IRON MOUNTAIN INCORPORATED Compensation Plan for Non-Employee Directors
Exhibit 10.4
IRON MOUNTAIN INCORPORATED
Compensation Plan for Non-Employee Directors
| Restatement Date | May 25, 2006 |
| Eligibility | All non-employee Directors |
| Annual Retainer | $20,000 per year (paid in quarterly installments) |
| Meeting Fees | $1,500 per committee meeting and/or quarterly Board meeting attended live or $750 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 | Non-qualified Stock options to be equal to $75,000 per year of Black Scholes value |
| Timing of Option Grants | Stock options granted to all non-employee Directors on initial Restatement Date and at the first Board meeting following Iron Mountain’s annual meeting (generally the fourth Tuesday of May each year); newly elected non-employee Directors receive grant on the date of their election |
| Vesting of Options | Options vest 100% on one year anniversary of grant (or, if earlier, the annual meeting of Iron Mountain that is closest to the one year anniversary) |
| Exercise Price of Options | Fair market value on date of grant |
| Terms of Options | 10 years |
| Cessation of Service as | Vested options must be exercised within 60 days |
| a Director | 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 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 |
