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

January 5, 2016

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)

Adoption of 2016 Long-Term Incentive Compensation Plan

On January 5, 2016, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of DuPont Fabros Technology, Inc. (the “Company”) adopted the Company’s 2016 Long-Term Incentive Compensation Plan (the “2016 LTIC Plan”) for plan participants, including the named executive officers. Lammot J. du Pont, the Company’s Chairman of the Board, will not be a participant in the 2016 LTIC Plan.

The 2016 LTIC Plan includes performance-vesting stock units (“Performance Units”) and shares of time-vesting restricted common stock of the Company (“Restricted Stock”).

The Performance Units vest on February 1, 2019, but only if (a) the participant remains continuously employed by the Company or an affiliate of the Company until that date, (b) with respect to one-half of each Performance Unit award, the total stockholder return of the Company’s common stock for the three-year performance period beginning on January 1, 2016 (the “Performance Period”) meets or exceeds the return of the MSCI US REIT Index for the Performance Period, and (c) with respect to the remaining half of each Performance Unit award, the total stockholder return of the Company’s common stock for the Performance Period meets or exceeds the return of an index of publicly-traded data center companies for the Performance Period.

The Restricted Stock awards vest ratably in three equal portions on each of March 1, 2017, 2018 and 2019 so long as the participant remains continuously employed by the Company or an affiliate of the Company from the date of the grant through the applicable vesting date.

On January 5, 2016, the Committee approved the following equity-based incentive awards under the 2016 LTIC Plan:

• Christopher P. Eldredge, the Company’s President and Chief Executive Officer, 48,062 Performance Units;

• Jeffrey H. Foster, the Company’s Executive Vice President and Chief Financial Officer, 22,429 Performance Units;

• Maria Kenny, the Company’s Executive Vice President, Chief Development Officer, 12,817 Performance Units;

• Richard A. Montfort, the Company’s Executive Vice President, General Counsel and Secretary, 6,409 Performance Units and 6,409 shares of Restricted Stock; and

• James W. Armstrong, the Company’s Chief Accounting Officer, 2,404 Performance Units and 2,404 shares of Restricted Stock.

Copies of the 2016 LTIC Plan and the forms of the Performance Stock Unit Award Agreement and Restricted Stock Award Agreement are attached to this report as exhibits. The summary set forth above is qualified in its entirety by reference to each of these documents.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	2016 Long-Term Incentive Compensation Plan
10.2	Form of Performance Stock Unit Award Agreement
10.3	Form of Restricted Stock Award Agreement

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.
January 11, 2016	/s/ Richard A. Montfort, Jr.
	Richard A. Montfort, Jr.
	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	2016 Long-Term Incentive Compensation Plan
10.2	Form of Performance Stock Unit Award Agreement
10.3	Form of Restricted Stock Award Agreement

EX-10.1

Exhibit 10.1

DUPONT FABROS TECHNOLOGY, INC.

2016 LONG TERM INCENTIVE COMPENSATION PLAN

The DuPont Fabros Technology, Inc. Long Term Incentive Compensation Plan (the “LTIP”) was adopted effective January 5, 2016 (the “Effective Date”), by the Compensation Committee of the Board of Directors (the “Committee”) of DuPont Fabros Technology, Inc., a Maryland corporation (the “Company”) to provide equity-based awards to those employees of the Company and its subsidiaries who are in a position to contribute to the achievement by the Company and its subsidiaries of significant improvements in profit performance and growth. Awards under the LTIP may take the form of awards of shares of restricted common stock of the Company (“Restricted Stock”) and performance-vesting stock units (“PerformanceUnits”). Awards under the LTIP are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code, and the LTIP shall be interpreted and administered in a manner consistent with that intent.

The LTIP shall be administered by the Committee. The Committee shall have full power and authority to administer and interpret the LTIP and any awards made under the LTIP, and its interpretations shall be conclusive and binding on all persons. The Committee’s power and authority shall include, without limitation, the authority to adopt and periodically review such rules and regulations as it deems necessary or advisable in order to properly carry out the provisions and purposes of the LTIP.

All salaried employees of the Company shall be eligible to participate in the LTIP. The Chief Executive Officer of the Company (the “CEO”), subject to the approval of the Committee, shall designate the specific employees who will participate in the LTIP (each, a “Participant”) and establish the amount and form of each Participant’s awards. The Committee shall establish the amount and form of awards for the CEO.

Awards shall be made on or about the Effective Date. The form of each award shall be as follows:

• For an employee below the senior vice president level, one hundred percent (100%) of the award shall be in the form of Restricted Stock; and

• For an employee at the CEO, senior vice president or executive vice president level, some or all of the award shall be in the form of Performance Units, and any remaining portion of the award shall be in the form of Restricted Stock, all as approved by the Committee.

The dollar value of each award (or portion of an award) shall be converted into a number of shares of Restricted Stock or Performance Units (as applicable) on the award date using a price per share of $31.21.

Awards of Restricted Stock shall vest over three (3) years, with one-third of each such portion vesting on March 1, 2017, an additional one-third on March 1, 2018, and the remaining one-third on March 1, 2019, in each case only if the Participant remains in continuous Service from the Grant Date through such applicable vesting date.

Awards of Performance Units shall vest if (a) the Participant remains in continuous Service from the Grant Date until February 1, 2019, (b) with respect to one-half of each Performance Unit award, the Total Shareholder Return of the Company’s Common Stock for the 3-year performance period that commences on January 1, 2016 (the “Performance Period”) meets or exceeds the return of the MSCI US REIT Index for the Performance Period, and (c) with respect to remaining half of each Performance Unit award, the Total Shareholder Return of the Company’s Common Stock for the Performance Period, meets or exceeds

the return of an index of publicly-traded data center companies for the Performance Period, as such terms are defined by and such criteria are established by the Committee and set forth in the applicable award agreement.

The CEO (or Committee) may include additional terms in an individual award agreement relating to the effect of a change in control of the Company or early termination of the Participant’s employment with the Company.

The selection of an employee as a Participant shall not confer any right on the employee to receive an award under the LTIP or to continue in the employ of the Company or limit in any way the right of the Company to terminate such Participant’s employment at any time.

The Board of Directors may amend, suspend or terminate the LTIP at any time.

The LTIP and any awards under the LTIP shall be governed by the laws of the State of Maryland.

EX-10.2

Exhibit 10.2

DUPONT FABROS TECHNOLOGY, INC.

Restricted Stock Award Agreement

Issued Under the 2016 Long-Term Incentive Compensation Plan

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), effective as of the ____ day of January, 2016, governs an award granted by DUPONT FABROS TECHNOLOGY, INC., a Maryland corporation (the “Company”), of common stock of the Company, par value $0.001 per share (“Common Stock”), to __________________________ (the “Participant”), in accordance with and subject to the provisions of the Company’s 2011 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All capitalized terms used, but not defined, in this Agreement shall have the meaning given such terms in the Plan.

1.Grant of Awards. In accordance with the Plan, and effective as of the date of this Agreement (the “Date of Grant”), the Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of _____________________ (______) shares of Common Stock (the “Restricted Stock Award”).

2.Vesting. The Participant’s interest in the shares of Common Stock covered by the Restricted Stock Award shall become vested and nonforfeitable to the extent provided below.

(a)Continued Service.

(i)The Participant’s interest in ______ of the shares of Common Stock covered by the Restricted Stock Award shall become vested and nonforfeitable on March 1, 2017, if the Participant remains in continuous Service from the Date of Grant until March 1, 2017.

(ii)The Participant’s interest in an additional ______ shares of Common Stock covered by the Restricted Stock Award shall become vested and nonforfeitable on March 1, 2018, if the Participant remains in continuous Service from the Date of Grant until March 1, 2018.

(iii)The Participant’s interest in the remaining _____ shares of Common Stock covered by the Restricted Stock Award shall become vested and nonforfeitable on March 1, 2019, if the Participant remains in continuous Service from the Date of Grant until March 1, 2019.

(b)Change in Control. The Participant’s interest in all of the shares of Common Stock covered by the Restricted Stock Award (if not sooner vested), shall become vested and nonforfeitable on a Change in Control if the Participant remains in continuous Service from the Date of Grant until the effective date of the Change in Control.

(c)Death or Disability. In the event of (1) Participant’s death, or (2) Participant’s employment is terminated based on Participant’s Disability, Participant’s interest in the shares of Common Stock covered by the Restricted Stock Award (if not sooner vested) that would have become vested during the twelve (12) month period commencing on the date of death or such termination if Participant had remained employed with the Company or an Affiliate during such period shall become vested and nonforfeitable as of the date of death or such termination.

Except as provided in this Section 2 or any other agreement with the Company to which the Participant is a party, any shares of Common Stock covered by the Restricted Stock Award that are not vested and nonforfeitable on or before the date of the Participant’s termination of Service shall be forfeited on the date that such Service terminates.

3.Transferability. Shares of Common Stock covered by the Restricted Stock Award that have not become vested and nonforfeitable under Section 2 cannot be transferred.

