UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on January 8, 2020, the Company and Mr. Durvasula, mutually agreed that Mr. Durvasula will be leaving the Company to pursue other interests, effective as of March 1, 2020 (the “Termination Date”). In connection with Mr. Durvasula’s departure, CyrusOne LLC, a subsidiary of the Company (the “Subsidiary”), and Mr. Durvasula entered into a Transition and Separation Agreement, dated January 13, 2020 (the “Transition and Separation Agreement”), pursuant to which Mr. Durvasula agreed to provide consulting services to the Subsidiary from the Termination Date until June 30, 2020, for which he will receive a lump-sum payment of $366,666.00. The Transition and Separation Agreement also provides for the severance payments and benefits Mr. Durvasula would have been entitled to upon a Termination Other than for Cause, Death or Disability under the terms of the Employment Agreement, dated January 24, 2013, between the Subsidiary and Mr. Durvasula, which was filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2013 as Exhibit 10.18 to the Company’s Annual Report on Form 10-K (the “Employment Agreement”), as modified by the Offer Letter, dated November 6, 2018, which was filed with the SEC on February 22, 2019 as Exhibit 10.15(b) to the Company’s Annual Report on Form 10-K (the “Offer Letter”), except that, as of the Termination Date, all currently unvested equity awards will become vested (with performance-based equity awards vesting at target level of performance). The foregoing summary of (i) the Transition and Separation Agreement is qualified in its entirety by reference to the full text of the Transition and Separation Agreement, which is attached hereto as Exhibit 10.1, and (ii) the Employment Agreement and Offer Letter are each qualified in their entirety by reference to the full text of the Employment Agreement or Offer Letter, as applicable.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1 | Transition and Separation Agreement dated as of January 13, 2020 by and between Venkatesh S. Durvasula and CyrusOne LLC. | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CYRUSONE INC. | ||
Date: January 17, 2020 | By: | /s/ Robert M. Jackson |
Robert M. Jackson | ||
Executive Vice President, General Counsel and Secretary |