ex10-3.htm


    EXHIBIT
10.3

    


    AMENDMENT TO THE
LIVEVAULT CORPORATION

    2001 STOCK
INCENTIVE PLAN

     

    

    

    1.  The LiveVault
Corporation 2001 Stock Incentive Plan, as previously amended (the “LiveVault
Plan”), shall be further amended by adding the following new Section
8A:

     

    Section
8A.  Acceleration of Vesting on a
Vesting Change in Control.

     

    (a)  Notwithstanding
the provisions of Section 8 and except as otherwise explicitly provided in an
applicable option agreement, Restricted Stock Award 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) Participant’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)
Participant terminates his or her employment due to a Good Reason, then on the
date of such termination, all outstanding Options and other Awards held by
Participant that are unvested as of the Vesting Change in Control shall
immediately vest; provided, however, that Participant shall execute and deliver
a reaffirmation of any Employee Confidentiality and Non-Competition Agreement
with Iron Mountain.

     

    (b)  For
purposes of this Section 8A, the following definitions shall apply:

     

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

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Iron
      Mountain requiring Participant to be based at an office that is greater
      than fifty (50) miles from where Participant’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 Participant undertook on behalf
      of Iron Mountain prior to the Vesting Change in
  Control.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2)  “Iron
Mountain” shall mean the Company as defined in the last sentence of Section 1 of
the Plan.

     

    (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) Participant, or a “group” (as such term is used in
      Section 13(d)(3) of the Exchange Act) which includes Participant, 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 LiveVault Plan shall remain in full
force and effect.

     

     

     

     

     

     

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