exv10w6






Exhibit 10.6




CORESITE REALTY CORPORATION

RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (the “Agreement”) is entered into effective as of
___________, 2010 (the “Effective Date”), by and between CoreSite Realty Corporation, a
Maryland corporation (the “Company”), and __________________ (“Holder”).



     WHEREAS, on December 22, 2009, Holder was granted a Class B Interest (as defined in the LLC
Agreement (as defined below)) in CRP Master Holdings, LLC (“Master Holdco”), the details of
which are set forth on Exhibit A (the “Interest”);



     WHEREAS, the Interest was governed by that certain Amended and Restated Limited Liability
Company Agreement of Master Holdco, as amended from time to time (the “LLC Agreement”);



     WHEREAS, the LLC Agreement provides that in connection with an initial public offering of the
equity securities of Master Holdco or one of its successors or affiliates, the Manager (as defined
in the LLC Agreement) may require the Holder to exchange his or her Interest for another class of
equity securities of Master Holdco, its successor or their affiliates;



     WHEREAS, the Company is the sole general partner of CoreSite L.P., a Delaware partnership (the
“Partnership”) and will operate as a self-administered and self-managed real estate
investment trust within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended
(a “REIT”);



     WHEREAS, in connection with the initial public offering of shares of common stock of the
Company, which entity, together with the Partnership, is the successor to Master Holdco, the
Manager and the board of directors of the Company (the “Board”) have each determined that
the Holder shall exchange his or her Interest for a number of shares of common stock of the Company
(the “Common Stock”) as set forth on Exhibit A (such shares of Common Stock are referred to
as the “Restricted Shares”), subject to the terms and conditions of, this Agreement (the
“Exchange”);



     WHEREAS, the Board has approved this Agreement which will govern the Restricted Shares; and



     WHEREAS, the Company and Holder wish to enter into this Agreement which will govern and set
forth the terms of the Restricted Shares.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, including the conversion and exchange of the Interest, the receipt and
sufficiency of which are hereby acknowledged, the Company and Holder hereby agree as follows:



ARTICLE I.

GENERAL




     1.1 Restricted Shares. Holder is the holder of such number of Restricted Shares as is
set forth on Exhibit A. The Restricted Shares shall be subject to the terms and conditions of this
Agreement.



     1.2 Exchange. Holder acknowledges that the Restricted Shares have been issued to
Holder in exchange for all of Holder’s rights with respect to the Interest and that as of the
Effective Date, he or she no longer has any rights with respect to the Interest. The Holder hereby
agrees and consents to the Exchange
and understands and acknowledges that the Restricted Shares are being issued in full
settlement of all of the Holder’s rights under the LLC Agreement or under any other documents or
agreements related to or in



 









 




connection with the Interest or any other interest in Master Holdco or
any of its affiliates, predecessors or successors. The Holder agrees that he or she shall execute
such additional documents and take such actions as may be requested by the Company in order to
effect the Exchange.




     1.3 Ownership, Rights as a Shareholder and Custody. Holder is the owner of the Restricted
Shares and has all the rights of a shareholder with respect thereto, including the right to vote
such Restricted Shares and to receive all dividends or other distributions paid with respect to
such Restricted Shares. Such ownership of Restricted Shares shall be evidenced by book entries on the records of the
Company. Unless provided otherwise pursuant to another agreement between the Holder and the
Company or its successor, promptly following the vesting of Restricted Shares pursuant to this
Agreement, shares evidencing such Restricted Shares shall be transferred into Holder’s brokerage account or participant trust maintained
with the Company’s agent or, in the Company’s sole discretion, stock certificate(s) shall be issued
and delivered to Holder (or his/her permitted transferees) by the Company with such legends as
shall be determined by the Company.



ARTICLE II.

FORFEITURE, VESTING, NON-TRANSFERABILITY




     2.1 Forfeiture. Unless otherwise determined by the Committee, or as otherwise set
forth in a written agreement between the Holder and the Company, the Partnership or any of their
subsidiaries, any Restricted Shares which have not vested as of the date Holder incurs a
Termination of Employment (as defined below) shall automatically be forfeited by Holder on the date
of such Termination of Employment without any additional consideration therefore and without any
further action by the Company. The Committee in its discretion may accelerate the vesting of any
Restricted Shares.



     2.2 Vesting of Restricted Shares.



          (a) The number of Restricted Shares that are designated as vested on Exhibit A shall be fully
vested and non-forfeitable as of the Effective Date.




          (b) The number of Restricted Shares that are designated as unvested on Exhibit A shall vest,
if at all, as indicated on Exhibit A, subject to the Holder’s continued employment with or service
to the Company, the Partnership or any of their subsidiaries.




     2.3 Nontransferability. No unvested Restricted Shares or any interest or right
therein or part thereof shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null
and void and of no effect



     2.4 Adjustment Upon Changes in Capitalization, Merger or Asset Sale.



     (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the number of Restricted Shares subject to this Agreement, shall be equitably
adjusted, as determined by the Committee, for any change in the number of issued shares of Common
Stock resulting



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from a stock split, reverse stock split, stock dividend, spin-off, combination or
reclassification of the Common Stock, or any other change in the number of issued shares of Common
Stock effected without receipt of consideration by the Company; provided, however, that a
conversion of any convertible securities of the Company, the issuance of Restricted Shares to any
other employee of the Company or its subsidiaries, or the exchange by the Company of any Common
Units of the Partnership (as defined in the Partnership Agreement) for shares of Common Stock shall
not be deemed to have been “effected without receipt of consideration.” Such adjustment, if any,
shall be made by the Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of Restricted Shares subject
to this Agreement.




          (b) Merger or Asset Sale. In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, the Agreement shall be
assumed by the successor corporation or a parent or subsidiary of the successor corporation. In
the event that the successor corporation or a parent or subsidiary of the successor corporation
refuses to assume the Agreement, the Restricted Shares shall vest and the transfer restrictions set
forth in this Agreement shall immediately lapse.




ARTICLE III.

OTHER PROVISIONS




     3.1 Definitions. For purposes of this Agreement, the terms set forth below shall have
the following meanings:



          (a) “Committee” means the Board of Directors of the Company or a committee appointed
by the Board to administer this Agreement.




          (b) “Termination of Employment” means the time when the engagement of Holder as an
employee of or service provider to the Company, the Partnership or any of their subsidiaries is
terminated for any reason, with or without cause, including, but not by way of limitation, by
resignation, discharge, death or retirement, but excluding (x) terminations where there is
simultaneous commencement by the former Holder of a relationship with the Company, the Partnership
or one of their subsidiaries as an employee and (y) at the discretion of the Committee,
terminations which result in a temporary severance of the service relationship.




     3.2 Taxes.



          (a) Holder represents to the Company and the Partnership that the Holder has reviewed with his
or her own tax advisors the federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by this Agreement. Holder is relying solely on such advisors and
not on any statements or representations of the Company or any of its agents. Holder understands
that Holder (and not the Company) shall be responsible for his or her own tax liability that may
arise as a result of this investment or the transactions contemplated by this Agreement.




          (b) Holder understands that Holder may be taxed on the Exchange with respect to all of the
Restricted Shares, both vested and unvested. Holder shall be solely responsible for any tax
consequences associated with the Restricted Shares. In the event the Company or the Partnership
determines that any tax withholding shall become due in connection with the Restricted Shares, the
Holder shall make appropriate arrangements for the payment to the Company (or its subsidiary, as
applicable) of all amounts, if any, which the Company (or its subsidiary, as applicable) is
required to withhold under






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applicable law with respect to the Restricted Shares. The Company may
refuse to issue any Restricted Shares to Holder until Holder satisfies the tax withholding
obligations. To the maximum extent permitted by law, the Company (or its subsidiary, as applicable)
has the right to retain without notice from Restricted Shares transferable to Holder upon vesting
or from compensation payable to Holder, shares of Common Stock or cash having a value sufficient to
satisfy the tax withholding obligation in the event the tax withholding obligation is not satisfied
by the Holder.




     3.3 Not a Contract of Employment. Nothing in this Agreement shall confer upon Holder
any right to continue to serve as an employee or other service provider of the Company, the
Partnership or any of their subsidiaries.



