Exhibit 10.10


 


EMPLOYMENT AGREEMENT


(Stanley M. Sword)


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is made as of February 16, 2015 (“Effective Date”), by and among QualityTech,
LP, a Delaware limited partnership (the “Company”), QTS Realty Trust, Inc., a Maryland corporation (together
with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC,
a Delaware limited liability company and an affiliate of the Company (“QTS LLC”), and Stanley M. Sword an individual
(“Executive”), with respect to the following facts and circumstances:


 


RECITALS


 


WHEREAS, the Company
desires for QTS to employ Executive as the Company’s Chief People Officer (“CPO”) and for the Executive
to be appointed CPO of the General Partner and QTS LLC, and Executive desires to accept such employment and appointments, on the
terms set forth below.


 


NOW, THEREFORE, in
consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:


 


ARTICLE 1

EMPLOYMENT, TERM AND DUTIES


 


1.1         Employment.
During the Term (defined below), QTS LLC shall employ Executive as the CPO of the Company, upon the terms and conditions set forth
in this Agreement, and Executive shall report directly to the Chief Executive Officer of the Company (the “CEO”),
unless otherwise determined by the Board of Directors of the General Partner (the “Board”). In addition, during
the Term, Executive shall serve as the CPO of the General Partner and QTS LLC and shall report to the Chief Executive Officer of
the General Partner, unless determined otherwise by the Board.


 


1.2         Term.
QTS LLC shall employ Executive, and Executive shall serve as the CPO of the Company, commencing upon the Effective Date and continuing
thereafter for a two (2)-year term (the “Term”), unless earlier terminated under Article 4; provided
that the Term shall automatically renew for additional one (1)-year periods unless QTS LLC or Executive gives notice of non-renewal
at least thirty (30) days prior to expiration of the Term (as it may have been extended by any renewal period).


 


1.3         Duties.
Executive shall perform all the duties and obligations reasonably associated with the position of CPO and consistent with the Bylaws
or other governing documents of the Company as in effect from time to time, subject to the supervision of the CEO, and shall perform
such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by
the CEO (including the performance of services for any subsidiary or affiliate of the Company without any additional compensation).
Executive shall perform the duties contemplated herein faithfully and diligently.


 




    	 



    	 



    

 


Executive shall devote
substantially all of his business time and effort to the performance of Executive’s duties hereunder and to the business
affairs of the Company; provided that in no event shall this provision prohibit Executive from (i) performing social, civic, charitable
and religious activities, (ii) managing personal investments and affairs, (iii) participating in educational or professional associations,
or (iv) any other activities approved by the CEO, so long as the activities set forth in clauses (i) through (iv) above do not
materially and adversely interfere with Executive’s duties and obligations hereunder or to the business affairs of the Company.


 


ARTICLE 2

COMPENSATION


 


2.1         Salary.
In consideration for Executive’s services hereunder, QTS LLC shall pay Executive as follows:


 


		(a)	For the calendar year 2015, in lieu of receiving base pay, participation in the annual cash bonus
program for 2015, any relocation benefits, participation in the QTS 401(k) plan, participation in any QTS health care benefits,
you will receive $450,000 worth of time-based Restricted Stock. These equity awards will be made using the standard grant methodology
on the following dates: $150,000 on April 1, 2015, $150,000 on July 1, 2015 and $150,000 on January 4, 2016. Since these grants
are intended to replace current income and benefits that would otherwise have been received in 2015 or any bonus that would be
received in 2016, these grants will vest on the one-year anniversary of their grant dates. If you are involuntarily terminated
not for cause or if you terminate with Good Reason (both as defined herein) prior to these grants being made or vested, they will
be granted prior to the last day worked and accelerate vest as of the last day worked.



		(b)	For the calendar year 2016 and any subsequent years, an annual salary at the rate of $300,000 per
year (“Base Pay”), payable in accordance with QTS LLC’s regular payroll schedule from time to time (less
any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar
withholdings). The Base Pay shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”),
no less frequently than annually. Executive will have the opportunity to earn a bonus to be paid in accordance with QTS LLC’s
regular bonus payment schedule beginning in 2016 (to be paid in 2017). Executive is eligible for a target bonus equal to 50% of
his Base Pay based upon his performance and the performance of the Company (“Target Bonus”).



