EXHIBIT 10.1
IRON MOUNTAIN INCORPORATED
Iron Mountain Incorporated 2002 Stock Incentive Plan
Stock Option Agreement
This Stock Option Agreement and the associated grant award information (the
"Customizing Information"), which Customizing Information is provided in written
form or is available in electronic form from the recordkeeper for the Iron
Mountain Incorporated 2002 Stock Incentive Plan, as amended and in effect from
time to time (the "Plan"), made as of the date shown as the "Grant Date" in the
Customizing Information (the "Grant Date") by and between Iron Mountain
Incorporated, a Delaware corporation (the "Company"), and the individual
identified in the Customizing Information (the "Optionee"). This instrument and
the Customizing Information is collectively referred to as the "Option
Agreement."
WITNESSETH THAT:
WHEREAS, the Company has instituted the Plan; and
WHEREAS, the Compensation Committee (the "Committee") has authorized the grant
of a stock option upon the terms and conditions set forth below and pursuant to
the Plan, a copy of which is attached hereto and incorporated herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company and the
Optionee agree as follows.
1.
GRANT.
SUBJECT TO THE TERMS OF THE PLAN AND THIS OPTION
AGREEMENT, THE COMPANY HEREBY GRANTS TO THE OPTIONEE A STOCK OPTION (THE
"OPTION") TO PURCHASE FROM THE COMPANY THE AMOUNT OF COMMON STOCK ("STOCK")
SHOWN IN THE CUSTOMIZING INFORMATION UNDER "SHARES GRANTED." IF SO PROVIDED IN
THE "GRANT TYPE" SHOWN IN THE CUSTOMIZING INFORMATION, THIS OPTION IS INTENDED
TO CONSTITUTE AN INCENTIVE STOCK OPTION AND TO QUALIFY FOR SPECIAL FEDERAL
INCOME TAX TREATMENT UNDER SECTION 422 OF THE CODE.
2.
GRANT PRICE.
THIS OPTION MAY BE EXERCISED AT THE "GRANT PRICE"
PER SHARE SHOWN IN THE CUSTOMIZING INFORMATION, SUBJECT TO ADJUSTMENT AS
PROVIDED HEREIN AND IN THE PLAN.
3.
TERM AND EXERCISABILITY OF OPTION.
THIS OPTION SHALL EXPIRE ON
THE "EXPIRATION DATE" SHOWN IN THE CUSTOMIZING INFORMATION, UNLESS THE OPTION
EXPIRES EARLIER PURSUANT TO THIS SECTION 3 OR ANY PROVISION OF THE PLAN. AT ANY
TIME BEFORE ITS EXPIRATION, THIS OPTION MAY BE EXERCISED TO THE EXTENT VESTED,
AS SHOWN IN THE CUSTOMIZING INFORMATION, PROVIDED THAT:
(A)
AT THE TIME OF EXERCISE THE OPTIONEE IS NOT IN VIOLATION OF ANY
CONFIDENTIALITY, INVENTIONS AND/OR NON-COMPETITION AGREEMENT WITH THE COMPANY;
(B)
THE OPTIONEE'S EMPLOYMENT, CONTRACTUAL OR OTHER SERVICE
RELATIONSHIP WITH THE COMPANY ("RELATIONSHIP") MUST BE IN EFFECT ON A GIVEN DATE
IN ORDER FOR ANY
scheduled increment in vesting, as set forth in the "Vesting Schedule" shown in
the Customizing Information, to become effective; and
(C)
THIS OPTION MAY NOT BE EXERCISED AFTER THE SIXTIETH (60TH) DAY
FOLLOWING THE DATE OF TERMINATION OF THE RELATIONSHIP BETWEEN THE OPTIONEE AND
THE COMPANY, EXCEPT THAT IF THE RELATIONSHIP TERMINATES BY REASON OF THE
OPTIONEE'S DEATH OR TOTAL AND PERMANENT DISABILITY (AS DETERMINED BY THE BOARD
ON THE BASIS OF MEDICAL ADVICE SATISFACTORY TO IT), THE UNEXERCISED PORTION OF