** | X | |||||||||||||||||||||||||||||||
10-Q | 9/30/2014 | 10.67 | ||||||||||||||||||||||||||||||
10-Q | 6/30/2016 | 10.55 | ||||||||||||||||||||||||||||||
10-K | 12/31/2017 | 10.40 | ||||||||||||||||||||||||||||||
10-Q | 8/8/2018 | 10.35 | ||||||||||||||||||||||||||||||
10-Q | 8/8/2018 | 10.36 | ||||||||||||||||||||||||||||||
10-Q | 6/30/2019 | 10.34 | ||||||||||||||||||||||||||||||
10-Q | 6/30/2020 | 10.25 | ||||||||||||||||||||||||||||||
10-K | 12/31/2021 | 10.22 | ||||||||||||||||||||||||||||||
10.23** | 10-K | 2/22/2019 | 10.37 | |||||||||||||||||||||||||||||
10.24** | 10-Q | 9/30/2019 | 10.25 | |||||||||||||||||||||||||||||
10.25** | 10-Q | 9/30/2019 | 10.26 | |||||||||||||||||||||||||||||
10.26** | 10-Q | 9/30/2019 | 10.27 | |||||||||||||||||||||||||||||
10.27** | 10-Q | 9/30/2019 | 10.28 | |||||||||||||||||||||||||||||
10.28** | 10-Q | 9/30/2019 | 10.29 | |||||||||||||||||||||||||||||
10.29** | 10-Q | 9/30/2019 | 10.31 | |||||||||||||||||||||||||||||
10.30** | 10-Q | 9/30/2019 | 10.32 | |||||||||||||||||||||||||||||
10.31** | 10-Q | 9/30/2019 | 10.33 | |||||||||||||||||||||||||||||
10.32** | 10-Q | 9/30/2019 | 10.34 | |||||||||||||||||||||||||||||
10.33** | 10-Q | 9/30/2019 | 10.36 | |||||||||||||||||||||||||||||
10.34** | 10-Q | 9/30/2019 | 10.37 | |||||||||||||||||||||||||||||
10.35** | 10-Q | 9/30/2019 | 10.38 | |||||||||||||||||||||||||||||
10.36** | 10-Q | 9/30/2019 | 10.39 | |||||||||||||||||||||||||||||
10.37** | 10-Q | 9/30/2019 | 10.40 | |||||||||||||||||||||||||||||
10.38** | 10-Q | 9/30/2021 | 10.37 | |||||||||||||||||||||||||||||
X | ||||||||||||||||||||||||||||||||
10-K | 12/31/21 | 23.1 | ||||||||||||||||||||||||||||||
X | ||||||||||||||||||||||||||||||||
X | ||||||||||||||||||||||||||||||||
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X | ||||||||||||||||||||||||||||||||
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101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||||||||||||||||||||||||||||
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EQUINIX, INC. | ||||||||
Date: April 29, 2022 | ||||||||
By: | /s/ KEITH D. TAYLOR | |||||||
Chief Financial Officer | ||||||||
(Principal Financial Officer) |
Exhibit Number | Description of Document | |||||||
10.11** | ||||||||
10.12** | ||||||||
10.13** | ||||||||
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104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
Payment for Shares | No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive. |
Vesting | The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting. | ||||||||||||||||||||||||||||
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.” |
Dividend Equivalents | You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. |
Settlement of Units | Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”). At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon. | ||||||||||||||||||||||||||||
“Trading Day” | “Trading Day” means a day that satisfies each of the following requirements: The Nasdaq Global Market is open for trading on that day; •You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act; •Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act; •Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and •You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party. |
Change in Control | In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive. | ||||||||||||||||||||||||||||
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control. Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code. | |||||||||||||||||||||||||||||
Qualifying Termination | A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control. |
Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct. Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.1 |
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein. Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code | |||||||||||||||||||||||||||||
Forfeiture | If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited. |
Leaves of Absence and Part-Time Work | For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work. The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave. If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule. The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code. |
Section 409A | This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code. | ||||||||||||||||||||||||||||
Settlement / Stock Certificates | No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued. | ||||||||||||||||||||||||||||
Stockholder Rights | The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company. | ||||||||||||||||||||||||||||
Units Restricted | You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution. | ||||||||||||||||||||||||||||
Responsibility for Taxes | You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents or from the proceeds of the sale of the Shares issued upon settlement of your Restricted Stock Units through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). If such sale of Shares is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than the settlement of the Restricted Stock Units, then in addition to, in lieu of or in combination with the above withholding method, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act. The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items. | ||||||||||||||||||||||||||||
Restrictions on Resale | You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. | ||||||||||||||||||||||||||||
No Retention Rights | In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan. | ||||||||||||||||||||||||||||
Adjustments | In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan. |
Repayment/Forfeiture | Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) recoupment requirements under any other U.S. laws or under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you. | ||||||||||||||||||||||||||||
Data Privacy Notice and Consent | a)Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable). b)Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan. c)International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable). d)Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible. e)Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards. f)Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page. g)By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above. Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer. |
Insider Trading Restrictions / Market Abuse Laws | You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy. You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter. |
Foreign Asset / Account Reporting Requirements and Exchange Controls | Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details. | ||||||||||||||||||||||||||||
Severability | The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect. | ||||||||||||||||||||||||||||
Waiver | You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you. | ||||||||||||||||||||||||||||
Language | You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law. |
Electronic Delivery and Acceptance | The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. | ||||||||||||||||||||||||||||
Governing Law / Venue | This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions). For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. | ||||||||||||||||||||||||||||
Imposition of Other Requirements | The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. | ||||||||||||||||||||||||||||
The Plan and Other Agreements | The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department. This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan. |
Payment for Shares | No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive. | ||||||||||||||||||||||||||||
Vesting | The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting. | ||||||||||||||||||||||||||||
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.” |
Dividend Equivalents | You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. | ||||||||||||||||||||||||||||
Settlement of Units | Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”). At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon. |
“Trading Day” | “Trading Day” means a day that satisfies each of the following requirements: The Nasdaq Global Market is open for trading on that day; •You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act; •Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act; •Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and •You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party. | ||||||||||||||||||||||||||||
Change in Control | In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive. |
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control. Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code. | |||||||||||||||||||||||||||||
Qualifying Termination | A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control. Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct. |
Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.1 | |||||||||||||||||||||||||||||
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein. Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code |
Forfeiture | If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited. |
Leaves of Absence and Part-Time Work | For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work. The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave. If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule. The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code. |
Section 409A | This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code. | ||||||||||||||||||||||||||||
Settlement / Stock Certificates | No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued. | ||||||||||||||||||||||||||||
Stockholder Rights | The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company. | ||||||||||||||||||||||||||||
Units Restricted | You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution. | ||||||||||||||||||||||||||||
Responsibility for Taxes | You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents or from the proceeds of the sale of the Shares issued upon settlement of your Restricted Stock Units through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). If such sale of Shares is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than the settlement of the Restricted Stock Units, then in addition to, in lieu of or in combination with the above withholding method, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act. The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items. |
Restrictions on Resale | You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. | ||||||||||||||||||||||||||||
No Retention Rights | In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan. | ||||||||||||||||||||||||||||
Adjustments | In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan. |
Repayment/Forfeiture | Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) recoupment requirements under any other U.S. laws or under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you. |
Data Privacy Notice and Consent | a)Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable). b)Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan. c)International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable). d)Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible. e)Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards. f)Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page. g)By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above. Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer. |
Insider Trading Restrictions / Market Abuse Laws | You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy. You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter. |
Foreign Asset / Account Reporting Requirements and Exchange Controls | Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details. | ||||||||||||||||||||||||||||
Severability | The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect. | ||||||||||||||||||||||||||||
Waiver | You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you. | ||||||||||||||||||||||||||||
Language | You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law. |
