Exhibit 10.4


IRON MOUNTAIN INCORPORATED


Compensation Plan for Non-Employee Directors



	
            Restatement Date
 	
            May 25, 2006
 




 



	
            Eligibility
 	
            All non-employee Directors
 




 



	
            Annual Retainer
 	
            $20,000 per year (paid in quarterly installments)
 




 



	
            Meeting Fees
 	
            $1,500 per committee meeting and/or quarterly Board meeting attended live or $750 by teleconference (paid quarterly)
 




 



	
            Chairperson Fees
 	
            $5,000 per year retainer (paid in quarterly installments) for acting as Chairperson of the Executive, Governance or Compensation Committee; $20,000 per year retainer (paid in quarterly installments) for acting as Chairperson of the Audit Committee; $25,000 per year retainer (paid in quarterly installments) for acting as the “lead” Director
 




 



	
            Meeting Expenses
 	
            Reimbursement for all normal travel expenses to attend meeting (paid quarterly)
 




 



	
            Group Insurance Benefits
 	
            Iron Mountain’s group medical and dental benefits (single or family) are available to non-employee Directors, but they pay the full premium; life, AD&D, STD and LTD insurance are not available to non-employee Directors
 




 



	
            Amount of Options
 	
            Non-qualified Stock options to be equal to $75,000 per year of Black Scholes value
 




 



	
            Timing of Option Grants
 	
            Stock options granted to all non-employee Directors on initial Restatement Date and at the first Board meeting following Iron Mountain’s annual meeting (generally the fourth Tuesday of May each year); newly elected non-employee Directors receive grant on the date of their election
 




 



	
            Vesting of Options
 	
            Options vest 100% on 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
 




 


 







 


 





	
            Cessation of Service as
 	
            Vested options must be exercised within 60 days 
 





	
            a Director
 	
            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 (but may be granted under the Iron Mountain Incorporated 1997 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