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 the
Option that is otherwise exercisable on the date of termination of
the Relationship shall remain exercisable thereafter for one (1)
year.
For purposes of
the two preceding sentences, the term “Company” refers
to the Company and all Subsidiaries.
Notwithstanding
the information set forth in the “Vesting Schedule”
shown in the Customizing Information, the unvested portion of this
Option shall become fully vested effective as of a “change of
control.” Solely for purposes of the preceding sentence, the
term “change of control” means the happening of any of
the following: (i) when any “person,” as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), other than the
Company, a subsidiary of the Company or a Company employee benefit
plan, including any trustee of such plan acting as a trustee, or
any stockholder as of January 26, 2007, is or becomes the
“beneficial owner” (as defined in Rule 12d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting
power of the Company’s then outstanding securities entitled
to vote generally in the election of directors; (ii) the effective
date: (A) of a merger or consolidation of the Company with any
other third party, other than a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity or the entity that controls such surviving
entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company, such surviving
entity or the entity that controls such surviving entity
outstanding immediately after such merger or consolidation; or (B)
of the sale or disposition of the Company of all or substantially
all of the Company’s assets; or (iii) within any period of
twenty-four (24) months, individuals who at the beginning of such
period constituted the Company’s board of directors (together
with any new directors whose election to the board, or whose
nomination for election by the stockholders, was approved by a vote
of two-thirds of the directors then in office who were either
directors at the beginning of such period or whose election or
nomination was previously so approved) cease to constitute a
majority of the board of directors then in office.
4.
Method of Exercise . Prior to its expiration and to
the extent that the right to purchase shares of Stock has vested
hereunder, this Option may be exercised from time to time by notice
acceptable to the Company stating the number of shares with respect
to which this Option is being exercised and accompanied by either
(a) payment in full of the Grant Price for the number of shares to
be delivered, by means of payment acceptable to the Company in
accordance with Section 5(c) of the Plan, or (b) a description of a
“cashless exercise” procedure and such other documents
and undertakings as are necessary to satisfy that procedure. The
Company, or the Committee, may from time to time designate one or
more forms or methods of
2
providing notice of the
exercise of an Option and in that event the Optionee agrees to
utilize such form or method. As soon as practicable after its
receipt of such notice, the Company shall, without transfer or
issue tax to the Optionee (or other person entitled to exercise
this Option), deliver to the Optionee (or
