exv10w8






Exhibit 10.8




Execution Version




Employment Agreement




     This Employment Agreement, (the “Agreement”), is entered into by and between CoreSite,
LLC, a Delaware limited liability company (“CoreSite” and together with any of its
successors or assigns, the “Company”), and Deedee Beckman (the “Executive”)
(collectively referred to herein as the “Parties”) on September 2, 2010 (the “Effective
Date”) and shall become effective on the Effective Date.



RECITALS





	A.	 	It is the desire of the Company to assure itself of the services of Executive by entering
into this Agreement.






	B.	 	Executive and the Company mutually desire that Executive provide services to the Company on
the terms herein provided.





AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below the Parties hereto agree as follows:


1. Employment.




     (a) General. The Company shall continue to employ Executive and Executive
shall remain in the employ of the Company, for the period and in the position set forth in this
Section 1, and upon the other terms and conditions herein provided.



     (b) Employment Term. Executive’s employment with the Company Group (as
defined below) is “at-will” employment and may be terminated at any time with or without Cause.
Employee understands and agrees that neither her job performance nor promotions, commendations,
bonuses or the like from any member of the Company Group shall give rise to or in any way serve as
the basis for modification, amendment or extension, by implication or otherwise, of Employee’s
employment with the Company Group. Employee and the Company agree that Employee’s employment
pursuant to this Agreement may be terminated at any time in accordance with Section 3. The
period from the Effective Date through the termination of Employee’s employment pursuant to this
Agreement, regardless of the time or reason for such termination, shall be referred to herein as
the “Term.”



     (c) Position and Duties. During the Term, Executive shall hold the following position
and shall have the following duties:



          (i) Executive shall initially serve as the Chief Financial Officer of the Company, including,
if applicable, the REIT (as defined below) and an operating partnership of which the REIT is a
general partner (collectively, the “Company Group”), with such customary responsibilities,
duties and authority as may from time to time be assigned to Executive by the President and Chief
Executive Officer of the Company (the “CEO”) or the board of directors, or other similar
governing body, of CoreSite or any successor of CoreSite, including any successor company with
respect to which an initial public offering of equity securities (an “IPO”) may be






 









 







effected (the “REIT”) (such board of directors or other similar governing body is
referred to herein as the “Board”). While serving as the Chief Financial Officer of the
Company, Executive shall report to the CEO, shall participate actively in the Company’s search for
a new Chief Financial Officer of the Company (the “New CFO”), and shall devote
substantially all of Executive’s working time and efforts to the business and affairs of the
Company Group. Executive agrees to observe and comply with the rules and policies of the Company
Group as adopted by the Company Group from time to time.




          (ii) Effective on the date the New CFO becomes employed by the Company, Executive shall no
longer serve as the Chief Financial Officer of the Company. Following such date, Executive shall
provide her services to the Company Group as a part-time employee and her regular weekly hours
shall be reduced to 25 hours per week (“Part-Time Employment”). Executive shall remain an
employee of the Company Group until her Date of Termination and Executive shall work
collaboratively with the New CFO to transition her duties to the New CFO and shall continue to
provide services to the Company Group as reasonably requested by the CEO or the New CFO (and shall
report to the New CFO as well as the CEO).



2. Compensation and Related Matters.




     (a) Base Salary. During the Term, Executive shall receive a base salary at
a rate of $245,000 per annum (the “Base Salary”), which shall be paid in accordance with
the customary payroll practices of the Company. Such Base Salary shall be reviewed (and may be
adjusted upward) from time to time by the Board or an authorized committee of the Board, in its
sole discretion. The Base Salary shall automatically be adjusted to $85,000 per annum once
Executive begins Part-Time Employment.



     (b) Bonuses.



          (i) IPO Bonus. Except as otherwise provided in Section 4, if an IPO occurs on or prior to
March 31, 2011 and Executive remains an employee of the Company Group until March 31, 2011, then
she will receive a lump sum payment on March 31, 2011 equal to $245,000 (the “IPO Bonus”).




          (ii) Annual Bonus. During the Term, Executive shall be eligible to receive an annual
performance-based bonus upon the achievement of certain performance goals determined by the Board
(the “Performance Bonus”). Executive’s annual target bonus opportunity shall initially be
$160,000, and may be increased in subsequent years in the sole discretion of the Board. The actual
amount of Executive’s annual Performance Bonus may, in the Board’s discretion, be higher or lower
than the target amount and shall be based upon the Company’s level of achievement of such
performance goals, as determined by the Board in its discretion, and in accordance with the
Company’s annual bonus plan applicable to Executive, as in effect from time to time. Any
Performance Bonus payable pursuant to this Section 2(b) shall be paid to Executive in the calendar
year following the calendar year to which the Performance Bonus relates and Executive’s annual
target bonus opportunity shall be adjusted downward to $42,500 for the period beginning on the date
Executive begins Part-Time Employment.







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     (c) Equity Incentive Plans. Executive was previously awarded Class B Interests in CRP
Master Holdings, LLC (“Master Holdco”), which interests are subject to the terms and
conditions of the Amended and Restated Limited Liability Company Agreement of Master Holdco (the
“Class B Interests”). Subject to the completion of the IPO, and Executive’s continued
employment with the Company on the date of completion of the IPO, Executive shall be entitled to
receive in connection with the IPO, an additional equity award, the details of which are set forth
more fully in Exhibit A attached hereto. In addition, during the Term, Executive may be
eligible to participate in any equity incentive plan or plans that may be adopted by CoreSite or
the REIT from time to time, and shall be eligible to receive additional awards under such plan, as
determined by the Board or an authorized committee of the Board in its sole discretion.



