HOSSEIN FATEH FIRST AMENDMENT TO SECOND AMENDED AND RESTED EMPLOYMENT AGREEMENT

Exhibit 10.1

XXXXXXX XXXXX

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESATED EMPLOYMENT AGREEMENT (this “First Amendment”) is dated as of May 21, 2012, by and between DuPont Fabros Technology, Inc., a Maryland corporation (the “Company”), DF Property Management LLC, a Delaware limited liability company (the “LLC”), and Xxxxxxx Xxxxx (the “Executive”).

A. The Company, the LLC and the Executive are parties to a Second Amended and Restated Employment Agreement (the “Original Agreement”), dated as of December 1, 2011.

B. The parties desire to amend the Original Agreement to make certain revisions to the definition of “Good Reason”.

Accordingly, the parties hereto agree as follows:

1. Section 6.5 of the Original Agreement is hereby amended to remove clause (v) from the definition of “Good Reason”.

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/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Executive Vice President, Chief Financial Officer and Treasurer
DF PROPERTY MANAGEMENT LLC
By:		DuPont Fabros Technology, L.P., its Managing Member
		By:		DuPont Fabros Technology, Inc., its General Partner
				By:		/s/ Xxxx X. Xxxxxx
				Name:		Xxxx X. Xxxxxx
				Title:		Executive Vice President, Chief Financial Officer and Treasurer
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx