ex10-4.htm


    EXHIBIT
10.4

    


    AMENDMENT TO THE
STRATIFY, INC. 1999 STOCK PLAN

    
       

       

    

    1.  The Stratify,
Inc. 1999 Stock Plan, as previously amended (the “Stratify Plan”), shall be
further amended by adding the following new Section 9A:

     

    Section
9A.  Acceleration of Vesting on a
Vesting Change in Control.

     

    (a)  Notwithstanding
the provisions of Section 9 and except as otherwise explicitly provided in a
Stock Option Agreement, Stock Purchase Agreement or similar agreement, if as a
result of and within fourteen (14) days before or twelve (12) months after a
Vesting Change in Control (1) Optionee’s employment is terminated by Iron
Mountain or any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Iron Mountain or (2) Optionee terminates his or her employment
due to a Good Reason, then on the date of such termination, all outstanding
Options and other awards under the Stratify Plan held by Optionee that are
unvested as of the Vesting Change in Control shall immediately vest; provided,
however, that Optionee shall execute and deliver a reaffirmation of any Employee
Confidentiality and Non-Competition Agreement with Iron Mountain.

     

    (b)  For
purposes of this Section 9A, the following definitions shall apply:

     

    (1)  “Good
Reason” shall mean that any of the following occurs without Optionee’s prior
written consent:

     

    
      	
               
      

            	
              (i)

            	
              a
      diminution by Iron Mountain in the total annual compensation that Optionee
      is entitled to receive or a material diminution in the benefits Optionee
      is eligible to receive; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Iron
      Mountain requiring Optionee to be based at an office that is greater than
      fifty (50) miles from where Optionee’s office is located immediately prior
      to the Vesting Change in Control except for required travel on Iron
      Mountain’s business to an extent substantially consistent with the
      business travel obligations that Optionee undertook on behalf of Iron
      Mountain prior to the Vesting Change in
Control.

            


    

     

     

    (2)  “Iron
Mountain” shall mean the Company and any Parent or Subsidiary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3)  “Optionee”
shall mean an Optionee or a Purchaser, as applicable.

     

    (4)  “Vesting
Change in Control” shall mean the happening of any of the
following:

     

    
      	
               
      

            	
              (i)

            	
              when any
      “person,” as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934 (the “Exchange Act”), other than (A) the
      Company, (B) a subsidiary of the Company, (C) a Company employee benefit
      plan, including any trustee of such plan acting as a trustee, or (D)
      Optionee, or a “group” (as such term is used in Section 13(d)(3) of the
      Exchange Act) which includes Optionee, is or becomes the “beneficial
      owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, of securities of the Company representing fifty percent (50%)
      or more of the combined voting power of the Company’s then outstanding
      securities entitled to vote generally in the election of directors;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      effective date:  (A) of a merger or consolidation of the Company
      with any other third party, other than a merger or consolidation that
      would result in the voting securities of the Company outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity or the entity that controls such surviving entity) at least fifty
      percent (50%) of the total voting power represented by the voting
      securities of the Company, such surviving entity or the entity that
      controls such surviving entity outstanding immediately after such merger
      or consolidation; or (B) of the sale or disposition of the Company of all
      or substantially all of the Company’s assets;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              individuals
      who on December 4, 2008 constituted the Company’s Board of Directors
      (together with any new directors whose election to the Board of Directors,
      or whose nomination for election by the stockholders, was approved by a
      vote of two-thirds of the directors then in office who were either
      directors at the beginning of such period or whose election or nomination
      was previously so approved) cease to constitute a majority of the Board of
      Directors of the Company then in
office.

            


    

     

    2.  Except as
hereinabove amended, the provisions of the Stratify Plan shall remain in full
force and effect.

     

     

     

     

     

     

     

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