Exhibit 10.1


 


IRON MOUNTAIN INCORPORATED


Compensation Plan for Non-Employee Directors


 


	
  Restatement
  Date

  	
  As
  of September 15, 2010

  
	
   

  	
   

  
	
  Eligibility

  	
  All
  non-employee Directors

  
	
   

  	
   

  
	
  Annual
  Retainer

  	
  $40,000
  per year effective as of January 1, 2010; paid in advance in quarterly
  installments; a non-employee Director shall be entitled to retain the portion
  of the Annual Retainer fee paid with respect to the quarter in which he or
  she ceases to be a non-employee Director, but shall not be entitled to any
  further portion of the Annual Retainer fee

  
	
   

  	
   

  
	
  Meeting
  Fees

  	
  $1,500
  per committee meeting and/or quarterly Board meeting attended in person or
  $750 by teleconference (including committee meetings attended by directors
  who are not members of such committee, provided that the director attends
  such committee meeting at the request of the Chairperson of the committee);
  $1,500 for the initial orientation session attended by a new director; fees
  earned shall be paid shortly after the end of each quarter

  
	
   

  	
   

  
	
  Chairperson
  Retainer

  	
  $7,500
  per year retainer for acting as Chairperson of the Compensation, Finance or
  Nominating and Governance Committee; $20,000 per year retainer for acting as
  Chairperson of the Audit Committee; $25,000 per year retainer for acting as
  the “lead” Director; in each case paid in advance in quarterly installments;
  a non-employee Director shall be entitled to retain the portion of the
  Chairperson Retainer fee paid with respect to the quarter in which he or she
  ceases to be a non-employee Director or serve as Chairperson, but shall not
  be entitled to any further portion of the Chairperson Retainer fee

  
	
   

  	
   

  
	
  Meeting
  Expenses

  	
  Reimbursement
  for all normal travel expenses to attend meetings; reimbursements due shall
  be paid shortly after the end of each quarter

  
	
   

  	
   

  
	
  Group
  Insurance Benefits

  	
  Iron
  Mountain’s group medical and dental benefits (single or family) are available
  to non-employee Directors, but they must pay the current employee
  contribution rate in effect for such coverage; group life, AD&D, STD and
  LTD coverage are not available to non-employee Directors

  



 

















 


	
  Amount
  of Options

  	
  Non-qualified
  stock options to be equal to $100,000 per year of Black Scholes value

  
	
   

  	
   

  
	
  Timing
  of Option Grants

  	
  Stock
  options shall be granted annually to all non-employee Directors as of the
  first Board meeting following Iron Mountain’s annual meeting; newly elected
  non-employee Directors receive a pro-rated
  grant on the date of their election or appointment to the Board

  
	
   

  	
   

  
	
  Vesting
  of Options

  	
  Options
  vest 100% on the one year anniversary of grant (or, if earlier, the annual
  meeting of Iron Mountain that is closest to the one year anniversary)

  
	
   

  	
   

  
	
  Exercise
  Price of Options

  	
  Fair
  market value on date of grant

  
	
   

  	
   

  
	
  Terms
  of Options

  	
  10
  years

  
	
   

  	
   

  
	
  Effect
  on Options of Cessation of Service Director 

  	
  Vested
  options must be exercised within three years of cessation of service by a
  non-employee Director or his beneficiary

  
	
   

  	
   

  
	
  Restrictions
  on Resale

  	
  None

  
	
   

  	
   

  
	
  Restrictions
  on Transfer

  	
  Options
  may not be transferred (except upon death)

  
	
   

  	
   

  
	
  SEC
  Considerations

  	
  Options
  will generally be granted under the Iron Mountain Incorporated 2002 Stock
  Incentive Plan, the shares of each of which are registered on Form S-8;
  insider trading restrictions and short-swing profit rules of the
  Securities Exchange Act of 1934 apply

  
	
   

  	
   

  
	
  Shareholder
  Approval

  	
  Not
  required

  
	
   

  	
   

  
	
  Source
  of Shares

  	
  Treasury
  shares or authorized, but unissued shares will be used for options

  
	
   

  	
   

  
	
  Taxation
  of Options

  	
  Non-employee
  Directors pay ordinary income tax (and SECA tax) at time of exercise on
  spread between exercise price and fair market value on date of exercise; Iron
  Mountain gets a corresponding tax deduction at that time

  
	
   

  	
   

  
	
  Election
  to Defer Fees

  	
  Non-employee
  Directors may elect to defer some or all of their fees paid in cash under the
  Iron Mountain Incorporated Directors Deferred Compensation Plan; deferrals
  will be invested in phantom shares equal in value to Iron Mountain common
  stock; deferral elections must be made by December 31 of the year prior
  to the year in which the fees are earned (or within 30 days of becoming
  eligible for the Plan)

  
	
   

  	
   

  
	
  Adopted:  September 15, 2010

  	
   

  



 


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