IRON MOUNTAIN INCORPORATED DIRECTORS DEFERRED COMPENSATION PLANExecutive Compensation Plan Agreement |
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IRON
MOUNTAIN INCORPORATED ARTICLE 1 1.1. Adoption of Plan . Iron Mountain Incorporated (the "Company") hereby adopts a deferred compensation plan known as the Iron Mountain Incorporated Directors Deferred Compensation Plan (the "Plan"), effective March 1, 2008 (the "Effective Date"). 1.2. Purpose . This Plan is unfunded and is maintained for the purpose of providing deferred compensation to non-employee directors of the Company. ARTICLE 2 Wherever the following terms are used in this Plan, they shall have the meaning specified below. 2.1. " Account " means one or more separate, unfunded bookkeeping account(s) established under this Plan for each Participant. 2.2. " Accounting Date " means December 31, and any other date that the Committee designates. 2.3. " Beneficiary " means the person or entity determined to be a Participant's beneficiary pursuant to Section 7.1. 2.4. " Beneficiary Designation Form " means a beneficiary designation form approved by the Committee for use by a Participant under the Plan. 2.5. " Board " means the Board of Directors of the Company. 2.6. " Claimant " has the meaning set forth in Section 8.1. 2.7. " Code " means the Internal Revenue Code of 1986, as amended from time to time. 2.8. " Committee " has the meaning set forth in Section 3.1. 2.9. " Common Stock " means the Company's outstanding Common Stock, $0.01 par value per share. 2.10. " Company " has the meaning set forth in Section 1.1. 2.11. " Deferral Form " means any election form approved by the Committee for use by a Participant to elect a deferral under Section 5.1 of this Plan. 2.12. " Deferred Compensation " has the meaning set forth in Section 5.3. 2.13. " Disability " means total disability, as determined by the Social Security Administration. 2.14. " Effective Date " has the meaning set forth in Section 1.1. 2.15. " ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time. 2.16. " Fair Market Value " means "Fair Market Value" as that term is defined in the Iron Mountain Incorporated 2003 Stock Incentive Plan, as amended, or any successor thereto. 2.17. " Fees " means any annual or chairperson retainer or any meeting fees of a Participant that, but for deferral hereunder, would be payable in cash.
2.18. " Participant " means a member of the Board of the Company who is eligible to participate pursuant to Section 4.1. 2.19. " Plan " means this Iron Mountain Incorporated Directors Deferred Compensation Plan, as amended from time to time. 2.20. " Plan Year " means the calendar year; provided, however, that the first Plan Year shall commence as of the Effective Date and end December 31, 2008. 2.21. " Rabbi Trust " has the meaning set forth in Section 9.2. 2.22. " Separation from Service " means ceasing to perform services for the Company, all within the meaning of Treas. Reg. § 1.409A-1(h), including Treas. Reg. § 1.409A-1(h)(5), and any successor thereto. 2.23. " Specified Employee " means a "specified employee" within the meaning of Treas. Reg. § 1.409A-1(i), or any successor thereto, using each December 31 as the specified employee identification date. 2.24. " Subsidiary " means any corporation, company, partnership or other form of business organization of which the Company owns, directly or indirectly through an unbroken chain ownership, fifty percent or more of the total combined voting power of all classes of stock or other form of equity ownership. 2.25. " Unforseeable Emergency " means a severe financial hardship to a Participant, or the Participant's spouse, Beneficiary or dependent, within the meaning of Treas. Reg. § 1.409A-3(i)(3), or any successor thereto, and relevant guidance thereunder. ARTICLE 3 3.1. Administration . The Plan shall be administered by a committee consisting of the Chair of the Compensation Committee of the Board and the Executive Vice President, Human Resources (the "Committee"). The Board shall have discretionary authority to appoint (including in the event of a vacancy) and remove members of the Committee, or it may substitute itself or any other committee or subcommittee of the Board to serve as the Committee. All references in the Plan to the "Committee" shall be understood to refer to the Committee, the Board or any other committee or subcommittee, as applicable and designated by the Board as the administrator of the Plan. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. If the Committee has more than two members, a majority of the Committee shall constitute a quorum, and acts of the Committee at which a quorum is present, or acts reduced to or approved in writing by all the members of the Committee, shall be the valid acts of the Committee. The Committee is authorized to interpret and construe any provision of this Plan, to determine eligibility and benefits under this Plan, to prescribe, amend and rescind rules and regulations relating to this Plan, to adopt such forms as it may deem appropriate for the administration of this Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company or a Subsidiary and to make all other determinations necessary or advisable for the administration of this Plan, but only to the extent not contrary to the express provisions of this Plan. The Committee shall be responsible for the day-to-day administration of this Plan. Determinations, interpretations or other actions made or taken by the Committee under this Plan shall be final and binding for all purposes and upon all persons. 2
A member of the Committee who is a Participant under the Plan shall not vote on any question relating exclusively to himself. 3.2. Cost . All expenses and costs incurred in the administration and operation of this Plan shall be borne by the Company, except to the extent funded by Participant deferrals of compensation in accordance with Article 5. ARTICLE 4 4.1. Eligibility to Participate . Each member of the Board who is not an employee of the Company or any subsidiary thereof shall be eligible to participate in the Plan as of the Effective Date. Each new member of the Board who is not an employee of the Company or any subsidiary thereof shall become eligible to participate in the Plan as of the date of his appointment or election. ARTICLE 5 5.1. Election to Defer Payment.
5.2. Irrevocability of Elections . An election described in Section 5.1(a) shall become irrevocable as of December 31 preceding the Plan Year to which it relates (or such earlier date as the Committee may specify). An election described in Section 5.1(b) shall become irrevocable as of the date such election is provided to the Committee. Notwithstanding the foregoing, an election described in Section 5.1 may be cancelled if the Committee determines that such cancellation should be permitted due to an Unforeseeable Emergency, to the extent permitted under Treas. Reg. § 1.409A-3(j)(4)(viii), or any successor thereto. 5.3. Terms of Deferral . A Participant's election to defer payment of any portion of his Fees shall provide for deferral of payment until the Participant's Disability or Separation from Service or such earlier date as the Participant may specify on a Deferral Form or in such other manner as shall be 3
satisfactory to the Committee. Amounts that a Participant has elected to defer are hereinafter referred to as "Deferred Compensation." Upon a Participant's Disability or Separation from Service or upon such earlier date as the Participant may have specified, payment of his Deferred Compensation shall be made as provided in Section 6.1. 5.4. Deferred Compensation Always Fully Vested . The amount of a Participant's Deferred Compensation shall always be and remain fully vested and nonforfeitable by him. 5.5. Credits and Adjustments to Account . The Participant's Account shall be credited in the amount of all compensation deferred pursuant to the Participant's election in accordance with this Plan. The Participant's Account shall be reduced by the amount of any distributions to the Participant from this Plan. Pursuant to procedures established by the Committee, each Participant's Account shall be adjusted as of each Accounting Date to reflect the earnings or losses of any hypothetical investment media as may be designated by the Committee. 5.6. Investments.
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