Electronic Delivery and Acceptance | The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. | ||||||||||||||||||||||||||||
Governing Law / Venue | This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions). For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. | ||||||||||||||||||||||||||||
Imposition of Other Requirements | The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. | ||||||||||||||||||||||||||||
The Plan and Other Agreements | The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department. This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan. |
Payment for Shares | No payment is required for the Restricted Stock Units, and any Dividend Equivalents thereon, you receive. | ||||||||||||||||||||||||||||
Vesting | The Restricted Stock Units, and any Dividend Equivalents thereon, that you are receiving will vest in accordance with the Vesting Schedule stated in the Notice of Restricted Stock Unit Award for Executives; provided, however, that if your Service terminates due to your death, then the portion of the Restricted Stock Units, and any Dividend Equivalents thereon, that would have become vested on the next scheduled vesting date will become vested and the underlying shares (and cash equal to the Dividend Equivalents thereon) will be released to your estate or legal heirs, as applicable, not later than December 31 of the calendar year following your death. For the avoidance of doubt, other than in the case of your death or a Qualifying Termination, Service during only a portion of the relevant vesting period, but where your Service has terminated prior to a vesting date, will not entitle you to vest in a pro-rata portion of the Restricted Stock Units, or any Dividend Equivalents thereon, on such vesting date, nor entitle you to compensation for lost vesting. | ||||||||||||||||||||||||||||
No additional Restricted Stock Units, or any Dividend Equivalents thereon, vest after your Service has terminated for any reason other than death, as determined in accordance with subsection (i) of the provision below titled “No Retention Rights.” It is intended that vesting in the Restricted Stock Units, and any Dividend Equivalents thereon, is commensurate with a full-time work schedule and adjustments to vesting may be made for a part-time or reduced work schedule. For possible adjustments that may be made by the Company, see the provision below titled “Leaves of Absence and Part-Time Work.” |
Dividend Equivalents | You will be credited with Dividend Equivalents equal to the dividends you would have received if you had been the record owner of the Common Stock underlying the Restricted Stock Units on each dividend record date on or after the Date of Award and through the date you receive a settlement pursuant to the provision below titled “Settlement of Units” (the “Dividend Equivalent”). Dividend Equivalents shall be subject to the same terms and conditions as the Restricted Stock Units originally awarded pursuant to this Award Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original Restricted Stock Unit award. If a dividend on the Common Stock is payable wholly or partially in Common Stock, the Dividend Equivalent representing that portion shall be in the form of additional Restricted Stock Units, credited on a one-for-one basis. If a dividend on the Common Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall be in the form of cash, which will be paid to you, without interest, as described below in the provision “Settlement of Units;” provided, however, that the Administrator may, in its discretion, provide that the cash portion of any extraordinary distribution on the Common Stock shall be in the form of additional Restricted Stock Units. If a dividend on the Common Stock is payable wholly or partially other than in cash or Common Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. | ||||||||||||||||||||||||||||
Settlement of Units | Each Restricted Stock Unit, and any Dividend Equivalents thereon, will be settled on the first Trading Day that occurs on or after the day when the Restricted Stock Unit vests. However, each Restricted Stock Unit, and any Dividend Equivalents thereon, must be settled not later than March 15 of the calendar year after the calendar year in which the Restricted Stock Unit vests (or December 31 of such calendar year in the case of your death, as described above in the provision titled “Vesting”). At the time of settlement, you will receive one share of the Company’s Common Stock for each vested Restricted Stock Unit (no fractional shares will be issued) and an amount of cash, without additional earnings or interest and rounded to the nearest whole cent, equal to (i) the value of any fractional share and (ii) the cash portion of the accumulated Dividend Equivalents applicable to the vested Restricted Stock Units, less any withholding obligations for Tax-Related Items. Any cash may be distributed to you directly or may be used to offset any withholding obligation for Tax-Related Items at the time of the vesting/settlement of the Restricted Stock Units and any Dividend Equivalents thereon. |
“Trading Day” | “Trading Day” means a day that satisfies each of the following requirements: • The Nasdaq Global Market is open for trading on that day; •You are permitted to sell Shares on that day without incurring liability under Section 16(b) of the Exchange Act; •Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the U.S. Securities and Exchange Commission or (b) your sale of Shares on that day is permitted in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act; •Under the Company’s Insider Trading Policy, you are permitted to sell Shares on that day; and •You are not prohibited from selling Shares on that day by a written agreement between you and the Company or a third party. | ||||||||||||||||||||||||||||
