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EXHIBIT 10.2
AMENDMENT TO THE IRON MOUNTAIN INCORPORATED
1997 STOCK OPTION PLAN
1. The Iron Mountain Incorporated 1997 Stock Option
Plan, as previously amended (the “1997 Plan”), shall be
further amended by adding the following new Section 9A:
Section 9A. Acceleration of Vesting on a Vesting
Change in Control .
(a) Notwithstanding the provisions of Section 9 and
except as otherwise explicitly provided in an Option Document, if
as a result of and within fourteen (14) days before or twelve
(12) months after a Vesting Change in Control (1) Optionee’s
employment is terminated by Iron Mountain or any successor or
assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of Iron Mountain or (2) Optionee terminates
his or her employment due to a Good Reason, then on the date of
such termination, all outstanding Options held by Optionee that are
unvested as of the Vesting Change in Control shall immediately
vest; provided, however, that Optionee shall execute and
deliver a reaffirmation of any Employee Confidentiality and
Non-Competition Agreement with Iron Mountain.
(b) For purposes of this Section 9A, the following
definitions shall apply:
(1) “Good Reason” shall mean that any of the
following occurs without Optionee’s prior written
consent:
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a diminution by Iron Mountain in the total annual compensation that
Optionee is entitled to receive or a material diminution in the
benefits Optionee is eligible to receive; or
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Iron Mountain requiring Optionee to be based at an office that is
greater than fifty (50) miles from where Optionee’s office is
located immediately prior to the Vesting Change i
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