     (d) Benefits. During the Term, Executive shall be eligible to participate
in group employee benefit plans, programs and arrangements of the Company, as may be amended from
time to time, which are generally applicable to similarly-situated executives of the Company and
its subsidiaries. This currently includes, but is not limited to, Company-paid on-site parking for
all employees; alternately, employees who commute to work via public transportation are eligible
for reimbursement up to $180 per month.



     (e) Vacation. During the Term, Executive shall be entitled to paid vacation
in accordance with the Company’s vacation policy, as it may be amended from time to time. Any
vacation shall be taken at the reasonable and mutual convenience of the Company and Executive.



     (f) Expenses. During the Term, the Company shall reimburse Executive for
all reasonable travel and other business expenses incurred by Executive in the performance of
Executive’s duties to the Company in accordance with the Company’s expense reimbursement policy,
interpreted consistent with Section 11(l)(v) of this Agreement.



     (g) Key Person Insurance. At any time during the Term, the Company shall
have the right to insure the life of Executive for the Company’s sole benefit. The Company shall
have the right to determine the amount of insurance and the type of policy. Executive shall
reasonably cooperate with the Company in obtaining such insurance by submitting to physical
examinations, by supplying all information reasonably required by any insurance carrier, and by
executing all necessary documents reasonably required by any insurance carrier. Executive shall
incur no financial obligation by executing any required document, and shall have no interest in any
such policy. The results of any physical examination of Executive performed pursuant to the terms
hereof shall be made available to Executive and shall only be disclosed to the Board with the prior
written consent of Executive. Except for the purposes of determining whether a Disability exists,
the Company shall not permit the results of any physical examination of Executive performed
pursuant to the terms hereof to have any affect on any employment decisions pertaining to
Executive, and the Company hereby agrees and acknowledges that such results shall not have any such
effect.



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3. Termination.




     Executive’s employment hereunder may be terminated by the Company or Executive, as applicable,
without any breach of this Agreement under the following circumstances:



     (a) Circumstances.




     (i) Death. Executive’s employment hereunder shall terminate upon Executive’s
death.




     (ii) Disability. If Executive has incurred a Disability, as defined below,
the Company may terminate Executive’s employment.




     (iii) Termination for Cause. The Company may terminate Executive’s
employment for Cause, as defined below.




     (iv) Termination without Cause. The Company may terminate Executive’s
employment without Cause.




     (v) Resignation from the Company Without Good Reason. Executive may resign
Executive’s employment with the Company without Good Reason, as defined below.




     (vi) Resignation from the Company With Good Reason. Executive may resign
Executive’s employment with the Company with Good Reason within 90 days following the
occurrence of a Good Reason event.



     (b) Notice of Termination. Any termination of Executive’s employment by the Company
or by Executive under this Section 3 (other than termination pursuant to paragraph (a)(i)) shall be
communicated by a written notice to the other party hereto (i) indicating the specific termination
provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s employment under the
provision so indicated, and (iii) specifying a Date of Termination which, if submitted by
Executive, shall be at least sixty (60) days following the date of such notice (a “Notice of
Termination”); provided, however, that in the event that Executive delivers a Notice of
Termination to the Company, the Company may, in its sole discretion, change the Date of Termination
to any date that occurs following the date of Company’s receipt of such Notice of Termination and
is prior to the date specified in such Notice of Termination. A Notice of Termination submitted by
the Company may provide for a Date of Termination on the date Executive receives the Notice of
Termination, or any date thereafter elected by the Company in its sole discretion. The failure by
the Company to set forth in the Notice of Termination any fact or circumstance which contributes to
a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from
asserting such fact or circumstance in enforcing the Company’s rights hereunder. The failure by the
Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from
asserting such fact or circumstance in enforcing Executive’s rights hereunder.



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     (c) Company Obligations upon Termination. Upon termination of Executive’s
employment pursuant to any of the circumstances listed in Section 3, Executive (or
Executive’s estate) shall be entitled to receive the sum of: (i) the portion of Executive’s Base
Salary earned through the Date of Termination, but not yet paid to Executive; (ii) the entire
amount of any Performance Bonus that relates to the prior calendar year, but has not yet been paid
to Executive; (iii) any expenses owed to Executive pursuant to Section 2(f); (iv) any
amount accrued and arising from Executive’s participation in, or benefits accrued under any
employee benefit plans, equity incentive plans, programs or arrangements, which amounts shall be
payable in accordance with the terms and conditions of such employee benefit plans, equity
incentive plans, programs or arrangements, including but not limited to accrued but unused vacation
(collectively, the “Company Arrangements”); and (v) any equity interests or awards that
vested on or before the Date of Termination. Except as otherwise expressly required by law
(e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary,
severance, benefits, bonuses and other amounts hereunder (if any) shall cease upon the termination
of Executive’s employment hereunder. In the event that Executive’s employment is terminated by the
Company for any reason, Executive’s sole and exclusive remedy under this Agreement shall be to
receive the severance payments and benefits described in this Section 3(c) and/or Section 4, as
applicable.



     (d) Deemed Resignation. Upon termination of Executive’s employment for any
reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then
held with the Company or any of its affiliates. The Company hereby agrees that, upon termination
of Executive’s employment for any reason, it shall not terminate, amend, waive or otherwise modify
any rights Executive has with respect to indemnification, reimbursement, and subrogation pursuant
to the Company’s organizational documents, the Company’s directors’ and officers’ insurance policy,
or otherwise, without the Executive’s prior written consent, unless the Company provides equivalent
or more favorable rights under substantially similar arrangements or agreements.


