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IRON MOUNTAIN INCORPORATED DIRECTORS DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

IRON MOUNTAIN INC | IRON MOUNTAIN INCORPORATED

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Title: IRON MOUNTAIN INCORPORATED DIRECTORS DEFERRED COMPENSATION PLAN
Governing Law: Massachusetts     Date: 2/29/2008
Industry: Business Services     Sector: Services

IRON MOUNTAIN INCORPORATED DIRECTORS DEFERRED COMPENSATION PLAN, Parties: iron mountain inc , iron mountain incorporated
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Exhibit 10.25

IRON MOUNTAIN INCORPORATED
DIRECTORS DEFERRED COMPENSATION PLAN

ARTICLE 1
PURPOSE; EFFECTIVE DATE

        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
DEFINITIONS

        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
ADMINISTRATION

        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.

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        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
ELIGIBILITY AND PARTICIPATION

        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
DEFERRAL CONTRIBUTIONS

        5.1.     Election to Defer Payment.     

  •         (a)     In general.     A Participant may irrevocably elect to defer the payment to him by the Company of from five to 100 percent (in one percent increments) of any Fees by notice to the Committee on a Deferral Form received by the Committee or its designee. No deferral shall be effective unless the Participant has completed and returned a Deferral Form on or prior to November 30 (or such other date not later than December 31 that the Committee may specify) of the year prior to the Plan Year in which the Fees are earned.

            (b)     New Participant.     Notwithstanding Section 5.1(a), a person who first becomes eligible to participate in the Plan after the beginning of a Plan Year shall be entitled to make an election to defer payment within thirty days after the date he becomes eligible to participate in the Plan. Any election shall be applicable solely to Fees related to services performed subsequent to the date that the election is filed; provided, however, that no portion of any retainer fee may be deferred for the quarter in which such election is made. A Participant shall not be entitled to make an election under this Section 5.1(b) in the event he is a participant in any other nonqualified deferred compensation plan of the same category that is maintained by the Company or any Subsidiary and that is required to be aggregated for purposes of Section 409A of the Code and regulations issued thereunder.

            (c)     Special rule applicable at the Effective Date.     With respect to a person who is a director on the Effective Date of the Plan and who files his initial election no later than March 30, 2008, a Participant may elect to defer Fees consisting of meeting fees for meetings occurring on or after March 1, 2008 (and after such election) and retainer fees related to services performed on or after April 1, 2008.

        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

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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.     

  •         (a)     In general.     Unless the Committee in its discretion designates one or more different investment media in which Accounts shall be hypothetically invested, all Accounts shall be hypothetically invested in whole shares of Common Stock of the Company. Cash representing that portion of a fractional share of Common Stock shall be credited to the Participant's Account and may be aggregated with additional compensation deferred for purposes of a future hypothetical investment.

            (b)     Timing.     

    • (1)
      Hypothetical Acquisitions .    As long as the Company maintains a Rabbi Trust, the Company shall remit compensation deferred under this Plan to the trustee of the Rabbi Trust on a quarterly basis. The trustee shall acquire shares of Common Stock as soon as practicable following its receipt of such cash. In general, it is contemplated that the Company shall remit compensation deferred to the trustee at the same time it remits a cash payment of Fees to any member of the Board who is eligible for but does not otherwise elect to participate in the Plan, or within ten business days following the close of a calendar quarter if no such cash payment is issued. I

 
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