EXHIBIT 10.1


IRON MOUNTAIN INCORPORATED


Iron
Mountain Incorporated 2002 Stock Incentive Plan


Stock Option Agreement


This Stock Option Agreement and the associated grant award information
(the “Customizing Information”), which Customizing Information is provided in
written form or is available in electronic form from the recordkeeper for the
Iron Mountain Incorporated 2002 Stock Incentive Plan, as amended and in effect
from time to time (the “Plan”), made as of the date shown as the “Grant Date”
in the Customizing Information (the “Grant Date”) by and between Iron Mountain
Incorporated, a Delaware corporation (the “Company”), and the individual
identified in the Customizing Information (the “Optionee”). This instrument and
the Customizing Information is collectively referred to as the “Option
Agreement.”


WITNESSETH THAT:


WHEREAS, the Company has instituted the Plan; and


WHEREAS, the Compensation Committee (the “Committee”) has authorized
the grant of a stock option upon the terms and conditions set forth below and
pursuant to the Plan, a copy of which is attached hereto and incorporated
herein;


NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
Company and the Optionee agree as follows.


1.             Grant. 
Subject to the terms of the Plan and this Option Agreement, the Company
hereby grants to the Optionee a stock option (the “Option”) to purchase from
the Company the amount of Common Stock (“Stock”) shown in the Customizing
Information under “Shares Granted.” If so provided in the “Grant Type” shown in
the Customizing Information, this Option is intended to constitute an incentive
stock option and to qualify for special federal income tax treatment under
Section 422 of the Code.


2.             Grant Price. 
This Option may be exercised at the “Grant Price” per share shown in the
Customizing Information, subject to adjustment as provided herein and in the
Plan.


3.             Term and Exercisability of Option.  This Option shall expire on the “Expiration
Date” shown in the Customizing Information, unless the Option expires earlier
pursuant to this Section 3 or any provision of the Plan. At any time before its
expiration, this Option may be exercised to the extent vested, as shown in the
Customizing Information, provided that:


(a)           at the time of exercise the Optionee
is not in violation of any confidentiality, inventions and/or non-competition
agreement with the Company;


(b)           the Optionee’s employment,
contractual or other service relationship with the Company (“Relationship”)
must be in effect on a given date in order for any 













 


scheduled increment in vesting, as set forth in the “Vesting
Schedule” shown in the Customizing Information, to become effective; and


(c)           this Option may not be exercised
after the sixtieth (60th) day following the date of termination of the
Relationship between the Optionee and the Company, except that if the
Relationship terminates by reason of the Optionee’s death or total and
permanent disability (as determined by the Board on the basis of medical advice
satisfactory to it), the unexercised portion of the Option that is otherwise
exercisable on the date of termination of the Relationship shall remain
exercisable thereafter for one (1) year.


For purposes of the two preceding sentences, the term “Company” refers
to the Company and all Subsidiaries.


Notwithstanding the information set forth in the “Vesting Schedule”
shown in the Customizing Information, the unvested portion of this Option shall
become fully vested effective as of a “change of control.” Solely for purposes
of the preceding sentence, the term “change of control” means the happening of
any of the following: (i) when any “person,” as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), other than the Company, a subsidiary of the Company or a Company
employee benefit plan, including any trustee of such plan acting as a trustee,
or any stockholder as of January 26, 2007, is or becomes the “beneficial owner”
(as defined in Rule 12d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding securities entitled to
vote generally in the election of directors; (ii) the effective date: (A) of a
merger or consolidation of the Company with any other third party, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or the entity that controls such surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company, such surviving entity or the entity that controls such surviving
entity outstanding immediately after such merger or consolidation; or (B) of
the sale or disposition of the Company of all or substantially all of the
Company’s assets; or (iii) within any period of twenty-four (24) months,
individuals who at the beginning of such period constituted the Company’s board
of directors (together with any new directors whose election to the board, or
whose nomination for election by the stockholders, was approved by a vote of
two-thirds of the directors then in office who were either directors at the
beginning of such period or whose election or nomination was previously so
approved) cease to constitute a majority of the board of directors then in
office.


4.             Method of Exercise.  Prior to its expiration and to the extent
that the right to purchase shares of Stock has vested hereunder, this Option
may be exercised from time to time by notice acceptable to the Company stating
the number of shares with respect to which this Option is being exercised and
accompanied by either (a) payment in full of the Grant Price for the number of
shares to be delivered, by means of payment acceptable to the Company in
accordance with Section 5(c) of the Plan, or (b) a description of a “cashless
exercise” procedure and such other documents and undertakings as are necessary
to satisfy that procedure. The Company, or the Committee, may from time to time
designate one or more forms or methods of



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providing notice of the exercise of an Option and in
that event the Optionee agrees to utilize such form or method. As soon as
practicable after its receipt of such notice, the Company shall, without transfer
or issue tax to the Optionee (or other person entitled to exercise this
Option), deliver to the Optionee (or other person entitled to exercise this
Option), at the principal executive offices of the Company or such other place
as shall be mutually acceptable, a stock certificate or certificates for such
shares out of theretofore authorized but unissued shares or reacquired shares
of its Stock as the Company may elect; provided, however, that the time of such
delivery may be postponed by the Company for such period as may be required for
it with reasonable diligence to comply with any applicable requirements of law.
If the Optionee (or other person entitled to exercise this Option) fails to pay
for and accept delivery of all of the shares specified in such notice upon
tender of delivery thereof, his right to exercise this Option with respect to
such shares not paid for may be terminated by the Company.


The Committee may, in its discretion at the time of exercise of the
Option, grant to the Optionee a new option (a “Reload Option”) to permit the
Optionee to purchase that number of shares of Stock delivered by the Optionee
to the Company in full or partial payment of the Grant Price, or in full or
partial payment of the tax withholding obligations incurred on account of the
exercise of the Option, on such terms and conditions as the Committee may
determine under the terms of the Plan. The Grant Price for shares subject to a
Reload Option shall be not less than one hundred percent (100%) of the Fair
Market Value of the shares on the date of grant of the Reload Option, and the
duration of a Reload Option shall be equal to the unexpired term of the
exercised Option on the date of exercise.


5.             Withholding Taxes.  The Optionee hereby agrees, as a condition to
any exercise of this Option, to provide to the Company an amount sufficient to
satisfy the Company’s obligation to withhold federal, state, local and other
taxes arising by reason of such exercise (the ”Withholding Amount”), if
any, by (a) authorizing the Company and/or any Subsidiary to withhold the
Withholding Amount from his cash compensation or (b) remitting the Withholding
Amount to the Company in cash; provided, however, that to the extent that the
Withholding Amount is not provided by one or a combination of such methods, the
Company may at its election withhold from the Stock that would otherwise be
delivered upon exercise of this Option that number of shares having a Fair
Market Value on the date of exercise sufficient to eliminate any deficiency in
the Withholding Amount; and provided, further, that the Fair Market Value of
Stock withheld shall not exceed an amount in excess of the minimum required
withholding.


6.             Non-assignability of Option.  This Option shall not be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution or as permitted by the Committee in its discretion pursuant to the
third sentence of Section 5(h) of the Plan. During the life of the Optionee,
this Option shall be exercisable only by him, by a conservator or guardian duly
appointed for him by reason of the Optionee’s incapacity or by the person
appointed by the Optionee in a durable power of attorney acceptable to the
Company’s counsel.


7.             Compliance with Securities Act;
Lock-Up Agreement.  The Company shall
not be obligated to sell or issue any shares of Stock or other securities
pursuant to the exercise of this Option unless the shares of Stock or other
securities with respect to which this Option is being exercised are at that
time effectively registered or exempt from registration under the Securities
Act and applicable state securities laws. In the event shares or other
securities shall be issued 



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that shall not be so registered, the Optionee hereby
represents, warrants and agrees that he will receive such shares or other
securities for investment and not with a view to their resale or distribution,
and will execute an appropriate investment letter satisfactory to the Company
and its counsel. The Optionee further hereby agrees that as a condition to the
purchase of shares upon exercise of this Option, he will execute an agreement
in a form acceptable to the Company to the effect that the shares shall be
subject to any underwriter’s lock-up agreement in connection with a public
offering of any securities of the Company that may from time to time apply to
shares held by officers and employees of the Company, and such agreement or a
successor agreement must be in full force and effect.


8.             Legends.  The Optionee hereby acknowledges that the
stock certificate or certificates evidencing shares of Stock or other
securities issued pursuant to any exercise of this Option may bear a legend
setting forth the restrictions on their transferability described in Section 7
hereof, if such restrictions are then in effect.


9.             Rights as Stockholder.  The Optionee shall have no rights as a
stockholder with respect to any shares covered by this Option until the date of
issuance of a stock certificate to him for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.


