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EXHIBIT 10.17
IRON MOUNTAIN INCORPORATED
IRON MOUNTAIN INCORPORATED 2002 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement and the preceding Certificate of Stock Option
Grant (the "Certificate" and together with this document, the "Option
Agreement") made as of the date stated on the Certificate (the "Grant Date") by
and between Iron Mountain Incorporated, a Pennsylvania corporation (the
"Company"), and the Optionee.
WITNESSETH THAT:
WHEREAS, the Company has instituted the Iron Mountain Incorporated 2002
Stock Incentive Plan (the "Plan"); and
WHEREAS, the Stock Incentive Plan Subcommittee of 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 on the Certificate
under "Option to Purchase." If so provided in the "Type of Option" shown on the
Certificate, 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 on the Certificate, subject to adjustment as provided herein and in
the Plan.
3. TERM AND EXERCISABILITY OF OPTION. This Option shall expire on the
"Grant Expiration Date" shown on the Certificate, 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 on the Certificate, provided that:
(a) at the time of exercise the Optionee is not in violation of any
Employee Confidentiality and 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" on the Certificate, to become effective; and
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(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 this Section 3, the term "Company" refers to the Company
and all Subsidiaries.
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 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 other person entitled to exercise this
Option), at the principal executive offices of the Company or such other place
as shall be mutually acceptable, a stock certificate or certificates for such
shares out of theretofore authorized but unissued shares or reacquired shares of
its Stock as the Company may elect; provided, however, that the time of such
delivery may be postponed by the Company for such period as may be required for
it with reasonable diligence to comply with any applicable requirements of law.
If the Optionee (or other person entitled to exercise this Option) fails to pay
for and accept delivery of all of the shares specified in such notice upon
tender of delivery thereof, his right to exercise this Option with respect to
such shares not paid for may be terminated by the Company.
The Committee may, in its discretion at the time of exercise of the Option,
grant to the Optionee a new option (a "Reload Option") to permit the Optionee to
purchase that number of shares of Stock delivered by the Optionee to the Company
in full or partial payment of the Grant Price, or in full or partial payment of
the tax withholding obligations incurred on account of the exercise of the
Option, on such terms and conditions as the Committee may determine under the
terms of the Plan. The Grant Price for shares subject to a Reload Option shall
be not less than one hundred percent (100%) of the Fair Market Value of the
shares on the date of grant of the Reload Option, and the duration of a Reload
Option shall be equal to the unexpired term of the exercised Option on the date
of exercise.
5. WITHHOLDING TAXES. The Optionee hereby agrees, as a condition to any
exercise of this Option, to provide to the Company an amount sufficient to
satisfy the Company's obligation to withhold federal, state, local and other
taxes arising by reason of such exercise (the "Withholding Amount"), if any, by
(a) authorizing the Company and/or any Subsidiary to withhold the Withholding
Amount from his cash compensation or (b) remitting the Withholding
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Amount to the Company in cash; provided, however, that to the extent that the
Withholding Amount is not provided by one or a combination of such methods, the
Company may at its election withhold from the Stock that would otherwise be
delivered upon exercise of this Option that number of shares having a Fair
Market Value on the date of exercise sufficient to eliminate any deficiency in
the Withholding Amount; and provided, further, that the Fair Market Value of
Stock withheld shall not exceed an amount in excess of the minimum required
withholding.
6. NON-ASSIGNABILITY OF OPTION. This Option shall not be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution or as permitted by the Committee in its discretion pursuant to the
third sentence of Section 5(h) of the Plan. During the life of the Optionee,
this Option shall be exercisable only by him, by a conservator or guardian duly
appointed for him by reason of the Optionee's incapacity or by the person
appointed by the Optionee in a durable power of attorney acceptable to the
Company's counsel.
7. COMPLIANCE WITH SECURITIES ACT; LOCK-UP AGREEMENT. The Company shall
not be obligated to sell or issue any shares of Stock or other securities
pursuant to the exercise of this Option unless the shares of Stock or other
securities with respect to which this Option is being exercised are at that time
effectively registered or exempt from registration under the Securities Act and
applicable state securities laws. In the event shares or other securities shall
be issued that shall not be so registered, the Optionee hereby represents,
warrants and agrees that he will receive such shares or other securities for
investment and not with a view to their resale or distribution, and will execute
an appropriate investment letter satisfactory to the Company and its counsel.
The Optionee further hereby agrees that as a condition to the purchase of shares
upon exercise of this Option, he will execute an agreement in a form acceptable
to the Company to the effect that the shares shall be subject to any
underwriter's lock-up agreement in connection with a public offering of any
securities of the Company that may from time to time apply to shares held by
officers and employees of the Company, and such agreement or a successor
agreement must be in full force and effect.
8. LEGENDS. The Optionee hereby acknowledges that the stock certificate
or certificates evidencing shares of Stock or other securities issued pursuant
to any exercise of this Option may bear a legend setting forth the restrictions
on their transferability described in Section 7 hereof, if such restrictions are
then in effect.
9. RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a
stockholder with respect to any shares covered by this Option until the date of
issuance of a stock certificate to him for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
10. TERMINATION OR AMENDMENT OF PLAN. The Board may terminate or amend the
Plan at any time. No such termination or amendment will affect rights and
obligations under this Option, to the extent it is then in effect and
unexercised.
11. EFFECT UPON EMPLOYMENT AND PERFORMANCE OF SERVICES. Nothing in this
Option or the Plan shall be construed to impose any obligation upon the Company
or any Subsidiary to employ or utilize the services of the Optionee or to retain
the Optionee in its employ or to engage or retain the services of the Optionee.
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12. TIME FOR ACCEPTANCE. Unless the Optionee shall evidence his acceptance
of this Option by electronic or other execution of the Certificate within thirty
(30) days after its delivery to him, the Option shall be null and void.
13. NOTICE OF DISQUALIFYING DISPOSITION. If the Option is designated under
"Type of Option" as an ISO, the Optionee agrees to notify the Company promptly
in the event that he sells, transfers, exchanges or otherwise disposes of any
shares of Stock issued upon exercise of the Option before the later of (a) the
second anniversary of the date of grant of the Option and (b) the first
anniversary of the date the shares were issued upon his exercise of the Option.
14. RIGHT OF REPAYMENT. In the event that the Optionee accepts employment
with or provides services for a competitor of the Company within two (2) years
after the date of exercise of this Option or any portion of it, the Optionee
shall pay to the Company an amount equal to the excess of the Fair Market Value
of the Stock as of the date of exercise over the price paid for such shares;
provided, however, that the Committee in its discretion may release the Optionee
from the requirement to make such payment, if the Committee determines that the
Optionee's acceptance of such employment or performance of such services is not
inimical to the best interests of the Company. The Company may deduct the amount
of payment due under the preceding sentence from any compensation or other
amount payable by the Company to the Optionee. For purposes of this Section 14,
the term "Company" refers to the Company and all Subsidiaries.
15. GENERAL PROVISIONS.
(a) AMENDMENT; WAIVERS. This Option Agreement, including the Plan,
contains the full and complete understanding and agreement of the parties
hereto as to the subject matter hereof, and except as otherwise permitted
by the express terms of the Plan and this Option Agreement, it may not be
modified or amended nor may any provision hereof be waived without a
further written agreement duly signed by each of the parties; provided,
however, that a modification or amendment that does not materially diminish
the rights of the Optionee hereunder, as they may exist immediately before
the effective date of the modification or amendment, shall be effective
upon written notice of its provisions to the Optionee. The waiver by either
of the parties hereto of any provision hereof in any instance shall not
operate as a waiver of any other provision hereof or in any other instance.
(b) BINDING EFFECT. This Option Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
executors, administrators, representatives, successors and assigns.
(c) GOVERNING LAW. This Option Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts,
without regard to the principles of conflicts of law.
(d) CONSTRUCTION. This Option Agreement is to be construed in
accordance with the terms of the Plan. In case of any conflict between the
Plan and this Option Agreement, the Plan shall control. The titles of the
sections of this Option Agreement
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and of the Plan are included for convenience only and shall not be
construed as modifying or affecting their provisions. The masculine gender
shall include both sexes; the singular shall include the plural and the
plural the singular unless the context otherwise requires. Capitalized
terms not defined herein shall have the meanings given to them in the Plan.
(e) NOTICES. Any notice in connection with this Option Agreement
shall be deemed to have been properly delivered if it is in writing and is
delivered by hand or facsimile or sent by registered mail, postage prepaid,
to the party addressed as follows, unless another address has been
substituted by notice so given:
To the Optionee: To his last address provided to the Company
To the Company: Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Attn: Chief Financial Officer
Copy to: Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attn: David A. Guadagnoli, Esq.
(f) VERSION NUMBER. This document is Version 1 of the Stock Option
Agreement.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
issued as of the Grant Date set forth on Certificate.
IRON MOUNTAIN INCORPORATED
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Title: Vice President and Treasurer
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