EXHIBIT
10.1


 





 


 


Contract of Employment (amended as of June 15, 2009)


 


with


 


Iron Mountain Belgium NV


 


 






 


Marc Duale


 






 

















 


This
document and the covering offer letter, together with the general terms and
conditions of employment contained in the employee handbook, comprises the
Contract of Employment between Marc Duale and Iron Mountain Belgium NV, (hereafter referred to as ‘the
Company’ or ‘Iron Mountain’).


 


1.             Details
of your position


 


	
  Secondment:

  	
  Following
  your recent promotion as President, Iron Mountain International, we agree
  that you need to spend more time in Asia Pacific to define our growth
  strategy in this theatre, particularly in China, India and Australia.  Consequently, Iron Mountain is seconding
  you to Hong Kong for an expected time period of 3 years.

  
	
   

  	
   

  
	
  Effective
  Date of Amendment:

  	
  Your
  employment with Iron Mountain started May 8, 2006.  This amendment commences as of
  June 15, 2009.

  
	
   

  	
   

  
	
  Job
  Title:

  	
  President,
  Iron Mountain International.  In this
  post, you will be responsible for Iron Mountain’s business throughout the
  Europe, Asia Pacific and Latin America theatres; however,  you may be required to carry out any other
  duties as determined by the management from time to time.

  
	
   

  	
   

  
	
  Reporting
  to:

  	
  Bob
  Brennan, President and Chief Executive Officer, Iron Mountain Incorporated.

  
	
   

  	
   

  
	
  Place
  of Work:

  	
  You
  will maintain an office in Hong Kong and wherever else appropriate to your
  business commitments and travel.  Due
  to the international business of Iron Mountain, you will be performing your
  services around the world.

  



 


2.             Remuneration


 


Salary:


 


For
the period from June 15, 2009 to December 10, 2009, your base salary
will continue to be £414,475 per annum. 
From December 10, 2009 onward your base salary will be €517,830 per
annum and paid in 13,92 installments.


 


Your
salary will continue to be paid into your bank account in Belgium on the 28th day of each month or the Friday before if the
28th falls on a Saturday and the
Monday thereafter if it falls on a Sunday.


 


Executive
Bonus Scheme:


 


Your
total annual incentive compensation opportunity for 2009 will continue to be
60% of your eligible earnings. Your total annual incentive compensation
opportunity for 2010 will be 80% of your eligible earnings.  Your incentive compensation is comprised of
several components.  Please refer to your
Incentive Compensation Plan document for specific component details.


 


The
plan will be payable annually, on or before March 15th following the
calendar year end, subject to the completion of financial reporting and
approval processes.  To receive payment,
you must be actively employed at the time of payment.


 


The
Company reserves the right to review this plan, normally on an annual basis.


 

















 


Housing
Allowance:


 


This
remains per your current arrangements, no additional payments will be made
regarding your stay in Hong Kong.


 


Children’s’
Education Fees:


 


This
remains per your current arrangements, no additional payments will be made
regarding your stay in Hong Kong.


 


Car / Car
Allowance:


 


You
will continue to have the option of a company car up to a capital value of
€74,944 or a car allowance up to a maximum of €24,981 per year.  If you chose the car allowance, Iron Mountain
will also provide a yearly motor insurance supplement, which is currently €812
per annum.  The amount of supplement used
will be taxed as a benefit in kind.  This
supplement may be reviewed by the company on a yearly basis, in line with
market fluctuations for insurance.  You
also have the option of a fuel card or cash allowance of €2,498 per annum.  Please refer to the Executive Car Policy
enclosed for full details of terms and conditions.


 


Work
Permit / Visa Procedures:


 


The
Company will continue to undertake the necessary work permit/visa procedures
for you to work legally in Hong Kong. 
This will be handled by Ernst & Young Hong Kong and paid for by
the Company or another entity of Iron Mountain.


 


3.             Currency


 


All
payments made after the execution of this Agreement will be paid out in Euros
(€).


 


4.             Personal
Travel:


 


Your
home country for travel allowance will be considered as Hong Kong.  Visits to your family outside of Hong Kong
should be accommodated within planned business trips or personal holiday.


 


5.             Holidays


 


Your
holiday entitlement will be 25 days per annum plus all Hong Kong public and
Belgian public holidays.


