Employee Agreement, dated December 18, 2008



 Exhibit 10.3 
  
  
 AMENDED AND RESTATED 
 EMPLOYMENT AGREEMENT 
 between 

 SWITCH AND DATA MANAGEMENT COMPANY LLC 
 and 
 ERNEST SAMPERA 
  
  







 TABLE OF CONTENTS 
  


							
	 	  	Page
	 ARTICLE 1 DEFINITIONS; CONSTRUCTION
	  	1
		  	1.3.	  	DEFINITIONS	  	1
		  	1.4.	  	CONSTRUCTION	  	1
		
	 ARTICLE 2 EMPLOYMENT AND DUTIES
	  	1
				
		  	2.3.	  	EMPLOYMENT	  	1
		  	2.4.	  	POSITION	  	1
		  	2.5.	  	DUTIES AND SERVICES	  	1
		  	2.6.	  	DUTY OF LOYALTY	  	2
		
	 ARTICLE 3 STATED TERM AND TERMINATION OF EMPLOYMENT
	  	2
				
		  	3.1.	  	STATED TERM	  	2
		  	3.2.	  	THE COMPANY’S RIGHT TO TERMINATE	  	2
		  	3.3.	  	THE EMPLOYEE’S RIGHT TO TERMINATE	  	3
		  	3.4.	  	EFFECT OF TERMINATION.	  	3
		
	 ARTICLE 4 COMPENSATION AND BONUSES
	  	5
				
		  	4.1.	  	BASE SALARY	  	5
		  	4.2.	  	BONUSES	  	5
		  	4.3.	  	BENEFITS	  	5
		
	 ARTICLE 5 PROTECTION OF INFORMATION
	  	6
				
		  	5.1.	  	DISCLOSURE TO AND PROPERTY OF THE COMPANY	  	6
		  	5.2.	  	DISCLOSURE TO THE EMPLOYEE	  	6
		  	5.3.	  	NO UNAUTHORIZED USE OR DISCLOSURE	  	6
		  	5.4.	  	OWNERSHIP BY THE COMPANY	  	7
		  	5.5.	  	ASSISTANCE BY THE EMPLOYEE	  	7
		  	5.6.	  	REMEDIES	  	8
		
	 ARTICLE 6 STATEMENTS CONCERNING THE COMPANY
	  	8
				
		  	6.1.	  	NON-DISPARAGEMENT	  	8
		
	 ARTICLE 7 NONCOMPETITION
	  	8
				
		  	7.1.	  	IN GENERAL	  	8
		
	 ARTICLE 8 MISCELLANEOUS
	  	9
				
		  	8.1.	  	NOTICES	  	9
		  	8.2.	  	APPLICABLE LAW	  	10
		  	8.3.	  	NO WAIVER	  	10
		  	8.4.	  	SEVERABILITY	  	10
		  	8.5.	  	COUNTERPARTS	  	10
		  	8.6.	  	WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS	  	10
		  	8.7.	  	HEADINGS	  	10

  

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		  	8.8.	  	GENDER AND PLURALS	  	10
		  	8.9.	  	ASSIGNMENT	  	10
		  	8.10.	  	AMENDMENT; ENTIRE AGREEMENT	  	11
		  	8.11.	  	ARBITRATION	  	11

  

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 EMPLOYMENT AGREEMENT 
 This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Switch and Data Management Company LLC, a Delaware limited liability company (the “Company”), and
Ernest Sampera (the “Employee”) effective as of December 18, 2008 (the “Effective Date”). 
 BACKGROUND

