Exhibit 10.2

 

IRON MOUNTAIN INCORPORATED

Compensation Plan for Non-Employee Directors

 

	
Restatement   Date
    	
 
    	
As   of June 1, 2014
    
	
 
    	
 
    	
 
    
	
Eligibility
    	
 
    	
All   non-employee Directors
    
	
 
    	
 
    	
 
    
	
Annual   Board Retainer
    	
 
    	
$70,000   per year; paid in advance in quarterly installments
    
	
 
    	
 
    	
 
    
	
Annual   Committee Retainers
    	
 
    	
In   addition to the Annual Board Retainer, a $10,000 per year retainer for   members of the Audit Committee, a $7,500 per year retainer for members of the   Compensation Committee, Finance, Nominating and Governance or Risk and Safety   Committees; in each case paid in advance in quarterly installments.
    
	
 
    	
 
    	
 
    
	
Annual   Chair Retainers
    	
 
    	
In   addition to the Annual Board Retainer and any Annual Committee Retainers, a   $15,000 per year retainer for acting as Chair of the Audit Committee; a $10,000   per year retainer for acting as Chair of the Compensation Committee, an   $8,000 per year retainer for acting as the Chair of the Finance, Nominating   and Governance or Risk and Safety Committees; and a $25,000 per year retainer   for acting as the Lead Independent Director or a $100,000 per year retainer   for acting as the Independent Chairman of the Board, as the case may be; in   each case paid in advance in quarterly installments
    
	
 
    	
 
    	
 
    
	
Pro Rata Portion of Retainers
    	
 
    	
A   non-employee Director shall be entitled to retain the portion of the Annual,   Committee and Chair Retainers (as applicable) paid with respect to the   quarter in which he or she ceases to be a non-employee Director or serve on a   Committee or as a Committee Chair or Lead Independent Director or Independent   Chairman, but shall not be entitled to any further portion of the Retainer(s)
    
	
 
    	
 
    	
 
    
	
Meeting   Expenses
    	
 
    	
Reimbursement   for all normal travel expenses to attend meetings; reimbursements due shall   be paid promptly after the end of each quarter, subject to timely receipt of   each director’s expense documentation
    
	
 
    	
 
    	
 
    
	
Group   Insurance Benefits
    	
 
    	
Iron   Mountain’s group medical and dental benefits (single or family) are available   to non-employee Directors, but they must pay the current employee   contribution rate in effect for such coverage; group life, AD&D, STD and   LTD coverage are not available to non-employee Directors
    
	
 
    	
 
    	
 
    
	
Amount   of Stock Grant
    	
 
    	
A   stock grant in the form of restricted stock units will be made of that number   of whole shares of Iron Mountain Incorporated common stock determined by   dividing $135,000 by the stock’s “fair market value” (as determined under the   Iron Mountain Incorporated 2002 Stock Incentive Plan) on the date of grant
    
	
 
    	
 
    	
 
    
	
Timing   of Stock Grants
    	
 
    	
To   be made annually to all non-employee Directors as of the first Board meeting   following the annual meeting of stockholders;
    


 











 

	
 
    	
 
    	
newly   elected non-employee Directors receive a pro-rated   grant on the date of their election or appointment to the Board
    
	
 
    	
 
    	
 
    
	
Vesting   of Stock Grants
    	
 
    	
100%   on the one year anniversary of grant (or, if earlier, the annual meeting of   stockholders that is closest to the one year anniversary)
    
	
 
    	
 
    	
 
    
	
Purchase   Price of Stock Grants
    	
 
    	
$0.01
    
	
 
    	
 
    	
 
    
	
Restrictions   on Transfer of Common Stock
    	
 
    	
None   once vested; prior to vesting transfer is subject to restrictions set forth   in the Iron Mountain Incorporated 2002 Stock Incentive Plan
    
	
 
    	
 
    	
 
    
	
SEC   Considerations
    	
 
    	
Grants   will generally be made under the Iron Mountain Incorporated 2002 Stock   Incentive Plan, the shares of each of which are registered on Form S-8;   insider trading restrictions and short-swing profit rules of the   Securities Exchange Act of 1934 apply
    
	
 
    	
 
    	
 
    
	
Taxation   of Stock Grants
    	
 
    	
Non-employee   Directors pay ordinary income tax (and SECA tax) at time of vesting, which   (except as described below) will also coincide with the delivery of shares,   on the fair market value of the shares on date of vesting; Iron Mountain   receives a corresponding tax deduction at that time
    
	
 
    	
 
    	
 
    
	
Election   to Defer Retainers
    	
 
    	
Non-employee   Directors may elect to defer some or all of their Retainer fees paid in cash   under the Iron Mountain Incorporated Directors Deferred Compensation Plan;   deferrals will be invested in phantom shares equal in value to Iron Mountain   common stock; deferral elections must be made by December 31 of the year   prior to the year in which the fees are earned (or within 30 days of becoming   eligible for the Plan); amounts will be subject to ordinary income tax when   distributed (at a time elected by the non-employee Director)
    
	
 
    	
 
    	
 
    
	
Election   to Defer Stock Grants
    	
 
    	
Non-employee   Directors may elect to defer some or all of their stock grant under the Iron   Mountain Incorporated Directors Deferred Compensation Plan; at vesting, the   Director’s account will be credited with a number of phantom shares equal to   the number of shares that would otherwise have been delivered; deferral   elections must be made by December 31 of the year prior to the year in   which the grant is made (or within 30 days of becoming eligible for the   Plan); amounts will be subject to ordinary income tax when distributed (at a   time elected by the non-employee Director)
    


 

 

Adopted:  May 29, 2014

 

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