 


Note
that you may not carry forward unused holiday entitlement to another year.  Unearned holiday will be deducted from your
final pay.


 


6.             Sickness


 


In
case of incapacity arising from illness or accident, you will warn the Company
(if needed by telephone) before 10 a.m. on the first working day of
incapacity.


 


In
addition, within 48 hours following the beginning of the incapacity, you will
provide the Company with a medical certificate proving the incapacity, stating
its possible duration and specifying whether you are allowed to go out or not.


 


In
case of prolongation of the incapacity, you are bound to warn the Company
thereof and to provide the Company with a new medical certificate within the 48
hours.


 

















 


Any
unjustified absence may be regarded by the Company as a serious cause
justifying the termination of the contract without prior notice nor indemnity.


 


The
Company may request an independent medical report on your health and/or request
that you undergo a medical examination if you are absent from work due to
illness for more than 4 consecutive weeks, or if you are taking frequent short
periods of absence.  Please refer to the
Company’s Absence Policy for further details.


 


7.             Discretionary
Benefits


 


	
  Life
  Assurance:

  	
  The
  Company will provide life assurance cover equivalent to 4 times the amount of
  your basic annual salary from the date you join the Pension Scheme.  This cover is subject to joining the
  pension scheme.

  
	
   

  	
   

  
	
  Medical
  Insurance:

  	
  You
  will join the Company’s International Medical insurance plan through
  CIGNA.  Full family cover will remain
  available.  Additional details of the
  plan will be provided to you under separate cover.

  
	
   

  	
   

  
	
  Stock
  Options:

  	
  You
  have participated in the Iron Mountain 2002 Stock Option Plan and your
  entitlement in this respect remains unchanged.

  
	
   

  	
   

  
	
  Tax
  Assistance:

  	
  You
  will be liable for your personal taxes and the filing of your tax
  returns.  For the duration of your time
  in Hong Kong the Company will reimburse the cost of annual tax returns
  declarations up to an annual expense not to exceed €5,000.  To assist Iron Mountain in satisfying its
  tax reporting obligations in the various jurisdictions in which you work, you
  agree to provide Iron Mountain Incorporated’s Vice President of
  Compensation & Benefits with a report in the first month of each
  calendar quarter providing the allocation of days per jurisdiction in the preceding
  quarter.

  



 


8.             Termination


 


The
present contract may be terminated by each party in accordance with the
provisions of the Act of July 3rd, 1978.


 


Pursuant
to S. 82, §5 of the aforementioned Act, the parties agree that the Company will
observe, after the completion of the trial period, a notice period of minimum 4
months. This period shall be increased by a further period of three months at
the beginning of each period of five years service with the same employer.  Bonus payments will be made at the discretion
of the Chief Executive Officer of Iron Mountain Incorporated.


 


You
will at any time upon request, and in any event upon the termination of your
employment, return to the Company all Company property in your possession or
under your control including computer hardware, documents, disks and
tapes.  On leaving the Company you will
also be required to advise your line Manager of all access codes and passwords
within your knowledge, which relate to your employment with the Company.


 


Upon
the termination of your employment with Iron Mountain, you will return to Iron
Mountain all its property, including, without limitation, keys, telephones,
computers, PDAs, documents, records, electronic data and files, notes, papers,
reports and customer lists, and shall not keep originals or copies of such
property, regardless of the medium on which it is stored.


 

















 


9.             Conflict
of Interest


 


You
should not, directly or indirectly, engage in any other business activity or be
concerned in any other business which is similar to or competes with that
carried out by the Company.


 


You
must seek written consent from the Chief Executive Officer of Iron Mountain
Incorporated before you become involved in a business capacity with any
competitor, supplier or customer in circumstances which could be perceived to
compromise your position with the Company. 
You must also inform the Chief Executive Officer of Iron Mountain
Incorporated should any of your immediate family members become so involved.


 


10.          Confidentiality


 


You
shall carefully guard and keep confidential all information concerning the
business, contemplated future business, prospects and any other affairs of Iron
Mountain that Iron Mountain regards as confidential, proprietary or private in
nature, whether or not so labeled (hereafter, “Confidential Information”). You
acknowledge and agree that (a) Iron Mountain’s methods of operation,
software and computer programs developed by or for Iron Mountain for use in its
business, the identity of customers and prospects, pricing and marketing
strategies, service offerings and sales techniques, and other forms of
non-public information developed or used by Iron Mountain and maintained on a
confidential basis, constitute Confidential Information and are highly valuable
to lron Mountain: (b) your unauthorized disclosure or use of Confidential
Information could irreparably damage Iron Mountain; and (c) as an employee
of Iron Mountain, you have or will have access to (and receive compensation
from lron Mountain to use, develop and/or contribute to the development of)
such Confidential Information.


 


11.          Disclosure
of Information


 


You
may not disclose to any person or organisation any Confidential or proprietary
information acquired by you in the course of your employment.  This includes any information which the
Company considers confidential (e.g. business plans, projects, products and
processes; or details of its current or prospective customers) and the
disclosure of which may damage the interests of the Company or any actual or
potential customer.


 


Where
your work involves matters which are confidential or secret to the Company or
its customers or involves entering customer premises where security checks are
required, you may be required to provide further particulars to the Company or
relevant party as the Company may direct in order to undergo the appropriate
checks in accordance with the Data Protection Act 1992.


 


In
addition you must also keep confidential at all times any personal data held by
the Company to which you may have access.


 


12.          Non-Competition


 


Since
you operate within an international field of activities, and / or has important
economic, technical and financial interests in international markets, and since
you are involved in activities which allow you to directly or indirectly gain
knowledge of practices specific to the Company, of which the use outside the
Company could be disadvantageous, the following is explicitly agreed between
us:


 


You
agree not to compete with the Company and its affiliates in case of termination
of the present contract in accordance with the legal requirements and the
applicable collective bargaining agreement concerning the international
non-compete clause, either by directly or indirectly acting in your own name or
by entering into service of another employer.


 


The
clause will always be applicable in case of termination of the employment
contract by you, whatever the reason for the dismissal would be.


 


This
obligation:


 

















 


a.                                     is applicable to
activities similar to those exercised by you with the employer; this includes
amongst other activities of the following entities: Brambles Limited, Cintas
Corporation, Dell, Inc., Fujitsu, Hewlett Packard Company, International
Business Machines Corp., Canon, Oce Business Services, Oracle Corp., Pitney
Bowes, Inc., Recall Corporation, Xerox Corporation. This list is however
not limitative.


 


b.                                    is related to
countries; Australia, Belgium, Brazil, Canada, Chile, China, France, Germany,
Hong Kong, India, Italy, Luxembourg, Mexico, Netherlands, Russia, Spain, the United
Kingdom, and the United States


 


c.                                     is limited to a
duration of twenty-four months, starting on the day that the employment
contract has ended.


 


Within
15 days after the termination, the Company may renounce the application of the
present non-competition clause. If the Company does not renounce its
application, you will be entitled (at the end of this period) to a non
competition indemnity equal to the salary you would have earned for 50% of the duration time of the
obligation of non-compete. This indemnity has to be calculated based on the
current gross monthly remuneration.


 


In
the event of any breach of the present non competition clause by you, you will
be bound to refund the sum that the Company will have paid in compliance with
this Section 12 and you will furthermore be held to pay an equivalent sum,
without prejudice to the Company’s right to prove and claim additional damage.


 


The
Company can at any moment reduce the duration of the present non competition
clause. In that case, the aforementioned indemnity will be reduced
proportionally.


 


13.          Non-Solicitation


 


Following
employment with the Company and for 12 months following the termination of
employment, you shall not, directly or indirectly, on behalf of yourself or any
other person or entity, solicit business from any actual or prospective
customer or client of the Company or its affiliated companies with which he had
contact during the 12 months prior to the termination, nor shall you attempt to
induce any such actual or prospective customer or client to terminate its
relationship with lron Mountain or any of its affiliated companies.


 


Following
employment with the Company and for 12 months following the termination of
employment, you will not, directly or indirectly, on behalf of yourself or others,
hire, attempt to hire, solicit for employment, seek to retain on an independent
contractor or consultant basis, or in any way encourage the departure,
resignation or other termination of employment of, any employee of the Company
or its affiliated companies,


 


14.          Non-Disparagement


 


During
your employment with Iron Mountain and for all time thereafter, you will not do
any act, engage in any conduct, or make or publish any untrue or misleading
statement that will demean or otherwise adversely affect the name, reputation,
or business interests of Iron Mountain.


 


15.          Inventions


 


You
shall fully disclose as soon as possible in writing to lron Mountain all ideas,
inventions and developments (including those related to software, computer
programs or processes, and including improvements upon existing software or
processes), made or conceived by you, solely or jointly with another or others,
during your employment with Iron Mountain and relating to any present or
contemplated business of Iron Mountain, you acknowledge and agree that any such
ideas, inventions and developments are, and shall remain, the exclusive
property of lron Mountain.


 


You shall promptly review and execute applications for copyright
registration and/or patents of the United States and of such foreign countries
as Iron Mountain may elect, for such of the inventions and 


 

















 


developments
contemplated above as Iron Mountain may direct, which said applications shall
be prosecuted at the expense of lron Mountain by attorneys chosen by Iron
Mountain. You shall execute and deliver assignments to lron Mountain for your
entire right, title and interest in and to said inventions and developments and
the applications and the letters patent therefore. You shall execute all papers
essential or desirable to carry out the spirit and intent hereof, and shall
give all reasonable assistance in establishing, protecting, maintaining, and
transferring the rights of lron Mountain in said inventions, developments,
applications and letters patent.


 


16.          Use of
Company Facilities


 


Any
company property, data, facilities or resources to which you have access during
your employment are available solely for business purposes.  You agree that you will not use any such
assets or resources or services to which you have access for any other
purpose.  You are responsible for taking
reasonable care of all company property (including data entrusted to you)
during your employment.


 


Access
to the Internet is granted to all employees with an appropriate business
need.  You will be required to adhere to
the Company Policy with regard to the use of the IT equipment and systems to
which you are given access.  Subsequent
failure to comply with this policy may result in disciplinary action.


 


17.          Policies
and Procedures


 


You
must comply at all times with the Company’s rules policies and procedures
relating to equal opportunities, harassment, health and safety, compliance,
external interests and all other rules and procedures introduced by the
Company from time to time.  For the
avoidance of doubt such rules, policies and procedures are not incorporated by
reference into this agreement and they can be changed, replaced or withdrawn at
any time at the discretion of the Company. 
Breach of any company rules, policies or procedures may result in disciplinary
action.


 


A
full copy of the Company’s disciplinary and grievance procedures can be found
in the employee handbook.


 


18.          Hours of
Work


 


Your
contracted hours of work will be 37.5 hours per week, Monday to Friday.  You will normally be required to work between
the hours of 09.00am and 5.30pm with one hour for lunch.


 


Taking
into account your managerial function and position of trust, as well as the
amount of the remuneration received, you commit yourself to performing the
possible extra tasks required by the needs of the service.


 


The
remuneration linked to this overtime is included in the your monthly
remuneration.


 


19.          Collective
Agreements


 


Your
employment with the Company will be subjected to all rules of Belgian law,
including all collective bargaining agreements concluded inside the Joint
Labour Committee n°218.


 

















 


20.          Variation
of Contractual Terms and Conditions


 


These
terms and conditions which make up your contract of employment as defined above
are subject to amendment or variation by the issue of individual or general
statements of those changes to be introduced and to be agreed with the
employee.  The Company will give
reasonable notice and seek agreement to any such changes.


 


21.          Relation
to Previous Employment Contract


 


Your
date of employment will remain as per your previous employment contract (May 8,
2006), particularly for the purposes of calculating any service related
benefits or rights. Furthermore, the General Terms & Conditions of
Employment remain in force with the change that also for these terms the
following Section regarding Applicable Law and Jurisdiction applies.  Apart from this, the old employment contract
of May 2006 and Confidentiality and Non-Competition Agreement of September 19,
2008 are replaced by this contract.


 


22.          Applicable
Law / Jurisdiction


 


For
the purposes of this Contract the applicable Law will be Belgium Law and if any
disputes arise these will be dealt with in the Courts of Brussels.


 


23.          Acceptance
of Offer


 


I
hereby accept the terms & conditions of employment as contained in
this Contract of Employment


 


 


	
  Signed:

  	
  /s/
  Marc A. Duale

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Marc
  A. Duale

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  December 18, 2009