ex10-1.htm


    
      EXHIBIT
10.1

      FOURTH AMENDMENT
TO THE IRON MOUNTAIN INCORPORATED

      2002 STOCK
INCENTIVE PLAN

       

       

      1.  The Iron
Mountain Incorporated 2002 Stock Incentive Plan, as previously amended (the
“2002 Plan”), shall be further amended by adding the following new Section
11A:

       

      Section
11A.  Acceleration of Vesting on a
Vesting Change in Control.

       

      (a)  Notwithstanding
the provisions of Section 11 and except as otherwise explicitly provided in a
Stock Option Agreement, Restricted Stock Agreement, SAR 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 Rights 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 11A, 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 all Subsidiaries.

       

      (3)  “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 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 2002 Plan shall remain in full force
and effect.

       

       

         

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