     3.4 Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.



     3.5 Administration of the Agreement. The Committee shall have the authority, in its
discretion, to construe and interpret the terms of this Agreement, to prescribe, amend and rescind
rules and regulations relating to the Agreement and to make all other determinations deemed
necessary or advisable for administering the Agreement. The Committee’s decisions and
interpretations shall be final and binding on Holder and all other persons.



     3.6 Amendment, Suspension and Termination. This Agreement may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the
Committee, provided, that, except as may otherwise be provided, directly or indirectly, in this
Agreement, no amendment, modification, suspension or termination of this Agreement shall adversely
effect the Restricted Shares without the prior written consent of Holder.



     3.7 Notices. Notices required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail, with postage and fees prepaid, addressed to Holder at his or her address shown
in the Company records, and to the Company at its principal executive office.



     3.8 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon Holder and his or her heirs, executors, administrators,
successors and assigns.



     3.9 Entire Agreement. This Agreement and the exhibits constitute the entire agreement
among the parties hereto pertaining to the subject matter of this Agreement and supersede all prior
agreements and understandings pertaining thereto, including the LLC Agreement. No oral
understandings, oral statements, oral promises or oral inducements between the parties hereto
relating to this Agreement exist. No representations, warranties, covenants or conditions, express
or implied, whether by statute or otherwise, other than as set forth in this Agreement, have been
made by the parties hereto. The parties hereto agree
that, effective as of the Effective Date, the Holder shall no longer have any rights or
obligations under the LLC Agreement



     3.10 Third Party Beneficiaries. This Agreement shall inure to the benefit of the
parties hereto and, with respect to Section 1.2 and 3.9, to Master Holdco and its affiliates,
successors and predecessors, and their officers, directors and equity holders (each of whom shall
be deemed to be intended third party beneficiaries hereunder).



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     3.11 Execution. This Agreement may be executed in two or more counterparts, or by
facsimile transmission, each of which shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.



     3.12 REIT Status. This Agreement shall be interpreted and construed in a manner
consistent with the Company’s status as a REIT. Notwithstanding anything in this Agreement to the
contrary, no Restricted Shares shall become vested:



          (a) to the extent such Restricted Shares could cause Holder to be in violation of the
Ownership Limit (as defined in the Company’s Articles of Incorporation, as amended from time to
time); or




          (b) if, in the discretion of the Committee, the vesting of such Restricted Shares could impair
the Company’s status as a REIT.




     3.13 Clawback. To the extent required by applicable law or any applicable securities
exchange listing standards, the Restricted Shares and any proceeds thereof shall be subject to
clawback as determined by the Committee, which clawback may include forfeiture, repurchase and/or
recoupment of the Restricted Shares and amounts paid or payable pursuant to or with respect to the
Restricted Shares.



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     By his or her signature and the Company’s signature below, Holder agrees to be bound by the
terms and conditions of this Agreement. Holder has reviewed the Agreement in its entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement.



	 	 	 	   	 	 	 
	CORESITE REALTY CORPORATION:	 	HOLDER:	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Print Name:

	 	 	 	Print Name:	 	 
	 

	 	 
	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Address:

	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 










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EXHIBIT A




NAME OF HOLDER: [___________________]




     The Interest:



	 	 	 	 	 
	 	 	Individual Grant Class B Sharing	 
	Interest	 	Percentage	 
	Fund III Series Class B Interest
	 	 	[_______]	%
	Fund IV Series Class B Interest
	 	 	[_______]	%
	Fund V Series Class B Interest
	 	 	[_______]	%






     The Restricted Shares:



     In exchange for the Interest, pursuant to the Exchange, and subject to the terms and
conditions of the Agreement, the Holder has been granted [________] Restricted Shares, of which:



     [________] Restricted Shares shall be fully vested as of the Effective Date; and



     [________] Restricted Shares shall be unvested as of the Effective Date and, subject to the
Holder’s continued employment with or service to the Company, the Partnership or any of their
subsidiaries on each applicable vesting date, shall vest, if at all,
in three equal annual installments commencing on the one-year
anniversary of the Effective Date.






Holder Initials: _____