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EXHIBIT 10.5
CHANGE IN CONTROL AGREEMENT
WHEREAS, Iron Mountain Incorporated (the “Company”) has
granted and may hereafter grant the undersigned (the
“Optionee”) one or more options (the
“Options”) to purchase shares of the Company’s
common stock, par value $0.01 (the “Common Stock”),
pursuant to option agreements between the Company and Optionee
(each, an “Option Agreement”); and
WHEREAS, the Optionee and the Company desire to provide to the
Optionee an additional component of “Good Reason” as
used in connection with a “Vesting Change in Control”
regarding all outstanding Options held by the Optionee as of the
date hereof and as hereafter may be granted under Option Agreements
between the Company and the Optionee (as amended and as may be
amended or entered into in the future, the “Stock Option
Agreements”);
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter contained, the Optionee
and
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