4.Stockholder Rights. On and after the Date of Grant and prior to the forfeiture of shares of Common Stock covered by the Restricted Stock Award, the Participant shall have all of the rights as stockholder of the Company with respect to such shares, including the right to vote the shares and to receive, free of all restrictions, all dividends declared with respect to such shares. Notwithstanding the preceding sentence, any shares

of Common Stock issued with respect to the shares of Common Stock covered by the Restricted Stock Award in a stock dividend, stock split, or similar event, shall be vested and transferable to the extent that the shares of Common Stock covered by this Stock Award become vested and transferable under Section 2.

5.Withholding. The Participant and the Company shall make arrangements acceptable to the Company for the satisfaction of any federal, state and local tax withholding requirements associated with the Restricted Stock Award.

6.No Right to Continued Employment. The grant of the Restricted Stock Award does not give the Participant any right with respect to continuance of Service, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his Service at any time.

7.Governing Law. This Agreement shall be governed by the laws of the State of Maryland.

8.Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.

9.Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions of the Plan.

10.Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and his or her successors in interest and the successors of the Company.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement effective as of the date set forth above.

DUPONT FABROS TECHNOLOGY, INC.	[PARTICIPANT]
By: _______________________________	___________________________________
Name: Title:

EX-10.3

Exhibit 10.3

DUPONT FABROS TECHNOLOGY, INC.

Stock Unit Award Agreement

Issued Under the 2016 Long-Term Incentive Compensation Plan

THIS STOCK UNIT AWARD AGREEMENT (the “Agreement”), effective as of the ____ day of January, 2016 (the “Grant Date”), governs an award granted by DUPONT FABROS TECHNOLOGY, INC., a Maryland corporation (the “Company”), of stock units for shares of the common stock of the Company, par value, $0.001 per share (“Common Stock”), to __________________________ (the “Participant”), in accordance with and subject to the provisions of the Company’s 2011 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. Capitalized terms used, but not defined, in this Agreement shall have the meaning given such terms in the Plan.

1.Grant of Awards. In accordance with the Plan, and effective as of the Grant Date, the Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of _______________ (______) stock units (the “Stock Unit Award,” with the number set forth in this sentence being the “Target Award”).

2.Vesting. The Participant’s interest in the stock units covered by the Stock Unit Award shall become vested as provided in this Section.

(a)Company Total Shareholder Return Compared to RMS Return. One-half of the Participant’s interest in the stock units covered by the Stock Unit Award (the “RMS Return Target Award”) shall become vested as provided in the schedule below, if (i) the Participant remains in continuous Service from the Grant Date until the Vesting Date, and (ii) the Company’s Total Shareholder Return for the Performance Period, meets or exceeds the RMS Return for the Performance Period. The specific number of stock units that may vest with respect to the RMS Return Target Award shall be determined in accordance with the following:

Performance Level	Performance Requirements	Number of Stock Units that Vest
Below Target	Total Shareholder Return is below the RMS Return	None
Target	Total Shareholder Return equals the RMS Return	100% of RMS Return Target Award
Maximum	Total Shareholder Return is 300 basis points or more greater than the RMS Return	300% of the RMS Return Target Award

In the event that the Performance Level is between the “Target” and “Maximum” levels (as set forth in the table above), the number of stock units that will vest with respect to the RMS Return Target Award will be interpolated on a straight line basis, between 100% and 300% of the RMS Return Target Award. If at the end of the Performance Period, none of the stock units covered by the Stock Unit Award related to RMS Return Target Award have vested in accordance with the criteria set forth above, the portion of the Stock Unit Award related to RMS Return Target Award will immediately lapse in its entirety. Except as provided in this Agreement, any stock units covered by the portion of the Stock Unit Award related to RMS Return Target Award that are not vested and nonforfeitable on or before the date of the Participant’s termination of Service shall be forfeited on the date that such Service terminates.

Notwithstanding anything in this Agreement to the contrary, if the Total Shareholder Return for the Performance Period is negative, the calculated payouts will be reduced by 50%. By way of example, if the Total Shareholder Return for the Performance Period was negative 5.0%, while the RMS Return for the Performance Period was negative 8.0%, then the Participant will vest in a number of stock units equal to 150% of the RMS Return Target Award.

