exhibit1048non-employeed






  Exhibit 10.48  IRON MOUNTAIN INCORPORATED  Compensation Plan for Non-Employee Directors    Restatement Date  As of January 1, 2022    Eligibility   All non-employee Directors    Annual Board Retainer  $80,000 per year; paid in advance in quarterly installments    Annual Committee Retainers In addition to the Annual Board Retainer, a $15,000 per year retainer for  members of the Audit, Compensation, Finance, Nominating and  Governance, Risk and Safety or Technology Committees; in each case  paid in advance in quarterly installments    Annual Chair Retainers In addition to the Annual Board Retainer and any Annual Committee  Retainers, a $20,000 per year retainer for acting as Chair of the Audit,  Compensation, Finance, Nominating and Governance, Risk and Safety or  Technology Committees; and a $150,000 per year retainer for acting as  the Independent Chairman of the Board, paid in advance in quarterly  installments    Pro Rata Portion of Retainers A non-employee Director shall be entitled to retain the portion of the  Annual, Committee and Chair Retainers (as applicable) paid with respect  to the quarter in which he or she ceases to be a non-employee Director or  serve on a Committee or as a Committee Chair or Independent  Chairman, but shall not be entitled to any further portion of the  Retainer(s)    Meeting Expenses Reimbursement for all normal travel expenses to attend meetings;  reimbursements due shall be paid promptly after the end of each quarter,  subject to timely receipt of each director’s expense documentation    Amount of Stock Grant A stock grant in the form of restricted stock units will be made of that  number of whole shares of Iron Mountain Incorporated common stock  determined by dividing $170,000 by the stock’s “fair market value” (as  determined under the Iron Mountain Incorporated 2014 Stock and Cash  Incentive Plan, or any successor plan) on the date of grant    Timing of Stock Grants To be made annually to all non-employee Directors as of the first Board  meeting following the annual meeting of stockholders; newly elected  non-employee Directors receive a pro-rated grant on the date of their  election or appointment to the Board    Vesting of Stock Grants  100% on the date of grant    Purchase Price of Stock Grants $0.01    Restrictions on Transfer of None once vested; prior to vesting transfer is subject to Common Stock  restrictions set forth in the Iron Mountain Incorporated 2014 Stock and  Cash Incentive Plan  





 






  Exhibit 10.48    SEC Considerations Grants will generally be made under the Iron Mountain Incorporated  2014 Stock and Cash 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    Taxation of Stock Grants Non-employee Directors pay ordinary income tax (and SECA tax) at  time of vesting, which (except as described below) will also coincide  with the delivery of shares, based on the fair market value of the shares  on date of vesting; Iron Mountain receives a corresponding tax deduction  at that time    Election to Defer Retainers Non-employee Directors may elect to defer some or all of their Retainer  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);  amounts will be subject to ordinary income tax when distributed (at a  time elected by the non-employee Director)    Election to Defer Stock Grants Non-employee Directors may elect to defer some or all of their stock  grant under the Iron Mountain Incorporated Directors Deferred  Compensation Plan; at vesting, the Director’s account will be credited  with a number of phantom shares equal to the number of shares that  would otherwise have been delivered; deferral elections must be made by  December 31 of the year prior to the year in which the grant is made (or  within 30 days of becoming eligible for the Plan); amounts will be  subject to ordinary income tax when distributed (at a time elected by the  non-employee Director)      Adopted:  December 2, 2021