Exhibit 10.3

 



 

CORPORATE OFFICES

ONE FEDERAL STREET

BOSTON, MA 02110

TELEPHONE: 617-535-4766

www.ironmountain.com

 

April 10, 2014

 

Roderick Day

47 Melrose Road

London

SW18 1LX

United Kingdom

 

Dear Rod,

 

I am pleased to confirm your appointment by the Board of Directors of Iron Mountain Incorporated to the position of Executive Vice President and Chief Financial Officer, effective as of March 14, 2014 (the “Effective Date”).  As we have discussed, you will be based in our Boston office but will split your time between our Boston and London offices for the first 30 months of this assignment and it is anticipated that you will relocate to Boston after that period.  By accepting this offer, you agree that your existing employment agreement dated November 16, 2009 between yourself and Iron Mountain (UK) Ltd. (the “UK Agreement”) is hereby superseded and that you will be a US employee of Iron Mountain Information Management, LLC and that your employment relationship will be governed by Massachusetts law.

 

Your new compensation package while holding this position shall be as follows.

 

	
Compensation
    	
Your   annualized base salary for this role will be £300,000, which amount was   determined to be approximately equivalent to USD $500,000. This amount, minus   withholdings and deductions, will be paid in accordance with regular local   payroll practices. Your salary and performance will be reviewed in   conjunction with the annual focal process and compensation review.

 

You   agree to sign and strictly abide by the enclosed Employee Confidentiality and   Non-Competition Agreement.

 

Iron   Mountain is an at-will employer and this is not a contract for employment for   any specific time period. You or Iron Mountain are free to terminate your   employment at any time, with or without cause, and your salary would end on   the last day of employment.
    
	
 
    	
 
    
	
Incentive Compensation
    	
You   will be eligible to receive an annual performance-based cash bonus of up to   80% of your base salary, provided you are actively employed at the time   payment is made.

 

Incentive   Compensation will be based upon successful completion of agreed
    


 

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upon   objectives, company performance and your overall performance.
    
	
 
    	
 
    
	
Equity
    	
The   Compensation Committee of the Board of Directors of Iron Mountain   Incorporated (the “Committee”) approved on the Effective Date the following   equity awards.

 

Stock   Options: An award of 25,057 stock options under the Iron   Mountain Incorporated 2002 Stock Incentive Plan, as amended (the “2002 SIP”),   which award has an approximate Black-Scholes value equal to USD $$160,000.   The exercise price of these options is USD $27.665, the fair market value of   the shares on the grant date, as determined pursuant to the 2002 SIP. This   stock option award will vest at the rate of 33.3% per year with the first   vesting of 33.3% to occur on the one year anniversary of the date of the   grant.

 

Restricted   Stock Units: An award of 8,675 restricted stock units under   the 2002 SIP, which award has an approximate value equal to USD $240,000   based on the fair market value of our shares on the grant date, as determined   pursuant to the 2002 SIP. This restricted stock unit award will vest at the   rate of 33.3% per year with the first vesting of 33.3% to occur on the one   year anniversary of the grant date.

 

Performance   Units: An award of 14,458 target performance units under the 2002 SIP,   which award has an approximate value equal to USD $400,000 based on the fair   market value of our shares on the grant date, as determined pursuant to the   2002 SIP. This award, if earned based on the performance goals, vests on the   third anniversary of the grant date.

 

Each   stock option, restricted stock unit and performance unit award will be   governed by the 2002 SIP, which is reviewed on a regular basis and is subject   to change.
    
	
 
    	
 
    
	
Benefits
    	
Notwithstanding   the termination of your UK Agreement, you will remain eligible for UK   benefits comparable to your former London based role and location until you   permanently relocate to Boston. This includes your car (and fuel) allowance,   a yearly motor insurance supplement, a UK pension benefit of 7.5% of your   base salary (provided your contribution is at least 2.5% of your base   salary), which amount will be contributed to the Iron Mountain Group Personal   Pension Plan, a UK life assurance cover equivalent to four times the amount   of your basic annual salary during your employment with Iron Mountain, and   eligibility to participate in the UK private medical insurance plan (family   coverage will be provided at Iron Mountain’s cost if you elect to continue to   participate in this arrangement).

 

You   will, however, be provided appropriate medical benefits to ensure seamless   coverage during your time in the US.
    


 

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Transition Benefits
    	
You   will be eligible for transition benefits to accommodate your split working   location between Boston and London for the first 30 months of your   assignment, subject to any extension approved by the Committee.

 

Specifically, Iron   Mountain will lease a furnished one-bedroom apartment for your use while in   Boston. You will be reimbursed by Iron Mountain for the cost of up to four   round-trip flights from London to Boston for your spouse per year, subject to   business travel guidelines.

 

A   tax gross-up with respect to any imputed income arising from each of the   preceding Transition Benefit terms, and any necessary business trips between   London and Boston, which gross-up entitlement shall cease when you relocate   to the US, will be provided in an amount determined by an accounting firm   retained by Iron Mountain.

 

In   addition, Iron Mountain will engage the accounting firm, and will be   invoiced directly, to provide tax reporting support for you and Iron Mountain   will provide “tax equalization” as is standard for an expatriate assignment,   as necessary.
    
	
 
    	
 
    
	
Severance
    	
The   Committee will add you as a participant to the Severance Program No. 1,   which is part of The Iron Mountain Companies Severance Plan, each as amended   and in effect from time to time; provided, however, that the Committee   further proposes to amend (and you agree to such amendment of) Severance   Program No. 1 as applicable to you by replacing the existing clause   (b) of the “Good Reason” definition with the following:   “(b) required the Covered Employee to be based at an office or primary   work location that is greater than fifty miles from either the Boston   corporate office or the London corporate office.”
    
	
 
    	
 
    
	
Data Protection Legislation
    	
To   manage this new relationship effectively we may need to process personal data   relating to you for the purpose of personnel and employment administration.   This may include the transfer of data and/or sensitive personal data to, and   processing by, other offices. Examples could include providing Iron   Mountain’s US office with your bank account details, or an emergency contact   number for a relative in the UK.

 

By   accepting this offer, you consent under the UK Data Protection Act and   equivalent legislation as may apply outside the UK to the processing of this   personal data. This is likely to include the provision that, from time to   time, such data be transferred to the other offices, including those based in   countries outside of the EU.
    


 

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Speaking for myself, and everyone at Iron Mountain, I congratulate you and share the confidence the Board of Directors has shown in you by appointing you to this position on a permanent basis.

 

 

Sincerely,

 

 

Anne S. Drapeau

Executive Vice President, Strategy and Talent

 

 

	
Acceptance
    	
This   letter contains the agreements and understandings between you and Iron   Mountain with respect to your appointment to the position of Executive Vice   President and Chief Financial Officer.    Please confirm your acceptance of this offer and the terms and   conditions set forth herein by signing two copies of this letter and the   Employee Confidentiality and Non-Competition Agreement attached hereto and   returning one copy to us within five days of receipt of this offer.
    


 

 

	
/s/ Roderick Day
    	
 
    
	
Roderick Day
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
April 10, 2014
    	
 
    
	
Date
    	
 
    


 

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