exhibit1037optionawardag






  Exhibit 10.37                                                                                                                      Version 5 – Stock Option Award Agreement 1/5/22    4895-2212-6344, v.2  IRON MOUNTAIN INCORPORATED  Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan  Stock Option Agreement  This Stock Option 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 record keeper for the Iron Mountain Incorporated 2014  Stock and Cash Incentive Plan, as amended and in effect from time to time (the “Plan”), 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 “Optionee”).  This instrument and  the Customizing Information are collectively referred to as the “Option Agreement.”  WITNESSETH THAT:  WHEREAS, the Company has instituted the Plan; and  WHEREAS, the Compensation Committee (the “Committee”) has authorized the grant of  a stock option upon the terms and conditions set forth below and pursuant to the Plan, a copy of  which is incorporated herein; and  WHEREAS, the Optionee acknowledges that he or she has carefully read this Option  Agreement and agrees, as provided in Section 18(a) below, that the terms and conditions of the  Option Agreement reflect the entire understanding between himself or herself and the Company  regarding this stock option (and the Optionee has not relied upon any statement or promise other  than the terms and conditions of the Option Agreement with respect to this stock option);  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 Optionee agree as follows.  1.  Grant.  Subject to the terms of the Plan and this Option Agreement, the Company  hereby grants to the Optionee a stock option (the “Option”) to purchase from the Company the  amount of Common Stock (“Stock”) shown in the Customizing Information under “Shares  Granted.”  If so provided in the “Grant Type” shown in the Customizing Information, this Option  is intended to constitute for United States income tax purposes an Incentive Stock Option and to  qualify for special United States federal income tax treatment under Section 422 of the Code and  upon exercise, the maximum number of shares that can be treated as Incentive Stock Options  shall be so treated, and the remainder shall be treated as Nonstatutory Stock Options.  2.  Grant Price.  This Option may be exercised at the “Grant Price” per share shown in the  Customizing Information, subject to adjustment as provided herein and in the Plan.  3.  Term and Exercisability of Option.  This Option shall expire at 4:00 p.m. Eastern  Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires  earlier pursuant to this Section 3 or any provision of the Plan.  At any time before its expiration,     





 






   Version 5 – Stock Option Award Agreement 1/5/22   2  4895-2212-6344, v.2    this Option may be exercised to the extent vested, as shown in the Customizing Information,  provided that:  (a)  at the time of exercise the Optionee is not in violation of any confidentiality,  inventions, non-solicitation and/or non-competition agreement with the Company;  (b)  the Optionee’s employment, contractual or other service relationship with the  Company (“Relationship”) must be in effect on a given date in order for any scheduled  increment in vesting, as set forth in the “Vesting Schedule” shown in the Customizing  Information, to become effective, except as provided in Section 3(c) below  (c)  if the Optionee’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 Option shall continue to vest on the schedule shown in the Customizing  Information, provided the Optionee continues to comply with any confidentiality,  inventions, non-solicitation and/or non-competition agreement with the Company;  (d)  this Option may not be exercised after the sixtieth (60th) day following the  date of termination of the Relationship between the Optionee and the Company, except  that (i) 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), the entire remaining Option shall become fully vested and the  unexercised portion of the Option shall remain exercisable thereafter for one (1) year and  (ii) if the Relationship terminates on account of the Optionee’s Retirement on or after the  sixth (6th) month anniversary of the Grant Date, the unexercised portion of the Option  that is vested or becomes vested pursuant to Section 3(c) above shall remain exercisable  thereafter until the Option Expiration Date as detailed in the Customizing Information;  and  (e)  in the event the Relationship is terminated for any reason (whether voluntary  or involuntary), (i) the Optionee’s right to vest in the Option will, except as provided in  Section 9(c) of the Plan or otherwise explicitly in Sections 3(c) and 3(d) or as provided  by the Committee, terminate as of the date of termination of the Relationship (and such  right shall not be extended by any notice period mandated under local law), (ii) the  Optionee’s continuing right (if any) to exercise the Option after termination of the  Relationship will be measured from the date of termination of the Relationship (and such  right will not be extended by any notice period mandated under local law) and (iii) the  Committee shall have the exclusive discretion to determine when the Relationship has  terminated for purposes of this Option (including determining when the Optionee is no  longer considered to be providing active service while on a leave of absence).  For purposes of this Section 3, 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  Optionee’s Relationship with the Company after the Optionee has attained age fifty-five (55),  has at least five (5) Years of Credited Service and has a combined age and Years of Credited  





 






