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EXHIBIT 10.16
IRON MOUNTAIN INCORPORATED 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement and the attached Stock Option Schedule
(together, the "Option Document") made as of the "Date of Grant" on the attached
Stock Option Schedule (the "Schedule") by and between Iron Mountain
Incorporated, a Pennsylvania corporation (the "Company"), and the Optionee.
WITNESSETH THAT:
WHEREAS, the Company maintains the "Iron Mountain Incorporated 1997 Stock
Option Plan," as amended (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 Document, the
Company hereby grants to the Optionee a stock option to purchase from the
Company the amount of Common Stock shown as the "Total Number of Shares" on the
Schedule. If so provided in the "Type of Option" as shown on the Schedule, 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. OPTION PRICE. This Option may be exercised at the "Exercise Price Per
Share" shown on the Schedule, subject to adjustment as provided herein and in
the Plan.
3. TERM AND EXERCISABILITY OF OPTION. This Option shall expire on the "Last
Date to Exercise" shown on the Schedule, 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
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;
(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 Schedule, 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 Disability, the
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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.
In addition to the foregoing requirements, in no event shall the Option be
exercised with respect to a fractional Share.
4. METHOD OF EXERCISE. Prior to its expiration and to the extent that the
right to purchase Shares 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 Option Price for the number of Shares to be
delivered, by means of payment acceptable to the Company in accordance with
Section 8(d) 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 Common 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 8(d) of the Plan, in whole
or in part in shares of Common Stock of the Company; provided, however, that the
Board of Directors 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. 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.
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 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 Shares 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 Shares withheld
shall not exceed an amount in excess of the minimum required withholding.
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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. 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. Notwithstanding
the foregoing, the Committee in its sole discretion may amend an outstanding
Option to permit the transfer of such Option, without payment of consideration,
to immediate family members of the Optionee and of trusts or partnerships for
such family members.
7. COMPLIANCE WITH SECURITIES ACT; LOCK-UP AGREEMENT. The Company shall not
be obligated to sell or issue any shares of Common Stock or other securities
pursuant to the exercise of this Option unless the Common 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 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 Common 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 of Directors 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.
12. TIME FOR ACCEPTANCE. Unless the Optionee shall evidence his acceptance
of this Option by execution of the Schedule within thirty (30) days after its
delivery to him, the Option shall be null and void.
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13. NOTICE OF DISQUALIFYING DISPOSITION. The Optionee agrees to notify the
Company promptly in the event that he sells, transfers, exchanges or otherwise
disposes of any Shares issued upon exercise of an ISO 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 Shares 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 Document, 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 Document, 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 Document 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 Document 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 Document is to be construed in
accordance with the terms of the Plan. In case of any conflict between the
Plan and this Option Document, the Plan shall control. The titles of the
sections of this Option Document 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.
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(e) NOTICES. Any notice in connection with this Option Document 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 address as set forth on the Schedule
To the Company: Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Attn: Chief Financial Officer
(f) VERSION NUMBER. This document is Version 1 of the Stock Option
Agreement.
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