EXHIBIT
10.3


[Iron Mountain Incorporated Letterhead]


Contract
of Employment


With


Iron
Mountain


	
   

  	
  

  	
   

  
	
   

  	
  Marc
  Duale

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 











This document and the
covering offer letter, together with the ‘General Terms & Conditions of
Employment’ contained in Sections 1-3 inclusive of the Staff handbook,
comprises the Contract of Employment between Marc
Duale and Iron Mountain (UK) Ltd, (hereafter
referred to as ‘the company’).


1.  Details of your position


	
  Date of Commencement:

  	
   

  	
  Your employment with the Company commence on or
  before May 31, 2006.

  
	
   

  	
   

  	
   

  
	
  Job Title:

  	
   

  	
  President, Iron Mountain Europe, but 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 Operating Officer,
  Iron Mountain

  
	
   

  	
   

  	
   

  
	
  Place of work:

  	
   

  	
  Tolley Street, London, but you may be required to
  work at any other locations as directed by the company.

  



 


2.  Remuneration


Salary:                                                                                                                        £350.000.00
per annum 


Your salary will be paid into your bank account 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.


Incentive
Compensation:                           Plan
G


You will be eligible to participate in the Iron
Mountain UK Incentive Compensation Plan G. This scheme will give you the
opportunity to earn up to 60% of your basic salary, annum and is based upon
meeting personal deliverables and the company meeting financial targets.  Iron Mountain will guarantee your pro rata
share of eligible incentive compensation for the current 2006 fiscal year
ending October 2006.  The President and
Chief Operating Officer will discuss and agree on your objectives with you at
the start of each relevant period.


The plan will be payable annually, at the end of the
second month following the 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’s financial year is from November
to October each year).


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


Car/Car Allowance:


You have the option of a
company car up to a capital value of £60,000.00 or a car allowance up to a
maximum of £20,000.00 per year.  If you
chose the car allowance, Iron Mountain will also provide a yearly motor
insurance supplement, which is currently £650 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 £2,000.00 per annum. Please refer to
the Executive Car 











Policy enclosed for full details of terms and
conditions.


3.                                      Relocation


The company will pay reasonable and customary charges
for the relocation of your family from the United States and France to the
United Kingdom.  Further details of the
Relocation Program and tax implications will be sent to you under separate
cover.


4.                                      Holidays


Your holiday entitlement will be 25 days per annum
plus all Bank Holidays. The Company’s annual leave year runs from 1st January to 31st December.


Note that it is a European Health & Safety
legislative requirement for employees to take their full entitlement and as
such, you may not carry forward unused holiday entitlement to another year.
Unearned holiday will be deducted from your final pay.


5.                                      Sickness


In the event of unavoidable absence from work due to
sickness, the Company will pay you any Statutory Sick Pay (SSP) entitlement for
periods of sickness longer than 3 days in duration. In addition, the Company
may pay Company Sick Pay (in full) of up to 6 days per calendar year at the
discretion of your Manager. All absence for periods in excess of 7 consecutive
days must be covered by a medical certificate.


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.


6.                                      Discretionary Benefits


	
  Pension:

  	
   

  	
  You will be eligible to join the Norwich Union
  Stakeholder Pension Scheme with immediate effect. It is a contributory scheme
  and is not contracted out of the State scheme. The Company will contribute
  15% of your basic annual salary on the condition that your contribution
  equates to a minimum of 2.5% of your basic salary.

  
	
   

  	
   

  	
   

  
	
  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 be eligible to join the Company’s Medical
  insurance plan through CIGNA. Full family cover (in the UK and the US) will
  be available upon your start date. Additional details of the plan will

  



 











 


	
  

  	
   

  	
  be provided to you under separate cover.

  
	
   

  	
   

  	
   

  
	
  Stock Options:

  	
   

  	
  You will be eligible to receive stock options after
  the Compensation Committee meeting in May. All stock option grants are made
  at the sole discretion of the Compensation Committee. Upon approval, you will
  be awarded stock options in the amount of 100,000 shares under the Iron
  Mountain 2002 Stock Option Plan. The options will be contingent upon you
  becoming an employee of Iron Mountain.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All aspects of this grant of options will be
  governed by the Iron Mountain 2002 Stock Incentive Plan. Further, this grant
  will vest at a rate of 20% of the total grant on each anniversary date of the
  grant. The first 20% will vest on the first anniversary of the grant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Full details of the scheme will be sent to you as
  soon as a grant takes place.

  
	
   

  	
   

  	
   

  
	
  Tax Assistance:

  	
   

  	
  The company will pay reasonable initial costs to
  access a tax advisor relating to this offer.

  



 


7.                                      Termination


Four month’s notice is required by either party.
Notice by the employee must be submitted in writing.


The Company may terminate this contract in accordance
with statutory requirements and you may be required to work such notice in full
or partly.


The Company reserve the option in its absolute
discretion to terminate employment by making a payment in lieu of notice. The
payment will consist of Twelve months of base pay, benefits and Pension and
will be subject to deductions for income tax and National Insurance
contributions (NIC) as appropriate. Bonus payments will be at the discretion of
the President and Chief Operating Officer. Where a Bonus payment is made this
will also be subject to income tax and NIC deductions.


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.


You hereby authorise the Company to deduct from your
pay/final pay any amounts which are owed by you to the Company, including
without limitation any overpayments or loans made to you by the Company or
losses suffered by the Company as a result of your negligence or breach of
Company rules.


8.                                      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 President and
Chief Operating Officer of Iron Mountain 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 President and Chief Operating Officer of Iron Mountain should
any of your immediate family members become so involved.


9.                                      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 1998.


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


10.                               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.


11.                               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.











12.                               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 9.00am and 5.30pm with one
hour for lunch.


You may be required to work occasional periods outside
your normal hours where the workload warrants for the satisfactory completion
of duties as determined by the needs of the business. Please ensure that if you
are agreeable to working in excess of the European limit of 48 per week, that
you sign the Individual Agreement to Opt-Out of Weekly
Limit on Working Time, as contained within these offer documents.


13.                               Collective
Agreements


There are no collective agreements applicable to your
employment.


14.                               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.


15.                             Acceptance
of Offer


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


	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: