ex10-1.htm


    EXHIBIT
10.1

     

    EMPLOYMENT
AGREEMENT

     

    


    This
Employment Agreement (the “Agreement”) is entered into as of August 11, 2008 by
and between Iron Mountain Incorporated, a Delaware corporation (“Iron
Mountain”), and Robert Brennan, of Sherborn, Massachusetts
(“Executive”).

    


    Whereas,
Iron Mountain desires to continue to employ Executive to perform services on and
subject to the terms and conditions set forth in this Agreement;
and

    


    Whereas,
Executive desires to continue to be employed by Iron Mountain on and subject to
the terms and conditions set forth in this Agreement;

    


    Now
therefore, Iron Mountain and Executive agree as follows:

    


    1.           Employment; Position;
Duties.

    


    a)           Employment.  Executive’s
continued employment with Iron Mountain under the terms of this Agreement shall
be effective as of  the date first written above.

    


    b)           Position.  Executive
shall serve as Chief Executive Officer of Iron Mountain.  Executive
shall report at all times to the Board of Directors of Iron Mountain (the
“Board”).

    


    c)           Duties.  Executive
shall perform the duties customarily associated with the office of Chief
Executive Officer and perform such other duties as may be assigned to him from
time to time by the Board that are generally consistent with the duties normally
performed by the most senior executives of comparable entities and shall have
all the authority customarily provided to a Chief Executive
Officer.  Executive shall devote substantially his full business time
and best efforts to the performance of his duties hereunder and the business and
affairs of Iron Mountain and its affiliates and will not undertake or engage
without the consent of the Board in any other employment, occupation or business
enterprise other than one in which he is a passive
investor.  Executive shall be based in Iron Mountain’s corporate
offices, but may be required to travel extensively within and outside the United
States.

    


    2.           Compensation and
Benefits.  Iron Mountain shall pay Executive the following
compensation and benefits for all services rendered by him under this
Agreement:

    


    a)           Base
Salary.  Iron Mountain will pay Executive a Base Salary at the
annualized rate of Nine Hundred Thousand Dollars ($900,000.00).  The
Base Salary may be increased, but not decreased, by the Board from time to time
in its sole discretion.  The Base Salary shall be paid to Executive
minus withholdings as required by law and other deductions 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    authorized
by Executive.  The Base Salary will be paid in equal installments at
Iron Mountain’s regular payroll intervals, but not less often than
monthly.

    


    b)           Bonus.  Executive
shall be eligible to earn an annual bonus in accordance with the terms and
conditions of the Iron Mountain Incorporated 2006 Senior Executive Incentive
Plan, as modified or replaced from time to time (the “SEIP”).  Iron
Mountain will pay any bonus earned by Executive in the normal course when
bonuses of other senior executives are paid; provided, however, that any such
bonus shall be paid on or prior to March 15th of the
year (the “Payment Year”) following the calendar year in which the bonus was
earned.  Notwithstanding the foregoing, if Iron Mountain has not
released its audited financial results for the prior year by March 15th of the
Payment Year, the bonus due, if any, for the prior fiscal year shall be paid no
later than 60 days after release of the audited financial results for such prior
fiscal year.

    


    c)           Special 2008
Bonus.  Executive will be eligible to earn a one-time special
bonus for 2008 in the target amount of twenty-five percent (25%) of his Base
Salary for 2008, and prorated based on Executive assuming the office of Chief
Executive Officer on June 5, 2008.  The Compensation Committee of
the Board shall determine the amount of such bonus in its sole
discretion.  Iron Mountain will pay the bonus, if any, in the normal
course when bonuses of other senior executives are paid; provided, however, that
any such bonus shall be paid on or prior to March 15,
2009.  Notwithstanding the foregoing, if Iron Mountain has not
released its audited financial results for 2008 by March 15, 2009, the bonus
due, if any, in respect of 2008 shall be paid no later than 60 days after
release of the audited financial results for 2008.

    


    d)           Vacation.  Executive
will earn four (4) weeks of paid vacation per calendar year, which shall accrue
ratably on a monthly basis.  Executive’s rights with regard to his
accrued vacation shall be in accordance with Iron Mountain’s policy, as it may
be amended from time to time.

    


    e)           Benefits.  Executive
shall be eligible to participate in all benefit plans and arrangements that Iron
Mountain may offer from time to time to its executive officers, in accordance
with the terms of those plans and arrangements.

    


    f)           Business
Expenses.  Iron Mountain will reimburse Executive for all
reasonable and usual business expenses incurred by him in the performance of his
duties hereunder in accordance with Iron Mountain’s expense reimbursement
policy.

    


    3.           Termination.  This
Agreement and Executive’s employment with Iron Mountain may be terminated as
follows.

    


    a)           Death.  This
Agreement shall terminate automatically upon Executive’s death.

    


    b)           Disability.  Iron
Mountain may terminate Executive’s employment in the event that he shall be
prevented, by illness, accident, disability or any other physical or mental
condition (to be determined by means of a written opinion of a competent medical
doctor chosen 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    by mutual
agreement of Iron Mountain and Executive or his personal representative(s)) from
substantially performing his duties and responsibilities hereunder for one or
more periods totaling ninety (90) consecutive days or one hundred and twenty
(120) days in the aggregate in any twelve (12) month period.

    


    c)           By Iron Mountain for
Cause.  Iron Mountain may terminate Executive’s employment for
“Cause” immediately upon written notice to Executive.  For purposes of
this Agreement, “Cause” shall mean any of: (i) fraud, embezzlement or theft
against Iron Mountain or any of its subsidiaries or affiliates; (ii) Executive
is convicted of, or pleads guilty or no contest to, a felony; (iii) Executive
breaches a fiduciary duty owed to Iron Mountain; (iv) Executive materially
breaches any material policy of Iron Mountain or its subsidiaries, including but
not limited to the Code of Conduct or Insider Trading Policy; (v) willful
nonperformance by Executive (other than by reason of illness) of his material
duties hereunder and failure to remedy such nonperformance within ten (10)
business days following written notice from the Board identifying the
nonperformance and the actions required to cure it; or (vi) Executive commits an
act of gross negligence, engages in willful misconduct or otherwise acts with
willful disregard for the best interests of Iron Mountain or any of its
affiliates.

    


    d)           By Iron Mountain Other Than
For Death, Disability or Cause.  Iron Mountain may terminate
Executive’s employment for any reason other than for Cause, disability or death
upon written notice to Executive.

    


    e)           By Executive For Good Reason
or Any Reason.  Executive may terminate his employment at any
time, with or without Good Reason, upon thirty (30) days prior written notice to
Iron Mountain.  For purposes of this Agreement, “Good Reason” shall
mean that any of the following occurs without Executive’s prior written
consent:  (i) a material diminution of Executive’s position and/or the
assignment of Executive to duties and responsibilities that are materially
inconsistent with his position; (ii) a material diminution by Iron Mountain in
the total annual compensation that Executive is eligible to receive; or (iii) a
relocation of Iron Mountain’s principal business office of more than fifty (50)
miles from its current location.

    


    4.           Payment Upon
Termination.  In the event that Executive’s employment with
Iron Mountain terminates, Iron Mountain will pay Executive the
following:

    


    a)           Termination for Any
Reason.  In the event that Executive’s employment terminates
for any reason, Iron Mountain shall pay him for the following items that were
earned and accrued but unpaid as of the date of termination: (i) Executive’s
Base Salary earned through the date of termination; (ii) a cash payment for all
accrued, unused vacation calculated at Executive’s then Base Salary rate and any
accrued but unpaid bonuses due Executive for the prior fiscal year; (iii)
reimbursement for any unpaid business expenses; and (iv) such
other benefits and payments to which Executive may be entitled by law or
pursuant to the benefit plans of Iron Mountain then in effect.  These
amounts will be paid promptly and, in any event, on or prior to March 15th of the
year following the year of Executive’s termination of employment.

