exv10w4






Exhibit 10.4




CORESITE REALTY CORPORATION AND CORESITE, L.P.

2010 EQUITY INCENTIVE AWARD PLAN




STOCK OPTION GRANT NOTICE



     CoreSite Realty Corporation, a Maryland corporation, (the “Company”), pursuant to its 2010
Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder
listed below (“Participant”), an option to purchase the number of shares of Stock (as defined in
the Plan) set forth below (the “Option”). This Option is subject to all of the terms and
conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A
(the “Stock Option Agreement”) and the Plan, each of 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 Stock Option Agreement.



	 	 	 

	Participant:

	 	[                                        ]
	Grant Date:

	 	[                                        ]
	Exercise Price per Share:

	 	$[___]
	Total Exercise Price:

	 	$ [                    ]
	Total Number of Shares Subject to the
Option:

	 	[                    ] shares
	Expiration Date:

	 	[                                        ]
	Vesting Schedule:

	 	[                                        ]
	Type of Option:

	 	Non-Qualified Stock Option






     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 Stock Option Agreement and this
Grant Notice. Participant has reviewed the Stock Option 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 Stock Option Agreement
and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under the Plan, this Grant
Notice or the Stock Option 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 STOCK OPTION GRANT NOTICE




CORESITE REALTY CORPORATION STOCK OPTION AGREEMENT



     Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option
Agreement (this “Agreement”) is attached, CoreSite Realty Corporation, a Maryland corporation (the
“Company”), has granted to Participant an Option under the CoreSite Realty Corporation and
CoreSite, L.P. 2010 Equity Incentive Award Plan, as amended from time to time (the “Plan”), to
purchase the number of shares of Stock indicated in the Grant Notice.



ARTICLE 1.




GENERAL



     1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the
meanings specified in the Plan and the Grant Notice.



     1.2 Incorporation of Terms of Plan. The Option is subject to the terms and
conditions of the Plan which are incorporated herein by reference. In the event of any
inconsistency between the Plan and this Agreement, the terms of the Plan shall control.



ARTICLE 2.




GRANT OF OPTION



     2.1 Grant of Option. In consideration of Participant’s past and/or continued
employment with or service to the Company, the Partnership or a Subsidiary and for other good and
valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant
Date”), the Company grants to Participant the Option to purchase any part or all of an aggregate
of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set
forth in the Plan and this Agreement, subject to adjustments as provided in Section 10.1 of the
Plan. This Option is Non-Qualified Stock Option.



     2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option
shall be as set forth in the Grant Notice, without commission or other charge; provided, however,
that the price per share of the shares of Stock subject to the Option shall not be less than 100%
of the Fair Market Value of a share of Stock on the Grant Date.



     2.3 Consideration to the Company. In consideration of the grant of the Option by the
Company, Participant agrees to render faithful and efficient services to the Company, the
Partnership or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon
Participant any right to continue in the employ or service of the Company, the Partnership or any
Subsidiary or shall interfere with or restrict in any way the rights of the Company, the
Partnership and the Subsidiaries, which rights are hereby expressly reserved, to discharge or
terminate the services of Participant at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in a written agreement between the
Company, the Partnership or a Subsidiary and Participant.



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ARTICLE
3.

PERIOD OF EXERCISABILITY




     3.1 Commencement of Exercisability.


          (a) Subject to Sections 3.2, 3.3, 5.10 and 5.15 hereof, the Option shall become vested and
exercisable in such amounts and at such times as are set forth in the Grant Notice.


          (b) No portion of the Option which has not become vested and exercisable at the date of
Participant’s Termination of Service shall thereafter become vested and exercisable, except as may
be otherwise provided by the Administrator or as may otherwise be set forth in a written agreement
between the Company, the Partnership and Participant.


          (c) Notwithstanding Sections 3.1(a) hereof and the Grant Notice, but subject to Section
3.1(b) hereof, pursuant to Section 10.2 of the Plan, the Option shall become fully vested and
exercisable with respect to all shares of Stock covered thereby in the event of a Change in
Control, in connection with which the successor corporation does not assume the Option or
substitute an equivalent right for the Option. Should the successor corporation assume the Option
or substitute an equivalent right, then no such acceleration shall apply, except as may otherwise
be provided in a written agreement between the Participant and the Company and the Partnership.



     3.2 Duration of Exercisability. The installments provided for in the vesting
schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested
and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested
and exercisable until it becomes unexercisable under Section 3.3 hereof.



     3.3 Expiration of Option. The Option may not be exercised to any extent by anyone
after the first to occur of the following events:


          (a) The Expiration Date set forth in the Grant Notice, which shall in no event be more than
ten (10) years from the Grant Date;


          (b) The expiration of three (3) months from the date of Participant’s Termination of Service,
unless such termination occurs by reason of Participant’s death or Disability; or


          (c) The expiration of one (1) year from the date of Participant’s Termination of Service by
reason of Participant’s death or Disability.