Change in Control | In the event of any Change in Control, the vesting of the Restricted Stock Units, and any Dividend Equivalents thereon, will not automatically accelerate unless this Award is, in connection with the Change in Control, not to be assumed by the successor corporation (or its parent) or to be replaced with a comparable award for shares of the capital stock of the successor corporation (or its parent). The determination of award comparability will be made by the Administrator, and its determination will be final, binding and conclusive. |
In addition, you will vest as to 100% of the unvested Restricted Stock Units, and any Dividend Equivalents thereon, if the Company is subject to a Change in Control before your Service terminates, and you are subject to a Qualifying Termination (as defined below) within 12 months after the Change in Control. Notwithstanding the foregoing, any action taken in connection with a Change in Control must either (a) preserve the exemption of the Restricted Stock Units, and any Dividend Equivalents thereon, from Section 409A of the Code or (b) comply with Section 409A of the Code. | |||||||||||||||||||||||||||||
Qualifying Termination | A Qualifying Termination means a Separation (as defined below) resulting from: (a) involuntary discharge for any reason other than Cause (as defined below) within 12 months after a Change in Control; or (b) your voluntary resignation for Good Reason (as defined below), between the date that is four months following a Change in Control and the date that is 12 months following a Change in Control; provided, however, that the grounds for Good Reason may arise at any time within the 12 months following the Change in Control. Cause means your unauthorized use or disclosure of trade secrets that causes material harm to the Company, your conviction of, or a plea of “guilty” or “no contest” to, a felony or your gross misconduct. Good Reason means: (i) a material diminution in your authority, duties or responsibilities; (ii) a material reduction in your level of compensation (including base salary and target bonus) other than pursuant to a Company-wide reduction of compensation where the reduction affects the other executive officers and your reduction is substantially equal, on a percentage basis, to the reduction of the other executive officers; or (iii) a relocation of your place of employment by more than 30 miles, provided and only if such change, reduction or relocation is effected by the Company without your consent.1 |
For vesting to accelerate as a result of a voluntary resignation for Good Reason, all of the following requirements must be satisfied: (1) you must provide notice to the Company of your intent to assert Good Reason within 120 days of the initial existence of one or more of the conditions set forth in (i) through (iii) of the preceding paragraph; (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, you may withdraw your resignation or may resign with no acceleration benefit; and (3) any termination of employment under this provision must occur within 18 months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within 12 months following the occurrence of a Change in Control, you may assert Good Reason again subject to all of the conditions set forth herein. Separation means a “separation from service,” as defined in the regulations under Section 409A of the Code | |||||||||||||||||||||||||||||
Forfeiture | If your Service terminates for any reason, then your Restricted Stock Units, and any Dividend Equivalents thereon, will be forfeited to the extent that they have not vested before the termination date (as determined in accordance with subsection (i) of the provision titled “No Retention Rights” below), unless there is vesting acceleration in the event of a Qualifying Termination or in the event of your death. Forfeiture means that the Restricted Stock Units, and any Dividend Equivalents thereon, will immediately revert to the Company. You receive no payment for Restricted Stock Units, and any Dividend Equivalents thereon, that are forfeited. |
Leaves of Absence and Part-Time Work | For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company or a Subsidiary in writing. But your Service terminates when the approved leave ends, unless you immediately return to active work. The Company’s Chief Human Resources Officer or any other person(s) appointed by the Administrator to make determinations under this provision shall have the discretion to determine whether vesting will be suspended during a leave of absence. Such determination will be made on a case-by-case basis or pursuant to a policy adopted by the Company, in either case in accordance with Applicable Law. Upon your return to active work (as determined by the Company), vesting will resume; however, unless otherwise provided by the Chief Human Resources Officer or other person(s) appointed by the Administrator or if otherwise required by Applicable Law, you will not receive credit for any vesting until you work an amount of time equal to the period of your leave. If you and the Company or a Subsidiary agree to a reduction in your scheduled work hours, then the Company reserves the right to modify the rate at which the Restricted Stock Units, and any Dividend Equivalents thereon, vest, so that the rate of vesting is commensurate with your reduced work schedule, provided such modification to your vesting schedule is in accordance with Applicable Law. Any such adjustment shall be consistent with the Company’s policies for part-time or reduced work schedules or shall be pursuant to the terms of an agreement between you and the Company or a Subsidiary pertaining to your reduced work schedule. The Company shall not be required to adjust any vesting schedule pursuant to this provision. Further, the vesting schedule shall not be adjusted as described in this provision to the extent that the adjustment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code. | ||||||||||||||||||||||||||||
Section 409A | This provision applies only to the extent you are a U.S. taxpayer, and only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any Restricted Stock Units, and any Dividend Equivalents thereon, that otherwise would have been settled or paid during the first six months following your separation from service will instead be settled or paid on the first business day following the six-month anniversary of your separation from service, unless the settlement of those units is exempt from Section 409A of the Code. |
