8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 16, 2008

Switch & Data Facilities Company, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33302	59-3641081
(State or Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1715 North Westshore Boulevard, Suite 650

Tampa, FL 33607

(813) 207-7700

(Addresses of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 16, 2008, Switch & Data Facilities Company, Inc. (the “Company”) entered into an employment agreement with Keith Olsen, the President and Chief Executive Officer. The employment agreement will be in effect until terminated. The employment agreement provides for an initial base salary of $425,000 per year subject to periodic review and may be increased, but not decreased. The employment agreement also provides that Mr. Olsen shall be eligible for an annual bonus targeted at an amount not less than $250,000, subject to the Company’s achievement of certain performance goals, and that he shall be entitled to receive or participate in the company’s employee benefits plans, policies and arrangements, including fringe benefits and equity plans, on a basis that is no less favorable than those provided to other senior executives. The employment agreement may be terminated by the Company with or without cause and by Mr. Olsen with or without good reason. If the employment agreement is terminated for good reason by Mr. Olsen or without cause by the Company, Mr. Olsen will be entitled to receive: (A) in twelve equal monthly installments, the greater of (i) an amount equal to his base salary and bonus, if any, in the year prior to the year of termination, and (ii) $500,000; and (B) a continuation of benefits that were in effect as of the termination of the agreement, for a period of twelve months following termination. Any payments upon termination may be delayed to the extent necessary to avoid incurring excise taxes or penalties under Section 409A of the Code. The employment agreement provides that, during his term of employment with the Company, and for a period of twelve months following any termination of employment with the Company, Mr. Olsen may not participate, directly or indirectly, in any capacity whatsoever, in any business in those states in which the Company or its affiliates are presently doing business or intend to do business within twelve months from the date of termination that is directly competitive with the business conducted by the Company or its affiliates, except that Mr. Olsen shall not be prohibited from owning 5% or less of the equity securities of any publicly held competitive business so long as he does not serve as an employee, officer, director or consultant to such business. In addition, Mr. Olsen may not solicit the employees or customers of the Company or any of its affiliates during his term of employment with the Company, and for a period of twelve months following the expiration or termination of his employment with the Company.

Additionally, in connection with a review of executive compensation arrangements due to recently adopted rules under Section 409A of the Internal Revenue Code (the “Code”), the Compensation Committee of the Company’s Board of Directors authorized Switch and Data Management Company LLC (“Management”), a wholly owned subsidiary of the Company, to enter into employment agreements with the principal financial officer and one of the other named executive officers of the Company.

On December 18, 2008, Management entered into an Amended and Restated Employment Agreement with George Pollock, Jr. to serve as its Senior Vice President, Chief Financial Officer and Treasurer. The material amendments to Mr. Pollock’s employment agreement were: to update to reflect his current title and duties by deleting the office of Secretary and adding the office of Treasurer; to update to reflect his current 2008 base salary; changing the employer from the Company to Management; and making certain other changes necessary to ensure compliance with Section 409A of the Code.

On December 18, 2008, Management entered into an Amended and Restated Employment Agreement with Ernest Sampera to serve as its Senior Vice President and Chief Marketing Officer. The material amendments to Mr. Sampera’s employment agreement were: to update to reflect increasing Mr. Sampera’s current 2008 base salary; changing the employer from the Company to Management; and making certain other changes necessary to ensure compliance with Section 409A of the Code.

The foregoing description of the employment agreements is only a summary and is qualified in its entirety by the full text of the agreements, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
10.1	Employment Agreement, dated December 16, 2008, between Switch & Data Facilities Company, Inc. and Keith Olsen.
10.2	Employment Agreement, dated December 18, 2008, between Switch and Data Management Company LLC and George A. Pollock, Jr.
10.3	Employment Agreement, dated December 18, 2008, between Switch and Data Management Company LLC and Earnest Sampera.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Switch & Data Facilities Company, Inc.
December 22, 2008	By:	/s/    George Pollock, Jr.
		George Pollock, Jr. Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Agreement, dated December 16, 2008, between Switch & Data Facilities Company, Inc. and Keith Olsen.
10.2	Employment Agreement, dated December 18, 2008, between Switch and Data Management Company LLC and George A. Pollock, Jr.
10.3	Employment Agreement, dated December 18, 2008, between Switch and Data Management Company LLC and Earnest Sampera.

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between SWITCH & DATA FACILITIES COMPANY, INC., a Delaware corporation (the “Company”), and KEITH OLSEN (the “Executive”) as of December 16, 2008 (the “Effective Date”).

In consideration of the employment by the Company, and of the compensation and other remuneration to be paid by the Company to the Executive for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Executive, the Company and the Executive agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES

1.1 Employment, Effective Date. Subject to the terms of this Agreement, the Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, beginning as of the Effective Date and continuing until terminated pursuant to the terms of this Agreement.

1.2 Position. During the Term, the Executive shall serve as the President and Chief the Executive Officer of the Company, reporting directly to the Chairman of the Company and the Board of Directors of the Company (the “Board”).

1.3 Duties and Services. The Executive shall have the authority and shall perform the duties and services appertaining to the office referred to in Section 1.2, as well as such additional authority, duties and services appropriate to such office that the parties mutually may agree upon from time to time. In furtherance of the foregoing, the Executive 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 that would conflict with the Executive’s performance of duties hereunder except with the consent of the Board.

ARTICLE 2: TERMINATION OF EMPLOYMENT

2.1 The Company’s Right to Terminate. The Executive’s employment shall automatically terminate upon the Executive’s death. Additionally, the Company shall have the right to terminate the Executive’s employment at any time for any of the following reasons:

(i) upon Total Disability (as defined below);

(ii) for Cause (as defined below); or

(iii) for any reason not described in Subsections 2.1(i) or (ii) above, in the sole discretion of the Board or termination for any reason by the Company within one year of a Change in Control (“Without Cause Termination”).

“Total Disability” shall mean the occurrence of any circumstances in which the Executive, by reason of illness, incapacity or other disability, has failed to perform his duties or fulfill his obligations under this Agreement for a cumulative total of 180 days in

any 12-month period. Any questions as to the existence of Total Disability of the Executive as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of a Total Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

“Cause” shall mean that the Executive (A) has engaged in gross negligence or willful misconduct in the performance of any material duties required of him hereunder, (B) has been convicted of, or has admitted to committing or pleads no contest to committing, a felony offense, (C) has willfully refused to perform the material duties and responsibilities required of him hereunder other than as a result of the Executive’s Total Disability, (D) has materially and willfully 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 Executive prior to such breach, or (E) has materially and willfully breached any of the provisions of Section 1.3 (and such breach is ongoing in nature), Article 4, and Article 6 of this Agreement and, in all cases (except those specified in Clause (B) above), such conduct or events remain uncorrected for 30 days following written notice to the Executive by the Company of such conduct or events.

For purposes hereof, no act shall be deemed “willful” if taken by the Executive with the good faith belief that such was in the best interest of the Company or at the direction of the Company’s Board.

As used herein, the term “Change of Control” shall mean:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d) or 14(d)(2)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for the purposes of this clause 2.2(c)(i), the following acquisition shall not constitute a Change in Control: (u) any acquisition directly from the Company, (w) any acquisition by the Company, (x) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (y) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of clause 2.2(c)(iii) below; or

(ii) individuals who, as of date of this Agreement, constitute the Board of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of the Company; provided, however, that any individual becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the

2

Incumbent Board (or the Nominating Committee) shall be considered as though such individual were a member of the Incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially of the Persons who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination) or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, fifty percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

2.2 The Executive’s Right to Terminate. The Executive may terminate his employment hereunder for Good Reason or without Good Reason at anytime during the Term, in which event the Executive 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 Executive’s prior consent:

(a) The assignment to the Executive by the Company of duties or authority inconsistent with the Executive’s position as President and Chief Executive Officer of the Company, or any significant reduction or significant change in either position, reporting relationship, stature, or job function, except in connection with the termination of employment for Cause or Total Disability; provided, that “Good Reason” shall not occur pursuant to this Section 2.2 (a) unless and until the Executive 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 Executive of same; or

3

(b) (i) A reduction by the Company in the Base Salary, the minimum target bonus for 2008, or benefits received by the Executive in violation of this Agreement, or (ii) the Company states its intent to lower the Executive’s Target Bonus (as defined in Section 3.2 hereof); provided, that “Good Reason” shall not occur pursuant to this Section 2.2(b) unless and until the Executive first provides written notice to the Company of such reduction of Base Salary, minimum 2008 target bonus, Target Bonus, 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 Executive of same.

The Executive’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 the “Good Reason.”

2.3 Effect of Termination.

(a) If the Executive’s employment shall terminate pursuant to Sections 2.1 or 2.2 then, upon such termination, regardless of the reason therefor, the Executive shall be paid all earned but unpaid compensation and benefits, and all further compensation and benefits to the Executive hereunder shall terminate contemporaneously with such termination.

1) Notwithstanding the previous sentence, if the Executive complies with the provisions of Article 6 of this Agreement and Subsection (c) of this Section, then, upon any termination for “Good Reason” or any Without Cause Termination, the Company shall (A) pay the Executive, in equal monthly installments as nearly as practicable, on the normal payroll dates that would have been applicable for the Executive had such termination not occurred, for a period of 12 months after such termination (the “Severance Term”), the greater of: (i) an amount equal to the Base Salary (as defined below) and bonus paid to the Executive in the year prior to the year of termination, and (ii) $500,000, and (B) to the extent permitted by the applicable benefit plan or the Company policy, provide the Executive with continued benefits that were in effect as of the termination of this Agreement for the balance of the Severance Term, as if the Executive had remained an active employee of the Company hereunder during the Severance Term.

2) With respect to subsection 2.3(a)(1)(B) above, in the event that the Executive 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 the Executive with substantially similar benefits through commercial insurers or such other means as the Company shall reasonably determine.

3) With respect to the payments provided by subsection 2.3(a)(1)(A) above (the “Cash Severance Amount”), in the event the aggregate portion of the Cash Severance Amount payable during the first six months of the Severance Term would exceed an amount (the “Minimum Amount”) equal to two times the lesser of (i) the Executive’s annualized compensation as in effect for the calendar year immediately preceding the calendar year during which the Executive’s termination of

4

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 Executive’s termination of employment occurs, then, to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on the Executive 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 six months of the Severance Period, in equal installments as nearly as practicable, on the normal payroll dates that would have been applicable for the Executive had such termination not occurred and (y) the Company shall pay the remainder of the Cash Severance Amount over the remaining six months of the Severance Period, in equal installments as nearly as practicable, on the normal payroll dates that would have been applicable for the Executive had such termination not occurred.

(b) In light of the difficulties in estimating the damages for an early termination of this Agreement, the Company and the Executive hereby agree that the payments, if any, to be received by the Executive pursuant to this Section 2.3 shall be received by the Executive as liquidated damages, and the Executive shall not have any right to any other payment or damages hereunder except for such liquidated damages.

(c) In order to receive any severance payments or other post-employment benefits under this Agreement, the Executive must execute a comprehensive release of all claims and causes of action against the Company (including its affiliates, officers and directors), in a form reasonably satisfactory to the Company.

ARTICLE 3: COMPENSATION AND BONUSES

3.1 Base Salary. During the Term, the Company shall pay the Executive a base salary equal to $425,000 per year, subject to periodic review and in its discretion increase but not decrease (as in effect hereunder, the “Base Salary”), which the Company shall pay to the Executive in equal installments paid twice monthly in arrears. The Base Salary shall be reviewed on an annual basis by the Board or the Compensation Committee. No annual increase is mandated by this Agreement.

3.2 Bonuses. During the Term, the Company shall pay the Executive bonuses in accordance with the Company’s standard policy or as established by the Board in either case on a basis no less favorable than those provided to similarly situated senior executives of the Company; provided (a) the target bonus amount for the period ending as of December 31, 2008 (so long as the Executive remains employed as of such date) shall not be less than $250,000 and, if earned, shall be paid to the Executive at the same time as bonuses are paid to other senior officers of the Company. The Executive’s target bonus for each fiscal year commencing January 1, 2009 or thereafter shall not be less than $250,000 (the “Target Bonus”); provided, that the amount of such bonus, while set at $250,000, shall be subject to the Company’s achievement of financial criteria established by the Board (or the Compensation Committee) and other criteria established by the Board or the Compensation Committee from time to time after consultation with the Executive. The Executive is not guaranteed any bonus if the established criteria are not met. No bonus paid to the Executive shall be a floor or cap for bonuses in subsequent periods.

5

3.3 Benefits.

(a) During the Term, the Executive shall have the right to receive or participate in the employee benefit plans, policies and arrangements, including fringe benefits, of the Company on a basis that is no less favorable than those provided to other senior executives at the Company. The Executive recognizes that from time to time such benefits are subject to change; accordingly, such benefits may be reduced provided that the reduction is applicable to all senior executives.

(b) During the Term, the Executive will be entitled to the number of paid holidays, personal days off, paid vacation days and sick leave days in each calendar year as are instituted by the Board. In no event shall the Executive’s paid vacation be less than twenty working days per year. Such paid vacation may be taken at the Executive’s discretion with the prior approval by the Company, and at such time or times as are not inconsistent with the reasonable business needs with the Company.

(c) Reasonable expenses incurred by the Executive in performing his duties hereunder (including travel expenses) shall be reimbursed by the Company in accordance with the Company’s policies on a basis no less favorable than those applicable to other senior executives of the Company.

(d) Options and Other Equity Grants. The Executive shall be eligible to participate in the Company’s stock option or other equity grant programs, to the extent: (a) other senior executives are eligible to participate and (b) as permitted by applicable law. It is acknowledged that no particular grant of options or other equity has been promised to the Executive. Any such grant shall be made by the Compensation Committee or the Board. Such options or other equity grants shall be governed by the relevant plans and agreements including, without limitation, provisions relating to vesting and Change in Control. In the event of a termination for Without Cause or a resignation for Good Reason, all stock options or other equity grants will be deemed to have been outstanding for an additional one year for vesting purposes. Notwithstanding the above, all outstanding stock options and any other equity grants shall be vested in full in the event of any termination of the Executive by the Company within the year of a Change in Control.

ARTICLE 4: PROTECTION OF INFORMATION

4.1 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 Executive, 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 consistent

6

with the Executive’s fiduciary duties and are and shall be the sole and exclusive property of the Company and its affiliates. The term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Executive (unless to defend himself in any dispute between the Executive and the Company or any affiliate or unless required by law), or (ii) is or becomes available to the Executive on a non-confidential basis from a source other than the Company or any of its representatives, provided that such source is not known by the Executive to be bound by a confidentiality agreement with or other obligation of secrecy to the Company. 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 generated by the Executive in performing his duties hereunder (collectively, “Work Product”) are and shall be the sole and exclusive property of the Company or its Affiliates. Upon termination of the Executive’s employment by the Company, for any reason, the Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to the Company.

4.2 No Unauthorized Use or Disclosure. the Executive will not, at any time during or after the Executive’s employment by the Company, make any unauthorized disclosure of Confidential Information or Work Product of the Company or its affiliates, or make any use thereof, except in the carrying out of the Executive’s responsibilities hereunder.

4.3 Assistance by the Executive. Both during the period of the Executive’s employment by the Company and thereafter for a period of one year. the Executive shall provide reasonable assistance to the Company and its nominees, 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 oaths and applications for patents and registration of copyright in the United States and foreign countries; provided that the Company shall reimburse the Executive for reasonable out-of-pocket expenses (including attorneys fees) incurred by the Executive in performing his obligations under this Section 4.3.

4.4 Remedies. the Executive acknowledges that money damages might not be sufficient remedy for any breach of this Article 4 or Article 6 by the Executive; and the Company or its Affiliates shall be entitled to seek enforcement of the provisions of Sections 4.1 or 4.2 or Article 6 by terminating payments then owing to the Executive 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 or Article 6, but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Executive and his agents.

ARTICLE 5: INDEMNIFICATION

The Company shall indemnify the Executive to the same extent as directors and senior executive officers of the Company are indemnified by the Company, which indemnification procedures are set forth in Article 6 of the Company’s Bylaws. Any amendment or modification to the Bylaws shall not affect the Executive’s indemnification rights hereunder unless such amendment or modification results in an expansion of such indemnification rights.

7

ARTICLE 6: NONCOMPETITION AFTER TERMINATION

6.1 In General. the Executive agrees that, from the date hereof until 12 months after the expiration or termination of this Agreement (the “Non-Compete Period”), the Executive shall not:

(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 is presently doing business in or that the Company intends to do business in the upcoming 12 months (which intent shall have been demonstrated by a Board or committee resolution or formal business plan of the Company) that is directly competitive with that conducted by the Company or its affiliates (a “Competitive Operation”); provided, however, that this provision shall not preclude the Executive from owning not more than 5% of the equity securities of any publicly held Competitive Operation so long as the 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 (1) attempt to hire, contract or solicit with respect to hiring any employee of the Company or its affiliates or (ii) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliates to leave the employment of the 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 the Company or its affiliates with whom the Executive dealt, directly or indirectly, during his engagement with the Company or its affiliates, in connection with a Competitive Operation; provided, however, that the Executive may call upon such customers and vendors for the purpose of promoting sales of the 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 the Company’s or its affiliates’ sales or prospective sales to such customers and vendors.

