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IRON MOUNTAIN INCORPORATED
Compensation Plan for Non-Employee Directors
Restatement Date | May 27, 2004 | |
Eligibility | All non-employee Directors | |
Annual Retainer | $20,000 per year (paid in quarterly installments) | |
Meeting Fees | $1,000 per committee meeting and/or quarterly Board meeting attended live or by teleconference (paid quarterly) | |
Chairperson Fees | $5,000 per year retainer (paid in quarterly installments) for acting as Chairperson of the Executive, Governance or Compensation Committee; $20,000 per year retainer (paid in quarterly installments) for acting as Chairperson of the Audit Committee; $25,000 per year retainer (paid in quarterly installments) for acting as the "lead" Director | |
Meeting Expenses | Reimbursement for all normal travel expenses to attend meeting (paid quarterly) | |
Group Insurance Benefits | Iron Mountain's group medical and dental benefits (single or family) are available to non-employee Directors, but they pay the full premium; life, AD&D, STD and LTD insurance are not available to non-employee Directors | |
Amount of Options | Options to purchase $200,000 of stock (calculated by dividing $200,000 by fair market value of stock on date of grant, disregarding fractional shares) | |
Type of Options | Options must be non-qualified | |
Timing of Option Grants | Stock options granted to all non-employee Directors on initial Restatement Date (May 27, 2004) and every 3 years thereafter; newly elected non-employee Directors receive grant as soon as practical after their election, and every 3 years thereafter | |
Vesting of Options | Options vest 8.33% per quarter from time of grant and fully vest after 12 quarters; options will become fully vested, unless doing so would result in a "parachute payment," upon retirement or upon the failure of a non-employee director to stand for reelection if he has not breached his fiduciary responsibilities or otherwise engaged in gross misconduct as a director | |
Exercise Price of Options | Fair market value on date of grant | |
Terms of Options | 10 years | |
Cessation of Service as a Director | Vested options must be exercised within 60 days by a non-employee Director or his beneficiary | |
Restrictions on Resale | None | |
Restrictions on Transfer | Options may not be transferred (except upon death) | |
SEC Considerations | Options will generally be granted under the Iron Mountain Incorporated 2002 Stock Incentive Plan (but may be granted under the Iron Mountain Incorporated 1995 Stock Option Plan or the Iron Mountain Incorporated 1997 Stock Incentive Plan), the shares of each of which are registered on Form S-8; insider trading restrictions and short-swing profit rules of the Securities Exchange Act of 1934 apply | |
Shareholder Approval | Not required | |
Source of Shares | Treasury shares or authorized, but unissued shares will be used for options | |
Taxation of Options | Non-employee Directors pay ordinary income tax (and SECA tax) at time of exercise on spread between exercise price and fair market value on date of exercise; Iron Mountain gets a corresponding tax deduction at that time |
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