Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
Amended and Restated Employment Agreement of President and Chief Executive
Officer
On February 4, 2013 (the "Effective Date"), DuPont Fabros Technology, Inc. (the
"Company") and one of its subsidiaries, DF Property Management LLC, entered into
an amended and restated employment agreement (the "Restated Employment
Agreement") with Hossein Fateh, President and Chief Executive Officer of the
Company. The Restated Employment Agreement eliminates the annual aircraft
allowance provided under the terms of Mr. Fateh's previous employment agreement
(the "Previous Employment Agreement") and modifies the Previous Employment
Agreement with respect to Mr. Fateh's annual base compensation, as discussed
more fully below.
Elimination of Annual Aircraft Allowance; New Annual Rate of Base Salary
Established
The Restated Employment Agreement eliminates the annual allowance to be received
by Mr. Fateh for his discretionary use of an aircraft to be chartered by the
Company upon Mr. Fateh's request from time to time, and replaces this allowance
with an annual base salary of equal amount. Effective as of February 2012, the
annual rate of this aircraft allowance was $478,000.00. Pursuant to the Restated
Employment Agreement, the annual rate of Mr. Fateh's base salary is now
$478,000.00. Mr. Fateh's base salary may be increased annually by the Board of
Directors or the Compensation Committee of the Board. Pursuant to the Restated
Employment Agreement, Mr. Fateh's annual salary for 2013 will be adjusted to
reflect the amount of the aircraft allowance utilized by Mr. Fateh under the
terms of the Previous Employment Agreement for the period from January 1, 2013
to the Effective Date of the Restated Employment Agreement.
Other Terms of Mr. Fateh's Employment Agreement
Other than as described above, the terms of the Restated Employment Agreement
shall be the same as the terms of the Previous Employment Agreement, as
described in the Company's Proxy Statement related to its 2012 annual meeting of
stockholders, under the caption "Executive Compensation-Narrative to Summary
Compensation and Grants of Plan-Based Awards Tables-Employment, Severance and
Non-Disclosure, Assignment and Non-Solicitation Agreements." Specifically, the
term of the Restated Employment Agreement has not been changed from the Previous
Employment Agreement, which remains for a term of three-years that commenced on
December 1, 2011 and ends on December 1, 2014, with no provision for renewal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Third Amended and Restated Employment Agreement, dated February 5, 2013,
by and among DuPont Fabros Technology, Inc., DF Property Management LLC
and Hossein Fateh
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