Notwithstanding the foregoing, in the event this Agreement is not renewed at the end of the Stated Term or an Extended Year Term pursuant to the provisions of Section 2.1, then the Non-Compete Period shall be six months.

8

ARTICLE 7: MISCELLANEOUS

7.1 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:	Switch & Data Facilities Company, Inc.
	1715 North Westshore Blvd., Suite 650
	Tampa, FL 33607
	Attn: Chief Financial Officer
With copies to:	Switch & Data Facilities Company, Inc.
	1715 North Westshore Blvd., Suite 650
	Tampa, FL 33607
	Attn: General Counsel
	Robert J. Grammig, Esq.
	Holland & Knight LLP
	100 North Tampa Street, Suite 4100
	Tampa, FL 33602
If to the Executive:	Mr. Keith Olsen
	1715 N. Westshore Blvd., Suite 650
	Tampa, FL 33607
With a copy to:

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.

7.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Delaware.

7.3 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.

7.4 Severability. To the extent permitted by applicable law, the Company and the Executive 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’s and the Executives’ 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.

9

7.5 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.

7.6 Withholding of Taxes and Other the Executive 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.

7.7 Headings. The section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

7.8 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.”

7.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, by merger, sale or otherwise. Except as provided in the preceding sentence, this Agreement, and the rights and obligations of the parties hereunder, are persona] 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.

7.10 Mitigation. If the Executive’s employment hereunder is terminated for any reason, the Executive shall have no duty to attempt to mitigate his damages by seeking alternative employment, the Company shall not he entitled to reduce the amount of any compensation or benefits payable to the Executive hereunder by any amounts received by the Executive in connection with any alternative employment, and the Executive shall not be required to pay the Company any amounts that he may receive from any such alternative employment or otherwise.

7.11 Venue. Each of the parties submits to the jurisdiction of any state or federal court sitting in Hillsborough County, Florida, in any action or proceeding arising out of or relating to this Agreement and agrees that such courts will be the sole and exclusive venue for all disputes arising out of, or related to, this Agreement.

7.12 Entire Agreement/Amendment. With respect to the subject matter of this Agreement, this Agreement supersedes all previous contracts and constitutes the entire agreement existing between or among the parties. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements contained in this Agreement and no others. All prior representations or agreements, whether written or oral, not expressly

10

incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by the parties hereto. The Company and the Executive shall reasonably cooperate with respect to, and may jointly amend or modify the 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.

11

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above, to be effective as of the Effective Date.

COMPANY:
SWITCH & DATA FACILITIES COMPANY, INC.
By:	/s/ William K. Luby
	William K. Luby, Chairman
EXECUTIVE:
KEITH OLSEN
/s/ Keith Olsen

12

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED

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 (“Company”), and GEORGE A. POLLOCK, JR. (“Employee”) effective as of December 18, 2008 (the “Effective Date”).

In consideration of the employment by Company, and of the compensation and other remuneration to be paid by Company to Employee for such employment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Employee, Company and Employee agree as follows:

ARTICLE 1

EMPLOYMENT AND DUTIES

1.1 Employment: Effective Date. Subject to the terms of this Agreement, Company agrees to employ Employee, and Employee agrees to be employed by Company, beginning as of the Effective Date and continuing until the last day of the Stated Term (as hereinafter defined) unless earlier terminated or extended in accordance with this Agreement (such period of employment being referred to herein as the “Term”).

1.2 Position. During the Term, Employee shall serve as the Senior Vice President, Chief Financial Officer and Treasurer. 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 (the “Switch & Data Group”).

1.3 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.

1.4 Duty of Loyalty. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of Switch & Data Group and to do no act that would injure the business, interests or reputation of Company or any of its subsidiaries or affiliates. In keeping with these duties, Employee shall make full

disclosure to Company of all business opportunities pertaining to Company’s business and shall not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.

ARTICLE 2

STATED TERM AND TERMINATION OF EMPLOYMENT

2.1 Stated Term and Extensions. The stated term (the “Stated Term”) of this Agreement shall commence on the Effective Date and end on December 31, 2009. Unless either of the parties provides written notice of termination to the other party at least 45 days prior to the expiration of the Stated Term, this Agreement shall automatically extend for an additional calendar year (an “Extended Year Term”). Thereafter, this Agreement shall automatically extend for additional Extended Year Terms, unless either of the parties provides written notice of termination to the other party at least 45 days prior to the expiration of the then current Extended Year Term.

2.2 Company’s Right to Terminate. Notwithstanding the provisions of Section 2.1, Employee’s employment shall terminate prior to the expiration of the Stated Term or any Extended Year Term as follows: (a) Employee’s employment shall automatically terminate upon Employee’s death and (b) Company shall have the right to terminate Employee’s employment at any time for any of the following reasons:

(i) upon Total Disability (as defined below);

(ii) for Cause (as defined below); or

(iii) for any reason not described in Section 2.2(a) or 2.2(b)(i) or (ii), in the sole discretion of the Board of Directors, by giving Employee 30 days’ advance notice (“Without Cause Termination”).

“Total Disability” shall mean the occurrence of any circumstances in which Employee, by reason of illness, incapacity or other disability, has failed to perform his duties or fulfill his obligations under this Agreement for a cumulative total of 130 days in any 12-month period. Any questions as to the existence of Total Disability of Employee as to which Employee and the Company cannot agree shall be determined in writing by a qualified independent physician, mutually acceptable to Employee and the Company. If Employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such a determination in writing. The determination of a Total Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of this Agreement.

“Cause” shall mean that 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 Company policy or code of conduct established by Company, which policy or code of conduct was provided to Employee prior to such breach, (E) has willfully engaged in conduct that is materially injurious

2

to 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 Employee by Company of such breach or (G) has voluntarily resigned.

2.3 Employee’s Right to Terminate for “Good Reason”. Employee may terminate his employment hereunder for Good Reason at any time during the Term, in which event Employee shall resign from all of his positions with 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 Employee by Company of duties inconsistent with Employee’s position as Senior Vice President or Chief Financial Officer, 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 Total Disability; provided, that “Good Reason” shall not occur pursuant to this Section 2.3(a) unless and until such assignment, significant reduction or significant change remains uncorrected for 30 days following written notice to Company by Employee of same;

(b) A reduction by Company in the Base Salary or benefits received by Employee in violation of this Agreement; provided, that “Good Reason” shall not occur pursuant to this Section 2.3(b) unless and until such reduction of Base Salary or benefits remains uncorrected for 30 days following written notice to Company by Employee of same;

(c) Unless consented to by Employee, Company and its affiliates shall no longer engage in the business of providing colocation and ancillary services by reason of an action taken by a majority of the Board; or

(d) The occurrence of a Change of Control. As used herein, the term “Change of 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 similar transaction involving the Parent, 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.

3

2.4 Effect of Termination.

(a) If Employee’s employment shall terminate upon the expiration of the Stated Term or any Extended Year Term, then, all compensation and all benefits to Employee hereunder shall terminate contemporaneously with such termination of employment.

(b) If Employee’s employment shall terminate prior to the expiration of the Stated Term or an Extended Year Term, then, upon such termination, regardless of the reason therefor, all compensation and benefits to Employee hereunder shall terminate contemporaneously with such termination; provided, that upon any Without Cause Termination or any termination for Good Reason, subject to subsection 2.4(d) below, Company shall continue to pay Employee the Base Salary (as defined below) plus the pro rated bonus amount for that calendar year plus medical insurance premiums for a period of 12 months after such termination, 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. Such Base Salary to be adjusted for any increases in salary.

(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 2.3 shall be received by Employee as liquidated damages, and Employee shall not have any right to any other payment or damages except for such liquidated damages.

(d) With respect to the payments provided by subsection 2.4(b) above (the "Termination Payments"), to the extent necessary to avoid the imposition of additional income taxes or penalties or interest on Employee under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), Company shall not make any Termination Payments before the date which is 6 months after the date of the Without Cause Termination or termination for Good Reason, whichever is applicable (the "Termination Date"), and the Termination Payments which Employee would otherwise be entitled to receive during the first 6 months following the Termination Date shall be accumulated and paid on the first day of the seventh month following the Termination Date.

