8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 2, 2014

Date of Report (Date of Earliest Event Reported)

DUPONT FABROS TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (State or Other Jurisdiction of Incorporation) 001-33748 (Commission File Number) 20 - 8718331 (I.R.S. Employer Identification No.)

1212 New York Avenue, N.W., Suite 900

Washington, D.C. 20005

(Address of Principal Executive Offices) (Zip Code)

(202) 728-0044

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

¨
Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(e)

First Amendment to Third Amended and Restated Employment Agreement of President and Chief Executive Officer

On December 2, 2014 (the “Effective Date”), DuPont Fabros Technology, Inc. (the “Company”) and one of its subsidiaries, DF Property Management LLC, entered into a first amendment (the “Amendment”) to the third amended and restated employment agreement (the “Original Agreement”) with Hossein Fateh, President and Chief Executive Officer of the Company. The Amendment extends for one year the term of the Original Agreement, which now will expire on December 2, 2015, with no provision for renewal.

Other than as described above, the terms of the Original Agreement have not been changed by the Amendment.

Adjustments to Annual Base Salary of Chief Financial Officer

On December 2, 2014, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company increased the annual base salary of Jeffrey H. Foster, the Company’s Executive Vice President and Chief Financial Officer by 15%, to $391,000.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

10.1 First Amendment to Third Amended and Restated Employment Agreement, dated December 2, 2014, by and among DuPont Fabros Technology, Inc., DF Property Management LLC and Hossein Fateh

SIGNATURE

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.

	DUPONT FABROS TECHNOLOGY, INC.
December 8, 2014	/s/ Richard A. Montfort, Jr.
	Richard A. Montfort, Jr.
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Third Amended and Restated Employment Agreement, dated December 2, 2014, by and among DuPont Fabros Technology, Inc., DF Property Management LLC and Hossein Fateh.

EX-10.1

Exhibit 10.1

HOSSEIN FATEH

FIRST AMENDMENT

TO

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 2, 2014 (the “Effective Date”), by and between DuPont Fabros Technology, Inc., a Maryland corporation (the “Company”), DF Property Management LLC, a Delaware limited liability company (the “LLC”), and Hossein Fateh (the “Executive”).

WHEREAS, the Company and the Executive have previously entered into a Third Amended and Restated Employment Agreement dated as of February 5, 2013 (the “Original Agreement”) pursuant to which the Executive serves as the President and Chief Executive Officer of the Company;

WHEREAS, the term of the Original Agreement expired on December 1, 2014;

WHEREAS, the Company, the LLC and the Executive now desire to amend the terms of the Original Agreement to extend the term of the Original Agreement for one (1) year.

Accordingly, the parties hereto agree as follows:

1.Section 1 of the Original Agreement is hereby amended and restated to read as follows:

Term. The Company and the LLC shall continue to employ the Executive, and the Executive hereby accepts such continued employment for a term under this Agreement that shall commence on the Effective Date and end on December 1, 2015, unless sooner terminated in accordance with the provisions of Section 4 or Section 5 (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”).

2.Unless specifically modified herein, all other terms and conditions of the Original Agreement shall remain in effect.

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

DUPONT FABROS TECHNOLOGY, INC.

By: /s/ Richard A. Montfort, Jr.

Name:Richard A. Montfort, Jr.

Title: Executive Vice President, General Counsel and Secretary

DF PROPERTY MANAGEMENT LLC

By: DuPont Fabros Technology, L.P.,

its Managing Member

By: DuPont Fabros Technology, Inc.,

its General Partner

By: /s/ Richard A. Montfort, Jr.

Name:Richard A. Montfort, Jr.

Title: Executive Vice President, General Counsel and Secretary

/s/ Hossein Fateh

Name: Hossein Fateh