exhibit1032rsuawardagree






           Exhibit 10.32  Version 4 – Restricted Stock Unit Agreement 1/5/2022    1    4879-7619-8152, v.2  IRON MOUNTAIN INCORPORATED  Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan  Restricted Stock Unit Agreement  This Restricted Stock Unit 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 2014  Stock and Cash Incentive Plan, as amended and in effect from time to time (the “Plan”), is 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 “Recipient”).  This instrument and the  Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”  WITNESSETH THAT:  WHEREAS, the Company has instituted the Plan; and  WHEREAS, the Compensation Committee (the “Committee”) has authorized the grant of  restricted stock units with respect to the Company’s Common Stock (“Stock”) upon the terms  and conditions set forth below and pursuant to the Plan, a copy of which is incorporated herein;  and  WHEREAS, the Recipient acknowledges that he or she has carefully read this Restricted  Stock Unit Agreement and agrees, as provided in Section 18(a) below, that the terms and  conditions of the Restricted Stock Unit Agreement reflect the entire understanding between  himself or herself and the Company regarding this restricted stock unit award (and the Recipient  has not relied upon any statement or promise other than the terms and conditions of the  Restricted Stock Unit Agreement with respect to this restricted stock unit award);  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 Recipient agree as follows.  1.  Grant.  Subject to the terms of the Plan and this Restricted Stock Unit Agreement, the  Company hereby grants to the Recipient that number of restricted stock units (“RSUs”) equal to  the corresponding number of shares of the Company’s Stock (the “Underlying Shares”) shown in  the Customizing Information under “Restricted Stock Units Granted.”  2.  Vesting.  (a) In General.  If the Recipient remains in an employment, contractual or  other service relationship with the Company (“Relationship”) as of a “Vesting Date,” as  specified in the Customizing Information, and the Recipient as of such date is not in  violation of any confidentiality, inventions, non-solicitation and/or non-competition  agreement with the Company, all or a portion, as applicable (the “Incremental Amount,”  as specified in the Customizing Information), of the RSUs shall vest on such date.  For  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  2    4879-7619-8152, v.2  the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan  and Sections 2(b), 2(c) or 2(d), if the Recipient’s Relationship with the Company is  terminated by the Company or by the Recipient for any reason, whether voluntarily or  involuntarily, no RSUs granted pursuant to this Restricted Stock Unit Agreement shall  vest under any circumstances on and after the date of such termination.  (b) Retirement Vesting.  Notwithstanding Section 2(a), if the Recipient’s  Relationship with the Company terminates on account of Retirement (as defined below)  on or after the sixth (6th) month anniversary of the Grant Date, the RSUs shall continue to  vest on the schedule shown in the Customizing Information, provided the Recipient  continues to comply with any confidentiality, inventions, non-solicitation and/or non- competition agreement with the Company.  (c) Death or Disability Vesting.  Notwithstanding Section 2(a), if the  Recipient’s Relationship with the Company terminates as a result of his or her disability  (as determined by the Board on the basis of medical advice satisfactory to it) or death, the  Recipient’s Vesting Date shall be the date of termination and he or she shall be fully  vested in his or her RSUs, provided the Recipient is not as of the date of delivery, or was  not as of the date of death, in violation of any confidentiality, inventions, non-solicitation  and/or non-competition agreement with the Company.  (d) Committee Discretion.  In the event the Relationship is terminated for any  reason (whether voluntary or involuntary), (i) the Recipient’s right to vest in the RSU  will, except as provided in Section 9(c) of the Plan or otherwise explicitly in Sections  2(b) or 2(c) or as provided by the Committee, terminate as of the date of the termination  of the Relationship (and will not be extended by any notice period mandated under local  law) and (ii) the Committee shall have the exclusive discretion to determine when the  Relationship has terminated for purposes of this RSU (including when the Recipient is no  longer considered to be providing active service while on a leave of absence).  (e) Special Definitions. For purposes of this Section 2, the term “Company”  refers to the Company as defined in the last sentence of Section 1 of the Plan, and the  term “Retirement” means termination of the Recipient’s Relationship with the Company  after the Recipient has attained age fifty-five (55), has five (5) Years of Credited Service  and has a combined age and Years of Credited Service of at least sixty-five (65). “Years  of Credited Service” shall mean the Recipient’s years of total adjusted service with the  Company, calculated from the Recipient’s initial hire date with the Company (or any  predecessor business acquired by the Company) and without regard to any lapses in  active employment while employed by the Company, such as approved leaves of  absences.  3.  Dividends.  A Recipient shall be credited with dividend equivalents equal to the  dividends the Recipient would have received if the Recipient had been the actual record owner of  the Underlying Shares on each dividend record date on or after the Grant Date and through the  date the Recipient receives a settlement pursuant to Section 4 below (the “Dividend  Equivalent”).  If a dividend on the Stock is payable wholly or partially in Stock, the Dividend  Equivalent representing that portion shall be in the form of additional RSUs, credited on a one- 





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  3    4879-7619-8152, v.2  for-one basis.  If a dividend on the Stock is payable wholly or partially in cash, the Dividend  Equivalent representing that portion shall also be in the form of cash and a Recipient shall be  treated as being credited with any cash dividends, without earnings, until settlement pursuant to  Section 4 below.  If a dividend on Stock is payable wholly or partially in other than cash or  Stock, the Committee may, in its discretion, provide for such Dividend Equivalents with respect  to that portion as it deems appropriate under the circumstances.  Dividend Equivalents shall be  subject to the same terms and conditions as the RSUs originally awarded pursuant to this  Restricted Stock Unit Agreement, and they shall vest (or, if applicable, be forfeited) as if they  had been granted at the same time as the original RSU.  Dividend Equivalents representing the  cash portion of a dividend on Stock shall be settled in cash.  4.  Delivery of Underlying Shares or Cash Settlement.  With respect to any RSUs that  become vested RSUs as of a Vesting Date pursuant to Section 2, the Company shall issue and  deliver to the Recipient as soon as practicable following the applicable Vesting Date (a) the  number of Underlying Shares equal to the number of RSUs vesting on that date or an amount of  cash equal to the Fair Market Value, as defined in the Plan, of such Underlying Shares as of that  date (or such later delivery date, if applicable) and (b) the amount (and in the form) due with  respect to the Dividend Equivalents applicable to such Underlying Shares.  Whether Underlying  Shares, or the cash value thereof, shall be issued or paid at settlement shall be determined based  on the “Form of Settlement” specified in the Customizing Information.  Any shares issued pursuant to this Restricted Stock Unit Agreement shall be issued,  without issue or transfer tax, by (i) delivering a stock certificate or certificates for such shares out  of theretofore authorized but unissued shares or treasury shares of its Stock as the Company may  elect or (ii) issuance of shares of its Stock in book entry form; 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.  Notwithstanding  the preceding provisions of this Section 4, delivery of Underlying Shares shall be made, or the  amount of cash equivalent thereto shall be paid, only if the required purchase price designated as  the “Purchase Price” shown in the Customizing Information per underlying RSU is paid to the  Company by means of payment acceptable to the Company in accordance with the terms of the  Plan.  If the Recipient fails to pay for or accept delivery of all of the shares, the right to shares of  Stock provided pursuant to this RSU may be terminated by the Company.  5.  Withholding Taxes.  The Recipient hereby agrees, as a condition of this award, to  provide to the Company (or a subsidiary employing the Recipient, as applicable) an amount  sufficient to satisfy the Company’s and/or subsidiary’s obligation to withhold any and all federal,  state, local or provincial income tax, social security, social insurance, payroll tax, fringe benefits  tax, payment on account or other tax-related items or statutory withholdings related to the  Recipient’s participation in the Plan (the “Withholding Amount”), if any, by (a) authorizing the  Company and/or any subsidiary employing the Recipient, as applicable, to withhold the  Withholding Amount from the Recipient’s cash compensation or (b) remitting the Withholding  Amount to the Company (or a subsidiary employing the Recipient, as applicable) 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 Underlying  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  4    4879-7619-8152, v.2  Shares and Dividend Equivalents that would otherwise be delivered that number of shares  (and/or cash) having a Fair Market Value on the date of vesting sufficient to eliminate any  deficiency in the Withholding Amount.  Regardless of any action that the Company and/or  subsidiary takes with respect to any or all federal, state, local or provincial income tax, social  security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax- related items or statutory withholdings related to the Recipient’s participation in the Plan, the  Recipient acknowledges that he or she, and not the Company and/or any subsidiary, has the  ultimate liability for any such items.  Further, if the Recipient becomes subject to tax in more  than one jurisdiction between the Grant Date and the date of any relevant taxable or tax  withholding event, the Recipient acknowledges that the Company and/or subsidiary may be  required to withhold or account for such tax-related items in more than one jurisdiction.  6.  Non-assignability of RSUs and Dividend Equivalents.  RSUs and Dividend  Equivalents shall not be assignable or transferable by the Recipient except by will or by the laws  of descent and distribution or as permitted by the Committee in its discretion pursuant to the  terms of the Plan.  During the life of the Recipient, delivery of shares of Stock or payment of  cash as settlement of RSUs and Dividend Equivalents shall be made only to the Recipient, to a  conservator or guardian duly appointed for the Recipient by reason of the Recipient’s incapacity  or to the person appointed by the Recipient 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 Underlying Shares or other securities in settlement of RSUs and  Dividend Equivalents hereunder unless the shares of Stock or other securities are at that time  effectively registered or exempt from registration under the Securities Act and applicable state or  provincial securities laws.  In the event shares or other securities shall be issued that shall not be  so registered, the Recipient hereby represents, warrants and agrees that the Recipient 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 Recipient further hereby agrees that as a condition to the settlement of RSUs and Dividend  Equivalents, the Recipient 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 Recipient hereby acknowledges that the stock certificate or certificates  (or entries in the case of book entry form) evidencing shares of Stock or other securities issued  pursuant to any settlement of an RSU or Dividend Equivalent hereunder may bear a legend (or  provide a restriction) setting forth the restrictions on their transferability described in Section 7  hereof, if such restrictions are then in effect.  9.  Rights as Stockholder.  The Recipient shall have no rights as a stockholder with  respect to any RSUs, Dividend Equivalents or Underlying Shares until the date of issuance of a  stock certificate (or appropriate entry is made in the case of book entry form) for Underlying  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  5    4879-7619-8152, v.2  Shares and any Dividend Equivalents.  