exv10w5






Exhibit 10.5




CORESITE REALTY CORPORATION AND CORESITE, L.P.




2010 EQUITY INCENTIVE AWARD PLAN



RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT



     CoreSite Realty Corporation, a Maryland corporation (the “Company”), pursuant to the CoreSite
Realty Corporation and CoreSite, L.P. 2010 Equity Incentive Award Plan (the “Plan”), hereby grants
to the individual listed below (“Participant”) the number of shares of the Company’s Stock (the
“Shares”) set forth below. This Restricted Stock award is subject to all of the terms and
conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as
Exhibit A (the “Restricted Stock Agreement”) and the Plan, which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Grant Notice and the Restricted Stock Agreement.



	 	 	 

	Participant:
	 	 
	 

	 	 
	Grant Date:

	 	[                    ]
	Total Number of Shares of Restricted Stock:
	 	 
	 

	 	 
	Vesting Schedule:

	 	[                                                            ]






     By his or her signature and the Company’s and the Partnership’s signature below, Participant
agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this
Grant Notice. Participant has reviewed the Restricted Stock Agreement, the Plan and this Grant
Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock
Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator of the Plan upon any questions arising under the
Plan, this Grant Notice or the Restricted Stock Agreement.



	 	 	 	 	 	 	 	 	 

	CORESITE REALTY CORPORATION:	 	 	 	PARTICIPANT:
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	Print Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CORESITE L.P.:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 





EXHIBIT A




TO RESTRICTED STOCK AWARD GRANT NOTICE



RESTRICTED STOCK AWARD AGREEMENT



     Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted
Stock Award Agreement (this “Agreement”) is attached, CoreSite Realty Corporation, a Maryland
corporation (the “Company”), has granted to Participant the number of shares of Restricted Stock
under the CoreSite Realty Corporation and CoreSite, L.P. 2010 Equity Incentive Award Plan (the
“Plan”) indicated in the Grant Notice. The Shares are subject to the terms and conditions of the
Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein
shall have the meanings specified in the Plan and the Grant Notice.



ARTICLE I

ISSUANCE OF SHARES




     1.1 Issuance of Shares. Pursuant to the Plan and subject to the terms and conditions
of this Agreement, effective on the Grant Date, the Company irrevocably grants to Participant the
number of shares of Stock set forth in the Grant Notice (the “Shares”), in consideration of
Participant’s agreement to remain in the service or employ of the Company, the Partnership or one
of their Subsidiaries, and for other good and valuable consideration.



     1.2 Issuance Mechanics. On the Grant Date, the Company shall issue the Shares to
Participant and shall (a) cause a stock certificate or certificates representing the Shares to be
registered in the name of Participant, or (b) cause such Shares to be held in book entry form. If
a stock certificate is issued, it shall be delivered to and held in custody by the Company and
shall bear the restrictive legends required by Section 4.1 below. If the Shares are held in book
entry form, then such entry will reflect that the Shares are subject to the restrictions of this
Agreement. Participant’s execution of a stock assignment in the form attached as Exhibit B
to the Grant Notice (the “Stock Assignment”) shall be a condition to the issuance of the Shares.



ARTICLE II

FORFEITURE AND TRANSFER RESTRICTIONS




     2.1 Forfeiture Restriction. Subject to the provisions of Section 2.2 below, in the
event of Participant’s Termination of Service for any reason, including as a result of
Participant’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon
be forfeited immediately and without any further action by the Company (the “Forfeiture
Restriction”), except as otherwise provided in a written agreement between the Participant and the
Company and the Partnership. Upon the occurrence of such a forfeiture, the Company shall become
the legal and beneficial owner of the Unreleased Shares and all rights and interests therein or
relating thereto, and the Company shall have the right to retain and transfer to its own name the
number of Unreleased Shares being forfeited by Participant. The Unreleased Shares and
Participant’s executed stock assignment in the form attached as Exhibit B to the Grant
Notice shall be held by the Company in accordance with Section 2.4 until the Shares are forfeited
as provided in this Section 2.1, until such Unreleased Shares are fully released from the
Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Participant
hereby authorizes and directs the Secretary of the Company, or



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such other person designated by the Committee, to transfer the Unreleased Shares which have
been forfeited pursuant to this Section 2.1 from Participant to the Company.




     2.2 Release of Shares from Forfeiture Restriction. The Shares shall be released from
the Forfeiture Restriction in accordance with the vesting schedule set forth in the Grant Notice.
Any of the Shares which, from time to time, have not yet been released from the Forfeiture
Restriction are referred to herein as “Unreleased Shares.” In the event any of the Shares are
released from the Forfeiture Restriction, any dividends or other distributions paid on such Shares
and held by the Company pursuant to Section 2.4 shall be promptly paid by the Company to
Participant. As soon as administratively practicable following the release of any Shares from the
Forfeiture Restriction, the Company shall, as applicable, either deliver to Participant the
certificate or certificates representing such Shares in the Company’s possession belonging to
Participant, or, if the Shares are held in book entry form, then the Company shall remove the
notations on the book form. Participant (or the beneficiary or personal representative of
Participant in the event of Participant’s death or incapacity, as the case may be) shall deliver to
the Company any representations or other documents or assurances as the Company or its
representatives deem necessary or advisable in connection with any such delivery.



     2.3 Transfer Restriction. No Unreleased Shares or any interest or right therein or
part thereof shall be liable for the debts, contracts or engagements of the Participant or his
successors in interest or 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 Escrow. The Unreleased Shares and Participant’s executed Stock Assignment shall
be held by the Company until the Shares are forfeited as provided in Section 2.1, until such
Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this
Agreement no longer is in effect. In such event, Participant shall not retain physical custody of
any certificates representing Unreleased Shares issued to Participant. Participant, by acceptance
of this Award, shall be deemed to appoint, and does so appoint, the Company and each of its
authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited
Unreleased Shares (and any dividends or other distributions paid on such Shares) to the Company as
may be required pursuant to the Plan or this Agreement, and to execute such representations or
other documents or assurances as the Company or such representatives deem necessary or advisable in
connection with any such transfer. The Company, or its designee, shall not be liable for any act
it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith
and in the exercise of its judgment.



     2.5 Rights as Stockholder. Except as otherwise provided herein, upon issuance of the
Shares by the Company, Participant shall have all the rights of a stockholder with respect to said
Shares, subject to the restrictions herein, including the right to vote the Shares and to receive
all dividends or other distributions paid or made with respect to the Shares, provided, however,
that the Participant shall not be entitled to receive any dividends with respect to any Shares that
are unvested as of the date of payment of such dividends unless and until such shares become vested
in accordance with Sections 2.1 and 2.2. Any dividends with respect to such unvested Shares shall
be forfeited to the Company in the event such Shares are forfeited.



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ARTICLE III

TAXATION AND TAX WITHHOLDING




     3.1 Representation. Participant represents to the Company and the Partnership that
Participant 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. Participant
is relying solely on such advisors and not on any statements or representations of the Company or
any of its agents. Participant understands that Participant (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.



     3.2 No 83(b) Election. Participant covenants that he or she will not make an election
under Section 83(b) of the Code with respect to the receipt of any of the Shares without the
consent of the Administrator, which the Administrator may grant or withhold in its sole discretion.



     3.3 Tax Withholding. Notwithstanding any other provision of this Agreement:



          (a) The Company and the Partnership have the authority to deduct or withhold, or require
Participant to remit to the Company or the Partnership, an amount sufficient to satisfy applicable
federal, state, local and foreign taxes (including any FICA obligation) required by law to be
withheld with respect to any taxable event arising pursuant to this Agreement. The Company may
permit Participant to make such payment in one or more of the forms specified below:




               (i) by cash or check made payable to the Company or the Partnership;



               (ii) by the deduction of such amount from other compensation payable to Participant;



               (iii) with respect to any withholding taxes arising as a result of the vesting of the Shares,
by requesting that the Company, the Partnership or one of their subsidiaries withhold a net number
of vested Shares having a then current Fair Market Value not exceeding the amount necessary to
satisfy the withholding obligation of the Company, the Partnership and their subsidiaries based on
the minimum applicable statutory withholding rates for federal, state, local and foreign income tax
and payroll tax purposes;



               (iv) with respect to any withholding taxes arising as a result of the vesting of the Shares,
by tendering vested shares of Stock having a then current Fair Market Value not exceeding the
amount necessary to satisfy the withholding obligation of the Company, the Partnership and their
subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local
and foreign income tax and payroll tax purposes; or



               (v) in any combination of the foregoing.



          (b) With respect to any withholding taxes arising as a result of the vesting of the Shares, in
the event Participant fails to provide timely payment of all sums required pursuant to Section
3.3(a), the Company shall have the right and option, but not the obligation, to treat such failure
as an election by Participant to satisfy all or any portion of Participant’s required payment
obligation pursuant to Section 3.3(a)(ii) or Section 3.3(a)(iii) above, or any combination of the
foregoing as the Company may determine to be appropriate. The Company or the Partnership shall not
be obligated to deliver any certificate representing shares of Stock issuable with respect to the
Shares to Participant or his or her legal representative unless and until Participant or his or her
legal representative shall have paid or otherwise satisfied in full the amount of all federal,
state, local and foreign taxes applicable with respect to the taxable income of Participant
resulting from the vesting of this Award or any other taxable event related to the Shares.






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     (c) In the event Participant’s tax withholding obligation will be satisfied under Section
3.3(a)(iii) above, then the Company or the Partnership may elect to instruct any brokerage firm
determined acceptable to the Company or the Partnership for such purpose to sell on Participant’s
behalf a whole number of shares from those Shares that are then becoming vested as the Company
determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s tax
withholding obligation. Participant’s acceptance of this Award constitutes Participant’s
instruction and authorization to the Company, the Partnership and such brokerage firm to complete
the transactions described above, including the transactions described in the previous sentence, as
applicable. Any shares of Stock to be sold at the Company’s direction through a broker-assisted
sale will be sold on the day the tax withholding obligation arises (i.e., the date the Shares vest)
or as soon thereafter as practicable. The shares of Stock may be sold as part of a block trade
with other participants of the Plan in which all participants receive an average price.
Participant will be responsible for all broker’s fees and other costs of sale, and Participant
agrees to indemnify and hold the Company and the Partnership harmless from any losses, costs,
damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed
Participant’s tax withholding obligation, the Company agrees to pay such excess in cash to
Participant as soon as practicable. Participant acknowledges that the Company, the Partnership or
its designee is under no obligation to arrange for such sale at any particular price, and that the
proceeds of any such sale may not be sufficient to satisfy Participant’s tax withholding
obligation. The Company may refuse to issue any shares of Stock to Participant until the foregoing
tax withholding obligations are satisfied.



ARTICLE IV

RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS




     4.1 Legends. The certificate or certificates representing the Shares, if any, shall
bear the following legend (as well as any legends required by the Company’s charter and applicable
state and federal corporate and securities laws):




THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE
IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH
THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY
AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.



     4.2 Refusal to Transfer; Stop-Transfer Notices. The Company shall not be required (a)
to transfer on its books any Shares that have been sold or otherwise transferred in violation of
any of the provisions of this Agreement or (b) to treat as owner of such Shares or to accord the
right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred. Participant agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.



     4.3 Removal of Legend. After such time as the Forfeiture Restriction shall have
lapsed with respect to the Shares, and upon Participant’s request, a new certificate or
certificates representing such Shares shall be issued without the legend referred to in Section
4.1, and delivered to Participant. If the Shares are held in book entry form, the Company shall
cause any restrictions noted on the book form to be removed.



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ARTICLE V

MISCELLANEOUS




     5.1 Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law.



     5.2 Entire Agreement; Enforcement of Rights. This Agreement and the Plan set forth
the entire agreement and understanding of the parties relating to the subject matter herein and
merge all prior discussions between them. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, shall be effective unless in writing signed by the
parties to this Agreement.



     5.3 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of
the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the
Agreement shall be enforceable in accordance with its terms.



     5.4 Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by electronic mail (with return
receipt requested and received) or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to the party to be
notified, if to the Company or the Partnership, at the Company’s principal offices, and if to
Participant, at Participant’s address, electronic mail address or fax number in the Company’s or
the Partnership’s employee records or as subsequently modified by written notice.



     5.5 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



     5.6 Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s and the Partnership’s successors and assigns.
The Company and the Partnership may assign their rights under this Agreement to 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 or the Partnership without the prior
written consent of Participant. The rights and obligations of Participant under this Agreement may
only be assigned with the prior written consent of the Company.



     5.7 Conformity to Securities Laws. Participant acknowledges that the Plan is intended
to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act
and any and all regulations and rules promulgated by the Securities and Exchange Commission
thereunder, and state securities laws and regulations. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Shares are to be issued, only in such a manner as
to conform to such laws, rules and regulations. To the extent permitted by applicable law, the
Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws,
rules and regulations.



     5.8 NO RIGHT TO CONTINUED SERVICE. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE
LAPSING OF THE FORFEITURE RESTRICTION PURSUANT TO SECTION 2.1 HEREOF IS EARNED ONLY BY CONTINUING
SERVICE TO THE COMPANY, THE PARTNERSHIP OR ONE OF THEIR SUBSIDIARIES AS AN “AT WILL” EMPLOYEE OR
CONSULTANT OF THE COMPANY, THE PARTNERSHIP OR ONE OF THEIR SUBSIDIARIES OR AN INDEPENDENT DIRECTOR
OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR ACQUIRING SHARES HEREUNDER). THE
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND



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THE FORFEITURE RESTRICTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR INDEPENDENT DIRECTOR FOR SUCH PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE COMPANY’S, THE PARTNERSHIP’S OR ANY OF
THEIR SUBSIDIARIES’ RIGHT TO TERMINATE THE PARTICIPANT’S EMPLOYMENT OR SERVICE TO THE COMPANY AT
ANY TIME, WITH OR WITHOUT CAUSE.




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EXHIBIT B




TO RESTRICTED STOCK AWARD GRANT NOTICE



STOCK ASSIGNMENT



     FOR VALUE RECEIVED, the undersigned, [NAME OF PARTICIPANT], hereby sells, assigns and
transfers unto CORESITE REALTY CORPORATION, a Maryland corporation,
                     shares of the Common
Stock of CORESITE REALTY CORPORATION, a Maryland corporation, standing in its name of the books of
said corporation represented by Certificate No.                      herewith and do hereby irrevocably constitute
and appoint                                          to transfer the said stock on the books of the within named
corporation with full power of substitution in the premises.



     This Stock Assignment may be used only in accordance with the Restricted Stock Award Grant
Notice and Restricted Stock Award Agreement between CORESITE REALTY CORPORATION and the undersigned
dated [DATE].



	 	 	 

	Dated:                                         ,                     
	 	 
	 

	 	 
	 

	 	[NAME OF PARTICIPANT]





INSTRUCTIONS: Please do not fill in the blanks other than the signature line. The purpose of this
assignment is to enable the Company to enforce the Forfeiture Restriction as set forth in the Stock
Award Grant Notice and Restricted Stock Award Agreement, without requiring additional signatures on
the part of the stockholder.





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