 The Company desires to employ the Employee, and the Employee desires to be employed by the Company; in each case, on the terms and
conditions of this Agreement. Accordingly, in consideration of the employment by the Company, and of the compensation and other remuneration to be paid by the Company to the Employee for such employment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the Employee, the Company and the Employee agree as follows: 
 TERMS 
 ARTICLE 1 
 DEFINITIONS; CONSTRUCTION 
 1.1. Definitions. In addition to terms defined in the body of this Agreement,
capitalized terms used in this Agreement shall have the meanings given to them in Exhibit A. 
 1.2. Construction. Unless the context
requires otherwise: (a) references to Articles and Sections refer to articles and sections of this Agreement; (b) references to Exhibits and Schedules are to exhibits and schedules attached to this Agreement, each of which is made a part
of this Agreement for all purposes; and (c) references to money refer to legal currency of the United States of America. 
 ARTICLE 2

 EMPLOYMENT AND DUTIES 
 2.1. Employment. Subject to the terms of this Agreement, the Company agrees to employ the Employee, and the Employee agrees to be employed by the Company, beginning as of the Effective Date and continuing until the last day of the
Stated Term set forth in Section 3.01 unless earlier terminated or extended in accordance with this Agreement (such period of employment being referred to herein as the “Term”). 
 2.2. Position. During the Term, the Employee shall serve as the Senior Vice President and Chief Marketing Officer, of the Company. The Employee
acknowledges that the Company is a management company affiliated with Switch & Data Facilities Company, Inc. (the “Parent”) and that the Employee’s duties under this Agreement will involve services on behalf of the Company,
Parent and the Parent’s subsidiaries (collectively, the “Switch & Data Group”). 
 2.3. Duties and Services.
The Employee shall perform diligently and to the best of his abilities the duties and services appertaining to the office referred to in Section 2.2, as well as such additional duties and services appropriate to such office that the Board of
Directors of the 








 
Parent (the “Board”) or the Chief Executive Officer of the Parent (the “CEO”) may determine from time to time. The Employee’s
employment shall also be subject to the policies maintained and established by the Board and the CEO, as the same may be amended from time to time. In furtherance of the foregoing, the Employee shall devote his full business time, energy and efforts
to the business and affairs of the Company and its affiliates and shall not engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Switch & Data Group, except with the consent of the
Board, which consent may be withheld by the Board in its sole discretion. The foregoing notwithstanding, the parties recognize and agree that the Employee may engage in passive personal investments and other business activities that do not conflict
with the business and affairs of the Switch & Data Group or interfere with the Employee’s performance of his duties hereunder. 
 2.4. Duty of Loyalty. The Employee acknowledges and agrees that the Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Switch & Data Group and to do no act
that would injure the business, interests or reputation of the Company or any of its subsidiaries or affiliates. In keeping with these duties, the Employee shall make full disclosure to the Board of all business opportunities pertaining to the
Switch & Data Group’s business and shall not appropriate for the Employee’s own benefit any such business opportunities. 
 ARTICLE 3 
 STATED TERM AND TERMINATION OF EMPLOYMENT 
 3.1. Stated Term. The stated term (the “Stated Term”) of this Agreement shall commence on the Effective Date and end on December 31,
2009. If neither party gives written notice of termination at 30 days prior to the end of the Stated Term or any extension of the Stated Term, this Agreement shall be automatically extended for a period of one year (an “Extended Year
Term”) on the same terms and conditions as then in effect. 
 3.2. The Company’s Right to Terminate. Notwithstanding the
provisions of Section 3.1, the Employee’s employment shall terminate prior to the expiration of the Stated Term as follows: 
 (a) the Employee’s employment shall automatically terminate upon the Employee’s death; and 
 (b) the Company shall have the right to terminate the Employee’s employment at any time for any of the following reasons: 
  

	 	(i)	the Employee’s becoming incapacitated by accident, sickness or other circumstance that renders him Totally Disabled; 

  

	 	(ii)	for Cause; or 

  

	 	(iii)	for any reason not described in Section 3.2(a) or 3.2(b)(i) or (ii) (“Without Cause Termination”). 

  

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 3.3. The Employee’s Right to Terminate. The Employee may terminate his employment hereunder
for Good Reason at any time during the Term, in which event the Employee shall resign from all of his positions with the Company. For purposes of this Agreement, “Good Reason” shall mean any of the following should they occur without the
Employee’s prior consent: 
 (a) The assignment to the Employee by the Company of duties significantly inconsistent with
the Employee’s position designated in Section 2.2, or any significant reduction or significant change in either position, stature, or job function, except in connection with the termination of employment for Cause or in connection with the
termination of employment by reason of the Employee becoming Totally Disabled; provided, that “Good Reason” shall not occur pursuant to this Section 3.3(a) unless and until the Employee first provides written notice to the Company of
such assignment, significant reduction or significant change within 90 days following the effective date of such assignment, significant reduction or significant change, and such assignment, significant reduction or significant change remains
uncorrected for more than 30 days following written notice to the Company by the Employee of same; 
 (b) A reduction by the
Company in the Base Salary or benefits received by the Employee in violation of this Agreement; provided, that “Good Reason” shall not occur pursuant to this Section 3.3(b) unless and until the Employee first provides written notice
to the Company of such reduction of Base Salary or benefits within 90 days following the effective date of such reduction, and such reduction remains uncorrected for more than 30 days following written notice to the Company by the Employee of same;
or 
 (c) The transfer of the Employee to a new principal business address that is located more than fifty miles from the city
limits of Tampa, Florida; provided, that “Good Reason” shall not occur pursuant to this Section 3.3(c) unless and until the Employee first provides written notice to the Company of such transfer within 90 days following the effective
date of such transfer, and such transfer remains uncorrected for more than 30 days following written notice to the Company by the Employee of same. It is understood that from time to time, on a temporary basis, the Employee shall perform services
for the Company at various locations, worldwide. 
 The Employee’s termination of his employment shall not constitute a termination for
“Good Reason” unless the effective date of such termination is within one year following the effective date of the occurrence of the “Good Reason.” 
 3.4. Effect of Termination. 
 (a) If Employee’s employment shall terminate by
either party giving notice pursuant to Section 2.1 upon the expiration of the Stated Term, then Employee shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Employee hereunder shall
terminate contemporaneously with such termination of employment; provided, if Employee complies with the provisions of Articles 6 and 7 hereof, then, subject to subsection 3.4(d) below, Company shall continue to pay Employee the Base Salary (as
defined below) for a period of 6 months after the 

  

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expiration of the Stated Term, in such installments and on the same normal payroll dates as Company would have paid in accordance with Company’s normal
payroll practice had such expiration not occurred; provided, to the extent permitted by the applicable benefit plan or Company policy, provide Employee with continued benefits that were in effect as of the Termination of this Agreement for a period
of six months, as if Employee had remained an active employee of the Company hereunder for such six months. In the event Employee is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement and
such ineligibility is caused solely as a result of the termination of this Agreement, then the Company shall provide that Employee with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably
determine. 
 (b) If Employee’s employment shall terminate prior to expiration of the Stated Term or an Extended Year
Term pursuant to Sections 3.2 or 3.3 then, upon such termination, regardless of the reason therefor, Employee shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to Employee hereunder shall
terminate contemporaneously with such termination; provided, that upon any termination for “Good Reason” or upon any “Without Cause Termination,” if Employee complies with the provisions of Articles 6 and 7 hereof, then, subject
to subsection 3.4(d) below, Company shall (1) pay Employee, in such installments and on the same normal payroll dates as Company would have paid in accordance with Company’s normal payroll practice had such termination not occurred, the
Base Salary (as defined below) for a period of twelve months after such termination (the “Severance Term”) (2) pay Employee the amount of the prior year’s bonus (if any) in twelve equal monthly installments during the Severance
Term, as nearly as practicable, on the same normal payroll dates that would have been applicable in accordance with the Company’s normal payroll practice had such termination not occurred, and (3) to the extent permitted by the applicable
benefit plan or Company policy, provide Employee with continued benefits that were in effect as of the termination of this Agreement for twelve months, as if Employee had remained an active employee of the Company hereunder during the Severance
Term. With respect to subsection (3) above, in the event Employee is no longer eligible to participate in a benefit plan that was in effect as of the termination of this Agreement, and such ineligibility is caused solely as a result of the
termination of this Agreement, then the Company shall provide Employee with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine. Notwithstanding the above, if a Change in Control
of the Parent has occurred and a Without Cause Termination or a termination for Good Reason has occurred, and if the Employee is in compliance with Articles 6 and 7 of this Agreement, then, subject to subsection 3.4(d) below, the Employee shall be
entitled to a lump sum payment equal to 1x times the sum of his Base Salary and his prior year’s bonus (in any), in addition to the benefits contemplated by Section 3.4(b)(3). 
 (c) In light of the difficulties in estimating the damages for an early termination of this Agreement, Company and Employee hereby agree
that the payments, if any, to be received by Employee pursuant to this Section 3.4 shall be received by Employee as liquidated damages, and Employee shall not have any right to any other payment or damages hereunder except for such liquidated
damages. Any lump sum payment due under this section shall be delivered to the Employee no later than thirty days following the Without Cause Termination or termination for Good Reason. 
  

