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Equinix, Inc.（「公司」）與Scott Crenshaw（「員工」）簽訂此「解雇協議和一般性訴訟放棄協議」（本「協議」）以解決員工可能對公司和所有已釋放方（如下所定義）提出的所有已知和未知索賠。除了受聯邦法律管轄的範疇外，本協議應受德克薩斯州的法規和普通法管轄，不包括要求使用其他司法管轄區法律的法規。

(b)終止日期員工與公司的僱傭關係將於2024年9月26日終止（“終止日期”）。在終止日期，員工將收到最後工資，其中將包括截至終止日期獲得的所有工資（包括但不限於加班費、或其他工資）和已賺取但未使用的PTO，扣除標準扣繳和授權扣除。任何其他已賺取福利（以下定義）將根據條款提供的時間表支付。截至終止日期，員工將辭去員工在公司及其聯屬公司擔任的所有董事職位。

iv.在員工根據1985年《綜合預算調整和協調法案》（COBRA）及時且有效地選擇後，公司將退款員工及員工符合資格的受扶養人根據公司集體健康計劃繼續保險的部分費用，該費用超過員工在成為在職員工期間適用的員工部分費用，並在終止日期後的12個完整月中繼續（從完整月份開始，其跟隨終止日期）。

除非本文件另有具體規定，關於任何已獲授權之股權獎勵（包括根據本協定授予的任何股權獎勵），或根據COBRA或其他適用法律要求，員工在解雇日期後將不再有資格獲得任何補償或福利，並將停止積極參與公司及其聯屬公司的所有員工福利計劃和安排，解雇日期當日除外，但不包括（i）截至解雇日期已累積並在合乎公司訂立的薪資過程和適用法律的情況下支付的基本薪資，但最遲不能晚於下一個定期支付期間，（ii）未獲發支出的業務費用，員工已按照適用公司政策及時提交適當文件，（iii）根據其條款員工當時有資格獲得的任何金額或福利受公司贊助的福利計劃的條款指定（統稱為「已累積福利」）。為避免疑義，員工在解雇日期尚未獲授予的所有股權獎勵（且不根據本協議授予）將無條件取消且不得獲任何對價。

(a)僱員索償的一般解釋：除第 3 (c) 條所述的索賠以外，除行使受保護權利（如下所定義）外，僱員對於第 3 (e) 條列出的任何已知和未知的索賠、承諾、訴訟原因或類似權利（「索賠」）與僱員在公司僱傭和/或終止僱傭有關的任何已知和未知的索賠、訴訟原因或類似權利（「索賠」）。員工明白員工不會就員工簽署本協議日期之後發生的事件或情況發出索償。員工瞭解僱員要釋放的索償可能會根據許多不同的外國、國內、國家、州或地方法律（包括法規、法規、其他行政指導和普通法教義）而產生，例如下：

反歧視條例，如1964年《公民權利法案》第七條、1866年《公民權利法案》第1981和第1983條、行政命令第11246號、1991年《公民權利法案》、加利福尼亞州公平就業住房法，禁止基於種族、膚色、國籍、宗教或性別的歧視；雇傭年齡歧視法案（“ADEA”）和行政命令11141號，禁止年齡歧視；平等薪酬法，禁止男女同工不同酬；《美國殘疾人士法》（“ADA”）和1973年康復法案第503和504條，禁止基於殘疾的歧視；基因信息及保密法，禁止基於基因檢測的歧視；以及任何其他聯邦、州或地方法律，禁止就實際或被認為的種族、宗教、膚色、國籍、血統、身心障礙、醫療條件、婚姻狀況、性別、懷孕、年齡、性取向、性別認同或其他受保護特徵，在就業方面進行歧視，或者與有、或被認為有這些或其他受保護特徵的人有聯繫。反歧視條例，如1964年《公民權利法案》第七條、1866年《公民權利法案》第1981和第1983條、行政命令第11246號、1991年《公民權利法案》、加利福尼亞州公平就業住房法，禁止基於種族、膚色、國籍、宗教或性別的歧視；雇傭年齡歧視法案（“ADEA”）和行政命令11141號，禁止年齡歧視；平等薪酬法，禁止男女同工不同酬；《美國殘疾人士法》（“ADA”）和1973年康復法案第503和504條，禁止基於殘疾的歧視；基因信息及保密法，禁止基於基因檢測的歧視；以及任何其他聯邦、州或地方法律，禁止就實際或被認為的種族、宗教、膚色、國籍、血統、身心障礙、醫療條件、婚姻狀況、性別、懷孕、年齡、性取向、性別認同或其他受保護特徵，在就業方面進行歧視，或者與有、或被認為有這些或其他受保護特徵的人有聯繫。

Federal and State Employment Statutes, such as the Family Medical Leave Act, the California Family Rights Act; the California Pregnancy Disability Leave Law; Fair Labor Standards Act; Worker Adjustment and Retraining Notification Act (“WARN Act”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Uniformed Services Employment and Reinstatement Rights Act; the Occupational Safety and Health Act; the Sarbanes-Oxley Act; the False Claims Act; the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); the Fair Credit Reporting Act; or any state law counterparts; or any claim for severance pay,

Other Laws and Claims, such as any federal, state, or local laws mandating leaves of absence, restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, retaliatory discharge, tort, physical or personal injury, intentional or negligent infliction of emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, negligent hiring, retention, or supervision claims; any claims for violation of any public policy or statute including any local or municipal laws, regulations or ordinances); any law relating to salary, commission, compensation, benefits; any claims for any payments to which Employee claims he/she may be entitled; any state statute or regulation relating to meal and rest breaks or wage statements; invasion of privacy claims, intentional interference with contract claims negligence claims; detrimental reliance claims; loss of consortium claims; promissory estoppel claims; personal injury claims; common law claims; claims for compensatory or punitive damages; claims for back pay; or any other claims, however styled, relating to or arising out of Employee’s relationship with the Company prior to the execution date of this Agreement.

Examples of released Claims include, but are not limited to the following (except to the extent explicitly preserved by Section 3(c) of this Agreement): (i) Claims that in any way relate to or arose during Employee’s employment with the Company, or the termination of that employment, such as Claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation, PTO or sick pay, (ii) Claims that in any way relate to the design or administration of any employee benefit program, (iii) Claims that Employee has irrevocable or vested rights to severance or similar benefits or to post-employment health or group insurance benefits, (iv) any Claims to attorneys’ fees or other indemnities (such as under the Civil Rights Attorneys’ Fees Act or awards under any applicable private attorneys’ general act), with respect to Claims Employee is releasing, or (v) any claims under the California Fair Employment and Housing Act, California Labor Code sections 200 et seq. (including, without limitation, any bona fide dispute(s) regarding wages owed), California Business & Professions Code sections 17200 et seq., or any other state statute or regulation relating to unfair competition; California Private Attorney Generals Act, California Labor Code section 2699, or any other state statute or regulations relating to private enforcement of state labor codes, and any applicable California Industrial Welfare Commission order.

(b) No Pursuit of Released Claims: If, despite this Agreement, Employee brings a lawsuit asserting any Claim that Employee has released, Employee will be liable to the Released Parties (as defined below) for their attorneys’ fees, other defense costs, and any other damages that Employee’s suit causes, except those attributable to challenges to this Agreement under the ADEA or Older Workers Benefit Protection Act (“OWBPA”). Other than as specifically provided below and except in respect of the Protected Rights, Employee promises not to accept any relief or remedies not set forth in this Agreement as to any Claim Employee has released by signing it.

Subject to the Protected Rights, if Employee files or is included in any administrative charge or investigation or becomes a member of a class after the effective date of this Agreement, Employee agrees to waive any and all right to monetary recovery should any administrative or governmental agency (such as the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any state or local agencies) or any other person or entity pursue any claims on Employee’s behalf against any Released Party.


Nothing in this Agreement is intended to limit in any way Employee’s future right or ability to file any charge or claim of discrimination with or cooperate in an investigation conducted by the NLRB, the EEOC, or any comparable state or local agency, or any other governmental agency charged with enforcing employment laws. Nor does anything in this Agreement waive Employee’s right to testify in an administrative, legislative or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment on the part of the Company, its agents or employees, where Employee has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.