ARTICLE 3

COMPENSATION AND BONUSES

3.1 Base Salary. During the Term, Company shall pay Employee a base salary equal to $240,000 per year (the “Base Salary”), which Company shall pay to Employee consistent with Employer’s payroll procedures.

3.2 Bonuses. During the Term, Company anticipates paying Employee an annual bonus targeted at 50% of Employee’s Base Salary; provided, that the amount of such bonus, while targeted at 50% of Base Salary, shall be subject to financial criteria established by the Board and other business concerns identified by the Board at such time.

3.3 Benefits. During the Term, Employee shall be allowed to participate in Company’s health benefit plan and Company’s 401(k) plan. Company shall not, however, by reason of this paragraph, be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any such plan or program, so long as such changes, if any, are similarly applicable to executive employees generally.

4

ARTICLE 4

PROTECTION OF INFORMATION

4.1 Disclosure to and Property of Company. All information, designs, ideas, concepts, improvements, product developments, discoveries, and inventions, whether patentable or not, which are conceived, made, developed, or acquired by Employee, individually or in conjunction with others, during the Term (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to 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 Company and are and shall be the sole and exclusive property of 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 Company or its affiliates. Upon termination of Employee’s employment by Company, for any reason, Employee promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to Company.

4.2 Disclosure to Employee. Company shall disclose to Employee, or place Employee in a position to have access to or develop, Confidential Information and Work Product of Company or its affiliates. Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information or Work Product and to the same extent, and on the same basis, as Company’s or its affiliates’ Confidential Information and Work Product.

4.3 No Unauthorized Use or Disclosure. Employee will not, at any time during or after Employee’s employment by Company, make any unauthorized disclosure of Confidential Information or Work Product of Company or its affiliates, or make any use thereof, except in the carrying out of Employee’s responsibilities hereunder.

4.4 Assistance by Employee. Both during the period of Employee’s employment by Company and thereafter, Employee shall assist Company and its nominee, at any time, in the protection of 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 Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

4.5 Remedies. Employee acknowledges that money damages would not be sufficient remedy for any breach of this Article 4 by Employee, and Company or its affiliates shall be

5

entitled to enforce the provisions of this Article 4 by terminating payments then owing to 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 Employee and his agents.

ARTICLE 5

STATEMENTS CONCERNING COMPANY

5.1 In General. Employee shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about 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 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 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 Company or any of its affiliates; or that place 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 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 Company and its affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.

ARTICLE 6

INDEMNIFICATION

Parent shall indemnify Employee to the same extent as directors and officers of the Parent are indemnified by Parent, which indemnification procedures are set forth in Article 6 of the Parent’s Bylaws. Any amendment or modification to the Bylaws shall not affect Employee’s indemnification rights hereunder unless such amendment or modification results in an expansion of such indemnification rights.

ARTICLE 7

NONCOMPETITION

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 that is competitive with that 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;

6

(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 (1) 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 Company to:	Switch and Data Management Company LLC Attention: Chief Executive Officer 1715 N Westshore Blvd, Suite 650 Tampa, Florida 33607 With a copy to: Mr. Robert Grammig Holland & Knight LLP 100 North Tampa Street Suite 4100 Tampa, FL 33602-3644
If to Employee to:	Mr. George A. Pollock, Jr. 18716 Lithia Towne Road Lithia, Florida 33547

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.

7

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, Company and 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 Company and Employees' 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. 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 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 Company and any successor of Company, by merger or otherwise. Except as provided in the preceding sentence, 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.

8.10 Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Employee by Company. Company and Employee shall reasonably cooperate with respect to and

8

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.

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.

(i) 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”);

(ii) 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 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;

(iii) 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;

(iv) The Arbitration shall be final and binding on the parties; and

(v) The parties acknowledge that they are waiving their right to seek remedies in court, including the right to a jury trial.

[Signature Page Follows]

9

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above, to be effective as of the Effective Date.

COMPANY:
SWITCH AND DATA MANAGEMENT COMPANY LLC
By:	/s/ Keith Olsen
Name:	Keith Olsen
Title:	Chief Executive Officer
George A. Pollock, Jr.
/s/ George A. Pollock, Jr.

10

EX-10.3

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

i

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

ii

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”).

2

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

3

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.

4

(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,

5

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

6

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

7

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

8

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

9

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.

10

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]

11

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