4. Severance Payments.




     (a) Termination Upon Death or Disability. If Executive’s employment shall
terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to
Section 3(a)(ii), Executive shall receive, in addition to the payments provided for in Section
3(c), (i) the IPO Bonus, and (ii) an amount equal to Executive’s target Performance Bonus amount in
effect for the calendar year in which such termination occurs, multiplied by a fraction, the
numerator of which is the number of months in such year during which Executive was employed prior
to termination and the denominator of which is twelve (12). In the event the target Performance
Bonus amount changes in the calendar year in which such termination occurs, then the target
Performance Bonus amount used in the calculation set forth in the prior sentence shall be a blended
target amount based on the number of days the applicable target amount is in effect while Executive
is employed by the Company during such calendar year. The IPO Bonus, to the extent payable
pursuant to this Section 4(a), and the pro-rated target Performance Bonus amount shall be paid to
Executive in a lump sum within thirty (30) days following the Date of Termination. Notwithstanding
anything to the contrary in this Section 4(a), in no event shall Executive be entitled to the IPO
Bonus under this Section 4(a) if (i) an IPO has not occurred



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prior to the Date of Termination, (ii) an IPO has not occurred prior to March 31, 2011 or
(iii) the IPO Bonus has already been paid to Executive.




     (b) Termination for Cause or Resignation from the Company Without Good
Reason. If Executive’s employment shall terminate pursuant to Section 3(a)(iii) for Cause or
pursuant to Section 3(a)(v) for Executive’s resignation from the Company without Good Reason, then
Executive shall not be entitled to any severance payments or benefits, except as provided in
Section 3(c).



     (c) Termination without Cause or from the Company With Good Reason. If
Executive’s employment shall terminate without Cause pursuant to Section 3(a)(iv) or with
Good Reason pursuant to Section 3(a)(vi), then, subject to Executive signing on or before
the 21st day following Executive’s Date of Termination, and not revoking, a release of
claims in the form attached as Exhibit B to this Agreement (the “Release”),
Executive shall receive, in addition to payments and benefits set forth in Section 3(c), (i) the
IPO Bonus, and (ii) an amount equal to Executive’s target Performance Bonus amount in effect for
the calendar year in which such termination occurs, multiplied by a fraction, the numerator of
which is the number of months in such year during which Executive was employed prior to termination
and the denominator of which is twelve (12). In the event the target Performance Bonus amount
changes in the calendar year in which such termination occurs, then the target Performance Bonus
amount used in the calculation set forth in the prior sentence shall be a blended target amount
based on the number of days the applicable target amount is in effect while Executive is employed
by the Company during such calendar year. The IPO Bonus, to the extent payable pursuant to this
Section 4(c), and the pro-rated target Performance Bonus amount shall be paid to Executive in a
lump sum within thirty (30) days following the Date of Termination. Notwithstanding anything to the
contrary in this Section 4(c), in no event shall Executive be entitled to the IPO Bonus under this
Section 4(c) if (i) an IPO has not occurred prior to the Date of Termination, (ii) an IPO has not
occurred prior to March 31, 2011 or (iii) the IPO Bonus has already been paid to Executive.



     (d) Survival. Notwithstanding anything to the contrary in this Agreement, the
provisions of Sections 3 through 9 and Section 11 will survive the
termination of Executive’s employment and the expiration or termination of the Term.


5. Competition.




     (a) Executive shall not, at any time during the Restriction Period, directly or
indirectly engage in, have any equity interest in, enter into a discussion of which the primary
purpose and intention of the Executive is to interview for a potential employment or consulting
relationship with, or manage or operate any person, firm, corporation, partnership or business
(whether as director, officer, employee, agent, representative, partner, security holder,
consultant or otherwise) that competes with the Business (as defined below) of the Company anywhere
in the United States. Notwithstanding anything to the contrary, nothing shall prohibit Executive
from (i) retaining any ownership interest in the Company, or (ii) being a passive owner of not more
than 2% of the outstanding equity interest in any entity that is publicly traded, so long as
Executive has no active participation in the business of such entity.



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     (b) Executive shall not, at any time during the Restriction Period, directly or
indirectly, recruit or otherwise solicit or induce any customer, subscriber or supplier of the
Company (i) to terminate its arrangement with the Company, or (ii) to otherwise change its
relationship with the Company. Executive shall not, at any time during the Restriction Period,
directly or indirectly, either for Executive or for any other person or entity, (A) solicit any
employee of the Company to terminate his or her employment with the Company (other than
solicitations of the general public that are not directed only towards employees of the Company),
(B) employ any such individual during his or her employment with the Company and for a period of
six months after such individual terminates his or her employment with the Company or (C) solicit
any vendor or business affiliate of the Company to cease to do business with the Company.



     (c) In the event the terms of this Section 5 shall be determined by any
court of competent jurisdiction to be unenforceable by reason of its extending for too great a
period of time or over too great a geographical area or by reason of its being too extensive in any
other respect, it will be interpreted to extend only over the maximum period of time for which it
may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the
maximum extent in all other respects as to which it may be enforceable, all as determined by such
court in such action.



     (d) As used in this Section 5, (i) the term “Company” means the
Company and its direct and indirect parents and subsidiaries, (ii) the term “Business”
shall mean buying, developing and operating data centers and colocation facilities, and any other
material lines of business into which the Company may expand during the Term; and (iii) the term
“Restriction Period” shall mean the period beginning on the Effective Date and ending on the date
that is twelve (12) months following the Date of Termination.



     (e) Executive agrees, during the Term and following the Date of Termination, to
refrain from disparaging the Company and its affiliates, including any of its services,
technologies or practices, or any of its directors, officers, agents, representatives or
stockholders, either orally or in writing. The Company agrees, during the Term and following the
Date of Termination, that the Company and its officers and directors will refrain from disparaging
Executive. Nothing in this paragraph shall preclude Executive, the Company or the Company’s
directors, officers, employees, agents, representatives or stockholders from making truthful
statements that are reasonably necessary to comply with applicable law, regulation or legal
process, or to otherwise assert its rights under this Agreement or otherwise against each other.



     (f) Executive represents that Executive’s employment by the Company does not and
will not breach any agreement with any former employer, including any non-compete agreement or any
agreement to keep in confidence or refrain from using information acquired by Executive prior to
Executive’s employment by the Company. During Executive’s employment by the Company, Executive
agrees that Executive will not violate any non-solicitation agreements Executive entered into with
any former employer or improperly make use of, or disclose, any information or trade secrets of any
former employer or other third party, nor will Executive bring onto the premises of the Company or
use any unpublished documents or any property belonging



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to any former employer or other third party, in violation of any lawful agreements with that
former employer or third party.



6. Nondisclosure of Proprietary Information.




     (a) Except in connection with the performance of Executive’s duties hereunder or
pursuant to Section 6(c) and (e), Executive shall, in perpetuity, maintain in confidence
and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for
Executive’s benefit or the benefit of any person, firm, corporation or other entity any
confidential or proprietary information or trade secrets of or relating to the Company (including,
without limitation, business plans, business strategies and methods, acquisition targets,
intellectual property in the form of patents, trademarks and copyrights and applications therefor,
ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices,
processes, methods, developments, source code, modifications, technology, techniques, data,
programs, other know-how or materials, owned, developed or possessed by the Company, whether in
tangible or intangible form, information with respect to the Company’s operations, processes,
products, inventions, business practices, finances, principals, vendors, suppliers, customers,
potential customers, marketing methods, costs, prices, contractual relationships, regulatory
status, prospects and compensation paid to employees or other terms of employment) (collectively,
the “Confidential Information”), or deliver to any person, firm, corporation or other
entity any document, record, notebook, computer program or similar repository of or containing any
such Confidential Information. The Parties hereby stipulate and agree that, as between them, any
item of Confidential Information is important, material and confidential and affects the successful
conduct of the businesses of the Company (and any successor or assignee of the Company).
Notwithstanding the foregoing, Confidential Information shall not include any information that has
been published in a form generally available to the public prior to the date Executive proposes to
disclose or use such information, provided, that such publishing of the Confidential Information
shall not have resulted from Executive directly or indirectly breaching Executive’s obligations
under this Section 6(a) or any other similar provision by which Executive is bound, or from
any third-party breaching its confidentiality obligations to the Company (to the extent Executive
knows of the breach) For the purposes of the previous sentence, Confidential Information will not
be deemed to have been published or otherwise disclosed merely because individual portions of the
information have been separately published, but only if all material features comprising such
information have been published in combination.



     (b) Upon termination of Executive’s employment with the Company for any reason,
Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters,
notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents
or property concerning the Company’s customers, business plans, marketing strategies, products,
property or processes.



     (c) Executive may respond to a lawful and valid subpoena or other legal process but
shall give the Company prompt notice thereof, and shall, as much in advance of the return date as
practicable, make available to the Company and its counsel the documents and other information
sought and shall assist (to the extent reasonably requested by the Company) such



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counsel at Company’s expense in resisting or otherwise responding to such process. Nothing
herein shall preclude or restrict Executive from responding to a lawful and valid subpoena or other
legal process in a manner in which Executive determines in her best interests in accordance with
privileged and confidential legal advice that Executive obtains separate from the Company and its
counsel.




     (d) As used in this Section 6 and Section 7, the term
“Company” shall mean the Company, the REIT and their direct and indirect subsidiaries
(including an operating partnership of which the REIT is the general partner).



     (e) Nothing in this Agreement shall prohibit Executive from (i) disclosing
information and documents when required by law, subpoena or court order (subject to the
requirements of Section 6(c) above), (ii) disclosing information and documents to
Executive’s attorney or tax adviser for the purpose of securing legal or tax advice, (iii)
disclosing Executive’s post-employment restrictions in this Agreement in confidence to any
potential new employer, or (iv) retaining, at any time, Executive’s personal correspondence,
Executive’s personal contacts and documents related to Executive’s own personal benefits,
entitlements and obligations.


7. Inventions. 




     All rights to discoveries, inventions, improvements and innovations (including all data and
records pertaining thereto) related to the business of the Company, whether or not patentable,
copyrightable, registrable as a trademark, or reduced to writing, that Executive may discover,
invent or originate during the Term, either alone or with others and whether or not during working
hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive
property of the Company. Executive shall promptly disclose all Inventions to the Company, shall
execute at the request of the Company any assignments or other documents the Company may deem
reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon
reasonable request and at the Company’s expense, in obtaining, defending and enforcing the
Company’s rights therein. Executive hereby appoints the Company as Executive’s attorney-in-fact to
execute on Executive’s behalf any assignments or other documents reasonably deemed necessary by the
Company to protect or perfect its rights to any Inventions.


8. Injunctive Relief.




     (a) It is recognized and acknowledged by Executive that a breach of the covenants
contained in Sections 5, 6 and 7 will cause irreparable damage to Company and its goodwill,
the exact amount of which will be difficult or impossible to ascertain, and that the remedies at
law for any such breach will be inadequate. Accordingly, Executive agrees that in the event of a
breach of any of the covenants contained in Sections 5, 6 and 7, in addition to any other
remedy which may be available at law or in equity, the Company will be entitled to seek specific
performance and injunctive relief.



     (b) It is recognized and acknowledged by the Company that a breach of the covenant
contained in Section 5(e) will cause irreparable damage to Executive, the exact amount of
which



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will be difficult or impossible to ascertain, and that the remedies at law for any such breach
will be inadequate. Accordingly, the Company agrees that in the event of a breach of the covenant
contained in Section 5(e), in addition to any other remedy which may be available at law or
in equity, Executive will be entitled to seek specific performance and injunctive relief.