    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

       

    

    b)           Termination by Iron Mountain
Without Cause or By Executive For Good Reason.  In addition to
the payments provided for in Section 4(a), in the event that (i) Iron Mountain
terminates Executive’s employment without Cause pursuant to Section 3(d) or
Executive terminates his employment with Iron Mountain within three (3) months
of a Good Reason event pursuant to Section 3(e); (ii) Executive complies fully
with all of his obligations under Sections 5, 6, and 7 of this Agreement and
(iii) Executive executes, delivers to Iron Mountain and does not revoke a
general release (in a form reasonably acceptable to Iron Mountain) releasing and
waiving any and all claims that he has or may have against Iron Mountain, its
subsidiaries and affiliates, and each of their respective directors, officers,
employees, agents, successors and assigns with respect to his employment with
Iron Mountain (other than the obligations of Iron Mountain set forth herein
which specifically survive the termination of his employment), Iron Mountain
will provide Executive with the following severance benefits:

    


    (i)  Beginning on
Executive’s termination of employment and continuing until six (6) months have
expired after Executive’s termination of employment, equal monthly installments
based on Executive’s last Base Salary rate in accordance with Iron Mountain’s
usual payroll schedule; provided, however, that such payments shall be capped at
an amount equal to two times the limit under Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the “Code”), for the year of his termination
of employment, all such payments intended to qualify for the exception contained
in Treas. Reg. § 1.409A-1(b)(9)(iii).

    


    (ii)  Beginning when six (6)
months have expired after Executive’s termination of employment and terminating
one (1) year after such date, equal monthly installments, with the total of such
installments equal to (A) one (1) year of Base Salary at Executive’s last Base
Salary rate less (B) the total payments that have been made to Executive
pursuant to clause (i).

    


    All
payments due hereunder shall be reduced by withholding as required by law, or as
elected by the Executive.

    


    (iii)  Iron Mountain will
pay the monthly cost to provide Executive and his dependents with health, dental
and vision coverage comparable to that then offered by Iron Mountain until the
earlier of (x) the date on which Executive becomes eligible for coverage under
another employer’s group plans or (y) two (2) years.  Such coverage
will be under Iron Mountain’s group health, dental and vision plans for so long
as Executive is eligible to participate in such plans pursuant to “COBRA”
continuation coverage and, thereafter, under as comparable an individual
insurance policy as is available for the remainder of the two (2) year
period.  Executive agrees to promptly notify Iron Mountain when he
becomes eligible for coverage under another employer’s group plans.

    


    (iv)  Iron Mountain will pay
Executive a Bonus for the calendar year in which the termination occurs in an
amount equal to the average bonus paid to Executive under the SEIP in the two
(2) years preceding the termination of his employment. The Bonus will be paid on
the first day following the expiration of six (6) months from the termination
date.  The Bonus provided for in this Section 4(b)(4) shall be in lieu
of, and shall constitute full satisfaction 

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    of, any
payment that Executive might have earned in accordance with the SEIP for the
year in which his termination occurs.

    


    (v)           Unless
the right to payment or the amount of any payment set forth in this subsection
(b) is the subject of a dispute, the general release which is a condition
precedent to the payment of any benefits set forth in this subsection (b) shall
be executed within the applicable consideration period required by law or sixty
(60) days following Executive’s separation from service (defined below),
whichever is shorter, or the Executive shall forfeit the benefits
hereunder.  Further, all payments under this subsection (b) shall be
complete within two (2) years of Executive’s separation from service (defined
below).

    


    5.           Confidentiality.  Executive
agrees that he will not at any time, during or after his employment by Iron
Mountain, without Iron Mountain’s prior written consent, reveal or disclose to
any person outside of Iron Mountain, or use for his own benefit or the benefit
of any other person or entity, any confidential information concerning the
business or affairs of Iron Mountain, its subsidiaries or affiliates, or
concerning any of its customers or employees (“Confidential
Information”).  For purposes of this Agreement, Confidential
Information shall include all information that Iron Mountain considers
confidential, including but not limited to, financial information or plans;
sales and marketing information or plans; business or strategic plans; salary,
bonus or other personnel information of any type; information concerning methods
of operation; proprietary systems or software; legal or regulatory information;
cost and pricing information or policies; information concerning new or
potential products or markets; research and/or analysis; and information
concerning new or potential customers.  Confidential Information shall
not include information that already is available to the public through no act
of Executive and salary, bonus or other personnel information specific to
Executive.  This paragraph shall not be construed so as to interfere
with Executive’s right to use his general knowledge, experience, memory and
skills, whenever and wherever acquired, in any other
employment.  Notwithstanding the forgoing, Executive may comply with
legal process; provided, however, that if Executive anticipates making such a
disclosure to comply with legal process, he agrees to provide Iron Mountain with
ten (10) days written notice or, if such notice is not practicable under the
circumstances, with as much written notice as is practicable.

    


    6.           Return of Iron Mountain
Property. Executive agrees that
all Confidential Information, however or whenever produced, shall be the sole
property of Iron Mountain or such other entity to which it relates, and shall
not be removed by him (or anyone acting at his direction or on his behalf) from
Iron Mountain’s custody or premises without Iron Mountain’s prior written
consent, except as required in the performance of his duties and
responsibilities under this Agreement.  Upon the termination of
Executive’s employment, or otherwise upon the request of Iron Mountain,
Executive will promptly deliver to Iron Mountain all copies of all documents,
equipment, property or materials of any type in his possession, custody or
control, that belong to Iron Mountain, its subsidiaries or its affiliates,
and/or that contain, in whole or in part, any Confidential
Information.

    


    7.           Restrictive
Covenants.  Executive understands and agrees that, by virtue of
his employment hereunder, he has had, and will continue to have, substantial
access to and impact on the good will, confidential information and other
legitimate business interests of Iron 

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    Mountain,
and that he therefore is in a position to have a substantial adverse impact on
those business interests should he engage in business in competition with Iron
Mountain after his employment hereunder terminates.  Accordingly,
Executive agrees that he will comply with the following
restrictions.  These terms are intended to continue in full force and
effect in the event that there is any change, whether material or immaterial, in
Executive’s position, responsibilities and/or compensation and the term “Iron
Mountain” is intended to include Iron Mountain’s subsidiaries and
affiliates.

    


    a)           Noncompetition.  During
the term of this Agreement and for a period of three (3) years after Executive’s
employment under this Agreement terminates for any reason, Executive shall not,
directly or indirectly, for his own account, or in any capacity on behalf of any
other third person or entity, whether as an officer, director, employee,
partner, joint venturer, consultant, investor or otherwise, engage, or assist
others engaged, in whole or in part, in any business which directly competes
with Iron Mountain anywhere in the world.  For the purposes of this
Section 7(a), a person or entity shall be deemed to “directly
compete” with Iron Mountain if it is engaged in the business of electronic and
physical data and records storage management; document imaging, management and
business process outsourcing related to customer solutions and applications for
document storage; escrow services; shredding and other document destruction
services; related consulting services or any other service or line of business
that Iron Mountain may be engaged in or is actively planning or preparing to
engage in at the time of termination of Executive’s employment with Iron
Mountain.  Any investment Executive may make in such a business shall
not be considered to give rise to a violation of this covenant if (A) the
following three conditions are met: (i) the stock of such business is publicly
traded; (ii) Executive’s equity interest in such business does not exceed two
percent (2%) of the aggregate outstanding equity interests of such business; and
(iii) Executive does not otherwise participate in the board of directors or
comparable governing body, management or operational affairs of such business;
or (B) such investment is an indirect investment through a venture capital or
and/or private equity fund; provided that Executive shall (i) be a limited
partner, member or stockholder of such fund, (ii) own less than two percent (2%)
of the aggregate outstanding equity interests of such fund and (iii) not
participate in the board of directors or comparable governing body, management
or operational affairs of such fund or the underlying competing
business.

    


    b)           Nonsolicitation of
Customers.  During the term of this Agreement and for a period
of three (3) years after Executive’s employment under this Agreement terminates
for any reason, Executive shall not solicit or accept business that would
“directly compete” with Iron Mountain (as defined in Section 7(a)) from any (i)
customers of Iron Mountain that were customers at the time of the termination of
Executive’s employment hereunder or (ii) any prospective customers of Iron
Mountain who, within the six (6) month period prior to the termination of
Executive’s employment hereunder, were directly solicited by Executive or where,
directly or indirectly, in whole or in part, Executive supervised or
participated in solicitation activities related to such prospective customers.
Executive also agrees that he will not induce any such customer or prospective
customer of Iron Mountain to limit or terminate its business relationship with
Iron Mountain.

     

                          c)           Non-hire of
Employees.  During the term of this Agreement and for a period
of two (2) years after Executive’s employment under this Agreement terminates
for any reason, Executive shall not, directly or indirectly, whether through his
own efforts, or in any way 

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    assisting
or employing the assistance of any other person or entity, hire, retain on a
consultant basis, recruit or solicit any employee or consultant of Iron Mountain
or induce any such employee or consultant to terminate his or her employment or
other relationship with Iron Mountain.  For the avoidance of doubt,
Executive’s provision of an oral or written reference to a prospective employer
of an Iron Mountain employee or consultant upon request of such employee or
consultant so long as Executive is not affiliated in any way with the entity to
which the reference is addressed shall not, in and of itself, be a violation of
this Section 7(c).

    


    8.           Assignment.  This
Agreement and the rights and obligations of the parties hereto shall bind and
inure to the benefit of any successor of Iron Mountain by reorganization, merger
or consolidation and any assignee of all or substantially all of its business
and properties.  Neither this Agreement nor any rights or benefits
hereunder may be assigned by Executive, except that, upon Executive’s death, his
earned and unpaid economic benefits will be paid to his heirs or
beneficiaries.

    


    9.           Interpretation and
Severability.  It is the express intent of the parties that:
(a) in case any one or more of the provisions contained in this Agreement shall
for any reason be held to be excessively broad as to duration, geographical
scope, activity or subject, such provision shall be construed by limiting and
reducing it as determined by a court of competent jurisdiction, so as to be
enforceable to the fullest extent compatible with applicable law; and (b) in
case any one or more of the provisions contained in this Agreement cannot be so
limited and reduced and for any reason is held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
the other provisions of this Agreement, and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.

    


    


    10.           Notices.  Any
notice that Iron Mountain or Executive are required to give the other under this
Agreement shall be in writing and shall be sufficiently given if personally
delivered, sent by facsimile or other means of confirmed electronic submission
or sent by recognized overnight courier service, or by certified mail, return
receipt requested to the other party at the following address or at such other
address as either party may from time to time designate in
writing.  The date of actual delivery of any notice under this Section
10 shall be deemed to be the date of receipt thereof.

    


    a)           If
to Executive, to, him at his address as specified in the payroll records ofIron
Mountain

    


    b)           If
to Iron Mountain, to:

    


    Iron
Mountain Incorporated

    745
Atlantic Avenue

    Boston,
Massachusetts  02111

    Attn:  General
Counsel

    


    11.           Waiver.  No
consent to or waiver of any breach or default in the performance of any
obligation hereunder shall be deemed or construed to be a consent to or waiver
of any other 

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    breach or
default in the performance of any of the same or any other obligations
hereunder.  No waiver hereunder shall be effective unless it is in
writing and signed by the waiving party.