Except as provided by Section 3, no adjustment shall be  made for any rights for which the record date is prior to the date such stock certificate is issued  (or appropriate entry is made in the case of book entry form), except to the extent the Committee  so provides, pursuant to the terms of the Plan and upon such terms and conditions it may  establish.  10.  Effect Upon Employment and Performance of Services.  Nothing in this Restricted  Stock Unit Agreement or the Plan shall be construed to impose any obligation upon the  Company or any subsidiary to employ or utilize the services of the Recipient or to retain the  Recipient in its employ or to engage or retain the services of the Recipient.  11.  Time for Acceptance.  Unless the Recipient shall evidence acceptance of this  Restricted Stock Unit Agreement by electronic or other means prescribed by the Committee  within sixty (60) days after its delivery, the RSUs and Dividend Equivalents shall be null and  void (unless waived by the Committee).  12.  Right of Repayment.  In the event that the Recipient breaches any confidentiality,  inventions, non-solicitation and/or non-competition agreement with the Company, the Recipient  shall pay to the Company an amount equal to the excess of the Fair Market Value of the  Underlying Shares as of the date of settlement (whether settled in cash or Stock) over the  Purchase Price, if any, paid (or deemed paid) together with the value of any Dividend  Equivalents; provided, however, that the Committee in its discretion may release the Recipient  from the requirement to make such payment, if the Committee determines that the Recipient’s  breach of such agreement is not inimical to the best interests of the Company.  In accordance  with applicable law, 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 Recipient.  For  purposes of this Section 12, the term “Company” refers to the Company as defined in the last  sentence of Section 1 of the Plan.  13.  Section 409A of the Internal Revenue Code.  The RSUs and Dividend Equivalents  granted hereunder are intended to avoid the potential adverse tax consequences to the Recipient  of Section 409A of the Code and the Committee may make such modifications to this Restricted  Stock Unit Agreement as it deems necessary or advisable to avoid such adverse tax  consequences.  If and to the extent that the RSUs and Dividend Equivalents are subject to  Section 409A, in addition to the provisions of Section 12(f) of the Plan, any payment upon  termination of the Relationship shall be made only upon a “separation from service” under  Section 409A, and the Recipient may not directly or indirectly designate the calendar year of a  payment.  14.  Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any  documents related to current or future participation in the Plan by electronic means.  The  Recipient consents to receive such documents by electronic delivery and agrees to participate in  the Plan through an on-line or electronic system established and maintained by the Company or a  third party designated by the Company.  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  6    4879-7619-8152, v.2  15.  Company Policies.  This RSU shall be subject to any applicable clawback or  recoupment policies, share trading policies, and other policies that may be implemented by the  Board from time to time, in accordance with applicable law.    16.  Nature of Award.  By accepting this RSU, the Recipient acknowledges, understands  and agrees that:  (a) the Plan is established voluntarily by the Company, is discretionary in  nature and may be modified, amended, suspended or terminated by the Company at any  time, to the extent permitted by the Plan and this Restricted Stock Unit Agreement;  (b) the grant of this RSU is voluntary and occasional and does not create any  contractual or other right to receive future awards under the Plan or benefits in lieu of  Plan awards, even if RSUs or other Plan awards have been granted in the past;  (c) all decisions with respect to future RSU awards will be at the sole  discretion of the Committee;  (d) he or she is voluntarily participating in the Plan;  (e) the future value of the Underlying Shares is unknown and cannot be  predicted with certainty;  (f) if the Recipient resides and/or works outside the United States, the  following additional provisions shall apply:   (i) this RSU, including any Dividend Equivalents, and the Underlying  Shares are not intended to replace any pension rights or compensation;  (ii) this RSU, including any Dividend Equivalents, and the Underlying  Shares (including value attributable to each) do not constitute compensation of  any kind for services of any kind rendered to the Company and/or any subsidiary  thereof and are outside the scope of the Recipient’s employment contract, if any;  (iii) this RSU, including any Dividend Equivalents, and any Underlying  Shares (including the value attributable to each) are not part of normal or  expected compensation or salary, including, but not limited to, for purposes of  calculating any severance, resignation, termination, redundancy, dismissal, end- of-service payments, bonuses, service awards, pension or retirement or welfare  benefits or similar payments unless such other arrangement explicitly provides to  the contrary;  (iv) no claim or entitlement to compensation or damages shall arise  from forfeiture of the RSU, including any Dividend Equivalents, resulting from  the Recipient’s termination of the Relationship for any reason, and in  consideration of this RSU, including any Dividend Equivalents, the Recipient  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  7    4879-7619-8152, v.2  irrevocably agrees never to institute a claim against the Company and/or  subsidiary, waives his or her ability to bring such claim and releases the Company  and/or subsidiary from any claim; if, notwithstanding the foregoing, such claim is  allowed by a court of competent jurisdiction, then by accepting this RSU,  including any Dividend Equivalents, the Recipient is deemed irrevocably to have  agreed not to pursue such claim and agrees to execute any and all documents  necessary to request dismissal or withdrawal of such claims; and  (g) the Company shall not be liable for any foreign exchange rate fluctuation  between the Recipient’s local currency and the United States dollar that may affect the  value of this RSU or any amounts due pursuant to the settlement of the RSU or the  subsequent sale of any Underlying Shares acquired upon settlement.  