2000 Equity Incentive Plan, as amended



 Exhibit 10.2 
 EQUINIX, INC. 
 2000 EQUITY INCENTIVE PLAN

 (AS AMENDED THROUGH APRIL 12, 2012) 







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 ARTICLE I. INTRODUCTION
	  	 	1	  
		
	 ARTICLE II. ADMINISTRATION
	  	 	1	  
	 2.1 Committee Composition
	  	 	1	  
	 2.2 Committee Responsibilities
	  	 	1	  
	 2.3 Committee for Non-Officer Grants
	  	 	1	  
		
	 ARTICLE III. SHARES AVAILABLE FOR GRANTS
	  	 	2	  
	 3.1 Basic Limitation
	  	 	2	  
	 3.2 Annual Increase in Shares
	  	 	2	  
	 3.3 Additional Shares
	  	 	2	  
	 3.4 Dividend Equivalents
	  	 	2	  
		
	 ARTICLE IV. ELIGIBILITY
	  	 	2	  
	 4.1 Incentive Stock Options
	  	 	2	  
	 4.2 Other Grants
	  	 	3	  
		
	 ARTICLE V. OPTIONS
	  	 	3	  
	 5.1 Stock Option Agreement
	  	 	3	  
	 5.2 Number of Shares
	  	 	3	  
	 5.3 Exercise Price
	  	 	3	  
	 5.4 Exercisability and Term
	  	 	3	  
	 5.5 Modification or Assumption of Options
	  	 	4	  
	 5.6 Buyout Provisions
	  	 	4	  
		
	 ARTICLE VI. PAYMENT FOR OPTION SHARES
	  	 	4	  
	 6.1 General Rule
	  	 	4	  
	 6.2 Surrender of Stock
	  	 	4	  
	 6.3 Exercise/Sale
	  	 	5	  
	 6.4 Exercise/Pledge
	  	 	5	  
	 6.5 Promissory Note
	  	 	5	  
	 6.6 Other Forms of Payment
	  	 	5	  
		
	 ARTICLE VII. STOCK APPRECIATION RIGHTS
	  	 	5	  
	 7.1 SAR Agreement
	  	 	5	  
	 7.2 Number of Shares
	  	 	5	  
	 7.3 Exercise Price
	  	 	6	  
	 7.4 Exercisability and Term
	  	 	6	  
	 7.5 Exercise of SARs
	  	 	6	  
	 7.6 Modification or Assumption of SARs
	  	 	6	  


  
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	 ARTICLE VIII. RESTRICTED SHARES
	  	 	7	  
	 8.1 Restricted Stock Agreement
	  	 	7	  
	 8.2 Payment for Awards
	  	 	7	  
	 8.3 Vesting Conditions
	  	 	7	  
	 8.4 Voting and Dividend Rights
	  	 	7	  
		
	 ARTICLE IX. STOCK UNITS
	  	 	7	  
	 9.1 Stock Unit Agreement
	  	 	7	  
	 9.2 Payment for Awards
	  	 	7	  
	 9.3 Vesting Conditions
	  	 	7	  
	 9.4 Voting and Dividend Rights
	  	 	8	  
	 9.5 Form and Time of Settlement of Stock Units
	  	 	8	  
	 9.6 Death of Recipient
	  	 	8	  
	 9.7 Creditors’ Rights
	  	 	8	  
		
	 ARTICLE X. CHANGE IN CONTROL
	  	 	8	  
		
	 ARTICLE XI. PROTECTION AGAINST DILUTION
	  	 	9	  
	 11.1 Adjustments
	  	 	9	  
	 11.2 Dissolution or Liquidation
	  	 	9	  
	 11.3 Reorganizations
	  	 	9	  
		
	 ARTICLE XII. DEFERRAL OF AWARDS
	  	 	10	  
		
	 ARTICLE XIII. AWARDS UNDER OTHER PLANS
	  	 	10	  
		
	 ARTICLE XIV. PAYMENT OF FEES IN SECURITIES
	  	 	11	  
	 14.1 Effective Date
	  	 	11	  
	 14.2 Elections to Receive NSOs, Restricted Shares or Stock Units
	  	 	11	  
	 14.3 Number and Terms of NSOs, Restricted Shares or Stock Units
	  	 	11	  
		