     

    12.           Complete Agreement;
Modification.  This Agreement sets forth the entire agreement
of the parties with respect to the subject matter hereof, and supersedes any
previous oral or written communications, negotiations, representations,
understandings or agreements between them, except for those provisions in the
Iron Mountain Employee Confidentiality, Inventions and Non-Competition Agreement
dated October 28, 2004 between Executive and Iron Mountain (the “2004 NDA”) to
the extent that the 2004 NDA  imposes obligations in addition to those
set forth herein.  Any
modification of this Agreement shall be effective only if set forth in a written
document signed by Executive and a duly authorized representative of Iron
Mountain.

     

    13.           Headings.  The
headings of the Sections hereof are inserted for convenience only and shall not
be deemed to constitute a part, or affect the meaning, of this
Agreement.

     

    14.           Counterparts.  This
Agreement may be signed in two (2) counterparts, each of which shall be deemed
an original and both of which shall together constitute one
agreement.

     

    15.           Choice of Law;
Jurisdiction.

     

    a)           The
validity, interpretation and performance of this Agreement shall be governed by,
and construed in accordance with, the laws of the Commonwealth of Massachusetts,
without regard to conflict of law principles.

     

    b)           Except
as set forth in subsection 15(c) below, any controversy, dispute or claim
arising out of this Agreement, or the breach  hereof, shall be settled
by final and binding arbitration to be conducted by an arbitration tribunal in
Boston, Massachusetts, pursuant to the rules of the American Arbitration
Association.  The arbitration tribunal shall consist of three
arbitrators.  The party initiating arbitration shall nominate one
arbitrator in the request for arbitration and the other party shall nominate a
second in the answer thereto within the time allotted by the
rules.  The two arbitrators so named will then jointly appoint the
third arbitrator.  If the answering party fails to timely nominate its
arbitrator, or if the arbitrators named by the parties fail to agree on the
third arbitrator within twenty (20), the office of the American Arbitration
Association in Boston, Massachusetts shall make the necessary appointments of
such arbitrator(s). The decision or award of the arbitration tribunal (by a
majority determination, or if there is no majority, then by the determination of
the third arbitrator, if any) shall be final and application may be made to any
competent court to confirm or vacate such decision or award.  In the
event of any procedural matter not covered by the aforesaid rules, the
procedural law of the Commonwealth of Massachusetts shall govern.  The
arbitration panel may award legal fees and costs to the prevailing
party.

     

    c)           The
provisions of Section 15(b) of this Agreement shall not preclude Iron Mountain
from seeking equitable relief from any court having jurisdiction with respect to
any disputes or claims relating to or arising out of Sections 5, 6 and 7 of this
Agreement.

     

    16.           Advice of Counsel; No
Representations.  Executive acknowledges that he has been
advised to review this Agreement with his own legal counsel, that prior to
entering into this Agreement, he has had the opportunity to review this
Agreement with his attorney and that Iron 

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    Mountain
has not made any representations, warranties, promises or inducements to
Executive concerning the terms, enforceability or implications of this Agreement
other than as are contained in this Agreement.

     

    17.           Contract
Fees.  Iron Mountain will pay Executive’s reasonable legal fees
and expenses incurred in receiving advice with respect to the drafting and
negotiation of this Agreement.

     

     

    18.           Amendment of Option
Agreements.  Iron Mountain has granted Executive several
options (the “Options”) to purchase the common stock of Iron Mountain, par value
$0.01 (the “Common Stock”), pursuant to option agreements between Iron Mountain
and Executive (each, an “Option Agreement”).  Section 3(c) of each of
the following Option Agreements ((1) dated April 27, 2005 for 349,719 shares of
Common Stock, (2) dated March 2, 2007 for 360,560 shares of Common and (3) dated
June 5, 2008 for 322,318 shares of Common Stock, each as adjusted for stock
dividends since the date of grant) is hereby amended and restated to read in its
entirety as follows:

     

     

    “(c)  this
Option may not be exercised after the four hundred and fiftieth (450th) day
following the date of termination of the Relationship between the Optionee and
the Company.”

     

     

    Section
3(c) of the Option Agreement dated March 2, 2007 for 367,917 shares of Common
Stock is hereby amended and restated to read in its entirety as
follows:

     

     

    “(c)  this
Option may not be exercised after the four hundred and fiftieth (450th) day
following the date of termination of the Relationship between the Optionee and
the Company; provided, however, that if the Relationship terminates on or after
December 2, 2015, the Option shall remain exercisable until the later of 60 days
following termination of the Relationship or March 2, 2017, 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) on or after December 2, 2015, the unexercised portion of the
Option that is otherwise exercisable on the date of termination of the
Relationship shall remain exercisable thereafter until the later to occur of one
(1) year or March 2, 2017.”

     

     

    19.           Section
409A.  It is the intention of the parties that no payment or
entitlement pursuant to this Agreement will give rise to any adverse tax
consequences to any person pursuant to Section 409A of the Code and this
Agreement shall be interpreted, applied and, to the minimum extent necessary,
amended to achieve that intention.

     

     

    a)           Reimbursements and Direct
Payment of Expenses.  Any reimbursements due or expenses to be
paid under any provision of this Agreement shall be paid not later than March 15
of the year following the year in which the expense is incurred.  Any
reimbursement or right to direct payment of Executive’s expense in one calendar
year shall not affect the amount that may be reimbursed or paid for in any other
calendar year and a reimbursement or payment of Executive’s expense (or right
thereto) may not be exchanged or liquidated for another benefit or
payment.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    b)           Specified Employee
Delay.  In the case of any payment on termination (other than
in the event of death or disability within the meaning of Section 409A of the
Code or in compliance with the requirements of Treas. Reg. § 1.409A-1(b)(9)(iii)
or (v) or of any successor thereto or any other provision that exempts a
payment from Section 409A of the Code; and except as provided in Section 4(b)(i)
above) while Executive is a specified employee within the meaning of Section
409A of the Code, in no event will such payment be made earlier than six (6)
months after the date his employment terminates.  In the event that,
due to Section 409A of the Code, Executive does not receive one or more cash
payments that would otherwise be due during such six (6) month period, all such
delayed payments will be made on the first day after the six (6) month
anniversary of his employment termination, and thereafter any remaining payments
shall be made in accordance with the previously agreed-upon
schedule.

     

     

    c)           Separation from
Service.  If any of the benefits set forth in this Agreement
are deferred compensation under Section 409A of the Code, any termination of
employment triggering payment of such benefits must constitute a “separation
from service” under Section 409A of the Code before, subject to Section 19(b) of
this Agreement, distribution of such benefits can commence.  For
purposes of clarification, this paragraph shall not cause any forfeiture of, or
increase in, benefits on the part of the Executive, but shall only act as a
delay until such time as a “separation from service” occurs.

     

     

    d)           Code
References.  Any reference in this Agreement to Section 409A of
the Code shall also include any proposed, temporary or final regulations, or any
other guidance, promulgated with respect to such Section by the U.S. Department
of the Treasury or the Internal Revenue Service.

     

    IN
WITNESS WHEREOF, Iron
Mountain and Executive have executed this Agreement as of the day and year first
set forth above.

    


    IRON
MOUNTAIN INCORPORATED

    


    


    By:   /s/ C. Richard
Reese

    Name:  C.
Richard Reese

    Title:    Executive
Chairman

    


    


    


    /s/ Robert
Brennan

    Robert
Brennan

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    -10-