17.  Appendix.  Notwithstanding any provision in this Restricted Stock Unit Agreement,  this RSU shall be subject to any special terms and conditions set forth in any Appendix to this  Restricted Stock Unit Agreement for the Recipient’s country of residence or in which the  Recipient works.  Moreover, if the Recipient relocates to one of the countries included in the  Appendix, the special terms and conditions for such country will apply to the Recipient, to the  extent the Company determines that the application of such terms and conditions is necessary or  advisable in order to comply with local law or facilitate the administration of the Plan.  The  Appendix constitutes part of this Restricted Stock Unit Agreement.  18.  General Provisions.  (a)  Amendment; Waivers.  This Restricted Stock Unit 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 Restricted Stock Unit Agreement and applicable law, 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 Recipient 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 Recipient, to the extent  permitted by applicable law.  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 Recipient shall have the right to receive, upon request, a written  confirmation from the Company of the Customizing Information.  (b)  Binding Effect.  This Restricted Stock Unit 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)  Fractional RSUs, Underlying Shares and Dividend Equivalents.  All fractional  Underlying Shares and Dividend Equivalents settled in Stock resulting from the  application of the Vesting Schedule or the adjustment provisions contained in the Plan  shall be rounded down to the nearest whole share.  If cash in lieu of Underlying Shares is  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  8    4879-7619-8152, v.2  delivered at settlement, or Dividend Equivalents are settled in cash, the amount paid shall  be rounded down to the nearest penny.  (d)  Governing Law.  This Restricted Stock Unit 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.    (e)  Construction.  This Restricted Stock Unit Agreement is to be construed in  accordance with the terms of the Plan.  In case of any conflict between the Plan and this  Restricted Stock Unit Agreement, the Plan shall control.  The titles of the sections of this  Restricted Stock Unit 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.  (f)  Language. If the Recipient receives this Restricted Stock Unit Agreement, or  any other document related to this RSU and/or the Plan translated into a language other  than English and if the meaning of the translated version is different than the English  version, the English version will control.  (g)  Data Privacy.   (i) The Recipient hereby explicitly and unambiguously consents to the  collection, use and transfer, in electronic or other form, of the Recipient’s  personal data as described in this Restricted Stock Unit Agreement by and among,  as applicable, his or her employer, the Company and its subsidiaries for the  exclusive purpose of implementing, administering and managing the Recipient’s  participation in the Plan.  (ii) The Recipient understands that his or her employer, the Company  and its subsidiaries, as applicable, hold certain personal information about the  Recipient regarding his or her employment, the nature and amount of the  Recipient’s compensation and the fact and conditions of the Recipient’s  participation in the Plan, including, but not limited to, the Recipient’s name, home  address, telephone number and e-mail address, date of birth, social insurance  number or other identification number, salary, nationality, job title, any shares of  stock or directorships held in the Company and its subsidiaries, details of all  options, awards or any other entitlement to shares of stock awarded, canceled,  exercised, vested, unvested or outstanding in the Recipient’s favor, for the  purpose of implementing, administering and managing the Plan (the “Data”).  (iii) The Recipient understands that the Data may be transferred to any  third parties assisting in the implementation, administration and management of  the Plan, that these third parties may be located in the Recipient’s country, or  elsewhere, and that the third party’s country may have different data privacy laws  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  9    4879-7619-8152, v.2  and protections than the Recipient’s country.  The Recipient understands that the  Recipient may request a list with the names and addresses of any potential  recipients of the Data by contacting his or her local human resources  representative.  The Recipient authorizes the recipients to receive, possess, use,  retain and transfer the Data, in electronic or other form, for the purposes of  implementing, administering and managing the Recipient’s participation in the  Plan, including any requisite transfer of such Data as may be required to a broker  or other third party.  The Recipient understands that the Data will be held only as  long as is necessary to implement, administer and manage Recipient’s  participation in the Plan.  The Recipient understands that he or she may, at any  time, view the Data, request additional information about the storage and  processing of the Data, require any necessary amendments to the Data or refuse or  withdraw the consents herein, in any case without cost, by contacting in writing  the Recipient’s local human resources representative.  The Recipient understands,  however, that refusing or withdrawing his or her consent may affect the  Recipient’s ability to participate in the Plan.  For more information on the  consequences of refusal to consent or withdrawal of consent, the Recipient  understands that the Recipient may contact his or her local human resources  representative.  (h)  Notices.  Any notice in connection with this Restricted Stock Unit Agreement  shall be deemed to have been properly delivered if it is delivered in the form specified by  the Committee as follows:  To the Recipient: Last address provided to the Company  To the Company: Iron Mountain Incorporated  One Federal Street  Boston, Massachusetts 02110  Attn:  Chief Financial Officer  (i)  Version Number.  This document is Version 4 of the Iron Mountain  Incorporated 2014 Stock and Cash Incentive Plan Restricted Stock Unit Agreement.     





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  10    4879-7619-8152, v.2  IRON MOUNTAIN INCORPORATED  Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan  Restricted Stock Unit Agreement  Appendix  Country-Specific Provisions  Terms and Conditions  This Appendix includes additional, or if so indicated replaces, certain terms and conditions that  govern an RSU granted under the Plan if a Recipient resides or works in one of the countries  listed below.  Capitalized terms used but not defined in this Appendix have the meanings set  forth in the Plan and/or the Restricted Stock Unit Agreement.  Notifications  The information contained herein is general in nature and may not apply to each particular  Recipient’s situation and the Company is not in a position to assure a Recipient of any particular  result.  Accordingly, the Recipient is advised to seek appropriate professional advice as to how  the relevant laws in a particular country may apply to his or her situation.  If the Recipient is a citizen or resident of a country other than the one in which the Recipient is  currently working, transfers employment or service location after the Grant Date, or is  considered a resident of another country for local law purposes, the information contained herein  may not apply to the Recipient, and the Company shall, in its discretion, determine to what  extent the terms and conditions contained herein shall apply.  Australia  OFFER TO AUSTRALIAN RESIDENT EMPLOYEES  This Offer Document sets out information regarding the participation of Australian resident  employees of Iron Mountain Incorporated (the “Company”) and its Australian subsidiaries in  grant of an award of restricted stock units made under the Iron Mountain Incorporated 2014  Stock and Cash Incentive Plan, as amended and in effect from time to time (the “Plan”).  Investment in securities involves a degree of risk and there is no guarantee of the future  value of, or returns from, securities the Recipient may acquire under the Plan.   Employees who elect to participate in the Plan should consider all risk factors relevant to  the acquisition of securities under the Plan as set out in this document and any associated  documents.   The information contained in this document and any associated documents is general  information only.  It is not advice or information specific to the Recipient’s objectives,  financial situation or needs.  Australian employees should consider obtaining their own  financial product advice from an independent person who is licensed by the Australian  Securities and Investments Commission to give advice about participation in the Plan.  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  11    4879-7619-8152, v.2    1. OFFER AND TERMS OF PARTICIPATION  This Offer Document relates to an invitation by the Company to eligible employees in Australia  to accept grants of restricted stock unit awards made under the Plan.  The awards will be issued  at no cost to the Recipient.  The terms of Recipient’s participation are set out in the Plan, the Prospectus, the Restricted Stock  Unit Agreement and this Offer Document.  By accepting a grant of a restricted stock unit award, the Recipient will be bound by terms set  out in the Plan, the Prospectus, the Restricted Stock Unit Agreement and this Offer Document.  2. HOW CAN I ASCERTAIN THE CURRENT MARKET PRICE OF SHARES  UNDERLYING THE RESTRICTED STOCK UNIT AWARD IN AUSTRALIAN  DOLLARS?  The Recipient could, from time to time, ascertain the market price of a share of common stock in  the Company (“Company Stock”) by obtaining that price from the NASDAQ website, the  Company website or The Wall Street Journal, and multiplying that price by a published  exchange rate to convert U.S. Dollars into Australian Dollars, to determine the Australian dollar  equivalent of that current market price.  3. RISKS OF ACQUIRING AND HOLDING SHARES  Acquiring and holding restricted stock units and shares of Company Stock involves risk.  These  risks include that:   (a) there is no guarantee that the shares will grow in value - they may decline in  value.  Stock markets are subject to fluctuations and the price of shares can rise and fall,  depending upon the Company's performance and other internal and external factors;   (b) there is no assurance that the Company will pay dividends even if its earnings  increase; and   (c) there are tax implications involved in acquiring and holding restricted stock units  and shares of Company Stock and the tax regime applying to the Recipient may change.  Availability of Plan.  The Company will, within a reasonable time of the Recipient so requesting,  provide the Recipient with a copy of the Plan, without charge.  Data Protection.    For the purposes of Section 2 of the Addendum to the Restricted Stock Unit Agreement titled  Data Privacy:    (a) Recipient understands that recipients of the Data may be located in the United  States;   (b) Recipient understands that, by consenting to the disclosure of the Data to  recipients located overseas, Australian Privacy Principle (APP) 8.1 will not apply to the  disclosure and as a result Recipient’s employer will not be accountable under the Privacy Act  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  12    4879-7619-8152, v.2  1988 (Cth) and Recipient may not be able to seek redress under the Privacy Act 1988 (Cth) in  respect of this Data; and   (c) Recipient acknowledges that Recipient’s employer's privacy policy contains  information about how Recipient may access the Data about Recipient that it holds and seek the  correction of such Data.  It also contains information about how Recipient may complain about a  breach of the APPs and how Recipient’s employer will deal with such a complaint.  Canada  RSUs Payable Only in Shares.  Notwithstanding any discretion in the Plan or anything to the  contrary in this Restricted Stock Unit Agreement, the grant of the RSUs does not provide the  Recipient any right to receive a cash payment and the RSUs may be settled only in shares of  Company Stock.  Vesting.  For purposes of Section 2 of the Restricted Stock Unit Agreement, the date of  termination of the Relationship will occur on the date active and actual employment or the  provision of other services ceases, irrespective of whether such termination of employment or  services is wrongful or otherwise, and will not be extended by any period of notice or  compensation in lieu thereof.   Time for Acceptance.  This provision supplements Section 11 of the Restricted Stock Unit:  The Recipient agrees that his or her acceptance of this award and participation in the Plan  is voluntary and has not been induced by the promise of employment or continued  employment with the Company or any subsidiary.  France  By accepting this agreement, you grant your employing company permission to share your  individual tax rate information with Iron Mountain Incorporated and related third parties where it  is required in order to administer your equity award vesting and acknowledge that such  information is governed by the data privacy provisions of this agreement.  En acceptant cet accord, vous autorisez l'entreprise qui vous emploie à partager des informations  sur votre taux d'imposition individuel avec Iron Mountain Incorporated et des tiers associés qui  requièrent ces informations pour gérer vos primes en action et reconnaissez que ces informations  sont régies par les provisions en matière de confidentialité des données présentes dans cet  accord.  Information and Disclaimer.  Please be mindful that:     (1) This offer does not require a prospectus to be submitted for approval to the  Autorité des Marchés Financiers (“AMF”);  (2)  The Recipient may take part in the offer solely for his or her own account; and  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  13    4879-7619-8152, v.2  (3) Any financial instruments thus acquired cannot be distributed directly or  indirectly to the public otherwise than in accordance with Articles L. 411-1, L.  411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.  The information provided to the Recipient in this Restricted Stock Unit Agreement, the  Plan or other documents supplied to the Recipient in connection with the award to the Recipient  of a restricted stock unit is provided as factual information only and as such is not intended to  induce the Recipient to accept to enter into this Restricted Stock Unit Agreement.  Any such  information does not give or purport to give any indication of the likely future financial success  or performance of the Company and historical financial information gives no indication of future  financial performance.  The value of a share of Stock of the Company may go down as well as up and the  Recipient must make his or her own decision as to whether he or she wishes to receive shares of  Common Stock of the Company in the conditions set forth in the Plan.  Should the Recipient be  in any doubt as to the contents of the offer of this RSU or what course of action to take in  relation to the offer, the Recipient is recommended to seek immediately his or her own personal  financial advice from the Recipient’s stockbroker, bank manager, solicitor, accountant or other  independent financial advisor duly authorized by the competent authorities or bodies.  Vesting.  This provision replaces the first sentence of Section 2(a) of the Restricted Stock Unit  Agreement:  If the Recipient remains in an employment, contractual or other service relationship with  the Company (“Relationship”) as of a “Vesting Date,” as specified in the Customizing  Information, all or a portion, as applicable (the “Incremental Amount,” as specified in the  Customizing Information), of the RSUs shall vest on such date.  Right of Repayment.  Section 12 of the Restricted Stock Unit Agreement shall not apply to the  RSU.  Informations et avis de non-responsabilité. Veuillez garder à l'esprit que :    (1)       Cette offre ne nécessite aucun prospectus visé par l'Autorité des Marchés Financiers  (“AMF”) ;    (2)       Le Bénéficiaire pourra participer à l'offre uniquement pour son propre compte ; et    (3)       Tout instrument financier acquis de la sorte ne peut être distribué directement ou  indirectement au public, sauf dans les cas prévus par les articles L. 411-1, L. 411-2, L. 412-1 et  L. 621-8 à L. 621-8-3 du Code Monétaire et Financier.    Les informations fournies au bénéficiaire dans le présent Accord sur les Unités d'Actions  Restreintes, le plan ou d'autres documents fournis au bénéficiaire en relation avec l'attribution au  bénéficiaire d'une unité de stock restreinte sont fournies à titre d'information factuelle  uniquement et, en tant que telles, ne visent pas à inciter le bénéficiaire à accepter de s'engager  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  14    4879-7619-8152, v.2  dans le présent Accord sur les Unités d'Actions Restreintes. Ces informations ne donnent ou ne  prétendent donner aucune indication sur la réussite ou les résultats financiers futures probables  de la société et les informations financières historiques ne donnent aucune indication sur les  résultats financiers futurs.  La valeur d'une action de la société peut baisser ou augmenter, et le bénéficiaire doit décider lui- même s'il souhaite recevoir des actions ordinaires de la société, dans les conditions établies dans  le plan. En cas de doute de la part du Bénéficiaire concernant le contenu de la présente offre  d'UAR ou la démarche à suivre relative à cette offre, il est recommandé au Bénéficiaire de  consulter immédiatement pour avis son propre conseiller financier personnel, qu'il s'agisse d'un  courtier, d'un directeur de banque, d'un notaire, d'un comptable ou de tout autre conseiller  financier indépendant dûment autorisé par les autorités ou organes compétents.    Acquisition.  Cette disposition remplace la première phrase de la Section 2(a) de l'Accord sur les  Unités d'Actions Restreintes :    Si le Bénéficiaire conserve une relation d'emploi, contractuelle ou autre relation de prestation de  service avec la Société ("Relation") à la "Date d'acquisition", tel que précisé dans les  Informations de Personnalisation, la totalité ou une partie, selon le cas (le "Montant  supplémentaire" tel qu'indiqué dans les Informations de Personnalisation), des UAR deviendra  acquise à ladite date.    