	 ARTICLE XV. LIMITATION ON RIGHTS
	  	 	11	  
	 15.1 Retention Rights
	  	 	11	  
	 15.2 Stockholders’ Rights
	  	 	11	  
	 15.3 Regulatory Requirements
	  	 	11	  
		
	 ARTICLE XVI. WITHHOLDING TAXES
	  	 	12	  
	 16.1 General
	  	 	12	  
	 16.2 Share Withholding
	  	 	12	  
		
	 ARTICLE XVII. FUTURE OF THE PLAN
	  	 	12	  
	 17.1 Term of the Plan
	  	 	12	  
	 17.2 Amendment or Termination
	  	 	12	  
		
	 ARTICLE XVIII. LIMITATION ON PAYMENTS
	  	 	13	  
	 18.1 Scope of Limitation
	  	 	13	  
	 18.2 Application to Award
	  	 	13	  
	 18.3 Basic Rule
	  	 	13	  


  
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	 18.4 Reduction of Payments
	  	 	13	  
	 18.5 Overpayments and Underpayments
	  	 	14	  
	 18.6 Related Corporations
	  	 	14	  
		
	 ARTICLE XIX. DEFINITIONS
	  	 	14	  


  
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 EQUINIX, INC. 

2000 EQUITY INCENTIVE PLAN 
 ARTICLE I.         INTRODUCTION. 
 The Plan was adopted by the Board to be effective at the IPO. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging
Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications, and (c) linking
Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, Stock Units, Options (which may
constitute incentive stock options or nonstatutory stock options) or stock appreciation rights. 
 The Plan
shall be governed by, and construed in accordance with, the laws of the State of Delaware (except their choice-of-law provisions). 
 ARTICLE II.         ADMINISTRATION. 
 2.1         Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist exclusively of two or more directors of the
Company, who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy: 

(a)         Such requirements as the Securities and Exchange Commission may
establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and 
 (b)         Such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under
section 162(m)(4)(C) of the Code. 
 2.2         Committee
Responsibilities. The Committee shall (a) select the Employees, Outside Directors and Consultants who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such
Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee’s determinations
under the Plan shall be final and binding on all persons. 

2.3         Committee for Non-Officer Grants. The Board may also appoint
a secondary committee of the Board, which shall be composed of one or more directors of the Company who need not satisfy the requirements of Section 2.1. Such secondary committee may administer the Plan with respect to








 
Employees and Consultants who are not considered officers or directors of the Company under section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and Consultants
and may determine all features and conditions of such Awards. Within the limitations of this Section 2.3, any reference in the Plan to the Committee shall include such secondary committee. 

ARTICLE III.         SHARES AVAILABLE FOR GRANTS. 

3.1         Basic Limitation. Shares of Common Stock issued pursuant to
the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed (a) 5,000,000, (b) plus the shares remaining available for
issuance under the Predecessor Plan, plus (c) the additional shares of Common Stock described in Sections 3.2 and 3.3. The limitations of this Section 3.1 and Section 3.2 shall be subject to adjustment pursuant to
Article 11. 
 3.2         Annual Increase in Shares. As of
the first day of each calendar year, commencing on January 1, 2001 and ending on January 1, 2010, the aggregate number of Options, SARs, Stock Units and Restricted Shares that may be awarded under the Plan shall automatically increase by a
number equal to the lesser of 6% of the total number of shares of Common Stock then outstanding, or 6,000,000 shares. 
 3.3         Additional Shares. If Restricted Shares or shares of Common Stock issued upon the exercise of Options are forfeited (including any options
incorporated from the Predecessor Plan), then such shares of Common Stock shall again become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any other reason before being exercised, then the
corresponding shares of Common Stock shall again become available for Awards under the Plan. If Stock Units are settled, then only the number of shares of Common Stock (if any) actually issued in settlement of such Stock Units shall reduce the
number available under Section 3.1 and the balance shall again become available for Awards under the Plan. If SARs are exercised, then only the number of shares of Common Stock (if any) actually issued in settlement of such SARs shall reduce
the number available under Section 3.1 and the balance shall again become available for Awards under the Plan. The foregoing notwithstanding, the aggregate number of shares of Common Stock that may be issued under the Plan upon the exercise of
ISOs shall not be increased when Restricted Shares or other shares of Common Stock are forfeited. 
 3.4
        Dividend Equivalents. Any dividend equivalents paid or credited under the Plan shall not be applied against the number of Restricted Shares, Stock Units, Options or SARs available for Awards,
whether or not such dividend equivalents are converted into Stock Units. 
 ARTICLE IV.
        ELIGIBILITY. 