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 (d) With respect to the payments provided by subsections 3.4(a), (b) and
(c) above (the “Cash Severance Amount”), in the event the aggregate portion of the Cash Severance Amount payable during the first 6 months of the Severance Term would exceed an amount (the “Minimum Amount”) equal to 2 times
the lesser of (i) the Employee’s annualized compensation as in effect for the calendar year immediately preceding the calendar year during which the Employee’s termination of employment occurs, or (ii) the maximum amount that may
be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) for the calendar year during which the Employee’s termination of employment
occurs, then, to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on the Employee under Section 409A of the Code, (x) the Company shall pay a portion of the Cash Severance Amount equal to the
Minimum Amount over the first 6 months of the Severance Term, in equal installments as nearly as practicable, on the normal payroll dates that would have been applicable for the Employee had such termination not occurred, and (y) the Company
shall accumulate the portion of the Cash Severance Amount that exceeds the Minimum Amount and that the Employee would otherwise be entitled to receive during the first 6 months of the Severance Term and shall pay such accumulated amount to the
Employee in a lump sum on the first day of the seventh month of the Severance Term, and (z) the Company shall pay the remainder of the Cash Severance Amount over the remaining 6 months of the Severance Term, in equal installments as nearly as
practicable, on the normal payroll dates that would have been applicable for the Employee had such termination not occurred. 
 ARTICLE 4

 COMPENSATION AND BONUSES 
 4.1. Base Salary. During the Term, the Company shall pay the Employee a base salary equal to $215,000 per year (the “Base Salary”), which the Company shall pay to the Employee in equal installments paid twice monthly in
arrears. 
 4.2. Bonuses. During the Term, the Company anticipates paying the Employee an annual bonus equal to fifty percent
(50%) of the then current base salary. Notwithstanding the foregoing, the bonus shall only be payable if and to the extent certain revenue and management goals are achieved for the particular bonus period. The performance goals may vary from
year to year and must be agreed upon by the Company and the Employee in advance of each calendar year. The Employee shall be paid his bonus at the time similarly situated employees are paid their bonuses. No bonus shall be payable for any period if
the Employee resigns without Good Reason prior to the payment of such bonus. 
 4.3. Benefits 
 (a) During the Term, the Employee shall be eligible for participation in employee benefit plans (as described or defined in
Section 3(3) of ERISA), practices, 

  