   Version 5 – Stock Option Award Agreement 1/5/22   3  4895-2212-6344, v.2  Service of at least sixty-five (65). “Years of Credited Service” shall mean the Optionee’s years of  total adjusted service with the Company, calculated from the Optionee’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.  It is the Optionee’s responsibility to be aware of the date that the Option expires.  4.  Method of Exercise.  Prior to its expiration and to the extent that the right to purchase  shares of Stock has vested hereunder, this Option may be exercised in whole or in part from time  to time by notice provided in a manner consistent with the requirements of Section 5(e) of the  Plan, accompanied by payment in full of the Grant Price by means of payment acceptable to the  Company in accordance with Section 5(f) of the Plan.  As soon as practicable after its receipt of notice, the Company shall, without transfer or  issue tax to the Optionee (or other person entitled to exercise this Option), (i) deliver to the  Optionee (or other person entitled to exercise this Option), at the principal executive offices of  the Company or such other place as shall be mutually acceptable, 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) issue shares of its Stock in book entry form; provided,  however, that the time of delivery or issuance 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; and provided, further, that any shares delivered or issued shall remain subject to any  applicable securities law or trading restrictions imposed pursuant to the terms of this Option  Agreement and the Plan.   If the Optionee (or other person entitled to exercise this Option) fails to pay for and  accept delivery of all of the shares specified in the notice upon tender of delivery thereof, his or  her right to exercise this Option with respect to such shares not paid for may be terminated by the  Company.  5.  Withholding Taxes.  The Optionee hereby agrees, as a condition to any exercise of  this Option, to provide to the Company (or a subsidiary employing the Optionee, 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 Optionee’s participation in the Plan (the ”Withholding Amount”), if any, by (a)  authorizing the Company and/or any subsidiary employing the Optionee, as applicable, to  withhold the Withholding Amount from the Optionee’s cash compensation or (b) remitting the  Withholding Amount to the Company (or a subsidiary employing the Optionee, 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 Stock that  would otherwise be delivered upon exercise of this Option that number of shares having a Fair  Market Value on the date of exercise 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  





 






   Version 5 – Stock Option Award Agreement 1/5/22   4  4895-2212-6344, v.2  related to the Optionee’s participation in the Plan, the Optionee acknowledges that he or she, and  not the Company and/or any subsidiary, has the ultimate liability for any such items.  Further, if  the Optionee 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 Optionee 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 Option.  This Option shall not be assignable or transferable by  the Optionee 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 Optionee,  this Option shall be exercisable only by him or her, by a conservator or guardian duly appointed  for him or her by reason of the Optionee’s incapacity or by the person appointed by the Optionee  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 shares of Stock or other securities pursuant to the exercise of this  Option unless the shares of Stock or other securities with respect to which this Option is being  exercised 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 Optionee hereby represents, warrants and agrees that  he or she 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 Optionee further hereby agrees that as a condition to the purchase  of shares upon exercise of this Option, he or she 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 Optionee 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 exercise of this Option 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 Optionee shall have no rights as a stockholder with  respect to any shares covered by this Option until the date of issuance of a stock certificate (or  appropriate entry is made in the case of book entry form) to him or her for such shares.  No  adjustment shall be made for dividends or other 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).  10.  Effect Upon Employment and Performance of Services.  Nothing in this Option or  the Plan shall be construed to impose any obligation upon the Company or any subsidiary to  employ or utilize the services of the Optionee or to retain the Optionee in its employ or to engage  or retain the services of the Optionee.  





 






   Version 5 – Stock Option Award Agreement 1/5/22   5  4895-2212-6344, v.2  11.  Time for Acceptance.  Unless the Optionee shall evidence his or her acceptance of  this Option by electronic or other means prescribed by the Committee within sixty (60) days  after its delivery, the Option shall be null and void (unless waived by the Committee).  12.  Notice of Disqualifying Disposition.  If the “Grant Type” shown in the Customizing  Information indicates that the Option is an Incentive Stock Option, the Optionee agrees to notify  the Company promptly in the event that he or she sells, transfers, exchanges or otherwise  disposes of any shares of Stock issued upon exercise of the Option before the later of (a) the  second anniversary of the date of grant of the Option and (b) the first anniversary of the date the  shares were issued upon his or her exercise of the Option.  13.  Right of Repayment.  In the event that the Optionee breaches any confidentiality,  inventions, non-solicitation and/or non-competition agreement with the Company, the Optionee  shall pay to the Company an amount equal to the excess of the Fair Market Value of the Stock as  of the date of exercise over the price paid for such shares; provided, however, that the Committee  in its discretion may release the Optionee from the requirement to make such payment, if the  Committee determines that the Optionee’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 Optionee.  For purposes of this Section 13, the term “Company”  refers to the Company as defined in the last sentence of Section 1 of the Plan.  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  Optionee 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.  15.  Company Policies.  This Option 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 Option, the Optionee 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 Option Agreement;  (b) the grant of this Option 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 Options or other Plan awards have been granted in the past;  (c) all decisions with respect to future Option grants or Plan awards will be at  the sole discretion of the Committee;  (d) he or she is voluntarily participating in the Plan;  





 