Droit au remboursement.  La Section 12 de l'Accord sur les Unités d'Actions Restreintes ne  s'applique pas aux UAR.  Hungary  Grant.  Any shares acquired under the Plan are deemed as privately placed under Act No. CXX  of 2011 on the Capital Market.  The Netherlands  Effect Upon Employment and Performance of Services.  This provision supplements Section 10  of the Restricted Stock Unit Agreement:  RSUs and Dividend Equivalents shall not form part of the employment or services  conditions of the Recipient, nor shall they be treated (either at the time when it might  apply or in any period prior thereto or any period thereafter) as remuneration for the  purpose of pension arrangements nor shall they form any other employment or services  related entitlement.  RSUs and Dividend Equivalents shall not be included in the  calculation of a possible severance payment and the Recipient waives all rights (if any)  that he or she may have in this regard.  New Zealand  You have been granted an award of RSUs under the Plan.  You have been or will be provided  with a description of the Plan and its terms and conditions separately to this document.  In  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  15    4879-7619-8152, v.2  compliance with an exemption to the New Zealand Financial Markets Conduct Act 2013 you  must be provided with the following information.  Annual Report and Financial Statements  You have the right to receive from the Company on request, free of charge, a copy of the  Company’s latest annual report, financial statements and audit report on those financial  statements.  You can obtain a copy of these documents electronically at the following website  address http://investors.ironmountain.com/company/for-investors/investors- overview/default.aspx or by emailing our Investor Relations department at  investorrelations@ironmountain.com.  Warning  This is a grant of restricted stock units (RSUs). If the RSUs vest, in accordance with the terms of  the Plan, you will receive shares of the Company’s Stock or a cash settlement. The shares will  give you a stake in the ownership of the Company. You may receive a return if dividends are  paid.  If the Company runs into financial difficulties and is wound up, you will be paid only after all  creditors and holders of any preference shares have been paid. You may lose some or all of your  investment.  New Zealand law normally requires people who offer financial products to give information to  investors before they invest. This information is designed to help investors to make an informed  decision.  The usual rules do not apply to this offer because it is made under an employee share purchase  scheme. As a result, you may not be given all the information usually required. You will also  have fewer other legal protections for this investment.  Ask questions, read all documents carefully, and seek independent financial advice before  committing yourself.  The RSUs are not listed.  The shares of the Company’s Stock are listed on the New York Stock  Exchange (NYSE). This means you may be able to sell the shares, if received on vesting of the  RSUs, on the NYSE if there are interested buyers. You may get less than you invested. The price  will depend on the demand for the shares.    Poland  Right of Repayment.  The right of repayment provided in Section 12 of this Restricted Stock  Unit Agreement shall be subject to concluding a non-competition agreement, according to the  relevant provisions of Polish law.  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  16    4879-7619-8152, v.2  Governing Law.  This provision supplements Section 18(d) of the Restricted Stock Unit  Agreement:  Any disputes resulting from this Restricted Stock Unit Agreement shall be settled  exclusively by United States federal courts in the Commonwealth of Massachusetts.  Language.  This provision replaces Section 18(f) of the Restricted Stock Unit Agreement:  This Restricted Stock Unit Agreement was executed in two (2) identical counterparts,  each in Polish and English versions, and one for each of the Company and the Recipient.   In the case of any discrepancy between the Polish and English version, the Polish version  will prevail.  United Kingdom  RSUs Payable Only in Shares.  Notwithstanding any discretion in the Plan or anything to the  contrary in this Restricted Stock Unit Agreement, the grant of the RSUs does not provide the  Recipient any right to receive a cash payment and the RSUs may be settled only in shares of  Company Stock.  Withholding Taxes.  This provision replaces the first sentence of Section 5 of the Restricted  Stock Unit Agreement:  If a liability arises in connection with the award, holding, vesting or settlement of  RSUs and/or Dividend Equivalents under which the Company or any subsidiary  employing the Recipient is obliged to account for the tax and/or primary social security  contributions (otherwise known as employee’s National Insurance Contributions)  (“Employee Tax Liability”), then:  (a)  If the Dividend Equivalent is cash settled, the Company or the relevant  subsidiary may withhold the Employee Tax Liability from the sum of cash due to  the Recipient; or  (b)  If the RSU and/or Dividend Equivalent is Stock settled, then unless  the Recipient makes a payment of an amount equal to the Employee Tax Liability  within seven (7) days of being notified by his or her employer or the Company of  the amount of the Employee Tax Liability, the Company may withhold sufficient  of the shares of Company Stock resulting from the settlement of the RSU and/or  Dividend Equivalent and arrange payment to the subsidiary on which the  Employee Tax Liability falls of an amount equal to the Employee Tax Liability.   If shares are withheld to cover the obligation for the Employee Tax Liability, then  for tax purposes, the Recipient shall be deemed to have been issued the full  number of shares of Company Stock with respect to the vested RSUs  notwithstanding that a number of shares are held back for purposes of paying the  Employee Tax Liability.    





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  17    4879-7619-8152, v.2    Effect Upon Employment and Performance of Services.  This provision supplements Section 10  of the Restricted Stock Unit Agreement:  The Recipient shall have no entitlement to compensation or damages in consequence of  the termination of his or her employment with the Company or any employing subsidiary  for any reason whatsoever and whether or not in breach of contract, in so far as such  entitlement arises or may arise from his or her ceasing to have rights under the RSU as a  result of such termination or from the loss or diminution in value of the same and, upon  grant, the Recipient shall be deemed irrevocably to have waived such entitlement.  Any EU Country  Data Privacy. This provision replaces Section 18(g) of the Restricted Stock Unit Agreement in  its entirety:    i. The Recipient hereby acknowledges and understands that the Recipient’s personal data is  collected, retained, used, processed, disclosed and transferred, in electronic or other form,  as described in this Restricted Stock Unit Agreement by and among, as applicable, the  Recipient’s employer, the Company and its subsidiaries, and third parties assisting in the  implementation, administration and management of the Plan for the exclusive purpose of  implementing, administering and managing the Recipient’s participation in the Plan.  ii. The Recipient understands that the Company and its subsidiaries (including his or her  employer), as applicable, hold certain personal information about him or her regarding  the Recipient’s employment, the nature and amount of the Recipient’s compensation and  the fact and conditions of the Recipient’s participation in the Plan, including, but not  limited to, his or her name, home address, telephone number and e-mail address, date of  birth, social insurance number or other identification number, salary, nationality, job title,  any equity or directorships held in the Company and details of all options or any other  entitlement to equity awarded, canceled, exercised, vested, unvested or outstanding in his  or her favor, in connection with the implementation, management and administration of  the Plan (the “Data”).    The Recipient understands that the Data may be transferred to the Company, its subsidiaries and  any third parties assisting in the implementation, administration and management of the Plan,  that these entities or persons may be located in the Recipient’s country, or elsewhere, and that  such entity or person’s country may have a different or lower standard of data privacy rights and  protections than Recipient’s country.  The Recipient understands that he or she may request a list  with the names and addresses of any entities or persons that receive the Data by contacting the  Recipient’s local human resources representative.  The Recipient understands that the entities or  persons receive, possess, use, retain and transfer the Data, in electronic or other form, for the  purposes of implementing, administering and managing his or her participation in the Plan,  including transfers of such Data to a broker or other third party.  The Recipient understands that  the Data will be held only as long as is necessary to implement, administer and manage his or her  participation in the Plan in accordance with applicable law.  The Recipient understands that he or  she may, at any time, request to access or be provided the Data, request additional information  





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  18    4879-7619-8152, v.2  about the storage and processing of the Data, require any corrections or amendments to the Data  in any case without cost and to the extent permitted by law, by contacting in writing his or her  local human resources representative.  The Recipient understands, however, that objecting to the  processing of his or her Data may affect the Recipient’s ability to participate in the Plan.         





 






      Version 4 – Restricted Stock Unit Agreement 1/5/2022  19    4879-7619-8152, v.2  IRON MOUNTAIN INCORPORATED  Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan  Restricted Stock Unit Schedule    Participant Name  Employee ID    In accordance with the Restricted Stock Unit Agreement, of which this Restricted Stock  Unit Schedule is a part (which together, constitute the “Customizing Information”), the Company  hereby grants to Participant Name (the “Recipient”) the following Restricted Stock Units:  Grant Date:    Grant Date  Grant Type:    Grant Type  Number of Units Granted:  Number of Awards Granted  Grant Date Fair Market Value: Grant Date FMV  Vesting Schedule:   Vesting Schedule  Form of Settlement:   Stock      ACCEPTANCE BY RECIPIENT  IN WITNESS WHEREOF, the Company has caused this Restricted Stock Unit Agreement to be  issued as of the date set forth above.  Acceptance Date    Electronic Signature