9. Assignment and Successors.




     The Company shall not assign its rights and obligations under this Agreement to any party
without the prior written consent of Executive, except that the Company may assign its rights and
obligations under this Agreement to any successor to all or substantially all of the business or
the assets of the Company (by merger or otherwise) or to any affiliate or related company,
including, but not limited to the REIT and any entity in which the REIT holds an interest, in
connection with the REIT’s initial public offering, and may assign or encumber this Agreement and
its rights hereunder as security for indebtedness of the Company and its affiliates without the
prior written consent of Executive. This Agreement shall be binding upon and inure to the benefit
of the Company, Executive and their respective successors, assigns, personnel and legal
representatives, executors, administrators, heirs, distributees, devisees, and legatees, as
applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive,
other than Executive’s rights to payments hereunder, which may be transferred only by will or
operation of law. Notwithstanding the foregoing, Executive shall be entitled, to the extent
permitted under applicable law and applicable Company Arrangements, to select and change a
beneficiary or beneficiaries to receive compensation hereunder following Executive’s death by
giving written notice thereof to the Company.


10. Certain Definitions.




     (a) Affiliate. For purposes of this Agreement, “affiliate” shall mean, with
respect to any person or entity, any person or entity that, directly or indirectly controls, is
controlled by, or is under common control with such person or entity.



     (b) Cause. The Company shall have “Cause” to terminate Executive’s
employment hereunder upon:




     (i) Executive’s failure to substantially perform Executive’s duties as an
employee of the Company (other than any such failure resulting from Executive’s Disability);




     (ii) Executive’s failure in any material respect to carry out or comply with
any lawful and reasonable directive of the Board consistent with the terms of this
Agreement;




     (iii) Executive’s material breach of this Agreement;




     (iv) Executive’s conviction, plea of no contest, plea of nolo contendere, or
imposition of unadjudicated probation for any felony;




     (v) Executive’s unlawful use (including being under the influence) or
possession of illegal drugs on the Company’s (or any of its affiliate’s) premises or while



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performing Executive’s duties and responsibilities under this Agreement; or




     (vi) Executive’s commission of an act of fraud, embezzlement,
misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any
of its affiliates; provided that no act or failure to act on the part of Executive shall be
considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or
without reasonable belief that Executive’s action or omission was in the best interests of
the Company. Any act or failure to act, based upon specific authority given pursuant to a
resolution duly adopted by the Board or a committee thereof or based on the advice of
counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by
Executive in good faith and in the best interests of the Company.



     Notwithstanding the foregoing, in the case of clauses (i), (ii) and (iii) above, no Cause will
have occurred unless and until the Company has: (a) provided Executive, within 60 days of the
Company’s knowledge of the occurrence of the facts and circumstances underlying the Cause event,
written notice stating with specificity the applicable facts and circumstances underlying such
finding of Cause; and (b) provided Executive with an opportunity to cure the same within 30 days
after the receipt of such notice; provided, however, that Executive shall be provided only one cure
opportunity per category of Cause. If the Executive fails to cure the same within such 30 days,
then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. For
the avoidance of doubt, Executive’s death or Disability shall not constitute “Cause” hereunder.



     (c) Intentionally Omitted.



     (d) Date of Termination. “Date of Termination” shall mean (i) if Executive’s
employment is terminated by Executive’s death, the date of Executive’s death; (ii) if Executive’s
employment is terminated pursuant to Section 3(a)(ii) – (vi) either the date indicated in
the Notice of Termination or the date specified by the Company pursuant to Section 3(b),
whichever is earlier; (iii) if Executive’s employment is terminated pursuant to Section
1(b), the expiration of the Term.



     (e) Disability. “Disability” shall mean, at any time the Company or any of
its affiliates sponsors a long-term disability plan for the Company’s employees, “disability” as
defined in such long-term disability plan for the purpose of determining a participant’s
eligibility for benefits, provided, however, if the long-term disability plan contains multiple
definitions of disability, “Disability” shall refer to that definition of disability which, if
Executive qualified for such disability benefits, would provide coverage for the longest period of
time. The determination of whether Executive has a Disability shall be made by the person or
persons required to make disability determinations under the long-term disability plan. At any
time the Company does not sponsor a long-term disability plan for its employees, Disability shall
mean Executive’s inability to perform, with or without reasonable accommodation, the essential
functions of Executive’s position hereunder for a total of three months during any six-month period
as a result of incapacity due to mental or physical illness as determined by a physician selected
by the Company or its insurers and acceptable to Executive or Executive’s legal representative,
with such agreement as to acceptability not to be unreasonably withheld or



11









 




delayed. Any refusal by Executive to submit to a medical examination for the purpose of
determining Disability shall be deemed to constitute conclusive evidence of Executive’s Disability.




     (f) Good Reason. “Good Reason” shall mean the occurrence of any of the following
events without Executive’s express written consent:




     (i) the Company’s material breach of this Agreement;




     (ii) a reduction in Executive’s Base Salary or Executive’s annual target bonus
opportunity, other than as provided in Sections 2(a) and (b), respectively, or a reduction
in Base Salary or annual target bonus opportunity of less than 10% that is implemented in
connection with a contemporaneous reduction in base salaries affecting other senior
executive officers of the Company;




     (iii) a relocation of Executive’s principal place of employment to a location more than
20 miles outside of the Denver, Colorado metropolitan area; or




     (iv) a requirement that Executive report to anyone other than the CEO or the Board,
except as provided in Section 1(c).




Notwithstanding the foregoing, no Good Reason will have occurred unless and until the
Executive has: (a) provided the Company, within 60 days of Executive’s knowledge of the
occurrence of the facts and circumstances underlying the Good Reason event, written notice
stating with specificity the applicable facts and circumstances underlying such finding of
Good Reason; and (b) provided the Company with an opportunity to cure the same within 30
days after the receipt of such notice; provided, however, that the Company shall be provided
only one cure period per category of Good Reason event in any rolling twelve (12) month
period. If the Company fails to cure the same within such 30 days, then the termination
shall be deemed to occur as of the expiration of the 30-day cure period.


11. Miscellaneous Provisions.




     (a) Governing Law. This Agreement shall be governed, construed, interpreted
and enforced in accordance with its express terms, and otherwise in accordance with the substantive
laws of the State of Colorado, without reference to the principles of conflicts of law of the State
of Colorado or any other jurisdiction, and where applicable, the laws of the United States.



     (b) Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.



     (c) Notices. Any notice, request, claim, demand, document and other
communication hereunder to any Party shall be effective upon receipt (or refusal of receipt) and
shall be in writing and delivered personally or sent by facsimile or certified or registered mail,
postage prepaid, as follows:



12









 






     (i) If to the Company:


1050 17th Street, Suite 800

Denver, CO 80265

Attention: President and Chief Executive Officer





     (ii) If to Executive, at the last address that the Company has in its
personnel records for Executive.



     or at any other address as any Party shall have specified by notice in writing to the other
Party.



     (d) Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original, but all of which together will constitute one and
the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.



     (e) Entire Agreement. The terms of this Agreement are intended by the
Parties to be the final expression of their agreement with respect to the employment of Executive
by the Company and supersede all prior understandings and agreements, whether written or oral. The
Parties further intend that this Agreement shall constitute the complete and exclusive statement of
their terms and that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding to vary the terms of this Agreement.



     (f) Amendments; Waivers. This Agreement may not be modified, amended, or
terminated except by an instrument in writing, signed by Executive and a duly authorized officer of
Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of
the Company may waive compliance by the other Party with any specifically identified provision of
this Agreement that such other Party was or is obligated to comply with or perform; provided,
however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other
or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or
power hereunder preclude any other or further exercise of any other right, remedy, or power
provided herein or by law or in equity.



     (g) No Inconsistent Actions. It is the intent of the Parties hereto to act
in a fair and reasonable manner with respect to the interpretation and application of the
provisions of this Agreement.



     (h) Construction. This Agreement shall be deemed drafted equally by both
the Parties. Its language shall be construed as a whole and according to its fair meaning. Any
presumption or principle that the language is to be construed against any Party shall not apply.
The headings in this Agreement are only for convenience and are not intended to affect construction
or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to
those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless
the context clearly indicates to the contrary, (a) the plural includes the singular and the
singular includes the plural; (b) “and” and “or” are each used both conjunctively and
disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and



13









 




every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,”
“hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to
any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any
variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the entities or persons referred to may require.




     (i) Arbitration. Any controversy, claim or dispute arising out of or
relating to this Agreement, shall be settled solely and exclusively by a binding arbitration
process administered by JAMS/Endispute in Denver, Colorado. Such arbitration shall be conducted in
accordance with the then-existing JAMS/Endispute Rules of Practice and Procedure, with the
following exceptions if in conflict: (a) the Company and Executive shall work together in good
faith to together select one arbitrator; provided that, if the Company and Executive are not able
to together select one arbitrator within ten (10) days after using such good faith efforts, one
arbitrator shall be chosen by JAMS/Endispute; (b) each party to the arbitration will pay its pro
rata share of the expenses and fees of the arbitrator, together with other expenses of the
arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence
of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the
proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and
expenses; provided that the prevailing party (or substantially prevailing party, as determined by
the arbitrator) shall be entitled to recover its reasonable attorneys’ fees and expenses from the
other party, and the expenses and fees of the arbitrator and expenses of the arbitration shall be
paid by the unsuccessful party (or substantially unsuccessful party, as determined by the
arbitrator). The Parties agree to abide by all decisions and awards rendered in such proceedings.
Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such
controversies, claims or disputes shall be settled in this manner in lieu of any action at law or
equity; provided, however, that nothing in this subsection shall be construed as precluding the
bringing an action for injunctive relief or specific performance as provided in this Agreement.
This dispute resolution process and any arbitration hereunder shall be confidential and neither any
Party nor the neutral arbitrator shall disclose the existence, contents or results of such process
without the prior written consent of all Parties. If JAMS/Endispute no longer exists or is
otherwise unavailable, the Parties agree that the American Arbitration Association (“AAA”)
shall administer the arbitration in accordance with its then-existing rules. In such event, all
references herein to JAMS/Endispute shall mean AAA. Notwithstanding the foregoing, Executive and
the Company each have the right to resolve any issue or dispute over intellectual property rights
by Court action instead of arbitration.



     (j) Enforcement. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effective during the term of this Agreement,
such provision shall be fully severable; this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and
the remaining provisions of this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be
added automatically as part of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and enforceable.



14









 





     (k) Withholding. The Company shall be entitled to withhold from any amounts
payable under this Agreement any federal, state, local or foreign withholding or other taxes or
charges which the Company is required to withhold. The Company shall be entitled to rely on an
opinion of counsel if any questions as to the amount or requirement of withholding shall arise.



     (l) Section 409A.




     (i) General. The intent of the Parties is that the payments and benefits
under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code
of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively,
“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement
shall be interpreted to be in compliance therewith. The Executive shall have no right to
designate the date of any payment hereunder. If Executive notifies the Company that
Executive has received advice of tax counsel with expertise in Section 409A that any
provision of this Agreement would cause Executive to incur any additional tax or interest
under Section 409A (with specificity as to the reason therefor) or the Company independently
makes such determination, the Company and Executive shall take commercially reasonable
efforts to reform such provision to try to comply with or be exempt from Section 409A
through good faith modifications to the minimum extent reasonably appropriate to conform
with Section 409A, provided that any such modifications shall not materially increase the
cost or liability to the Company. To the extent that any provision hereof is modified in
order to comply with or be exempt from Section 409A, such modification shall be made in good
faith and shall, to the maximum extent reasonably possible, maintain the original intent and
economic benefit to Executive and the Company of the applicable provision without violating
the provisions of Section 409A.




     (ii) Expense Reimbursements. To the extent that any reimbursements under
this Agreement are subject to Section 409A, any such reimbursements payable to Executive
shall be paid to Executive no later than December 31 of the year following the year in which
the expense was incurred; provided, that Executive submits Executive’s reimbursement request
promptly following the date the expense is incurred, the amount of expenses reimbursed in
one year shall not affect the amount eligible for reimbursement in any subsequent year,
other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right
to reimbursement under this Agreement will not be subject to liquidation or exchange for
another benefit.



12. Employee Acknowledgement.




     Executive acknowledges that Executive has read and understands this Agreement, is fully aware
of its legal effect, has not acted in reliance upon any representations or promises made by the
Company other than those contained in writing herein, and has entered into this Agreement freely
based on Executive’s own judgment.



[Signature Page Follows]




15









 





     IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above
written.



	 	 	 	 	 
	 	COMPANY

 	 
	 	By:  	/s/ Thomas M. Ray
 	 
	 	 	Name:  	Thomas M. Ray 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	EXECUTIVE

 	 
	 	          /s/ Deedee Beckman
 	 
	 	Deedee Beckman 	 



[Signature Page to Deedee Beckman Employment Agreement]







 









 








EXHIBIT A




Details of Initial Equity Award




     The Company agrees to offer Executive participation in an equity incentive program as an
additional component to her compensation package, subject to the conditions described herein and
such terms and conditions as may be set forth in the 2010 Plan and the Award Agreement (each as
defined below). Capitalized terms not defined herein shall have the meanings assigned to them in
the Employment Agreement to which this Exhibit A is attached (the “Employment Agreement”).



     In connection with an expected IPO, the Company expects to adopt a new equity incentive plan
(the “Plan”), pursuant to which the Board may from time to time make various incentive equity or
equity-based awards to the Company’s employees and other service providers. Subject to the
adoption and approval of the Plan, Executive will receive within 60 days after the adoption of the
Plan, and subject to Board approval and Executive’s continued employment with the Company through
the date of the IPO, one or more awards under the 2010 Plan having an aggregate value (as of the
date of grant of the Award) equal to $331,729, of which $111,000 shall be provided in the form of
stock options (the “Options”) and $220,729 shall be provided in the form of restricted stock (the
“Shares” and together with the Options, the “Award”). The Award shall be in addition to any
securities Executive shall be entitled to receive in connection with awards of Class B Interests
that were previously granted or communicated to her. The number of Shares to be granted will be
determined by dividing 220,729 by the IPO price of the stock. The Options will be granted with an
exercise price equal to the fair market value of the stock on the date of grant of the Options,
which the Company expects will be the IPO price of the stock. The number of Options to be granted
will be based on the exercise price of the Options, with each Option to purchase one share of stock
being valued at 40% of the exercise price of the Option, such that the number of Options to be
granted will be determined as follows: (x) 111,000 divided by the fair market value of the stock on
the date of grant of the Options (which the Company expects will be the IPO price of the stock);
multiplied by (y) 2.5.



     The terms and conditions applicable to the Award will be set forth in separate agreements
governing the Award (the “Award Agreements”), which Award Agreements shall be in the form attached
to the Employment Agreement as Exhibits C and D. The Award will be subject to vesting conditions
as follows: (i) the Options will vest in four equal annual installments following the date of
grant; (ii) $74,000 worth of the Shares will vest in four equal annual installments following the
date of grant; and (iii) with respect to the remaining $146,729
worth of the Shares, approximately 45% will be
fully vested on the date of grant and the remaining portion will vest in three equal annual
installments following the date of grant. Nothing in this exhibit or the Award Agreements is or
will be a guarantee of employment or future employment and nothing in this exhibit or the Award
Agreement does or will affect the ability of the Company to terminate Executive’s employment with
or without Cause for any reason at any time.



     The purpose of the Award is to provide Executive with an additional economic stake in the
financial performance of the Company and this exhibit is being provided on the assumption that the
IPO will occur and that the Plan will be adopted and approved. If, for any reason, the



 









 




IPO does not occur or the Plan is not adopted or approved, Executive will not receive the
Award described above.




     The consummation of the IPO and the adoption of the Plan shall be in the sole discretion of
CoreSite and its member and managers and nothing in this letter shall require CoreSite or any of
its members, managers or affiliates to take any action with respect to the IPO or the Plan or to
enter into any transaction.






 









 








EXHIBIT B




Form of Release



     This Agreement and Release (“Agreement”) is made by and between Deedee Beckman (“Employee”)
and ____________ (the “Company”) (collectively, referred to as the “Parties” or individually
referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the
meanings set forth in the Employment Agreement (as defined below).



   WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as
of _____________, 2010 (the “Employment Agreement”); and



   WHEREAS, in connection with the Employee’s termination of employment with the Company
effective ________, 20__, the Parties wish to resolve any and all disputes, claims, complaints,
grievances, charges, actions, petitions, and demands that the Employee may have against the Company
and any of the Releasees (as defined below) arising out of Employee’s employment with or separation
from the Company.



   NOW, THEREFORE, in consideration of the IPO Bonus payment described in Section 4(c) of the
Employment Agreement, as applicable, which, pursuant to the Employment Agreement, are conditioned
on the Employee’s execution and non-revocation of this Agreement, and in consideration of the
mutual promises made herein, the Company and Employee hereby agree as follows:



     1. Severance Payments; Salary and Benefits. The Company agrees to provide Employee
with the IPO Bonus described in Section 4(c) of the Employment Agreement, as applicable, payable at
the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In
addition, to the extent not already paid, and subject to the terms and conditions of the Employment
Agreement, the Company shall pay or provide to the Employee all other payments or benefits
described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms
thereof.