ARTICLE
4.


EXERCISE OF OPTION




     4.1 Person Eligible to Exercise. During the lifetime of Participant, only
Participant may exercise the Option or any portion thereof. After the death of Participant, any
exercisable portion of the Option may, prior to the time when the Option becomes unexercisable
under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person
empowered to do so under the deceased Participant’s will or under the then applicable laws of
descent and distribution.



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     4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior to the time when
the Option or portion thereof becomes unexercisable under Section 3.3 hereof.



     4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of the Company (or any third party administrator or
other person or entity designated by the Company), during regular business hours, of all of the
following prior to the time when the Option or such portion thereof becomes unexercisable under
Section 3.3 hereof:


          (a) An exercise notice in a form specified by the Administrator, stating that the Option or
portion thereof is thereby exercised, such notice complying with all applicable rules established
by the Administrator;


          (b) The receipt by the Company or the Partnership of full payment for the shares of Stock
with respect to which the Option or portion thereof is exercised, including payment of any
applicable withholding tax, which shall be made by deduction from other compensation payable to
Participant or in such other form of consideration permitted under Section 4.4 hereof that is
acceptable to the Company and the Partnership;


          (c) Any other written representations as may be required in the Administrator’s reasonable
discretion to evidence compliance with the Securities Act or any other applicable law, rule or
regulation; and


          (d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1
hereof by any person or persons other than Participant, appropriate proof of the right of such
person or persons to exercise the Option.



Notwithstanding any of the foregoing, the Company and the Partnership shall have the right to
specify all conditions of the manner of exercise, which conditions may vary by country and which
may be subject to change from time to time.




     4.4 Method of Payment. Payment of the exercise price shall be by any of the
following, or a combination thereof, at the election of Participant:


          (a) Cash or check;


          (b) With the consent of the Administrator, surrender of shares of Stock (including, without
limitation, shares of Stock otherwise issuable upon exercise of the Option) held for such period
of time as may be required by the Administrator in order to avoid adverse accounting consequences
and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof; or


          (c) Other property acceptable to the Administrator (including, without limitation, through
the delivery of a notice that Participant has placed a market sell order with a broker with
respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the Company or the
Partnership in satisfaction of the Option exercise price; provided that payment of such proceeds
is then made to the Company or the Partnership at such time as may be required by the Company or
the Partnership, but in any event not later than the settlement of such sale).



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     4.5 Conditions to Issuance of Stock. The shares of Stock deliverable upon the
exercise of the Option, or any portion thereof, may be either previously authorized but unissued
            shares of Stock or issued shares of Stock which have then been reacquired by the Company or the
Partnership. Such shares of Stock shall be fully paid and nonassessable. The Company or the
Partnership shall not be required to issue or deliver any shares of Stock purchased upon the
exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:


          (a) The admission of such shares of Stock to listing on all stock exchanges on which such
Stock is then listed;


          (b) The completion of any registration or other qualification of such shares of Stock under
any state or federal law or under rulings or regulations of the Securities and Exchange Commission
or of any other governmental regulatory body, which the Administrator shall, in its absolute
discretion, deem necessary or advisable;


          (c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Administrator shall, in its absolute discretion, determine to be necessary or
advisable;


          (d) The receipt by the Company or the Partnership of full payment for such shares of Stock,
including payment of any applicable withholding tax, which may be in one or more of the forms of
consideration permitted under Section 4.4 hereof; and


          (e) The lapse of such reasonable period of time following the exercise of the Option as the
Administrator may from time to time establish for reasons of administrative convenience.



     4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of
the rights or privileges of, a stockholder of the Company, including, without limitation, voting
rights and rights to dividends, in respect of any shares of Stock purchasable upon the exercise of
any part of the Option unless and until such shares of Stock shall have been issued by the Company
and held of record by such holder (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a
dividend or other right for which the record date is prior to the date the shares of Stock are
issued, except as provided in Section 10.1 of the Plan.



     4.7 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 exercise of the Option,
by requesting that the Company withhold a net number of shares of Stock otherwise issuable



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pursuant to such exercise 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 exercise of the Option,
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 exercise of the Option,
in the event Participant fails to provide timely payment of all sums required pursuant to Section
4.7(a), the Company, the Partnership or any of their subsidiaries 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 4.7(a)(ii) or Section
4.7(a)(iii) above, or any combination of the foregoing as the Company, the Partnership or any of
their subsidiaries may determine to be appropriate. The Company shall not be obligated to deliver
any certificate representing shares of Stock issuable with respect to the exercise of the Option
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 exercise of the Option or any other taxable event related to this Award.


          (c) In the event Participant’s tax withholding obligation will be satisfied under Section
4.7(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 of Stock issuable to Participant upon exercise
of the Option 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 and 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 or the Partnership’s direction through a broker-assisted sale will be sold on the day
the tax withholding obligation arises (i.e., the date Stock is delivered) 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 or the Partnership, as applicable, agrees to pay such excess in cash to
Participant as soon as practicable. Participant acknowledges that the Company, the Partnership or
their 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 or the Partnership may refuse to issue any shares of Stock in settlement
of the Option to Participant until the foregoing tax withholding obligations are satisfied.



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ARTICLE 5.




OTHER PROVISIONS



     5.1 Administration. The Administrator shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All
actions taken and all interpretations and determinations made by the Administrator in good faith
shall be final and binding upon Participant, the Company, the Partnership and all other interested
persons. No member of the Committee or the Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan, this Agreement or the
Option.



     5.2 Whole Shares. The Option may only be exercised for whole shares of Stock.



     5.3 Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be
sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution, unless and until the shares of Stock underlying the Option have been issued, and all
restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest
or right therein shall be liable for the debts, contracts or engagements of Participant or his or
her 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, except to the extent that such disposition is permitted
by the preceding sentence.



     5.4 Binding Agreement. Subject to the limitation on the transferability of the
Option contained herein, this Agreement will be binding upon and inure to the benefit of the
heirs, legatees, legal representatives, successors and assigns of the parties hereto.



     5.5 Adjustments Upon Specified Events. The Administrator may accelerate the vesting
of the Option in such circumstances as it, in its sole discretion, may determine. In addition,
upon the occurrence of certain events relating to the Stock contemplated by Section 10.1 of the
Plan (including, without limitation, an extraordinary cash dividend on such Stock), the
Administrator shall make such adjustments the Administrator deems
appropriate in the number of shares of Stock subject to the Option, the exercise price of the Option and the kind of securities
that may be issued upon exercise of the Option. Participant acknowledges that the Option is
subject to adjustment, modification and termination in certain events as provided in this
Agreement and Section 10.1 of the Plan.



     5.6 Notices. Any notice to be given under the terms of this Agreement to the Company
or the Partnership shall be addressed to the Company in care of the Secretary of the Company at
the Company’s principal office, and any notice to be given to Participant shall be addressed to
Participant at Participant’s last address reflected on the Company’s or the Partnership’s records.
By a notice given pursuant to this Section 5.6, any party may hereafter designate a different
address for notices to be given to that party. Any notice which is required to be given to
Participant shall, if Participant is then deceased, be given to the person entitled to exercise
his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.6. Any
notice shall be deemed duly given when sent via email or when sent by certified mail (return
receipt requested) and deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.



     5.7 Titles. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.



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     5.8 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.



     5.9 Conformity to Securities Laws. Participant acknowledges that the Plan and this
Agreement are 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 Option is granted and may
be exercised, 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.



     5.10 Amendments, Suspension and Termination. To the extent permitted by the Plan,
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 or the Board; provided that, except as may
otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely affect the Option in any material way without the prior written consent
of Participant.



     5.11 Successors and Assigns. The Company and the Partnership may assign any of their
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 and the Partnership. Subject to the
restrictions on transfer herein set forth in Section 5.3 hereof, this Agreement shall be binding
upon Participant and his or her heirs, executors, administrators, successors and assigns.



     5.12 Intentionally Omitted.



     5.13 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange
Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.



     5.14 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all
Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company, the Partnership and Participant with respect
to the subject matter hereof.



     5.15 Section 409A. This Option is not intended to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (together with any Department of
Treasury regulations and other interpretive guidance issued thereunder, including without
limitation any such regulations or other guidance that may be issued after the date hereof,
“Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or
this Agreement, if at any time the Administrator determines that the Option (or any portion
thereof) may be subject to Section 409A, the Administrator shall have the right in its sole
discretion (without any obligation to do so or to indemnify Participant or any other person for
failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or
adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, as the Administrator determines are



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necessary or appropriate either for the Option to be exempt from the application of Section
409A or to comply with the requirements of Section 409A.




     5.16 Limitation on Participant’s Rights. Participation in the Plan confers no rights
or interests other than as herein provided. This Agreement creates only a contractual obligation
on the part of the Company and the Partnership as to amounts payable and shall not be construed as
creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets.
Participant shall have only the rights of a general unsecured creditor of the Company or the
Partnership with respect to amounts credited and benefits payable, if any, with respect to the
Option, and rights no greater than the right to receive the Stock as a general unsecured creditor
with respect to options, as and when exercised pursuant to the terms hereof.




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