4.1         Incentive Stock Options. Only Employees who are common-law
employees of the Company, a Parent or a Subsidiary 

  
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shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its
Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(6) of the Code are satisfied. 
 4.2         Other Grants. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Restricted Shares, Stock Units, NSOs or SARs.

 ARTICLE V.         OPTIONS. 

5.1         Stock Option Agreement. Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock
Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the
Optionee’s other compensation. A Stock Option Agreement may provide that a new Option will be granted automatically to the Optionee when he or she exercises a prior Option and pays the Exercise Price in the form described in Section 6.2.

 5.2         Number of Shares. Each Stock Option Agreement
shall specify the number of shares of Common Stock subject to the Option and shall provide for the adjustment of such number in accordance with Article 10. Options granted to any Optionee in a single fiscal year of the Company shall not cover more
than 1,000,000 shares of Common Stock, except that Options granted to a new Employee in the fiscal year of the Company in which his or her service as an Employee first commences shall not cover more than 1,500,000 shares of Common Stock. The
limitations set forth in the preceding sentence shall be subject to adjustment in accordance with Article 11. 
 5.3         Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price under an ISO shall in no event be
less than 100% of the Fair Market Value of a share of Common Stock on the date of grant and the Exercise Price under an NSO shall in no event be less than 85% of the Fair Market Value of a share of Common Stock on the date of grant. In the case of
an NSO, a Stock Option Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the NSO is outstanding. 
 5.4         Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in
the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. Options may be awarded in combination with
SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. 

  
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 5.5         Modification or
Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for
the grant of new options for the same or a different number of shares and at the same or a different exercise price, except that the Company shall not effect a direct or indirect repricing of outstanding Options under the Plan (including through an
offer to exchange options or any buy out or cash out of options) without stockholder approval; provided the foregoing prohibition on repricing of stock options without stockholder approval shall also apply to any stock options outstanding
under other equity plans of the Company from time to time. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option. 

5.6         Buyout Provisions. The Committee may at any time
(a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and
conditions as the Committee shall establish; provided, that, in each case of (a) and (b), the Fair Market Value of a Common Share, at the time of such buy out or cash out, is equal to or more than the Exercise Price of the Option, except
as otherwise approved by the Company’s stockholders; provided further that the foregoing prohibition on cashing out “underwater” stock options without stockholder approval shall also apply to any stock options
outstanding under other equity plans of the Company from time to time. 
 ARTICLE VI.
        PAYMENT FOR OPTION SHARES. 
 6.1
        General Rule. The entire Exercise Price of shares of Common Stock issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such shares of Common Stock are
purchased, except as follows: 
 (a)         In the case of an ISO
granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Article 6. 

(b)         In the case of an NSO, the Committee may at any time accept payment
in any form(s) described in this Article 6. 
 6.2         Surrender
of Stock. To the extent that this Section 6.2 is applicable, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such shares of
Common Stock shall be valued at their Fair Market Value on the date when the new shares of Common Stock are purchased under the Plan. The Optionee 

  
 4 








 
shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting purposes. 
 6.3
        Exercise/Sale. To the extent that this Section 6.3 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the
Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the shares of Common Stock being purchased under the Plan and to deliver all or part of the sales proceeds to the Company. 

6.4         Exercise/Pledge. To the extent that this Section 6.4 is
applicable, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by the Company) an irrevocable direction to pledge all or part of the shares of Common Stock being purchased under the Plan
to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company. 
 6.5         Promissory Note. To the extent that this Section 6.5 is applicable, all or any part of the Exercise Price and any withholding taxes may be
paid by delivering (on a form prescribed by the Company) a full-recourse promissory note. However, the par value of the shares of Common Stock being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents. 