(b)Company Total Shareholder Return Compared to Data Center Index Return. One-half of the Participant’s interest in the stock units covered by the Stock Unit Award (the “Data Center Index Return Target Award”) shall become vested as provided in the schedule below, if (i) the Participant remains in continuous Service from the Grant Date until the Vesting Date, and (ii) the Company’s Total Shareholder Return for the Performance Period, meets or exceeds the Data Center Index Return for the Performance Period. The specific number of stock units that may vest with respect to the Data Center Index Return Target Award shall be determined in accordance with the following:

Performance Level	Performance Requirements	Number of Stock Units that Vest
Below Target	Total Shareholder Return is below the Data Center Index Return	None
Target	Total Shareholder Return equals the Data Center Index Return	100% of Data Center Index Return Target Award
Maximum	Total Shareholder Return is 300 basis points or more greater than the Data Center Index Return	300% of the Data Center Index Return Target Award

In the event that the Performance Level is between the “Target” and “Maximum” levels (as set forth in the table above), the number of stock units that will vest with respect to the Data Center Index Return Target Award will be interpolated on a straight line basis, between 100% and 300% of the Data Center Index Return Target Award. If at the end of the Performance Period, none of the stock units covered by the Stock Unit Award related to Data Center Index Return Target Award have vested in accordance with the criteria set forth above, the portion of the Stock Unit Award related to Data Center Index Return Target Award will immediately lapse in its entirety. Except as provided in this Agreement, any stock units covered by the portion of the Stock Unit Award related to Data Center Index Return Target Award that are not vested and nonforfeitable on or before the date of the Participant’s termination of Service shall be forfeited on the date that such Service terminates.

Notwithstanding anything in this Agreement to the contrary, if the Total Shareholder Return for the Performance Period is negative, the calculated payouts will be reduced by 50%. By way of example, if the Total Shareholder Return for the Performance Period was negative 5.0%, while the Data Center Index Return for the Performance Period was negative 8.0%, then the Participant will vest in a number of stock units equal to 150% of the Data Center Index Return Target Award.

(c)Definitions. For purposes of this Agreement

(i)“Closing Data Center Index Value” shall mean the average value of the Data Center Index over the twenty consecutive trading days that include and immediately precede the last day of the Performance Period, determined using a weighted average based on the market capitalization of each company that comprises the Data Center Index.

(ii)“Closing RMS Value” shall mean the average value of the MSCI US REIT Index (RMS) over the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

(iii)“Closing Stock Price” shall mean the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

(iv)“Data Center Index” shall mean the following companies: CoreSite Realty Corporation, CyrusOne Inc., Digital Realty Trust Inc., Equinix, Inc. and QTS Realty Trust, Inc.; provided, however, that in the event that any of the aforementioned companies that comprise the Data Center Index is acquired, dissolved, liquidated or a party to a business combination in which it is not the surviving entity (or any similar transaction), the composition of the Data Center Index shall be modified by the Committee in good faith.

(v)“Data Center Index Return” shall mean, with respect to a Performance Period, the total percentage return of the Data Center Index, including dividends and other distributions by a company included in the Data Center Index, based on the Initial Data Center Index Value and the Closing Data Center Index Value for such Performance Period, and determined using a weighted average based on the market capitalization of each company that comprises the Data Center Index.

(vi)“Initial Data Center Index Value” shall mean the average value of the Data Center Index over the twenty consecutive trading days immediately preceding the first day of the Performance Period, determined using a weighted average based on the market capitalization of each company that comprises the Data Center Index.

(vii)“Initial RMS Value” shall mean the average value of the MSCI US REIT Index (RMS) over the twenty consecutive trading days immediately preceding the first day of the Performance Period.

(viii)“Initial Stock Price” shall mean the average closing price of one share of Common Stock for the twenty consecutive trading days immediately preceding the first day of the Performance Period.

(ix)“Performance Period” shall mean the three calendar year period commencing on January 1, 2016 and ending on January 1, 2019, provided, however, that (A) in the event of the termination of a Participant’s Service due to death or Disability, the Performance Period shall end on the date of such Participant’s termination of Service, and (B) in the event of a Change in Control as defined in Section 4, the Performance Period shall end as of the effective date of the Change in Control.

(x)“RMS Return” shall mean the percentage change of the MSCI US REIT Index (RMS) over the Performance Period, which shall be established by comparing the Initial RMS Value to the Closing RMS Value, provided, however, that in the event the MSCI US REIT Index is discontinued or its methodology significantly changed, a comparable index shall be selected by the Committee in good faith.

(xi)“Total Shareholder Return” shall mean, with respect to a Performance Period, the total percentage return per share of Common Stock, assuming contemporaneous reinvestment in the Common Stock of all dividends and other distributions at the closing price of one share of Common Stock on the date such dividend or other distribution was paid, based on the Initial Stock Price and the Closing Stock Price for such Performance Period.

(xii)“Vesting Date” shall mean February 1, 2019.

