exv10w17






Exhibit 10.17




CORESITE, L.P.

RESTRICTED UNIT AGREEMENT




     This Restricted Unit Agreement (the “Agreement”) is entered into effective as of
               , 2010 (the “Effective Date”), by and between CoreSite, L.P., a Delaware limited
partnership (the “Partnership”), and
                              
   (“Holder”).



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



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



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



     WHEREAS, the CoreSite Realty Corporation, a Maryland corporation (the “Corporation”),
is the sole general partner of the Partnership and will operate as a self-administered and
self-managed real estate investment trust within the meaning of Section 856 of the Internal Revenue
Code of 1986, as amended;



     WHEREAS, in accordance with the Partnership Agreement (as defined below), each Common Unit (as
defined in the Partnership Agreement) of the Partnership is redeemable by the holder thereof for
cash or, at the option of the Corporation, one share of common stock of the Corporation (as
adjusted in accordance with the Partnership Agreement);



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



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



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



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



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ARTICLE I.




GENERAL



     1.1 Restricted Units. Holder is the holder of such number of Restricted Units as is
set forth on Exhibit A. The Restricted Units shall be subject to the terms and conditions of this
Agreement and the Amended and Restated Agreement of Limited Partnership of the Partnership, as such
agreement may be amended and restated from time to time in accordance with the terms thereof (the
“Partnership Agreement”). The Holder agrees that he or she shall execute and become a
party to the Partnership Agreement and that he or she shall be bound by all of the terms and
conditions thereof.



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



     1.3 Ownership, Rights as a Shareholder and Custody. Holder is the owner of the Restricted
Units and has all the rights of a limited partner with respect thereto, including the right to vote
such Restricted Units and to receive all distributions paid with respect to such Restricted Units;
provided, that, except with respect to tax distributions, any such distributions, whether payable
in cash or Common Units (or other Partnership Units (as defined in the Partnership Agreement) or
other equity interests or property), (excluding tax distributions, the “Distributions”)
shall be subject to the restrictions set forth in Article II, including a risk of forfeiture to the
same extent as the Restricted Units with respect to which such Distributions have been distributed.
Accordingly, with respect to unvested Restricted Units, such Distributions shall be retained by
the Partnership and Holder shall only be entitled to receive such Distributions (without interest
thereon) when the Restricted Units (with respect to which such Distributions apply) vest pursuant
to Article II below.



ARTICLE II.




FORFEITURE, VESTING, NON-TRANSFERABILITY



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



     2.2 Vesting of Restricted Units.



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




          (b) The number of Restricted Units that are designated as unvested on Exhibit A shall vest in
three equal annual installments, commencing on the one-year anniversary of the Effective Date,
subject to the Holder’s continued employment with or service to the Partnership, the Corporation or
any of their subsidiaries on each applicable vesting date.







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



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



          (a) Changes in Capitalization. Subject to any required action by the Corporation as
general partner of the Partnership, the number of Restricted Units subject to this Agreement, shall
be equitably adjusted, as determined by the Committee, for any extraordinary transaction that
results in a change in the number of outstanding Partnership Units effected without receipt of
consideration by the Partnership; provided, however, that a conversion of any convertible
securities of the Partnership or the redemption of any Common Units or other securities by the
Partnership shall not be deemed to have been “effected without receipt of consideration.” Such
adjustment, if any, shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance by the Partnership
of any Partnership Units, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number of Restricted
Units subject to this Agreement.




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




ARTICLE III.




OTHER PROVISIONS



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



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




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




     3.2 Taxes.



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






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that Holder (and not the Partnership) shall be responsible for his or her own tax liability
that may arise as a result of this investment or the transactions contemplated by this Agreement.




          (b) Holder shall be solely responsible for any tax consequences associated with the Restricted
Units. In the event the Partnership or the Corporation determines that any tax withholding shall
become due in connection with the Restricted Units, the Holder shall make appropriate arrangements
for the payment to the Partnership (or its subsidiary, as applicable) of all amounts, if any, which
the Partnership (or its subsidiary, as applicable) is required to withhold under applicable law
with respect to the Restricted Units. The Partnership may refuse to issue any Restricted Units to
Holder until Holder satisfies the tax withholding obligations. To the maximum extent permitted by
law, the Partnership (or its subsidiary, as applicable) has the right to retain without notice from
Restricted Units transferable to Holder upon vesting or from compensation payable to Holder, shares
of Common Stock or cash having a value sufficient to satisfy the tax withholding obligation in the
event the tax withholding obligation is not satisfied by the Holder.




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



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



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



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



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



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



     3.9 Entire Agreement. This Agreement and the exhibits and the Partnership Agreement
constitute the entire agreement among the parties hereto pertaining to the subject matter of this
Agreement and supersede all prior agreements and understandings pertaining thereto, including the
LLC Agreement. No oral understandings, oral statements, oral promises or oral inducements between
the parties hereto relating to this Agreement exist. No representations, warranties, covenants or
conditions, express or implied, whether by statute or otherwise, other than as set forth in this
Agreement, have been made by the



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parties hereto. The parties hereto agree that, effective as of the Effective Date, the Holder
shall no longer have any rights or obligations under the LLC Agreement




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



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



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



***



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




	 	 	 	 	 
	CORESITE, L.P.:	 	HOLDER:
	 
	 	 	 	 
	By:

	 	CoreSite Realty Corporation,	 	 
	 
	 	 	 	 
	 

	 	its general partner,	 	 






	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	Print Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





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EXHIBIT A




NAME OF HOLDER: [                              ]




     The Interest:



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






     The Restricted Units:



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



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



     [                    ] Restricted Units shall be unvested as of the Effective Date and shall vest, if at
all, in accordance with Section 2.2(b) of the Agreement.



Holder Initials: