Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Adoption of 2013 Short-Term Incentive Compensation Plan
On February 21, 2013, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of DuPont Fabros Technology, Inc. (the "Company")
adopted the Company's 2013 Short-Term Incentive Compensation Plan (the "2013
STIC Plan"), which provides for the payment of cash incentive awards to plan
participants in early 2014 if, and to the extent to which, certain performance
objectives are achieved during 2013.
The 2013 incentive target opportunities for each of the Company's named
executive officers are the same percentages of compensation as the target
incentive opportunities for each of the officers under the Company's 2012
short-term incentive compensation plan.
Lammot J. du Pont, the Company's Chairman of the Board, will not be a
participant in the 2013 STIC Plan.
Adoption of 2013 Long-Term Incentive Compensation Plan
On February 21, 2013, the Committee also adopted the Company's 2013 Long-Term
Incentive Compensation Plan (the "2013 LTIC Plan") for plan participants,
including the named executive officers. Mr. du Pont will not be a participant in
the 2013 LTIC Plan.
The 2013 LTIC Plan includes shares of time-vesting restricted common stock of
the Company ("Restricted Stock"), nonqualified options to purchase shares of
common stock of the Company ("Stock Options") and performance-vesting stock
units ("Performance Units").
The Restricted Stock awards and Stock Option grants vest ratably in three equal
portions on each of March 1, 2014, 2015 and 2016 so long as the participant
remains continuously employed by the Company or an affiliate of the Company from
the date of the grant through the applicable vesting date. The exercise price of
each Stock Option is $22.62, the closing price of the Company's common stock on
February 21, 2013, the grant date.
The Performance Units vest on March 1, 2016, but only if the total stockholder
return of the Company's common stock for the three-year performance period
beginning on January 1, 2013 meets or exceeds the return of the MSCI US REIT
Index for the same three-year performance period, and the participant remains
continuously employed by the Company or an affiliate of the Company during that
period.
The CEO's percentage allocation of awards under the 2013 LTIC Plan is one-half
Performance Units and one-half Stock Options. For each of the Executive Vice
Presidents of the Company, the percentage allocation of awards is one-third
Performance Units, one-third Stock Options and one-third Restricted Stock. For
each of the Senior Vice Presidents of the Company and the Chief Accounting
Officer, the percentage allocation of awards is one-half Stock Options and
one-half Restricted Stock. The Compensation Committee granted above-target
awards of shares of Restricted Stock to certain executive officers.
On February 21, 2013, the Committee approved the following equity-based
incentive awards under the 2013 LTIC Plan:
• Hossein Fateh, the Company's President and Chief Executive Officer,
38,479 Performance Units and 184,211 Stock Options;
• Mark L. Wetzel, the Company's Executive Vice President, Chief
Financial Officer and Treasurer, 10,994 Performance Units, 52,632
Stock Options and 10,994 shares of Restricted Stock;
• Richard A. Montfort, the Company's Executive Vice President, General
Counsel and Secretary, 5,131 Performance Units, 24,562 Stock Options,
and 7,330 shares of Restricted Stock; and
• Jeffrey H. Foster, the Company's Chief Accounting Officer, 26,316
Stock Options and 6,817 shares of Restricted Stock.
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Copies of the 2013 STIC Plan and the 2013 LTIC Plan and the forms of the
Restricted Stock Award Agreement, Stock Option Award Agreement, and Performance
Stock Unit Award Agreement are attached to this report as exhibits. The summary
set forth above is qualified in its entirety by reference to each of these
documents.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 2013 Short-Term Incentive Compensation Plan
10.2 2013 Long-Term Incentive Compensation Plan
10.3 Form of Restricted Stock Award Agreement
10.4 Form of Stock Option Award Agreement
10.5 Form of Performance Stock Unit Award Agreement