(c) Claims Not Affected by Release: This Agreement does not affect (i) any claims Employee may have against any of the Released Parties for reimbursement of business expenses pursuant to California Labor Code Section 2802, provided, however, that Employee represents and warrants to the Released Parties and agrees that, to the extent any such claims may otherwise exist, any and all expenditures or losses covered by that statute have been fully reimbursed by the payments made pursuant to this Agreement, (ii) Employee’s right to apply for unemployment or disability compensation to which Employee may be entitled under law or Employee’s right to purchase continuation coverage under the Company’s group health plan which will be offered in accordance with the provisions of COBRA, (iii) claims for any Accrued Benefits and the severance payments and benefits provided under Section 1(c) of this Agreement, (iv) Employee’s right to indemnification under the Company’s directors and officers indemnification policies or any indemnification agreement between the Company and Employee, or any claim relating to directors’ and officers’ liability insurance coverage under the Company’s policies, (v) any claim for workers’ compensation benefits (but it does apply to, waive and affect claims of discrimination and/or retaliation on the basis of having made a workers’ compensation claim), and (vi) Employee’s rights as an equity or security holder in the Company. In addition, this Agreement does not affect any claims that may arise with respect to events or circumstances that occur after the date that Employee signs this Agreement, or which cannot be released by private agreement.


Nothing in this Agreement prevents Employee from filing a charge or complaint, from participating or cooperating in an investigation, from testifying in any action or proceeding, or from providing relevant and truthful information to any court, governmental agency or legislative body, including but not limited to the EEOC or a comparable state or local agency or the NLRB, although by signing this release Employee expressly agrees to waive his or her right to individual relief based on claims asserted in any such charge or complaint. Other than as it relates to the Protected Rights, Employee promises never to seek or accept any damages, remedies or other relief for himself or herself personally (any right to which Employee hereby waives and promises never to accept), with respect to any claim included in this Agreement, in any proceeding, including but not limited to, any NLRB or EEOC proceeding. Notwithstanding anything in this Agreement or otherwise, (i)nothing in this Agreement or otherwise prohibits or limits Employee from filing a charge or complaint with, reporting violations of law to, or otherwise communicating with or participating in any investigation or proceeding conducted by, any federal, state or local government agency or commission (“Government Agencies”), including disclosing documents or other information pertaining to the Company or any of its affiliates without giving notice to, or receiving further authorization from, the Company or an affiliate, (ii)the Company and its affiliates may not retaliate against Employee for any of these activities, and (iii)nothing in this Agreement or otherwise would require Employee to waive any monetary award or other payment that Employee might become entitled to from the Government Agency (the rights and activities described in clauses (i) through (iii), the “Protected Rights”).

(e) Unknown Claims: Employee expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California and any other similar provision of applicable law, and does so understanding and acknowledging the significance of such specific waiver of Section 1542. Section 1542 of the Civil Code of the State of California states as follows:

Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the Company’s Releasees, Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which Employee does not know of or suspects to exist in Employee’s favor at the time of signing this Agreement, and that this Agreement contemplates the release of any such Claim or Claims.

In connection with the foregoing, Employee acknowledges and agrees that upon the execution and performance of this Agreement, Employee has been, to the extent required by law, fully and properly paid for all time worked, received all required breaks, and has been fully reimbursed by Company for all necessary expenses incurred by Employee performing Employee’s duties, in accordance with state and federal laws.

(f) Released Parties: The “Released Parties” means the Company, all current and former parents, subsidiaries, related companies, partnerships, or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), solely in their official capacities as such, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection, and their successors.

(a)Company Property and Debts: Subject to the Protected Rights, Employee has returned to the Company all files, memoranda, documents, records, copies of the foregoing, Company-provided credit cards, keys, building passes, security passes, access or identification cards, and any other property of the Company or any Released Party in Employee’s possession or control. Employee has cleared all expense accounts, repaid everything Employee owes to the Company or any Released Party, paid all amounts Employee owes on Company-provided credit cards or accounts (such as cell phone accounts), and canceled or personally assumed any such credit cards or accounts. Notwithstanding the foregoing, Employee will be able to retain (i) Employee’s rolodex and similar address books (and electronic equivalent) provided that such items only include contact information, (ii) documents and information relating to Employee’s personnel information (such as payroll and tax records) and Employee’s personal rights and obligations, and (iii) Employee’s Company laptop, tablet computer and or mobile phone (subject to the Company having a reasonable opportunity to “scrub” the foregoing for confidential information of the Company) and the Company shall cooperate with Employee in transferring to Employee any wireless accounts (including phone numbers and billing) primarily utilized by Employee if in the Company’s name. To the extent Employee has incurred any necessary and reasonable business expenses on behalf of the Company, Employee will submit acceptable documentation of such expenses no later than 45 days after Employee’s Termination Date so that the Company may reimburse Employee for such expenses pursuant to the Company’s current expense reimbursement policies and procedures.

(b)Taxes: Employee is responsible for paying any taxes on amounts Employee receives under this Agreement. Employee agrees that the Company is entitled to withhold all taxes it determines it is legally required to withhold with respect to payments made under this Agreement. Employee understands and agrees that the Company does not make any representation or assurance as to the tax treatment of any amounts paid under this Agreement, it being understood that Employee has reviewed this Agreement with his own tax and legal advisors and understands the tax and other legal implications of the amounts paid hereunder.

(d)Confidential Information, Trade Secrets, and Existing Obligations: Subject to the Protected Rights, Employee understands that, at all times in the future, Employee will remain bound by the Company’s Proprietary Information and Invention Agreement or Confidential Information and Non-Disclosure Agreement (“PIIA”) that Employee previously signed. Subject to the Protected Rights, Employee acknowledges that Employee’s employment with the Company created a relationship of confidence and trust with respect to any information of a confidential or secret nature disclosed to Employee by the Company or a third party that (i) related to the business of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier of the

Company or any other party with whom the Company agreed to hold information of such party in confidence, (ii) was not generally known to the public or to other persons in the industry, or if generally known, was used, selected or arranged by the Company in a manner not generally known and was made the property of the Company by mutual agreement of the parties by the PIIA, and (iii) that the Company has taken reasonable measures under the circumstances to protect from unauthorized use or disclosure (the “Confidential Information”). Employee agrees and represents that Employee has not disclosed, copied, disseminated, shared or transmitted any Confidential Information to any person, firm, corporation or entity for any reason or purpose whatsoever, except in the course of carrying out Employee’s duties and responsibilities of employment with the Company. Subject to the Protected Rights, Employee also agrees not to make use of any Confidential Information for Employee’s own purposes or for the benefit of any person, firm, corporation or other entity. Subject to the Protected Rights, Employee further warrants and represents that all Confidential Information in Employee’s possession, custody or control that is or was a property of the Company has been or shall be returned to the Company by or on the Termination Date, except that Employee may retain copies of Employee’s compensation records and all documents related to Employee’s employment, including the PIIA and any employment agreement and equity award agreements.

(e)Non-Disparagement. Subject to the Protected Rights, Employee agrees that following the Termination Date, Employee shall not in any way or by any means (directly or indirectly, whether orally, in writing or on social media) make comments or remarks that disparage the Company or any of its affiliates or any of their respective employees, businesses, products or services, the members of the Company’s Board of Directors or the Company’s executive officers. The Company agrees that following the Termination Date, it will direct the members of the Company’s Board of Directors and the Company’s executive officers not to, in any way or by any means (directly or indirectly, whether orally, in writing or on social media) make comments or remarks that disparage Employee. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit Employee or the Company from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that such party has reason to believe is unlawful.

i.Employee has not suffered any job-related wrongs or injuries, such as any type of discrimination, for which Employee might still be entitled to compensation or relief in the future. Employee has properly reported any and all job-related wrongs or injuries for which Employee might still be entitled to compensation or relief, such as an injury for which Employee might receive a workers’ compensation award in the future. Employee has properly reported all hours that Employee has worked and under this Agreement, Employee has been paid all wages, overtime, commissions, compensation, benefits, and other amounts that the Company or any Released Party should have paid Employee in the past.

(h)False Claims Representations and Cooperation: Subject to the Protected Rights, Employee has disclosed to the Company any information Employee has concerning any conduct involving the Company that Employee has any reason to believe may be unlawful or that involves any false claims to the United States. Following the date hereof, Employee promises to cooperate fully in any investigation the Company undertakes into matters occurring during Employee’s employment with the Company. Employee understands that nothing in this Agreement prevents Employee from cooperating with any state and/or U.S. government investigation. Subject to the Protected Rights, in addition, to the fullest extent permitted by law, Employee hereby irrevocably assigns to the applicable state and/or U.S. government any right Employee might have to any proceeds or awards in connection with any false claims proceedings against the Company.

In addition to any other remedies or relief that may be available, Employee agrees that the Company would be irreparably harmed by any actual or threatened violation of the PIIA that involves Agreement-related disclosures or disclosure or use of confidential information or trade secret information, and that the Company will be entitled to seek an injunction prohibiting Employee from committing any such violation.

Employee acknowledges that, before signing this Agreement, Employee was given at least 45 days in which to consider this Agreement. Employee waives any right to additional time within which to consider this Agreement. Employee further acknowledges that: (1) Employee took advantage of the time Employee was given to consider this Agreement before signing it; (2) Employee carefully read this Agreement; (3) Employee fully understands it; (4) Employee is entering into it voluntarily; (5) Employee is receiving valuable consideration in exchange for Employee’s execution of this Agreement that Employee would not otherwise be entitled to receive; (6) the Company, by this writing, encouraged Employee to discuss this Agreement with Employee’s attorney (at Employee’s own expense) before signing it, and that Employee did so to the extent Employee deemed appropriate; and (7) any changes made to this Agreement, whether material or immaterial, will not restart the 45-day consideration period. Employee understands that Employee is entitled to revoke this Agreement, in writing, within 7 days once Employee signs it. Such revocation must be delivered to the Company as provided herein within the 7-day period, in which case Employee will receive no benefits and this Agreement will not go into effect. If Employee does not revoke this Agreement, it will become enforceable on the eighth day after Employee signs it. The Company need not sign this Agreement for it to become enforceable. Employee acknowledges that Employee has been provided with certain required disclosure regarding Employee’s separation.

(a)Entire Agreement: This Agreement, together with the PIIA, the equity awards listed on Exhibit A, the Change in Control Severance Agreement between the Company and Employee dated August 1, 2022, and the Indemnification Agreement between the Company and Employee dated August 1, 2022, constitute the entire agreement between Employee and the Company relating to the termination of Employee’s employment and the subject matters herein. This Agreement may not be modified or canceled in any manner, nor may any provision of it or any legal remedy with respect to it be waived, except by a writing signed by both Employee and the Company’s Chief People Officer. Employee acknowledges that the Company has made no representations or promises to Employee (such as that Employee’s former position will remain vacant), other than those in or referred to by this Agreement. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable.

(d)Interpretation: This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against Employee or any Released Party. Unless the context indicates otherwise, the term “or” shall be deemed to include the term “and” and the singular or plural number shall be deemed to include the other. Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Agreement.


YOU MAY NOT SIGN THIS AGREEMENT UNTIL THE END OF YOUR WORK DAY ON YOUR TERMINATION DATE. BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). YOU HAVE 45 DAYS TO CONSIDER THIS AGREEMENT. IF YOU DO NOT SIGN THIS AGREEMENT WITHIN THIS 45-DAY PERIOD, IT AUTOMATICALLY EXPIRES. ONCE YOU SIGN THIS AGREEMENT, YOU WILL HAVE AN ADDITIONAL 7 DAYS TO REVOKE IT. IF YOU CHOOSE TO REVOKE THIS AGREEMENT, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO THE CHIEF PEOPLE OFFICER AT ONE LAGOON DRIVE, REDWOOD CITY, CA 94065. BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS.

** Number of Shares listed in this table is based upon achievement at target levels of performance. This number of Shares shall be adjusted (upwards or downwards) according to the Company’s actual performance for the entire 2024 year, as determined by the Company in early 2025, and the award will be settled as soon as practicable following such vesting (and in any case, no later than 75 calendar days following the determination of the Company’s achievement of the relevant performance goals).


Grant Date	Type of Award	Target Number of Shares Initially Underlying Award	Number of Shares Vesting Under this Agreement*
02/14/2023	Performance RSU (revenue, digital services revenue and AFFO/Share)	5,589	412.50
02/14/2023	Service-based RSU	2,794	670.83
3/7/2024	Performance RSU (revenue and AFFO/Share)	2,183	784.33**
3/7/2024	Service-based RSU	1,533	367.19