6.6         Other Forms of Payment. To the extent that this
Section 6.6 is applicable, all or any part of the Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules. 

ARTICLE VII.         STOCK APPRECIATION RIGHTS. 

7.1         SAR Agreement. Each grant of an SAR under the Plan shall be
evidenced by an SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee’s other compensation. 
 7.2         Number of Shares. Each SAR Agreement shall specify the number of shares of Common Stock to which the SAR pertains and shall provide for the
adjustment of such number in accordance with Article 11. SARs granted to any Optionee in a single calendar year shall in no event pertain to more than 1,000,000 shares of Common Stock, except that SARs granted to a new Employee in the fiscal year of
the Company in which his or her service as an Employee first commences shall not pertain to more than 1,500,000 shares of Common Stock. The limitations set forth in the preceding sentence shall be subject to adjustment in accordance with
Article 11. 

  
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 7.3         Exercise Price.
Each SAR Agreement shall specify the Exercise Price. An SAR Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding. 

7.4         Exercisability and Term. Each SAR Agreement shall specify the
date when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. An SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or
retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will
not be exercisable unless the related Options are forfeited. An SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. An SAR granted under the Plan may provide that it will be
exercisable only in the event of a Change in Control. 
 7.5
        Exercise of SARs. Upon exercise of an SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) shares of Common
Stock, (b) cash or (c) a combination of shares of Common Stock and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of shares of Common Stock received upon exercise of SARs shall, in the aggregate, be
equal to the amount by which the Fair Market Value (on the date of surrender) of the shares of Common Stock subject to the SARs exceeds the Exercise Price. If, on the date when an SAR expires, the Exercise Price under such SAR is less than the Fair
Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. 

7.6         Modification or Assumption of SARs. Within the limitations of
the Plan, the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of
shares and at the same or a different exercise price, except that the Company shall not effect a direct or indirect repricing of outstanding SARs (including through an offer to exchange SARs or any buy out or cash out of SARs) without stockholder
approval. The foregoing notwithstanding, no modification of an SAR shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such SAR. 

  
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 ARTICLE VIII.         RESTRICTED SHARES.

 8.1         Restricted Stock Agreement. Each grant of
Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical. 
 8.2         Payment for Awards. Subject to the following sentence, Restricted Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes, past services and future services. To the extent that an Award consists of newly issued Restricted Shares, the consideration shall
consist exclusively of cash, cash equivalents or past services rendered to the Company (or a Parent or Subsidiary) or, for the amount in excess of the par value of such newly issued Restricted Shares, full-recourse promissory notes, as the Committee
may determine. 
 8.3         Vesting Conditions. Each Award of
Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated
vesting in the event of the Participant’s death, disability or retirement or other events. 
 8.4
        Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted
Stock Agreement, however, may require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid. 
 ARTICLE IX.         STOCK UNITS.

 9.1         Stock Unit Agreement. Each grant of Stock
Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the
Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other compensation. 

9.2         Payment for Awards. To the extent that an Award is granted in
the form of Stock Units, no cash consideration shall be required of the Award recipients. 
 9.3
        Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock
Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. 

  
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 9.4         Voting and Dividend
Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles
the holder to be credited with an amount equal to all cash dividends paid on one share of Common Stock while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be
made in the form of cash, in the form of shares of Common Stock, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions as the Stock Units to which
they attach. 
 9.5         Form and Time of Settlement of Stock
Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may
be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of shares
of Common Stock over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed,
or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment
pursuant to Article 11. 
 9.6         Death of Recipient. Any
Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for
this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no
designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s estate. 

9.7         Creditors’ Rights. A holder of Stock Units shall have no
rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement. 

ARTICLE X.         CHANGE IN CONTROL. 

In the event of any Change in Control, each outstanding Award shall automatically accelerate so that each such Award
shall, immediately prior to the effective date of the Change in Control, become fully exercisable for all of the shares of Common Stock at the time subject to such Award and may be exercised for any or all of those shares as fully-vested


  
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shares of Common Stock. However, an outstanding Award shall not so accelerate if and to the extent such Award is, in connection with the Change in Control, either to be assumed by the
successor corporation (or parent thereof) or to be replaced with a comparable Award for shares of the capital stock of the successor corporation (or parent thereof). The determination of Award comparability shall be made by the Plan Administrator,
and its determination shall be final, binding and conclusive. 
 The vesting acceleration provisions of
Section 10.2 as in effect prior to February 14, 2008 shall remain applicable to Awards granted prior to such date. 

ARTICLE XI.         PROTECTION AGAINST DILUTION. 

11.1         Adjustments. In the event of a subdivision of the
outstanding shares of Common Stock, a declaration of a dividend payable in Common Stock or a combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a lesser number of shares of Common Stock,
corresponding adjustments shall automatically be made in each of the following: 
 (a)
        The number of Options, SARs, Restricted Shares and Stock Units available for future Awards under Article 3; 

(b)         The limitations set forth in Sections 5.2 and 7.2; 

(c)         The number of shares of Common Stock covered by each outstanding
Option and SAR; 
 (d)         The Exercise Price under each
outstanding Option and SAR; and 
 (e)         The number of Stock
Units included in any prior Award which has not yet been settled. 
 In the event of a declaration of an extraordinary dividend
payable in a form other than Common Stock in an amount that has a material effect on the price of shares of Common Stock, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole
discretion, deems appropriate in one or more of the foregoing. Except as provided in this Article 11, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any
class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. 

11.2         Dissolution or Liquidation. To the extent not previously
exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 
 11.3         Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization. Such agreement shall provide for (a) the 

  
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continuation of the outstanding Awards by the Company, if the Company is a surviving corporation, (b) the assumption of the outstanding Awards by the surviving corporation or its parent or
subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards, (d) full exercisability or vesting and accelerated expiration of the outstanding Awards or
(e) settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards. 
 ARTICLE XII.         DEFERRAL OF AWARDS. 
 The Committee (in its sole discretion) may permit or require a Participant to: 
 (a)         Have cash that otherwise would be paid to such Participant as a result of the exercise of an SAR or the settlement of Stock Units credited to a deferred
compensation account established for such Participant by the Committee as an entry on the Company’s books; 
 (b)         Have shares of Common Stock that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an
equal number of Stock Units; or 
 (c)         Have shares of Common
Stock that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of Stock Units converted into amounts credited to a deferred compensation account established for such Participant by the
Committee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of such shares of Common Stock as of the date when they otherwise would have been delivered to such Participant. 

A deferred compensation account established under this Article 12 may be credited with interest or other forms of investment return,
as determined by the Committee. A Participant for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and
shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules,
procedures and forms pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts established under this Article 12. 
 ARTICLE XIII.         AWARDS UNDER OTHER PLANS. 
 The Company may grant awards under other plans or programs. Such awards may be settled in the form of shares of Common Stock issued under this Plan. Such shares of Common Stock shall be treated for all
purposes under the Plan like shares of Common Stock issued in settlement of Stock Units and shall, when issued, reduce the number of shares of Common Stock available under Article 3. 

  
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 ARTICLE XIV.         PAYMENT OF FEES IN
SECURITIES. 
 14.1         Effective Date. No provision of
this Article 14 shall be effective unless and until the Board has determined to implement such provision. 

14.2         Elections to Receive NSOs, Restricted Shares or Stock Units.
An Outside Director may elect to receive his or her annual retainer payments or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs, Restricted
Shares and Stock Units shall be issued under the Plan. An election under this Article 14 shall be filed with the Company on the prescribed form. 
 14.3         Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs, Restricted Shares or Stock Units to be granted to Outside
Directors in lieu of annual retainers or meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the Board. The Board shall also determine the terms of such NSOs, Restricted Shares or Stock Units. 

ARTICLE XV.         LIMITATION ON RIGHTS. 

15.1         Retention Rights. Neither the Plan nor any Award granted
under the Plan shall be deemed to give any individual a right to remain an Employee, Outside Director or Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Employee, Outside
Director or Consultant at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any). 

15.2         Stockholders’ Rights. A Participant shall have no
dividend rights, voting rights or other rights as a stockholder with respect to any shares of Common Stock covered by his or her Award prior to the time when a stock certificate for such shares of Common Stock is issued or, if applicable, the time
when he or she becomes entitled to receive such shares of Common Stock by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is
prior to such time, except as expressly provided in the Plan. 
 15.3
        Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue shares of Common Stock under the Plan shall be subject to all applicable laws,
rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of shares of Common Stock pursuant to any Award prior to the satisfaction of all legal
requirements relating to the issuance of such shares of Common Stock, to their registration, qualification or listing or to an exemption from registration, qualification or listing. 

  
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 ARTICLE XVI.         WITHHOLDING TAXES.

 16.1         General. To the extent required by
applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company
shall not be required to issue any shares of Common Stock or make any cash payment under the Plan until such obligations are satisfied. 
 16.2         Share Withholding. The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having
the Company withhold all or a portion of any shares of Common Stock that otherwise would be issued to him or her or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired. Such shares of Common Stock shall
be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. 
 ARTICLE XVII.
        FUTURE OF THE PLAN. 
 17.1
        Term of the Plan. The Plan, as set forth herein, shall become effective the date of effectiveness of the IPO. The Plan shall remain in effect until it is terminated under Section 17.2,
except that no ISOs shall be granted on or after the
10th anniversary of the later of (a) the date when the Board
adopted the Plan or (b) the date when the Board adopted the most recent increase in the number of shares of Common Stock available under Article 3 which was approved by the Company’s stockholders. The Plan shall serve as the successor
to the Predecessor Plan, and no further option grants shall be made under the Predecessor Plan after the Plan effective date. All options outstanding under the Predecessor Plan as of such date shall, immediately upon effectiveness of the Plan,
remain outstanding in accordance with their terms. Each outstanding option under the Predecessor Plan shall continue to be governed solely by the terms of the documents evidencing such option, and no provision of the Plan shall be deemed to affect
or otherwise modify the rights or obligations of the holders of such incorporated options with respect to their acquisition of shares of Common Stock, except that the vesting acceleration provisions of Article 10 relating to Change in Control as in
effect prior to February 14, 2008 shall remain applicable to the options incorporated from the Predecessor Plan. 
 17.2         Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof,
shall not affect any Award previously granted under the Plan. 

  
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 ARTICLE XVIII.         LIMITATION ON PAYMENTS.

 18.1         Scope of Limitation. This Article 18 shall
apply to an Award only if: 
 (a)         The independent auditors most
recently selected by the Board (the “Auditors”) determine that the after-tax value of such Award to the Participant, taking into account the effect of all federal, state and local income taxes, employment taxes and excise taxes applicable
to the Participant (including the excise tax under section 4999 of the Code), will be greater after the application of this Article 18 than it was before the application of this Article 18; or 

(b)         The Committee, at the time of making an Award under the Plan or at
any time thereafter, specifies in writing that such Award shall be subject to this Article 18 (regardless of the after-tax value of such Award to the Participant). 

18.2         Application to Award. If this Article 18 applies to an
Award, it shall supersede any contrary provision of the Plan or of any Award granted under the Plan. 
 18.3
        Basic Rule. In the event that the Auditors determine that any payment or transfer by the Company under the Plan to or for the benefit of a Participant (a “Payment”) would be
nondeductible by the Company for federal income tax purposes because of the provisions concerning “excess parachute payments” in section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below
zero) to the Reduced Amount. For purposes of this Article 18, the “Reduced Amount” shall be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be
nondeductible by the Company because of section 280G of the Code. 
 18.4
        Reduction of Payments. If the Auditors determine that any Payment would be nondeductible by the Company because of section 280G of the Code, then the Company shall promptly give the
Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long
as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her election within 10 days of receipt of notice. If no such election is made by the Participant
within such 10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Article 18, present value shall be determined in accordance with section 280G(d)(4) of the Code. All determinations made by the Auditors under this Article 18 shall be
binding upon the Company and the Participant and shall be made within 60 days of the date when a Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay
or transfer to or for the 

  
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benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant in the future such amounts as
become due to him or her under the Plan. 
 18.5
        Overpayments and Underpayments. As a result of uncertainty in the application of section 280G of the Code at the time of an initial determination by the Auditors hereunder, it is possible
that Payments will have been made by the Company which should not have been made (an “Overpayment”) or that additional Payments which will not have been made by the Company could have been made (an “Underpayment”), consistent in
each case with the calculation of the Reduced Amount hereunder. In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant which the Auditors believe has a high
probability of success, determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participant which he or she shall repay to the Company, together with interest at the applicable federal rate
provided in section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would not reduce the amount which is subject to taxation under
section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code. 
 18.6
        Related Corporations. For purposes of this Article 18, the term “Company” shall include affiliated corporations to the extent determined by the Auditors in accordance with section
280G(d)(5) of the Code. 
 ARTICLE XIX.         DEFINITIONS. 

19.1     “Affiliate” means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity. 
 19.2    
“Award” means any award of an Option, an SAR, a Restricted Share or a Stock Unit under the Plan. 
 19.3     “Board” means the Company’s Board of Directors, as constituted from time to time. 

19.4     “Change in Control” shall mean: 

(a)         The consummation of a merger or consolidation of the Company with or
into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity; 

(b)         The sale, transfer or other disposition of all or substantially all
of the Company’s assets; 

  
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 (c)         A change in the
composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either (i) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change in Control
(the “original directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election
or nomination and the directors whose election or nomination was previously so approved; or 
 (d)
        Any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Paragraph (d), the term “person” shall have the same meaning as when used in
sections 13(d) and 14(d) of the Exchange Act but shall exclude(i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company. 
 A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the
same proportions by the persons who held the Company’s securities immediately before such transaction. 

19.5     “Code” means the Internal Revenue Code of 1986, as amended. 

19.6     “Committee” means a committee of the Board, as described in
Article 2. 
 19.7     “Common Stock” means the common stock of the
Company. 
 19.8     “Company” means Equinix, Inc., a Delaware
corporation. 
 19.9     “Consultant” means a consultant or adviser who
provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor. Service as a Consultant shall be considered employment for all purposes of the Plan, except as provided in Section 4.1. 

19.10     “Employee” means a common-law employee of the Company, a Parent, a
Subsidiary or an Affiliate. 
 19.11     “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
 19.12     “Exercise
Price,” in the case of an Option, means the amount for which one share of Common Stock may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR,
means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one share of Common Stock in determining the amount payable upon exercise of such SAR. 

  
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 19.13     “Fair Market Value” means
the market price of one share of Common Stock, determined by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in
The Wall Street Journal. Such determination shall be conclusive and binding on all persons. 
 19.14
    “ISO” means an incentive stock option described in section 422(b) of the Code. 
 19.15     “NSO” means a stock option not described in sections 422 or 423 of the Code. 

19.16     “Option” means an ISO or NSO granted under the Plan and entitling the
holder to purchase shares of Common Stock. 
 19.17     “Optionee” means
an individual or estate who holds an Option or SAR. 
 19.18     “Outside
Director” shall mean a member of the Board who is not an Employee. Service as an Outside Director shall be considered employment for all purposes of the Plan, except as provided in Section 4.1. 

19.19     “Parent” means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 19.20     “Participant” means an individual or estate who holds an Award. 
 19.21     “Plan” means this Equinix, Inc. 2000 Equity Incentive Plan, as amended from time to time. 

19.22     “Predecessor Plan” means the Company’s existing 1998 Stock Option
Plan. 
 19.23     “Restricted Share” means a share of Common Stock
awarded under the Plan. 
 19.24     “Restricted Stock Agreement” means
the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Share. 

19.25     “SAR” means a stock appreciation right granted under the Plan.

 19.26     “SAR Agreement” means the agreement between the Company and
an Optionee which contains the terms, conditions and restrictions pertaining to his or her SAR. 

  
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 19.27     “Stock Option Agreement”
means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option. 
 19.28     “Stock Unit” means a bookkeeping entry representing the equivalent of one share of Common Stock, as awarded under the Plan. 

19.29     “Stock Unit Agreement” means the agreement between the Company and the
recipient of a Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock Unit. 

19.30     “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. 

  
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 Plan History 
 12/4/07 Amendment to Section 3.2 
 1/31/08 Amendment to Section 11.1

 2/14/08 Amendment to remove Section 10.2 
 4/12/12 Amendments to Sections 5.5, 5.6 and 7.6 

  
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