     2. Release of Claims. Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Employee by the Company, any of its
direct or indirect subsidiaries and affiliates (including the REIT and its affiliated entities),
and any of their current and former officers, managers, employees, agents, investors, attorneys,
shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees,
divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively,
the “Releasees”). Except as to the obligations of the Company arising under this Agreement,
Employee, on her own behalf and on behalf of any of Employee’s affiliated companies or entities and
any of their respective heirs, family members, executors, agents, and assigns, hereby and forever
releases the Releasees from, and agrees not to sue concerning, or in any manner to institute,
prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating
to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that
Employee may possess against any of the Releasees arising from any omissions, acts, facts, or
damages that have occurred up until and including the Effective Date (as defined in Section 7
below) of this Agreement, including, without limitation:



 









 





          (a) any and all claims relating to or arising from Employee’s employment or service
relationship with the Company or any of its direct or indirect subsidiaries or affiliates and the
termination of that relationship;




          (b) any and all claims for wrongful discharge of employment; termination in violation of
public policy; discrimination; harassment; retaliation; breach of contract, both express and
implied; breach of covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or
intentional misrepresentation; negligent or intentional interference with contract or prospective
economic advantage; unfair business practices; defamation; libel; slander; negligence; personal
injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability
benefits;




          (c) any and all claims for violation of any federal, state, or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the
Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the
Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act
of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of
1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the
Sarbanes-Oxley Act of 2002;




          (d) any and all claims for violation of the federal or any state constitution; and




          (e) any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination.




          (f) any claim for any loss, cost, damage, or expense arising out of any dispute over the
nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of
this Agreement; and




          (g) any and all claims for attorneys’ fees and costs.



Employee agrees that the release set forth in this section shall be and remain in effect in all
respects as a complete general release as to the matters released. This release does not release
(A) claims that cannot be released as a matter of law, including, but not limited to, Employee’s
right to file a charge with or participate in a charge by the Equal Employment Opportunity
Commission, or any other local, state, or federal administrative body or government agency that is
authorized to enforce or administer laws related to employment, against the Company (with the
understanding that Employee’s release of claims herein bars Employee from recovering such monetary
relief from the Company or any Releasee), (B) claims for unemployment compensation or any state
disability insurance benefits pursuant to the terms of applicable state law, (C) claims to
continued participation in certain of the Company’s group benefit plans pursuant to the terms and
conditions of COBRA, (D) claims to any benefit entitlements vested as the date of separation of
Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its
affiliates, (E) any and all rights of Employee to indemnification, reimbursement and subrogation
under applicable law, any contract or agreement, or any articles of formation or incorporation of
the Company or any of its affiliates or






 









 







successors, and (F) any rights of Employee under the Company’s or its affiliates’ or successors’
D&O policy(ies).




     3. Acknowledgment of Waiver of Claims under ADEA. Employee understands and
acknowledges that she is waiving and releasing any rights she may have under the Age Discrimination
in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary.
Employee understands and agrees that this waiver and release does not apply to any rights or claims
that may arise under the ADEA after the Effective Date of this Agreement. Employee understands and
acknowledges that the consideration given for this waiver and release is in addition to anything of
value to which Employee was already entitled. Employee further understands and acknowledges that
she has been advised by this writing that: (a) she should consult with an attorney prior to
executing this Agreement; (b) she has 21 days within which to consider this Agreement; (c) she has
7 days following her execution of this Agreement to revoke this Agreement; (d) this Agreement shall
not be effective until after the revocation period has expired; and (e) nothing in this Agreement
prevents or precludes Employee from challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or
costs for doing so, unless specifically authorized by federal law. In the event Employee signs
this Agreement and returns it to the Company in less than the 21 day period identified above,
Employee hereby acknowledges that she has freely and voluntarily chosen to waive the time period
allotted for considering this Agreement.



     4. Severability. In the event that any provision or any portion of any provision
hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent
jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in
full force and effect without said provision or portion of provision.



     5. No Oral Modification. This Agreement may only be amended in a writing signed by
Employee and a duly authorized officer of the Company.



     6. Governing Law; Dispute Resolution. This Agreement shall be subject to the
provisions of Sections 11(a) and 11(i) of the Employment Agreement.



     7. Effective Date. If the Employee has attained or is over the age of 40 as of the
date of Employee’s termination of employment, then Employee has seven days after Employee signs
this Agreement to revoke it and this Agreement will become effective on the eighth day after
Employee signed this Agreement, so long as it has been signed by the Parties and has not been
revoked by Employee before that date (the “Effective Date”).



     8. Voluntary Execution of Agreement. Employee understands and agrees that she
executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of
the Company or any third party, with the full intent of releasing all of her claims against the
Company and any of the other Releasees. Employee acknowledges that: (a) she has read this
Agreement; (b) she has not relied upon any representations or statements made by the Company that
are not specifically set forth in this Agreement; (c) she has been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of her own choice or has elected not
to retain legal counsel; (d) she understands the terms and consequences of this



 









 




Agreement and of the releases it contains; and (e) she is fully aware of the legal and binding
effect of this Agreement.




     IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth
below.



	 	 	 	 	 
	 	 	 
	Dated:  
	
 	 
	 	Deedee Beckman 	 
	 	 	 
	 
	 	[COMPANY]

 	 
	Dated:  
	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 






 









 








EXHIBIT C




Form of Option Agreement



(attached)




 









 








EXHIBIT D




Form of Restricted Stock Agreement



(attached)