10.           Termination or Amendment of Plan.  The Board may terminate or amend the Plan at
any time. No such termination or amendment will affect rights and obligations
under this Option, to the extent it is then in effect and unexercised.


11.           Effect Upon Employment and
Performance of Services.  Nothing in
this Option or the Plan shall be construed to impose any obligation upon the
Company or any Subsidiary to employ or utilize the services of the Optionee or
to retain the Optionee in its employ or to engage or retain the services of the
Optionee.


12.           Time for Acceptance.  Unless the Optionee shall evidence his
acceptance of this Option by electronic or other means prescribed by the
Committee within thirty (30) days after its delivery to him, the Option shall
be null and void (unless waived by the Committee).


13.           Notice of Disqualifying
Disposition.  If the “Grant Type”
shown in the Customizing Information indicates that the Option is an ISO, the
Optionee agrees to notify the Company promptly in the event that he sells,
transfers, exchanges or otherwise disposes of any shares of Stock issued upon
exercise of the Option before the later of (a) the second anniversary of the
date of grant of the Option and (b) the first anniversary of the date the
shares were issued upon his exercise of the Option.


14.           Right of Repayment.  In the event that the Optionee accepts
employment with or provides services for a competitor of the Company within two
(2) years after the date of exercise of this Option or any portion of it, the
Optionee shall pay to the Company an amount equal to the excess of the Fair
Market Value of the Stock as of the date of exercise over the price paid for
such shares; provided, however, that the Committee in its discretion may
release the Optionee from the requirement to make such payment, if the
Committee determines that the Optionee’s acceptance of such employment or
performance of such services is not inimical to the best 



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interests of the Company. The Company may deduct the
amount of payment due under the preceding sentence from any compensation or
other amount payable by the Company to the Optionee. For purposes of this
Section 14, the term “Company” refers to the Company and all Subsidiaries.


15.           General Provisions.


(a)           Amendment;
Waivers.  This Option Agreement,
including the Plan, contains the full and complete understanding and agreement
of the parties hereto as to the subject matter hereof, and except as otherwise
permitted by the express terms of the Plan and this Option Agreement, it may
not be modified or amended nor may any provision hereof be waived without a
further written agreement duly signed by each of the parties; provided,
however, that a modification or amendment that does not materially diminish the
rights of the Optionee hereunder, as they may exist immediately before the
effective date of the modification or amendment, shall be effective upon
written notice of its provisions to the Optionee. The waiver by either of the
parties hereto of any provision hereof in any instance shall not operate as a
waiver of any other provision hereof or in any other instance. The Optionee
shall have the right to receive, upon request, a written confirmation from the
Company of the Customizing Information.


(b)           Binding Effect.  This Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, representatives, successors and assigns.


(c)           Governing Law.  This Option Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts,
without regard to the principles of conflicts of law.


(d)           Construction.  This Option Agreement is to be construed in
accordance with the terms of the Plan. In case of any conflict between the Plan
and this Option Agreement, the Plan shall control. The titles of the sections
of this Option Agreement and of the Plan are included for convenience only and
shall not be construed as modifying or affecting their provisions. The
masculine gender shall include both sexes; the singular shall include the
plural and the plural the singular unless the context otherwise requires. Capitalized
terms not defined herein shall have the meanings given to them in the Plan.


(e)           Data Privacy.  By entering into this Option Agreement and
except as otherwise provided in any data transfer agreement entered into by the
Company, the Optionee: (i) authorizes the Company, and any agent of the Company
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company such information and data as the Company shall request in order to
facilitate the grant of options and the administration of the Plan; (ii) waives
any data privacy rights he may have with respect to such information; and (iii)
authorizes the Company to store and transmit such information in electronic
form. For purposes of this Section 15(e), the term “Company” refers to the
Company and each of its Subsidiaries.



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(f)            Notices.  Any notice in connection with this Option
Agreement shall be deemed to have been properly delivered if it is delivered in
the form specified by the Committee as follows:


	
  To the Optionee:

  	
   

  	
  To his last address provided to the Company

  
	
   

  	
   

  	
   

  
	
  To the Company:

  	
   

  	
  Iron Mountain Incorporated

  
	
   

  	
   

  	
  745 Atlantic Avenue

  
	
   

  	
   

  	
  Boston, Massachusetts 02111

  
	
   

  	
   

  	
  Attn: Chief Financial Officer

  



 


(g)           Version Number.  This document is Version 11 of the Iron
Mountain Incorporated 2002 Stock Incentive Plan Stock Option Agreement.



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