 




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2.2         Equity
Award. Equity awards may be made pursuant to the Plan in accordance with the Company’s policies and as deemed appropriate
by the Compensation Committee of the Board. The Equity Awards will be comprised of a target grant valued at 100% of your Base Salary
beginning in calendar year 2015. These Equity Awards will be subject to a four (4)-year vesting schedule (25% one-year following
grant and 6.25% vesting per quarter following first year). Additional equity awards may be made in accordance with QTS’ policies
and as deemed appropriate by the Compensation Committee. The parties acknowledge that an award of $300,000 worth of restricted
stock was made in March 2015 as a part of the Company’s long term incentive program and such award being an exception to
the Company practice of not making long-term equity incentive awards at the time of hire.


 


In a good faith effort to replace a portion of the equity and
annual incentive you will be forfeiting when you leave your current employment, the Company will grant as a sign-on grant, $250,000
worth of time-based Restricted Stock on February 16, 2015(“Sign-On Grant”) . These Equity Awards will be subject to
a four (4)-year vesting schedule (25% one-year following grant, 25% two-years following grant, 25% three-years following grant,
and 25% four-years following grant). However, if you are involuntarily terminated not for cause or if you terminate for Good Reason
(both as defined herein) prior to the completion of vesting or if you voluntarily resign after three (3) years of service, this
Sign-On Grant will accelerate vesting as of the last day worked. You will receive all distributions or dividends associated with
this Restricted Stock under normal timing.


 


ARTICLE 3

EXECUTIVE BENEFITS


 


3.1         Vacation.
Executive shall be entitled to four (4) weeks paid vacation each calendar year in accordance with the general policies of QTS LLC
and the Company applicable generally to other senior executives of the Company.


 


3.2         Employee
Benefits. Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis
as are available to other senior executives of the Company under the personnel policies in effect from time to time. Executive
shall receive all other such fringe benefits as QTS LLC and the Company may offer to other senior executives under personnel policies
in effect from time to time, such as health and disability insurance coverage and paid sick leave.


 


3.3         Reimbursement
for Expenses. Executive shall be reimbursed for all documented reasonable expenses incurred by Executive in the performance
of his duties or otherwise in furtherance of the business of the Company in accordance with the reimbursement policies in effect
from time to time. Any reimbursement under this Section 3.3 that is taxable to Executive shall be made by December 31 of
the calendar year following the calendar year in which Executive incurred the expense.


 




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ARTICLE 4


TERMINATION


 


4.1         Grounds
for Termination.


 


4.1.1       Death
or Disability. Executive’s employment shall terminate immediately in the event of Executive’s death or Disability.
“Disability” means any: (i) physical disability or impairment, (ii) mental disability or impairment, (iii) illness
or (iv) injury, that, in the good-faith judgment of the CEO, substantially prevents Executive from performing his duties and obligations
under this Agreement or participating effectively and actively in the management of the Company for more than three consecutive
months or for more than 90 days in any 180-day period.


 


4.1.2       Cause.
QTS LLC shall have the right to terminate Executive’s employment by giving written notice of such termination to Executive
upon the occurrence of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Cause”):


 


		(a)	Executive’s conviction of, or pleading guilty or nolo contendere to, a crime that constitutes
a felony or any lesser criminal offense involving dishonesty or moral turpitude;



 


		(b)	any commission by Executive of an act of dishonesty, theft, fraud, or embezzlement;



 


		(c)	any willful act by Executive that has a significant adverse effect on the reputation of the Company
or any of its affiliates;



 


		(d)	the substantial failure or refusal by Executive to perform the duties of CPO. It shall be a condition
precedent to the Company’s right to terminate employment for Cause pursuant to this subsection (d) that the Company shall
have first given Executive written notice stating with reasonable specificity the act(s) on which such termination is premised,
and if such act(s) is susceptible of cure or remedy, Executive shall have sixty (60) days after receipt of such notice to cure
any deficiencies; or



 


		(e)	Executive’s material violation of the material written rules, regulations, procedures, or
policies relating to the conduct of employees, directors or officers of the Company.



 


For purposes of paragraph
(c), no act or omission by Executive shall be “willful” if conducted in good faith and with a reasonable belief that
such act or omission was in the best interests of the Company.


 


4.1.3       Good
Reason. Executive may terminate his employment under this Agreement by giving written notice to the Company upon the occurrence
of any one or more of the following events (which, for purposes of this Agreement, shall constitute “Good Reason”):


 




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		(a)	A material diminution in Executive’s authority, duties or responsibilities (including reporting
responsibilities), or any significant adverse change in Executive’s title as CPO of the Company and the General Partner;



 


		(b)	A material diminution in Executive’s Base Pay, as in effect from time to time;



 


		(c)	The Executive’s place of employment is moved more than fifty (50) miles from the Company’s
current location in Overland Park, Kansas; or



 


		(d)	The failure of a successor to the assets or business of the Company to assume the obligations of
the Company under this Agreement.



 


It shall be a condition
precedent to Executive’s right to terminate his employment for Good Reason that (a) he shall have first given the Company
written notice stating with reasonable specificity the act(s) on which such termination is premised within forty-five (45) days
after Executive becomes aware of such act(s), (b) if such act(s) is susceptible of cure or remedy, it has not been cured or remedied
within thirty (30) days after receipt of such notice, and (c) Executive has terminated his employment within forty-five (45) days
after so notifying the Company.


 


4.1.4       Any
Other Reason. Notwithstanding anything to the contrary herein, QTS LLC shall have the right to terminate Executive’s
employment under this Agreement at any time without Cause by giving written notice of such termination to Executive, and Executive
shall have the right to terminate Executive’s employment under this Agreement at any time without Good Reason by giving written
notice of such termination to QTS LLC. Any notice by Executive hereunder shall be given at least sixty (60) days in advance of
such termination.


 


4.2         Termination
Date. Except as provided in Section 4.1.1 with respect to Executive’s death or Disability, any termination under
Section 4.1 shall be effective upon receipt of notice by Executive or QTS LLC, as the case may be, of such termination or
upon such other later date as may be provided herein or specified by QTS LLC or Executive in the notice (the “Termination
Date”).


 


4.3         Effect
of Termination.


 


4.3.1       Termination
with Cause or without Good Reason. In the event that Executive’s employment is terminated by QTS LLC with Cause or by
Executive without Good Reason, QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20)
days after the Termination Date or on such earlier date required by applicable law. “Accrued Obligations” means
the sum of (a) Executive’s Base Pay hereunder through the Termination Date to the extent not theretofore paid, (b) the amount
of any accrued but unused vacation pay, and (c) any business expense reimbursements incurred by Executive as of the Termination
Date and submitted for reimbursement, in each case, consistent with the policy for such reimbursements, within ten (10) days following
the Termination Date.


 




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4.3.2       Termination
without Cause, with Good Reason or due to Company Non-Renewal after the initial two-year Term. In the event that Executive’s
employment is terminated by QTS LLC without Cause, by Executive for Good Reason or due to QTS LLC’s non-renewal after the
initial two-year Term:


 


		(a)	QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20)
days after the Termination Date or on such earlier date required by law;



 


		(b)	QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty
(60) days after the Termination Date one (1) year of Executive’s Base Pay plus the Target Bonus as in effect on the Termination
Date;



 


		(c)	QTS LLC shall pay to Executive, in a lump sum in cash on the first payroll date following sixty
(60) days after the Termination Date all bonus amounts earned but not yet paid for the year prior to the year in which the Termination
Date occurs;



 


		(d)	If Executive elects COBRA coverage, QTS LLC shall reimburse Executive for his premiums for such
coverage for a period of twelve (12) months; and



 


		(e)	QTS LLC shall provide to Executive, at QTS LLC’s expense, outplacement services and support,
the scope and provider of which will be selected by Executive, for a period of one (1) year follow the Termination Date.



 


QTS LLC’s delivery of any notice
under Section 1.2 of this Agreement that the Agreement will not be renewed and any subsequent termination of Executive’s
employment at the expiration of such Term of the Agreement shall not be considered a termination without Cause except in the case
of non-renewal after the initial two-year Term, and Executive shall not be entitled to any payments or benefits under this Section
4.3.2 under such circumstance.


 


4.3.3       Termination
Due to Death or Disability. In the event that Executive’s employment is terminated due to Executive’s death or
Disability QTS LLC shall pay all Accrued Obligations to Executive or Executive’s estate in a lump sum in cash within thirty
(30) business days after the Termination Date.


 


4.3.4       Waiver
and Release Agreement. In consideration of the severance payments and other benefits described in clauses (b), (c), (d) and
(e) of Section 4.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition
to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees to execute
and deliver to QTS LLC on or before the sixtieth (60th) day after the applicable Termination Date a waiver and general
release of claims in favor of the Company, the General Partner (and any successor general partner of the Company) and QTS LLC,
their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders,
partners, members, agents or representatives of any of the foregoing, in a form reasonably satisfactory to QTS LLC, that has become
effective in accordance with its terms, and for which any revocation periods applicable to such release shall have expired on or
prior to the sixtieth (60th) day following Executive’s Termination Date. If Executive fails to execute and deliver
such release agreement on or before the sixtieth (60th) day following the applicable Termination Date, if any revocation
period applicable to such release has not expired on or before the sixtieth (60th) day following Executive’s Termination
Date or if Executive revokes such release as provided therein, QTS LLC shall have no obligation to provide any of the severance
payments and other benefits described in clauses (b), (c), (d) and (e) of Section 4.3.2, other than any Accrued Obligations.


 




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4.4         Required
Delay For Certain Deferred Compensation and Section 409A. In the event that any compensation with respect to Executive’s
termination is “deferred compensation” within the meaning of Section 409A of the Code and the regulations promulgated
thereunder (“Section 409A”), and Executive is determined to be a “specified employee,” as defined
in Section 409A (a)(2)(B)(i) of the Code, payment of such compensation shall be delayed as required by Section 409A. Such delay
shall last six (6) months from the date of Executive’s termination, except in the event of Executive’s death. Within
twenty (20) business days following the end of such six (6)-month period, or, if earlier, Executive’s death, QTS LLC shall
make a catch-up payment to Executive equal to the total amount of such payments that would have been made during the six (6)-month
period but for this Section 4.4. Such catch-up payment shall bear simple interest at the prime rate of interest as published
by the Wall Street Journal’s bank survey as of the first day of the six (6)-month period, which such interest shall be paid
with the catch-up payment. Wherever payments under this Agreement are to be made in installments, each such installment shall be
deemed to be a separate payment for purposes of Section 409A. The Executive will be deemed to have a Termination Date for purposes
of determining the timing of any payments or benefits hereunder that are classified as deferred compensation only upon a “separation
from service” within the meaning of Section 409A. Any amount that the Executive is entitled to be reimbursed under this Agreement
will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year
after the calendar year in which the expenses are incurred and any right to reimbursement or in-kind benefits will not be subject
to liquidation or exchange for another benefit. Whenever a payment under this Agreement specifies a payment period with reference
to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the
actual date of payment within the specified period shall be within the sole discretion of QTS LLC.


 


4.5         Non-Exclusivity
of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan,
program, policy or practice provided by QTS LLC, the Company or its subsidiaries and for which Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with QTS LLC,
the Company or its subsidiaries at or subsequent to the Termination Date, which shall be payable in accordance with such plan,
policy, practice or program or contract or agreement, except as explicitly modified by this Agreement.


 




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ARTICLE 5

RESTRICTIVE COVENANTS


 


5.1         Confidential
Information.


 


5.1.1        Obligation
to Maintain Confidentiality. Executive acknowledges that, by reason of Executive’s employment by QTS LLC, the Executive
will have access to confidential information (collectively, “Confidential Information”) of QTS LLC, the Company
and their respective subsidiaries and affiliates (collectively, the “Quality Companies”). Executive acknowledges
that such Confidential Information is a valuable and unique asset of the Quality Companies and covenants that, both during and
after the Term, Executive shall not disclose any Confidential Information to any individual, firm, corporation, partnership, company,
limited liability company, trust, joint venture, association or other entity (“Person”) (except as Executive’s
duties as a manager, or employee of the Company and the OP require) without the prior written authorization of the Board. The obligation
of confidentiality imposed by this Section 5.1 shall not apply to Confidential Information that otherwise becomes known
to the public through no act of Executive in breach of this Agreement or which is required to be disclosed by court order, applicable
law or regulatory requirements, nor shall it apply to Executive’s disclosure of Confidential Information to his attorneys
and advisors in connection with a dispute between Executive and a Quality Company.


 


5.1.2        Company
Property. All records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and
development plans, Intellectual Property and other property delivered to or compiled by Executive by or on behalf of any Quality
Company or its providers, clients or customers that pertain to the business of any Quality Company shall be and remain the property
of such Quality Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records,
charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual
Property or future plans of a Quality Company that is collected by the Executive shall be delivered promptly to such Quality Company
without request by it upon termination of Executive’s employment for any reason. For purposes of this Section “Intellectual
Property” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights, and any applications
therefor.


 


5.2         Inventions.
Executive is hereby retained in a capacity such that Executive’s responsibilities may include the making of technical and
managerial contributions of value to the Quality Companies. Executive hereby assigns to the applicable Quality Company all rights,
title and interest in such contributions and inventions made or conceived by Executive alone or jointly with others during the
Term that relate to the business of such Quality Company. This assignment shall include (a) the right to file and prosecute patent
applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c)
the right to obtain copyright, trademark or trade name protection for any such work product. Executive shall promptly and fully
disclose all such contributions and inventions to the Company, the General Partner and QTS LLC and assist the Company, the General
Partner and QTS LLC or any other Quality Company, as the case may be, in obtaining and protecting the rights therein (including
patents thereon), in any and all countries; provided, however, that said contributions and inventions shall be the
property of the applicable Quality Company, whether or not patented or registered for copyright, trademark or trade name protection,
as the case may be. Notwithstanding the foregoing, no Quality Company shall have any right, title or interest in any work product
or copyrightable work developed outside of work hours and without the use of any Quality Company’s resources that does not
relate to the business of any Quality Company and does not result from any work performed by Executive for any Quality Company.


 




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5.3         Non-Disparagement.
Executive agrees that he will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory
manner regarding the Company, the General Partner, QTS LLC or any other Quality Company, owners or their past or present employees,
directors, officers or other representatives and will not make or authorize to be made any written or oral statement that may disparage
or damage the reputation of the Company, the General Partner, QTS LLC or any other Quality Company, their owners or their past
or present employees, directors, officers or other representatives or their past or present employees, officers or other representatives.


 


The Company, the General Partner and QTS
LLC agree that they will not talk about or otherwise communicate to any third parties in a malicious, disparaging, or defamatory
manner regarding Executive and will not make or authorize to be made any written or oral statement that may disparage or damage
the reputation of Executive. For purposes of this non-disparagement provision, the Company, the General Partner and QTS LLC are
defined to mean the Company’s executive team and the Board.


 


5.4         Non-Compete.
The Executive agrees that for the period during which the Executive is employed by, or serving as an officer or manager or director
of, the Company, the General Partner, QTS LLC or any of the Quality Companies and for one (1) year thereafter (the “Restricted
Period”), the Executive will not, (a) directly or indirectly, engage in any business involving the development,
construction, acquisition, ownership or operation of data center properties, colocation facilities and/or the provision of managed
services, whether such business is conducted by the Executive individually or as a principal, partner, member, stockholder, joint
venturer, director, trustee, officer, employee, consultant, advisor or independent contractor of any Person (as defined below)
or (b) own any interests in any data center facilities, colocation facilities or managed service providers, in each case in the
United States of America as of the Termination Date; provided, however, that this Section 5.3 shall not be
deemed to prohibit the direct or indirect ownership by the Executive of up to five (5) percent of the outstanding equity interests
of any public company. For purposes of this Agreement, “Person” means any individual, firm, corporation, partnership,
company, limited liability company, trust, joint venture, association or other entity.  


 




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5.5         Non-Solicitation.
The Executive agrees that during the Term or otherwise for the period during which the Executive is employed by, or serving as
an officer or manager or director of, the Company, the General Partner or any of the Quality Companies and for one (1) year thereafter,
such Executive will not directly or indirectly (a) solicit, induce or encourage any employee (other than clerical employees) or
independent contractor to terminate their employment with the Quality Companies or to cease rendering services to the Quality Companies,
and the Executive shall not initiate discussions with any such Person for any such purpose or authorize or knowingly cooperate
with the taking of any such actions by any other Person, (b) solicit, recruit, induce for employment or hire (on behalf of the
Executive or any other person or entity) any employee (other than clerical employees) or independent contractor who has left the
employment or other service of the Quality Companies (or any predecessor thereof) within one (1) year of the termination of such
employee’s or independent contractor’s employment or other service with the Quality Companies or (c) solicit any of
tenants of the Quality Companies to lease, purchase or otherwise occupy data center space in the United States of America or encourage
any of the tenants of the Quality Companies to reduce its patronage of Quality.


 


5.6         Reasonable
and Necessary Restrictions. Executive acknowledges that the restrictions, prohibitions and other provisions hereof, including,
without limitation, the Restricted Period set forth in Section 5.4, are reasonable, fair and equitable in terms of duration,
scope and geographic area, as are necessary to protect the legitimate business interests of the Quality Companies, and are a material
inducement to the Company and QTS LLC to enter into this Agreement.


 


5.7         Breach
of Restrictive Covenants. The parties agree that a breach or violation of any provision of this Article 5 will result
in immediate and irreparable injury and harm to the business of the Quality Companies, and that the Company, the General Partner,
QTS LLC and each other Quality Company shall have, in addition to any and all remedies of law and other consequences under this
Agreement, the right to seek an injunction, specific performance or other equitable relief to prevent the violation of the obligations
hereunder, including without limitation, to address any threatened breach or violation, and to enjoin and restrain Executive and
each and every person, firm, company or corporation concerned therewith, from the violation or continuance of such violation or
breach. In addition thereto, Executive shall be responsible for all damages, including reasonable attorneys’ fees, sustained
by the Company, the General Partner, QTS LLC and any other Quality Company by reason of said violation. In addition to any other
remedy which may be available at law or in equity, or pursuant to any other provision of this Agreement, the payments by QTS LLC
of any severance to which Executive may otherwise be entitled under this Agreement will cease as of the date on which such violation
first occurs.


 


5.8         Cooperation.
At all times during Executive’s employment and after the date of Executive’s termination of employment, Executive agrees
to reasonably cooperate (if occurring after termination of employment, to the extent not interfering with Executive’s other
full-time business endeavors) (i) with the Company, the General Partner and QTS LLC in the defense of any legal matter involving
any matter that arose during Executive’s employment in the business of the Company, the General Partner and QTS LLC, and
(ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining
to the business of the Company, the General Partner or QTS LLC. The Company, the General Partner or QTS LLC, as applicable, will
reimburse Executive for reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.


 




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ARTICLE 6

GOVERNING LAW


 


6.1         Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS APPLICABLE TO AGREEMENTS
MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS
OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF KANSAS.


 


ARTICLE 7

MISCELLANEOUS


 


7.1         Amendments.
The provisions of this Agreement may not be waived, altered, amended or repealed in whole or in part except by the signed written
consent of the parties sought to be bound by such waiver, alteration, amendment or repeal.


 


7.2         Entire
Agreement. This Agreement constitutes the total and complete agreement of the parties with respect to the subject matter hereof
and thereof and supersedes all prior and contemporaneous understandings and agreements heretofore made, and there are no other
representations, understandings or agreements.


 


7.3         Counterparts.
This Agreement may be executed in one of more counterparts, each of which shall be deemed and original, but all of which shall
together constitute one and the same instrument.


 


7.4         Severability.
Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any
such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid
or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to
give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified
or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect.


 


7.5         Waiver
or Delay. The failure or delay on the part of the Company, the General Partner, QTS LLC or Executive to exercise any right
or remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and
signed by the party making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the
same type of default on a future occasion.


 


7.6         Successors
and Assigns. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs,
legal representatives, successors and assigns, except as otherwise provided herein. Neither this Agreement nor any of the rights,
benefits, obligations or duties hereunder may be assigned or transferred by Executive except by operation of law. The Company,
the General Partner and QTS LLC may assign this Agreement to any affiliate or successor. The Company, the General Partner and QTS
LLC shall require any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company, the General Partner or QTS LLC to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company, the General Partner and QTS LLC would be required to perform
if no such succession had taken place.


 




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7.7         Necessary
Acts. Each party to this Agreement shall perform any further acts and execute and deliver any additional agreements, assignments
or documents that may be reasonably necessary to carry out the provisions or to effectuate the purpose of this Agreement.


 


7.8         Notices.
All notices, requests, demands and other communications to be given under this Agreement shall be in writing and shall be deemed
to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or 48 hours after
mailing, if mailed to the party to whom notice is to be given by certified or registered mail, return receipt requested, postage
prepaid, and properly addressed to the party at her address set forth as follows or any other address that any party may designate
by written notice to the other parties:


 


	To Executive:	
        Stanley M. Sword

        Address on File With the Company

	 	 
	
        To the Company,

        QTS LLC or the General Partner:
	
        c/o QTS Realty Trust, Inc.

        12851 Foster Street, Suite 205

        Overland Park, Kansas 66213

        Attention: CEO

        Facsimile: (913) 814-7766



 


7.9         Headings
and Captions. The headings and captions used herein are solely for the purpose of reference only and are not to be considered
as construing or interpreting the provisions of this Agreement.


 


7.10        Construction.
All terms and definitions contained herein shall be construed in such a manner that shall give effect to the fullest extent possible
to the express or implied intent of the parties hereby.


 


7.11        Counsel.
Executive has been advised by the Company, the General Partner and QTS LLC that she should consider seeking the advice of counsel
in connection with the execution of this Agreement and the other agreements contemplated hereby and Executive has had an opportunity
to do so. Executive has read and understands this Agreement, and has sought the advice of counsel to the extent she has determined
appropriate.


 


7.12        Withholding
of Compensation. Executive hereby agrees that QTS LLC may deduct and withhold from the compensation or other amounts payable
to Executive hereunder or otherwise in connection with Executive’s employment any amounts required to be deducted and withheld
by QTS LLC under the provisions of any applicable Federal, state and local statute, law, regulation, ordinance or order.


 




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7.13        Executive
Representation. Executive acknowledges that by entering into or complying with any provision of this Agreement she is not breaching
or acting in contravention of any other agreement or commitment she has to any other firm, corporation, partnership, organization,
person or any other individual or entity.


 


[SIGNATURES APPEAR ON FOLLOWING PAGE]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	COMPANY
	 	 
	 	QUALITYTECH, LP


 


	 	By:	QTS Realty Trust, Inc.,
	 	 	general partner
	 	 	 	 
	 	 	By:  	/s/ Chad L. Williams
	 	 	 	Name:  Chad L. Williams
	 	 	 	Title:    Chief Executive Officer


 


	 	GENERAL PARTNER
	 	 
	 	QTS Realty Trust, Inc.


 


	 	By:  	/s/ Chad L. Williams
	 	Name:  Chad L. Williams
	 	Title:    Chief Executive Officer


 


	 	QTS LLC
	 	 
	 	QUALITY TECHNOLOGY SERVICES, LLC


 


	 	By:  	/s/ Chad L. Williams
	 	Name:  Chad L. Williams
	 	Title:    Chief Executive Officer


 


	 	EXECUTIVE


 


	 	/s/ Stanley M. Sword	 
	 	STANLEY M. SWORD


 




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