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policies and programs of the Company as may be in effect from time to time for other similarly situated employees of the Company including vacations (20 days
of paid time off per calendar year during the Term) in accordance with the Company’s then current policy for its executives. Notwithstanding anything to the contrary in this Agreement, the Company shall have the right to amend or terminate any
of the Company’s employee benefit plans (including its health, dental, life, accidental death and dismemberment, short term disability or long term disability welfare plans) so long as such amendment or termination adopted during any period in
which the Employee is receiving benefits under any such plan is similarly applicable to senior executives of the Company generally. This Section 4.3(a) shall not entitle the Employee to benefits that are covered more specifically in other
Sections of this Agreement (such as salary continuation, bonuses and incentive compensation, all of which have been agreed upon specifically and reflected in this Agreement in such manner.) 
 ARTICLE 5 
 PROTECTION OF INFORMATION 
 5.1. Disclosure to and Property of the Company. All information, designs, ideas, concepts, improvements, product developments, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed, or acquired by the Employee, individually or in conjunction with others, during the Term (whether during business hours or otherwise and whether on the Company’s
premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data,
pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition
prospects, or marketing and merchandising techniques, prospective names, and marks) (collectively, “Confidential Information”) shall be disclosed to the Company and are and shall be the sole and exclusive property of the Company and its
Affiliates. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps,
drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Work
Product”) are and shall be the sole and exclusive property of the Company or its Affiliates. Upon termination of the Employee’s employment by the Company for any reason, the Employee shall promptly deliver such Confidential Information and
Work Product, and all copies thereof, to the Company. 
 5.2. Disclosure to the Employee. The Company may disclose to the Employee, or
place the Employee in a position to have access to or develop, Confidential Information and Work Product of the Company or its Affiliates. 
 5.3. No Unauthorized Use or Disclosure. The Employee agrees that he will preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates, and will not, at any time during or
after the Employee’s employment by the Company or its Affiliates, make any unauthorized disclosure of, and will use his best efforts to prevent the removal from the Company premises of, Confidential Information or Work Product 

  

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of the Company or its Affiliates, or make any use thereof, in each case, except in the carrying out of the Employee’s responsibilities hereunder. The
Employee shall inform all persons or entities to whom any Confidential Information shall be disclosed by him in accordance with this Agreement about the confidential nature of such Confidential Information, and the Employee shall ensure that such
Confidential Information is identified as being confidential, and shall call such identifying mark to such recipient’s attention. The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the
extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law and the Employee is making such disclosure, the Employee shall provide the Company with prompt notice of
such requirement, and shall use his commercially reasonable efforts to give such notice prior to making any disclosure, so that the Company may seek an appropriate protective order. At the request of the Company, the Employee agrees to deliver to
the Company, at any time during the Term, or thereafter, all Confidential Information which he may possess or control. The Employee agrees that all Confidential Information of the Company or its Affiliates (whether now or hereafter existing)
conceived, discovered or made by him during the Term, as between the Employee and the Company, exclusively belongs to the Company (and not to the Employee), and the Employee will promptly disclose such Confidential Information to the Company and
perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of the Employee’s obligations under this Section. As a result of the
Employee’s employment by the Company, the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of
the Company and its Affiliates. The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential
Information and Work Product. 
 5.4. Ownership by the Company. If, during the Employee’s employment by the Company, the Employee
creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings,
maps, architectural renditions, models, manuals, brochures, or the like) relating to the Company’s or its Affiliates’ business, products, or services, whether such work is created solely by the Employee or jointly with others (whether
during business hours or otherwise and whether on the Company’s or its Affiliates’ premises or otherwise), the Company or its Affiliates shall be deemed the author of such work if the work is prepared by the Employee in the scope of the
Employee’s employment; or, if the work is not prepared by the Employee within the scope of the Employee’s employment but is specially ordered by the Company or its Affiliates as a contribution to a collective work, as a part of a motion
picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. 
 5.5. Assistance by the Employee. Both during the period of the Employee’s employment by the Company and thereafter, the Employee shall
assist, upon reasonable notice, the Company and its nominee, at any time, in the protection of the Company’s or its Affiliates worldwide right, title and interest in and to Work Product and the execution of all formal assignment documents
requested by the Company or its nominee and the execution of all lawful 

  

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oaths and applications for patents and registration of copyright in the United States and foreign countries, all as may be requested by the Company from time
to time in accordance with applicable law. 
 5.6. Remedies. The Employee acknowledges that money damages would not be sufficient
remedy for any breach of this Article 5 by the Employee, and the Company or its affiliates shall be entitled to enforce the provisions of this Article 5 by terminating payments then owing to the Employee under this Agreement and to specific
performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall be in addition to all remedies available at law or in equity,
including the recovery of damages from the Employee and his agents. 
 ARTICLE 6 
 STATEMENTS CONCERNING THE COMPANY 
 6.1. Non-Disparagement. The Employee shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about the Company, any of its Affiliates or
any of such entities’ officers, employees and consultants, agents or representatives that are slanderous, libelous or defamatory; or that disclose private or confidential information about the Company, any of its Affiliates or any of such
entities’ business affairs, officers, employees and consultants, agents or representatives; or that constitute an intrusion into the seclusion or private lives of any officers, employees and consultants, agents or representatives of the Company
or any of its Affiliates; or that give rise to unreasonable publicity about the private lives of any officers, employees and consultants, agents or representatives of the Company or any of its Affiliates; or that place the Company, any of its
Affiliates, or any of such entities’ officers, employees and consultants, agents or representatives in a false light before the public; or that constitute a misappropriation of the name or likeness of the Company, any of its Affiliates or any
of such entities’ officers, employees and consultants, agents or representatives. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company and its Affiliates under this provision are
in addition to any and all rights and remedies otherwise afforded by law. 
 ARTICLE 7 
 NONCOMPETITION 
 7.1. In
General. Executive agrees that, from the date of this Agreement until 12 months after the expiration or termination of this Agreement (the “Non-Compete Period”), Executive shall not, anywhere in the United States: 
 (a) directly or indirectly participate in the ownership, management, operation or control of, or be connected as an officer, employee,
partner, director, or otherwise with, or have any financial interest in or aid or assist anyone else in the conduct of any business in those states that, as of the expiration or termination of this Agreement, the Company or its Affiliates are
presently doing business in or that the Company or its Affiliates intends to do business in the upcoming 12 months (which intent shall have been demonstrated by a resolution or formal business plan of the board of directors or a committee of the
Company or its Affiliates) that is directly competitive with that 

  

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conducted by Company or its affiliates (a “Competitive Operation”); provided, however, that this provision shall not preclude Executive from owning
not more than 1% of the equity securities of any publicly held Competitive Operation so long as Executive does not serve as an employee, officer, director or consultant to such business; 
 (b) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer,
advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either: (i) attempt to hire, contract or solicit with respect to hiring
any employee of Company or its affiliates or (ii) induce or otherwise counsel, advise or encourage any employee of Company or its affiliates to leave the employment of Company or its affiliates; 
 (c) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer,
advisor, stockholder, partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity call upon, solicit, divert or take away, any customer or vendor of Company
or its affiliates with whom Executive dealt, directly or indirectly, during his engagement with Company or its affiliates, in connection with a Competitive Operation; provided, however, that Executive may call upon such customers and vendors for the
purpose of promoting sales of Company’s or its affiliates’ services and products to such customers and vendors, and for such other purposes as are not reasonably intended to result in any reduction in Company’s or its affiliates’
sales or prospective sales to such customers and vendors. 
 ARTICLE 8 
 MISCELLANEOUS 
 8.1. Notices. For purposes of this Agreement, notices and
all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed
as follows: 
  

			
	If to the Company to:	  	Switch & Data Facilities Company, Inc.
		  	1715 N. Westshore Blvd., Suite 650
		  	Tampa, Florida 33607
		  	Attention: General Counsel
		
	With a copy to:	  	Holland & Knight LLP
		  	100 North Tampa Street, Suite 4100
		  	Tampa, Florida 33602
		  	Attention: Robert J. Grammig, Esq.
		
	If to the Employee to:	  	Ernest Sampera
		  	2406 W. Jetton
		  	Tampa, FL 33629

  

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 or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices
of changes of address shall be effective only upon receipt. 
 8.2. Applicable Law. This Agreement is entered into under, and shall be
governed for all purposes by, the laws of the State of Florida. 
 8.3. No Waiver. No failure by either party hereto at any time to
give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 8.4. Severability. To the extent permitted by applicable law, the Company and the Employee hereby agree that any term or provision
of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be modified, but only to the extent necessary to avoid rendering such term or provision invalid or
unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Company and the Employee’s bargain hereunder. If a court of competent jurisdiction determines that any term or provision of
this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that term or provision shall not affect the validity or enforceability of any other term or provision of this Agreement, and all other terms or provisions shall
remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a materially adverse manner with respect to either party. 
 8.5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement. 
 8.6. Withholding of Taxes and Other Employee Deductions. The Company may
withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other normal employee deductions made with respect
to the Company’s employees generally. 
 8.7. Headings. The section headings have been inserted for purposes of convenience and
shall not be used for interpretive purposes. 
 8.8. Gender and Plurals. Wherever the context so requires, the masculine gender
includes the feminine or neuter, the singular number includes the plural and vice-versa, “or” has the inclusive meaning identified with the phrase “and/or,” and “including” has the inclusive meaning frequently
identified with the phrase “but not limited to.” 
 8.9. Assignment. This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company, by merger or otherwise. The Company may assign this Agreement to any of its Affiliates at any time. Except as provided in the two preceding sentences, this Agreement, and the rights and
obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law
or otherwise, without the prior written consent of the other party. 
  

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 8.10. Amendment; Entire Agreement. This Agreement may not be changed orally but only by an
agreement in writing agreed to and signed by both parties. The Company and the Employee shall reasonably cooperate with respect to, and may jointly amend or modify this Agreement in any mutually agreeable manner to provide for the application and
effects of Section 409A of the Code and any related regulatory or administrative guidance issued by the Internal Revenue Service. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, contains
all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of the Employee by the Company and supersedes any and all prior agreements. 
 8.11. Arbitration. Any and all disputes or controversies, whether of law or fact, and of any nature whatsoever arising from or respecting this
Agreement, shall be decided by arbitration by the American Arbitration Association in accordance with its Commercial Rules except as modified by this Agreement. 
 (a) The arbitrator will be mutually selected by the Company and the Employee. If the Company and the Employee do not so agree on a single
arbitrator, the Company and the Employee shall each select one independent, qualified arbitrator and the two selected arbitrators shall select a third arbitrator (the three selected arbitrator(s) are referred to as the “Panel”);

 (b) The Arbitration shall take place in Tampa, Florida, or any other location mutually agreeable to the Parties. At the
request of either Party, arbitration proceedings will be conducted confidentially; in such case all documents, testimony, and records shall be received, heard, and maintained by the arbitrators in confidentiality, available for inspection only by
the Company or its Affiliates or the Employee and their respective attorneys and their respective experts who shall agree in advance and in writing to receive all such information in confidentiality until such information shall become generally
known. The Panel shall be able to award any and all relief, including relief of an equitable nature, provided that punitive damages shall not be awarded. The award rendered by the Panel may be enforceable in any court having jurisdiction to enforce
the award; 
 (c) Reasonable notice of the time and place of arbitration shall be given to all Parties and any interested
persons as shall be required by law; 
 (d) The Arbitration shall be final and binding on the parties; and 
 (e) The parties acknowledge that they are waiving their right to seek remedies in court, including the right to a jury trial. 

[Signature Page Follows] 
  

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	COMPANY:
	
	SWITCH AND DATA MANAGEMENT COMPANY LLC
		
	By:	 	 /s/ Keith Olsen

		 	Keith Olsen, Chief Executive Officer
	
	EMPLOYEE:
	
	 /s/ Ernest Sampera

	Ernest Sampera


  

 12 








 EXHIBIT A 
 DEFINED TERMS 
 As used in the Agreement, the following terms shall have the respective meanings set
forth below or set forth in the provision of the Agreement following such term. 
 “Affiliate” shall mean any other person
or entity (i) that is directly or indirectly controlled by the person or entity in question, (ii) that directly or indirectly controls the person or entity in question, or (iii) that directly or indirectly is under common control with
the person or entity in question. For purposes of the foregoing definition, (x) a person or entity controls another entity if it or he directly or indirectly owns, or has the right to vote, at least 20% of the beneficial interests in the entity
or if through other agreements (e.g., management agreement) has the right to control the policies of such entity; (y) indirect control includes control held through one or more tiers of subsidiary or intervening entities (such as corporations,
partnerships, trusts, or limited liability companies); and (z) “control” includes the ability, directly or indirectly, to direct the management or policies of such entity, whether through the ownership of voting rights, pursuant to a
contract, or otherwise. 
 “Agreement” shall have the meaning ascribed to such term in the preamble of this Employment
Agreement. 
 “Base Salary” shall have the meaning ascribed to such term in Section 4.1 of this Agreement. 

“Board” shall have the meaning ascribed to such term in Section 2.3 of this Agreement. 
 “Cause” shall mean that the Employee (A) has engaged in gross negligence or willful misconduct in the performance of the duties
required of him hereunder, (B) has been indicted with respect to a felony offense, or a criminal information has been returned with respect to a misdemeanor offense, (C) has willfully refused to perform the duties and responsibilities
required of him hereunder, (D) has materially breached any then-current material Company policy or code of conduct established by the Company, which policy or code of conduct was provided to the Employee prior to such breach, or has continued
to materially breach, after 30 days written notice, any other policy or code of conduct, (E) has willfully engaged in conduct that is materially injurious to the Company or any of its affiliates, (F) has breached any material provision of
this Agreement that, if correctable, remains uncorrected for 30 days following written notice to the Employee by the Company of such breach or (G) has voluntarily resigned. 
 “Change in Control” shall mean (i) in the event the Parent’s common stock, par value $0.0001 per share (“Common
Stock”), is not publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization or similar transaction involving the Parent, other than a transaction in which the Parent’s
shareholders, immediately prior to the transaction hold, immediately thereafter, not less than fifty percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the
resulting entity or the ultimate parent of the resulting entity, (ii) in the event the Parent’s Common Stock is publicly traded on a national securities exchange, any merger, consolidation, amalgamation, plan of arrangement, reorganization
or 

  

 Exhibit A – Page 1 








 
similar transaction involving the Paren, other than a transaction in which the Parent’s shareholders, immediately prior to the transaction hold,
immediately thereafter, in the same proportion as immediately prior to the transaction, not less than fifty percent of the combined voting power of the then outstanding voting securities with respect to the election of the board of directors of the
resulting entity or the ultimate parent of the resulting entity, and (iii) any liquidation or sale of all or substantially all of the assets of the Parent. 
 “Company” shall have the meaning ascribed to such term in the preamble of this Agreement. 
 “Confidential Information” shall have the meaning ascribed to such term in Section 5.1 of this Agreement. 
 “Effective Date” shall have the meaning ascribed to such term in the preamble of this Agreement. 
 “Employee” shall have the meaning ascribed to such term in the preamble of this Agreement. 
 “Term” shall have the meaning ascribed to such term in Section 2.1 of this Agreement. 
 “Totally
Disabled” shall mean failure by the Employee, by reason of illness, incapacity or other disability, to perform his duties or fulfill his obligations under this Agreement in the view of the Company and as certified in writing by a competent
medical physician chosen by the Company, for a cumulative total of 180 days in any 12-month period. 
 “Without Cause
Termination” shall have the meaning ascribed to such term in Section 3.2(b)(iii) of this Agreement. 
 “Work
Product” shall have the meaning ascribed to such term in Section 5.1 of this Agreement. 
  

 Exhibit A – Page 2