3.Delivery. If any portion of the Stock Unit Award vests, the Company will issue the number of shares of Common Stock determined under this Agreement as soon as practicable following the Vesting Date (the “Delivered Common Stock”), but in no event later than thirty-days following the Vesting Date (such date of delivery, the “Delivery Date”).

4.Effect of Death or Disability. If the Participant’s Service is terminated due to his death or Disability, the Performance Period shall end on the date of such termination of Service, and the Participant shall vest in the number of stock units, at the “Target” Performance Level, provided that the total number of stock units to which the Participant will be entitled shall be prorated by multiplying the number of stock units to which the Participant would otherwise be entitled by a fraction, the numerator of which is the number of days from January 1, 2016 until the date of the Participant’s termination of Service and the denominator is the number of days from January 1, 2016 to January 1, 2019.

5.Effect of Termination without Cause. If the Participant’s Service is terminated by the Company without Cause, or the Participant terminates his or her Service with Good Reason, and the Participant is a party to an employment or other similar agreement that sets forth the treatment of a performance vesting award upon such a termination of Service, then the treatment of this Stock Unit Award will be as set forth in such employment or other similar agreement. If the Participant’s Service is terminated by the Company without Cause, or the Participant terminates his or her Service with Good Reason, and the Participant is a party to an employment or other similar agreement that does not set forth the treatment of a performance vesting award upon a termination without Cause or with Good Reason, the treatment of the Participant’s Stock Unit Award will be determined in the same manner as Section 4. For purposes of this section, “Cause” and “Good Reason” shall have the meaning given to such term in the Participant’s employment or other similar agreement.

6.Effect of Change in Control. In the event of a Change in Control, the Performance Period shall be terminated as of the Change in Control and the Closing Stock Price shall be deemed to be the price per share of Common Stock received by stockholders in the Change in Control, provided, however, that in the event of a Change in Control in which stockholders do not receive a price per share for their Common Stock, the Closing Stock Price shall be determined in accordance with the procedures set forth in Section 2. A Participant's interest in the stock units covered by the Stock Unit Award (if not sooner vested) shall become vested and nonforfeitable as of the Change in Control if the Participant remains in continuous Service from the Grant Date until the effective date of the Change in Control, and the number of stock units that comprise the Stock Unit Award that shall vest and become nonforfeitable shall be the greater of: (a) the Target Award; and (b) the calculated value as determined pursuant to Section 2 above for the abbreviated Performance Period.

7.Transferability. Stock units covered by the Stock Unit Award that have not become vested and nonforfeitable under this Agreement cannot be transferred.

8.Stockholder Rights. The Participant does not have any of the rights of a stockholder with respect to any unvested stock unit, including voting and dividend rights.

9.Withholding. The Participant must make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the stock units or the shares of Common Stock. In the event that the Company or an Affiliate, as applicable, determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of stock units or receipt of shares of Common Stock arising from this grant, the Company or an Affiliate, as applicable, shall have the right to require such payments from the Participant, or to withhold such amounts from other payments due to the Participant from the Company or an Affiliate, as applicable. Unless otherwise determined by the Company, the Company shall withhold the delivery of vested shares of Common Stock otherwise deliverable under this Agreement to meet such obligations. The shares of Stock so withheld shall have an aggregate Fair Market Value equal to such withholding obligations.

10.No Right to Continued Employment. The grant of the Stock Unit Award does not give the Participant any right with respect to continuance of Service, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his Service at any time.

11.Adjustments. Notwithstanding anything herein to the contrary, the Committee, in its sole discretion, may make appropriate adjustments to the Target Award and any of the metrics set forth in Section 2 in connection with or as a result of any of the following events that have occurred after the Grant Date: reorganization, recapitalization, reclassification, stock dividend (after taking into consideration any payments to be made pursuant to Section 8), stock split, reverse stock split or other similar changes in the Common Stock, if the outstanding

shares of Common Stock or the securities that comprise the Data Center Index) are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional share of new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock or other securities. In addition, notwithstanding anything herein to the contrary, the Committee, in its sole discretion, may make appropriate adjustments to the MSCI US REIT Index (RMS), or the RMS Return, or the securities that comprise the Data Center Index, or the Data Center Index Return, to account for any changes to such index, including, without limitation, any of the changes described above in this section.

12.Governing Law. This Agreement shall be governed by the laws of the State of Maryland.

13.Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.

14.Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions of the Plan.

15.Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and his or her successors in interest and the successors of the Company.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement effective as of the date set forth above.

DUPONT FABROS TECHNOLOGY, INC.	[PARTICIPANT]
By: _______________________________	___________________________________
Name: Title: