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EXHIBIT 10.10
Grant No:[[Grantno]]
IRON MOUNTAIN INCORPORATED
INCENTIVE STOCK OPTION AGREEMENT
This Agreement made as of this [[Dayth]] day of [[Month]], 199[[yr]] by and
between Iron Mountain Incorporated, a Delaware corporation (the "Company"), and
[[FullName]] (the "Optionee").
WITNESSETH THAT:
WHEREAS, the Company has instituted a program entitled "Iron Mountain
Incorporated 1995 Stock Incentive Plan," as amended (the "Plan"); and
WHEREAS, the Board of Directors of the Company (the "Board"), upon the
recommendation of the Stock Incentive Plan Subcommittee of the Compensation
Committee, has authorized the grant of stock options upon certain terms and
conditions set forth below; and
WHEREAS, the Board has authorized the grant of this stock option pursuant
and subject to the terms of the Plan, a copy of which is attached hereto and
incorporated herein; and
WHEREAS, the Board has designated this stock option an incentive stock
option in accordance with Section 5 of the Plan;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the Company and the parties hereto agree as
follows:
1. GRANT. Subject to the terms of the Plan and this Agreement, the Company
hereby grants to the Optionee a stock option (the "Option") to purchase from the
Company [[Shares]] shares of its Common Stock ("Stock"). This Option is intended
to constitute an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. OPTION PRICE. This Option may be exercised at the option price
of[[Price]]per share of Stock, subject to adjustment as provided herein and in
the Plan.
3. TERM AND EXERCISABILITY OF OPTION. This Option shall expire on the
earlier of [[yrs10]] or the last day of the exercise period determined pursuant
to subsection (c) of this Section 3. At any time before its expiration, this
Option may be exercised to the extent set forth in the following schedule,
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 or
a Subsidiary; and
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(b) the Optionee's employment or other contractual relationship with
the Company or a Subsidiary ("Relationship") must be in effect on a given
date in order for any scheduled increment in the exercisable portion of the
option 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
no less than one (1) year. For purposes of this subsection (c), the term
"Company" refers to the Company and all Subsidiaries.
Percentage of Total Option
<Table>
<Caption>
Date Shares Subject to Exercise
---- -----------------------------
Incremental Cumulative
Amount Amount
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On or after[[vestdate]], 1998 20% 20%
On or after[[vestdate]], 1999 20% 40%
On or after[[vestdate]], 2000 20% 60%
On or after[[vestdate]], 2001 20% 80%
On or after[[vestdate]], 2002 20% 100%
</Table>
4. METHOD OF EXERCISE. To the extent that the right to purchase shares of
Stock has accrued hereunder, this Option may be exercised from time to time by
written notice to the Company, substantially in the form attached hereto as
Exhibit 1, stating the number of shares with respect to which this Option is
being exercised, and accompanied by either (a) payment in full of the option
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. 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 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. Payment of the option price
may be made in cash or cash equivalents, or, in accordance with the terms and
conditions of Section 5(c) of the Plan, in whole or in part in shares of Common
Stock of the Company; provided, however, that the Board reserves the right upon
receipt of any written notice of exercise from the Optionee to require payment
in cash with respect to the shares contemplated in such notice; and provided,
further,
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that the Optionee may not make payment in shares of Stock that he acquired upon
the earlier exercise of any incentive stock option, unless he has held the
shares until at least two (2) years after the date the incentive stock option
was granted and at least one (1) year after the date the incentive stock option
was exercised. 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 option price, on such terms and conditions as
the Committee may determine under the terms of the Plan. The option 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. 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. During the life of the Optionee, this Option shall be exercisable
only by him, or by a conservator or guardian duly appointed for him by reason of
his incapacity, or by the person appointed by the Optionee in a Durable Power of
Attorney acceptable to the Company's counsel.
6. 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 of
1933, as amended, and applicable state securities laws. In the event shares or
other securities shall be issued which 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
precedent 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.
7. 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 will bear a legend setting forth the restrictions on
their transferability described in Section 6 hereof.
8. 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.
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9. 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.
10. EFFECT UPON EMPLOYMENT. Nothing in this Option or the Plan shall be
construed to impose any obligation upon the Company to retain the Optionee in
its employ.
11. TIME FOR ACCEPTANCE. Unless the Optionee shall evidence his acceptance
of this Option by execution of this Agreement within thirty (30) days after its
delivery to him, the Option and this Agreement shall be null and void.
12. RIGHT OF REPAYMENT. In the event that he accepts employment with 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 shares as to which
the Option was exercised on that date, 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 is not inimical to the best interests
of the Company. The Company may deduct from any compensation or other amount
payable by the Company to the Optionee the amount of payment due under the
preceding sentence. For purposes of this Section 12, the term "Company" refers
to the Company and all Subsidiaries.
13. GENERAL PROVISIONS.
(a) AMENDMENT; WAIVERS. This 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 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 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 Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
(d) CONSTRUCTION. This Agreement is to be construed in accordance
with the terms of the Plan. In case of any conflict between the Plan and
this Agreement, the Plan shall control. The titles of the sections of this
Agreement and of the Plan are included for convenience only and shall not
be construed as modifying or affecting their provisions.
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The masculine gender shall include both sexes; the singular shall include
the plural and the plural the singular unless the context otherwise
requires.
(e) NOTICES. Any notice in connection with this Agreement shall be
deemed to have been properly delivered if it is in writing and is delivered
in hand or by 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 address as set forth on the signature page
hereof.
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.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its officer thereunto duly authorized, and its corporate seal to be affixed as
of the date set forth below.
Date of grant:[[Month]][[Day]], 199[[yr]]
IRON MOUNTAIN INCORPORATED
By:
---------------------------
Title:
---------------------
(Corporate Seal)
Attest:
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Secretary
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Grant No.:[[Grantno]]
A C C E P T A N C E
I hereby accept the foregoing Option in accordance with its terms and
conditions and in accordance with the terms and conditions of the Iron Mountain
Incorporated 1995 Stock Incentive Plan.
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Date (Signature of[[FullName]])
Notice Address:
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EXHIBIT 1 to Incentive Stock Option Agreement
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
RE: EXERCISE OF INCENTIVE STOCK OPTION UNDER IRON MOUNTAIN INCORPORATED 1995
STOCK INCENTIVE PLAN
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the stock
option granted to [[FullName]] on [[Month]] [[Day]], 199[[yr]] by and to the
extent of purchasing _______shares of the Common Stock of Iron Mountain
Incorporated, for the option price of [[Price]] per share, subject to the terms
and conditions of the Incentive Stock Option Agreement between [[FullName]] and
Iron Mountain Incorporated dated as of [[Month]] [[Day]], 199[[yr]] (the
"Agreement").
The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Plan, of the purchase price for said shares.
IF THE UNDERSIGNED IS MAKING PAYMENT OF ANY PART OF THE PURCHASE PRICE BY
DELIVERY OF SHARES OF STOCK OF IRON MOUNTAIN INCORPORATED, HE HEREBY CONFIRMS
THAT HE HAS INVESTIGATED AND CONSIDERED THE POSSIBLE INCOME TAX CONSEQUENCES TO
HIM OF MAKING SUCH PAYMENTS IN THAT FORM.
The undersigned hereby agrees to execute any securities lock-up agreement
currently in effect between one or more underwriters and shareholders of the
Company who are officers or employees of the Company or its Subsidiary, and any
successor to that agreement, with regard to the shares acquired upon this
exercise of a stock option granted under the Plan.
The undersigned hereby specifically confirms to Iron Mountain Incorporated
that he is acquiring the shares for investment and not with a view to their sale
or distribution, and that the shares shall be held subject to all of the terms
and conditions of the Agreement.
Very truly yours,
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Date (Signed by[[FullName]]
or other party duly exercising option)
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