Settlement / Stock Certificates | No Shares shall be issued to you prior to the settlement date. At settlement, the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, the number of Shares representing your vested Restricted Stock Units. No fractional shares shall be issued. | ||||||||||||||||||||||||||||
Stockholder Rights | The Restricted Stock Units do not entitle you to any of the rights of a stockholder of the Company. Your rights, including rights to any Dividend Equivalents, shall remain forfeitable at all times prior to the date on which you vest in your Award. Upon settlement of the Restricted Stock Units into Shares, you will obtain full voting and other rights as a stockholder of the Company. | ||||||||||||||||||||||||||||
Units Restricted | You may not sell, transfer, pledge or otherwise dispose of any Restricted Stock Units or rights under this Award Agreement other than by will or by the laws of descent and distribution. | ||||||||||||||||||||||||||||
Responsibility for Taxes | You acknowledge that, regardless of any action the Company and/or, if different, the Subsidiary which employs you (the “Employer”) take with respect to any or all income tax (including U.S. or non-U.S. federal, state and local tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you or deemed by the Company or the Employer, in its discretion, to be an appropriate charge to you even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company and/or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at settlement, the receipt of any Dividend Equivalents and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
In connection with any relevant tax withholding event, you agree that you have authorized the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligation by withholding from any cash payment for Dividend Equivalents or from the proceeds of the sale of the Shares issued upon settlement of your Restricted Stock Units through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization and without further consent) (the “Mandatory Sale”). If such sale of Shares is prohibited by a legal, contractual or regulatory restriction or would no longer be in compliance with the requirements of Rule 10b5-1(c)(1) of the Exchange Act, or if the obligation for withholding of Tax-Related Items arises at a time other than the settlement of the Restricted Stock Units, then in addition to, in lieu of or in combination with the above withholding method, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by: (i) withholding from your wages or other cash compensation payable to you by the Company and/or the Employer; or (ii) withholding in Shares to be issued upon settlement of your Restricted Stock Units. With respect to subsection (ii) of this provision, this form of withholding must be authorized by the Administrator if you are a Section 16 officer of the Company subject to Section 16 of the Exchange Act. | |||||||||||||||||||||||||||||
The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in your jurisdiction(s). In the event of over-withholding you may receive a refund of any over-withheld amount in cash through the Employer’s normal payroll processes (with no entitlement to the equivalent in Shares) or, if not refunded, you may seek a refund from the local tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the Company satisfies the obligation for Tax-Related Items by withholding a number of Shares as described above, for tax purposes, you are deemed to have been issued the full number of shares subject to the award of Restricted Stock Units, notwithstanding that a number of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. | |||||||||||||||||||||||||||||
Finally, you must pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your award of Restricted Stock Units, vesting of the Restricted Stock Units, settlement of Dividend Equivalents or the issuance of Shares in settlement of vested Restricted Stock Units that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds of the sale of Shares to you if you fail to comply with your obligations in connection with the Tax-Related Items. |
Restrictions on Resale | You agree not to sell any Shares you receive under this Award Agreement at a time when Applicable Laws, regulations, Company trading policies (including the Company’s Insider Trading Policy, a copy of which can be found on the Company’s intranet) or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. | ||||||||||||||||||||||||||||
No Retention Rights | In accepting this Award, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent provided in the Plan; (b) the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, and any Dividend Equivalents thereon, or benefits in lieu of Restricted Stock Units, and any Dividend Equivalents thereon, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Units are granted as an incentive for future services and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary; (e) the grant of Restricted Stock Units and your participation in the Plan is voluntary; (f) your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your Service at any time; (g) the Award and your participation in the Plan will not be interpreted to form or amend an employment or service contract or relationship with the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) in the event of your termination of Service (whether or not in breach of local labor laws and whether or not later found to be invalid), except in the case of your death, your right to vest in the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Company’s Chief Human Resources Officer, or any other person(s) appointed by the Administrator or secondary committee appointed by the Board to make determinations under this provision, as applicable, shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence); (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares; and (k) you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. |
If you reside outside the U.S., the following additional provisions shall apply: (l) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (m) the Award is not intended to replace any pension rights or compensation; (n) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary; (o) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any other Subsidiary, and that is outside the scope of your employment or service contract, if any; (p) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of Service (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid); and (q) neither the Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units, and any Dividend Equivalents thereon, or of any amount due to you pursuant to the settlement of the Restricted Stock Units, and any Dividend Equivalents thereon, under the Plan or the subsequent sale of the Shares acquired by you under the Plan. | |||||||||||||||||||||||||||||
Adjustments | In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Stock Units that will vest in any future installments will be adjusted accordingly, as provided for in the Plan. | ||||||||||||||||||||||||||||
Repayment/Forfeiture | Any benefits you may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) recoupment requirements under any other U.S. laws or under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to the extent determined by the Company in its discretion to be applicable to you. |
Data Privacy Notice and Consent | a)Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any Shares or directorships held in the Company, details of all purchase rights or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, purchased, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is legitimate interest or your consent (where legitimate interest is not applicable). b)Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Services, Inc. or Morgan Stanley Smith Barney, which are assisting the Company with the implementation, administration and management of the Plan (the “Designated Broker”). The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan. c)International Data Transfers. The Data shall be shared with the Company and the Designated Broker as this is necessary for the purposes of implementing, administering and managing your participation in the Plan. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is legitimate interest or your consent (where legitimate interest is not applicable). d)Data Retention. The Company and the Employer will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your period of Service. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes, to the fullest extent possible. |
e) Voluntariness and Consequences of Consent Denial or Withdrawal (This section only applies where legitimate interest is not applicable as the Company’s legal basis for the data processing practices described herein). Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or you withdrawing consent is that the Company would not be able to grant the Restricted Stock Units or other equity awards to you or administer or maintain such awards. f) Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Privacy Office via the Company’s Privacy Hub intranet page. g) By accepting the Restricted Stock Units via the Company’s acceptance procedure, you are declaring agreement with the data processing practices described herein on the Company’s legal basis of (1) legitimate interest or (2) consent (where legitimate interest is not applicable), to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described above. Finally, you understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer. |
Insider Trading Restrictions / Market Abuse Laws | You acknowledge that, depending on your or your broker’s country or the country in which Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times that you are considered to have “inside information” regarding the Company (as defined by the Applicable Laws or regulations in the applicable jurisdictions or your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. You should keep in mind that third parties include fellow Employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company Insider Trading Policy. You understand you are responsible for ensuring compliance with any restrictions and should consult with your personal legal advisor on this matter. |
Foreign Asset / Account Reporting Requirements and Exchange Controls | Your country may have certain foreign asset and/or account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or Dividend Equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should consult your personal legal advisor for any details. | ||||||||||||||||||||||||||||
Severability | The provisions of this Award Agreement are severable and if any one or more provisions are determined to be invalid or otherwise enforceable, in whole or in part, the remaining provisions shall continue in effect. | ||||||||||||||||||||||||||||
Waiver | You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you. | ||||||||||||||||||||||||||||
Language | You acknowledge and represent that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in English, as to allow you to understand the terms of this Award Agreement and any other documents related to the Plan. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law. |
Electronic Delivery and Acceptance | The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. | ||||||||||||||||||||||||||||
Governing Law / Venue | This Award Agreement will be interpreted and enforced with respect to issues of contract law under the laws of the State of Delaware (except their choice of law provisions). For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, U.S.A. or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed. | ||||||||||||||||||||||||||||
Imposition of Other Requirements | The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units, and any Dividend Equivalents thereon, and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. | ||||||||||||||||||||||||||||
The Plan and Other Agreements | The text of the Plan is incorporated in this Award Agreement by reference. A copy of the Plan is available on the Company’s intranet or by request to the Stock Services Department. This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Award Agreement may be amended only by another written agreement between the parties or as otherwise provided in Section 10.7 of the Plan. |
Metric | Weighting | Determination | Threshold | Target/Max | |||||||||||||
Revenue | 50% | Performance | 95% | 100% | |||||||||||||
Payout | 0% | 100% | |||||||||||||||
Metric | Weighting | Determination | Threshold | Target | Max | ||||||||||||
AFFO/Share | 50% | Performance | 95% | 100% | 103% | ||||||||||||
Payout | 0% | 100% | 140% |
Entity | Jurisdiction | ||||
Equinix Canada Holdings Limited | Canada | ||||
Equinix (Australia) Enterprises Pty Limited | Australia | ||||
Equinix Australia Pty Limited | Australia | ||||
McLaren Pty Limited | Australia | ||||
Metronode (ACT) Pty Limited | Australia | ||||
Metronode (NSW) Pty Limited | Australia | ||||
Metronode C1 Pty Limited | Australia | ||||
Metronode Group Pty Limited | Australia | ||||
Metronode Investments Pty Limited | Australia | ||||
Metronode M2 Pty Ltd | Australia | ||||
Metronode P2 Pty Limited | Australia | ||||
MGH Pegasus Pty Ltd | Australia | ||||
Equinix Australia National Pty. Ltd. | Australia | ||||
Metronode S2 Pty Ltd | Australia | ||||
Metronode New Zealand Limited | New Zealand | ||||
MGH Bidco Pty Limited | Australia | ||||
MGH Finco Pty Limited | Australia | ||||
MGH Holdco Pty Ltd | Australia | ||||
McLaren Unit Trust | Australia | ||||
Equinix South America Holdings, LLC | Delaware, U.S. | ||||
Equinix do Brasil Soluções de Tecnologia em Informática Ltda. | Brazil | ||||
Equinix do Brasil Telecomunicações Ltda. | Brazil | ||||
Equinix Colombia, Inc. Pte. Ltd. | Singapore | ||||
Equinix (Bulgaria) Data Centers EOOD | Bulgaria | ||||
Equinix (Canada) Enterprises Ltd. | Canada | ||||
Equinix Canada Ltd. | Canada | ||||
CHI 3, LLC | Delaware, U.S. | ||||
Equinix (EMEA) Management, Inc. | Delaware, U.S. | ||||
Equinix (US) Enterprises, Inc. | Delaware, U.S. | ||||
Equinix LLC | Delaware, U.S. | ||||
Equinix Pacific LLC | Delaware, U.S. | ||||
Equinix Professional Services, Inc | Delaware, U.S. | ||||
Equinix Government Solutions LLC | Delaware, U.S. | ||||
Equinix RP II LLC | Delaware, U.S. | ||||
Infomart Dallas GP, LLC | Delaware, U.S. | ||||
Infomart Dallas, LP | Delaware, U.S. | ||||
LA4, LLC | Delaware, U.S. |
NY2 Hartz Way, LLC | Delaware, U.S. | ||||
Equinix (Velocity) Holding Company | Delaware, U.S. | ||||
SV1, LLC | Delaware, U.S. | ||||
Switch & Data Facilities Company LLC | Delaware, U.S. | ||||
Switch & Data LLC | Delaware, U.S. | ||||
Switch & Data MA One LLC | Delaware, U.S. | ||||
Switch & Data WA One LLC | Delaware, U.S. | ||||
Switch & Data/NY Facilities Company LLC | Delaware, U.S. | ||||
Switch and Data NJ Two LLC | Delaware, U.S. | ||||
Switch and Data Operating Company LLC | Delaware, U.S. | ||||
CHI 3 Procurement, LLC | Illinois, U.S. | ||||
VDC I, LLC | Delaware, U.S. | ||||
VDC V, LLC | Delaware, U.S. | ||||
CHI 8, LLC | Delaware, U.S. | ||||
Equinix Hyperscale (LP) LLC | Delaware, U.S. | ||||
Equinix Hyperscale (GP) LLC | Delaware, U.S. | ||||
Equinix Services, Inc. | Delaware, U.S. | ||||
PacketHost, Inc., | Philippines | ||||
Equinix Montreal Ltd. | Canada | ||||
Equinix (Finland) Enterprises Oy | Finland | ||||
Equinix (Finland) Oy | Finland | ||||
Equinix (France) Enterprises SAS | France | ||||
Equinix (Real Estate) Holdings SC | France | ||||
Equinix (Real Estate) SCI | France | ||||
Equinix France SAS | France | ||||
Equinix (Germany) Enterprises GmbH | Germany | ||||
Equinix (Germany) GmbH | Germany | ||||
Equinix (Real Estate) GmbH | Germany | ||||
Upminster GmbH | Germany | ||||
Equinix Hyperscale 1 (FR9) GmbH | Germany | ||||
Equinix Hyperscale 1 (FR11) GmbH | Germany | ||||
Equinix Hyperscale 1 (FR9) Enterprises GmbH | Germany | ||||
Equinix Hyperscale 1 (FR11) Enterprises GmbH | Germany | ||||
Equinix (Hong Kong) Enterprises Limited | Hong Kong | ||||
Equinix Hong Kong Limited | Hong Kong | ||||
Equinix (Ireland) Enterprises Limited | Ireland | ||||
Equinix (Ireland) Limited | Ireland | ||||
Equinix (Italia) Enterprises S.r.l. | Italy | ||||
Equinix Italia S.r.l. | Italy | ||||
Equinix (Japan) Enterprises K.K. | Japan | ||||
Equinix (Japan) Technology Services K.K. | Japan |
Equinix Japan K.K (in Kanji) | Japan | ||||
Equinix Muscat LLC | Oman | ||||
Equinix Middle East Services LLC | Oman | ||||
Equinix (China) Investment Holding Co., Ltd (亿利互连(中国)投资有限公司) | People’s Republic of China | ||||
Equinix (China) Investment Holding Co., Ltd (亿利互连(中国)投资有限公司) | People’s Republic of China | ||||
Equinix WGQ Information Technology (Shanghai) Co., Ltd. (亿利互连(上海)通讯科技有限公司) | People’s Republic of China | ||||
Equinix YP Information Technology (Shanghai) Co., Ltd. (亿利互连数据系统(上海)有限公司) | People’s Republic of China | ||||
Gaohong Equinix (Shanghai) Information Technology Co., Ltd (高鸿亿利(上海)信息技术有限公司) | People’s Republic of China | ||||
Equinix India Private Limited | India | ||||
GPX India Private Limited | India | ||||
GPX India II Private Limited | India | ||||
GPX India Services Private Limited | India | ||||
Equinix (Poland) Technology Services sp. z o.o. | Poland | ||||
Equinix (Poland) Enterprises sp. z o.o. | Poland | ||||
Equinix (Poland) sp. z o.o. | Poland | ||||
Equinix (EMEA) Services B.V. | The Netherlands | ||||
Equinix (Portugal) Data Centers, S.A. | Portugal | ||||
Equinix II (Portugal) Enterprises Data Centers, Unipessoal Lda | Portugal | ||||
Equinix Korea LLC | Republic of Korea | ||||
Equinix (Singapore) Enterprises Pte. Ltd. | Singapore | ||||
Equinix Asia Pacific Holdings Pte. Ltd. | Singapore | ||||
Equinix Asia Pacific Pte. Ltd. | Singapore | ||||
Equinix Singapore Holdings Pte. Ltd. | Singapore | ||||
Equinix Singapore Pte. Ltd. | Singapore | ||||
Equinix (Spain) Enterprises, S.L.U. | Spain | ||||
Equinix (Spain), S.A.U. | Spain | ||||
Equinix (Sweden) AB | Sweden | ||||
Equinix (Sweden) Enterprises AB | Sweden | ||||
Equinix (Switzerland) Enterprises GmbH | Switzerland | ||||
Equinix (Switzerland) GmbH | Switzerland | ||||
EMEA Hyperscale 1 C.V. | The Netherlands | ||||
Equinix Hyperscale 1 Holdings B.V. | The Netherlands | ||||
Equinix (EMEA) Acquisition Enterprises B.V. | The Netherlands | ||||
Equinix (EMEA) B.V. | The Netherlands | ||||
Equinix (Netherlands) B.V. | The Netherlands |
Equinix (Netherlands) Enterprises B.V. | The Netherlands | ||||
Equinix (Netherlands) Holdings B.V. | The Netherlands | ||||
Virtu Secure Webservices B.V. | The Netherlands | ||||
Tussenlanen B.V. | The Netherlands | ||||
Equinix (EMEA) Hyperscale Services B.V. | The Netherlands | ||||
Equinix Turkey Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi | Turkey | ||||
Equinix Turkey Enterprises Data Merkezi Üretim Inşaat Sanayi ve Ticaret Anonim Şirketi | Turkey | ||||
Equinix Middle East FZ-LLC | United Arab Emirates | ||||
Equinix Hyperscale 1 (LD11) Ltd | United Kingdom | ||||
Equinix (Services) Limited | United Kingdom | ||||
Equinix (UK) Enterprises Ltd | United Kingdom | ||||
Equinix (UK) Limited | United Kingdom | ||||
Equinix Hyperscale 1 (France) Holdings SAS | France | ||||
Equinix Hyperscale 1 (PA9) SAS | France | ||||
Equinix Hyperscale 1 (PA8) SAS | France | ||||
Equinix Hyperscale 1 (UK) Financing Limited | United Kingdom | ||||
Equinix Hyperscale 1 (LD13) Ltd. | United Kingdom | ||||
Equinix Hyperscale 1 (DB5) Limited | Ireland | ||||
Equinix Hyperscale 1 (DB5) Enterprises Limited | Ireland | ||||
Equinix Hyperscale 2 (ML7) S.r.l | Italy | ||||
Equinix (MA5) Limited | United Kingdom | ||||
Equinix (Poland) Services sp. z o.o | Poland | ||||
Equinix (PA-C) SAS | France | ||||
Equinix Mexico Holdings, S. de R.L. de C.V. | Mexico | ||||
Equinix MX Sales, S. de R.L. de C.V. | Mexico | ||||
Equinix Apodaca, S. de R.L. de C.V. | Mexico | ||||
Equinix Queretaro, S. de R.L. de C.V. | Mexico | ||||
Equinix MX Services, S.A. de C.V. | Mexico | ||||
Contrato de Fideicomiso Revocable de Administración de Bienes Inmuebles número “CIB/3714” | Mexico | ||||
Equinix APAC 1 Hyperscale Holdings 1 Pte. Ltd. | Singapore | ||||
Equinix APAC 1 Hyperscale Holdings 2 Pte. Ltd. | Singapore | ||||
Equinix Hyperscale 1 GK | Japan | ||||
Equinix Hyperscale 1 (TY12) GK | Japan | ||||
Equinix Hyperscale 1 (TY12) Enterprises GK | Japan | ||||
Equinix Hyperscale 1 (TY14) GK | Japan | ||||
Equinix Hyperscale 1 (OS2) GK | Japan | ||||
Equinix Hyperscale 1 (OS2) Enterprises GK | Japan | ||||
Equinix Hyperscale 2 (FR10) GmbH | Germany | ||||
Equinix Hyperscale 2 (SK5) AB | Sweden |
Equinix Hyperscale 1 (Japan) TMK | Japan | ||||
Equinix Hyperscale 2 (FR16) GmbH | Germany | ||||
Equinix Hyperscale 2 (PA12) SAS | France | ||||
Equinix Hyperscale 2 (PA13) SAS | France | ||||
Equinix Hyperscale (GP) Pte. Ltd. | Singapore | ||||
Equinix APAC Hyperscale 1 (LP) LLC | Delaware, U.S. | ||||
Equinix (APAC) Hyperscale Services Pte. Ltd. | Singapore | ||||
APAC 1 Hyperscale LP | Singapore | ||||
Equinix APAC 1 Hyperscale Holdings Pte. Ltd. | Singapore | ||||
Equinix APAC Hyperscale 2 (LP), LLC | Delaware, U.S. | ||||
Equinix Hyperscale 2 (GP) LLC | Delaware, U.S. | ||||
Equinix Hyperscale 2 (LP) LLC | Delaware, U.S. | ||||
Equinix Australia Real Estate Pty Ltd | Australia | ||||
Equinix APAC Hyperscale 2 (GP) Pte. Ltd. | Singapore | ||||
APAC Hyperscale 2 LP | Singapore | ||||
Equinix APAC Hyperscale 2 Holdings 1 Pte. Ltd. | Singapore | ||||
Equinix APAC Hyperscale 2 Holdings 2 Pte. Ltd. | Singapore | ||||
Equinix Hyperscale 2 (SY9) Pty Limited | Australia | ||||
Equinix Hyperscale 2 (SY10) Pty Limited | Australia | ||||
Equinix Hyperscale 2 (Australia) Enterprises 1 Pty Limited | Australia | ||||
Equinix Hyperscale 2 (Australia) Enterprises 2 Pty Limited | Australia | ||||
Equinix Saudi for Information Technology LLC | Saudi Arabia | ||||
Equinix Hyperscale 2 (WA4) sp. z o.o. | Poland | ||||
Equinix Hyperscale 2 IL5 Data Merkezi Uretim Insaat Sanayi Ve Ticaret Limited Sirketi | Turkey | ||||
Equinix Hyperscale 1 (Turkey) Holdings B.V. | Netherlands | ||||
EMEA Hyperscale 2 C.V. | Netherlands | ||||
Equinix Hyperscale 1 IL2 Data Merkezi Üretim İnşaat Sanayi ve Ticaret Limited Şirketi | Turkey | ||||
Equinix Hyperscale 2 (MD3) S.L. | Spain | ||||
Equinix Hyperscale 1 (LD11) Enterprises Limited | United Kingdom | ||||
Equinix Hyperscale 2 (LDx) Limited | United Kingdom | ||||
Equinix Hyperscale 2 Finco A B.V. | Netherlands | ||||
Equinix Hyperscale 2 Finco B B.V. | Netherlands | ||||
Equinix Hyperscale 2 (SP5) LTDA | Brazil | ||||
Equinix Hyperscale 2 (SP7) LTDA | Brazil | ||||
Equinix Hyperscale 2 (SP5) Enterprises LTDA | Brazil | ||||
Equinix Hyperscale 2 (France) Holdings B.V | Netherlands | ||||
PT Equinix Indonesia JKT | Indonesia | ||||
Equinix Hyperscale 2 Holdings B.V. | Netherlands | ||||
Equinix Hyperscale 2 Holdings 2 B.V. | Netherlands | ||||
Equinix Hyperscale 2 Holdings A B.V. | Netherlands | ||||
Equinix Hyperscale 2 Holdings B B.V. | Netherlands | ||||
Equinix Hyperscale 2 Holdings C B.V. | Netherlands |
Equinix Hyperscale 2 Holdings D B.V. | Netherlands | ||||
Equinix Colombia, Inc. Sucursal Colombia | Colombia | ||||
Equinix (APAC) Services Pte. Ltd. | Singapore | ||||
Equinix Africa Investment LLC | Delaware, U.S. | ||||
Equinix (West Africa) Acquisition Holdings B.V, | The Netherlands | ||||
Equinix (West Africa) Acquisition Enterprises B.V. | The Netherlands | ||||
Equinix Colombia (BG3) S.A.S | Colombia | ||||
Equinix Security LLC | Delaware, U.S. | ||||
Equinix India Professional Services Private Limited | India | ||||
Equinix Hyperscale 2 (AM12) B.V. | Netherlands | ||||
Equinix Chile SpA | Chile | ||||
Equinix Chile Enterprises SpA | Chile | ||||
Equinix APAC Hyperscale 3 (GP) Pte. Ltd. | Singapore | ||||
Equinix Hyperscale 2 (MD3) Enterprises SLU | Spain | ||||
Equinix Hyperscale 2 (ML9) S.r.l. | Italy | ||||
Equinix Hyperscale 2 (HE10) Oy | Finland | ||||
Equinix Hyperscale 2 (HE10) Enterprises Oy | Finland |