   Version 5 – Stock Option Award Agreement 1/5/22   6  4895-2212-6344, v.2  (e) the future value of shares of Stock underlying the Option is unknown and  cannot be predicted with certainty;  (f) if the underlying shares of Stock do not increase in value, the Option, as  measured by the difference between the fair market value of the Stock and the Grant  Price, will have no value;  (g) if the Optionee exercises the Option and acquires shares of Stock, the  value of such shares may increase or decrease in value;  (h) if the Optionee resides and/or works outside the United States, the  following additional provisions shall apply:  (i) the Option and any shares of Stock acquired under the Plan do not  replace any pension or retirement rights or compensation;  (ii) the Option and any shares of Stock acquired under the Plan  (including the 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 Optionee’s employment contract, if any;  (iii) the Option and any shares of Stock acquired under the Plan (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 Option resulting from a termination of the Relationship for  any reason and in consideration of the grant of the Option, the Optionee  irrevocably agrees never to institute a claim against the Company and/or any  subsidiary, waives his or her ability to bring such claim and releases the Company  and/or its subsidiaries from any claim; if, notwithstanding the foregoing, such  claim is allowed by a court of competent jurisdiction, then by accepting this  Option, the Optionee 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  (i) the Company shall not be liable for any foreign exchange rate fluctuation  between the Optionee’s local currency and the United States dollar that may affect the  value of the Option or any amounts due pursuant to the exercise of the Option or the  subsequent sale of any shares of Stock acquired upon settlement.  17.  General Provisions.  (a)  Amendment; Waivers.  This Option Agreement, including the Plan, contains  the full and complete understanding and agreement of the parties hereto as to the subject  





 






   Version 5 – Stock Option Award Agreement 1/5/22   7  4895-2212-6344, v.2  matter hereof, and except as otherwise permitted by the express terms of the Plan, this  Option 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 Optionee 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 Optionee, 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 Optionee shall have  the right to receive, upon request, a written confirmation from the Company of the  Customizing Information.  (b)  Binding Effect.  This Option 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)  Governing Law.  This Option 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.  (d)  Construction.  This Option Agreement is to be construed in accordance with  the terms of the Plan.  In case of any conflict between the Plan and this Option  Agreement, the Plan shall control.  The titles of the sections of this Option 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.  (e)  Language. If the Optionee receives this Option Agreement, or any other  document related to the Option 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.  (f)  Data Privacy.    (i) The Optionee hereby explicitly and unambiguously consents to the  collection, use and transfer, in electronic or other form, of the Optionee’s personal  data as described in this Option 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 Optionee’s participation in the  Plan.  (ii) The Optionee understands that his or her employer, the Company  and its subsidiaries, as applicable, hold certain personal information about the  Optionee regarding his or her employment, the nature and amount of the  Optionee’s compensation and the fact and conditions of the Optionee’s  





 






   Version 5 – Stock Option Award Agreement 1/5/22   8  4895-2212-6344, v.2  participation in the Plan, including, but not limited to, the Optionee’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 Optionee’s favor, for the purpose  of implementing, administering and managing the Plan (the “Data”).  (iii) The Optionee 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 Optionee’s country, or  elsewhere, and that the third party’s country may have different data privacy laws  and protections than the Optionee’s country.  The Optionee understands that the  Optionee 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 Optionee 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 Optionee’s participation in the  Plan, including any requisite transfer of such Data as may be required to a broker  or other third party.  The Optionee understands that the Data will be held only as  long as is necessary to implement, administer and manage Optionee’s  participation in the Plan.  The Optionee 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 Optionee’s local human resources representative.  The Optionee understands,  however, that refusing or withdrawing his or her consent may affect the  Optionee’s ability to participate in the Plan.  For more information on the  consequences of refusal to consent or withdrawal of consent, the Optionee  understands that the Optionee may contact his or her local human resources  representative.  (g)  Notices.  Any notice in connection with this Option Agreement shall be  deemed to have been properly delivered if it is delivered in the form specified by the  Committee as follows:  To the Optionee: To his or her last address provided to the Company  To the Company: Iron Mountain Incorporated  One Federal Street  Boston, Massachusetts 02110  Attn:  Chief Financial Officer  (h)  Version Number.  This document is Version 5 of the Iron Mountain  Incorporated 2014 Stock and Cash Incentive Plan Stock Option Agreement.    





 






      Version 5 – Stock Option Award Agreement 1/5/22   9    4895-2212-6344, v.2  IRON MOUNTAIN INCORPORATED  Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan  Stock Option Schedule  Participant Name  Employee ID    In accordance with the Stock Option Agreement, of which this Stock Option Schedule is  a part (which together, constitute the “Option Agreement”), the Company hereby grants to  Participant Name (the “Optionee”) the following Option to purchase shares of Stock:    Grant Date:    Grant Date  Grant Type:    Grant Type  Shares Granted:    Number of Awards Granted  Grant Price:    Grant Price  Expiration Date:   Expiration Date  Vesting Schedule:   Vesting Schedule      ACCEPTANCE BY OPTIONEE  IN WITNESS WHEREOF, the Company has caused this Option Document to be issued as of the  date set forth above.  Acceptance Date  Electronic Signature