Exhibit 10.1

CORPORATE OFFICES
745 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111

TELEPHONE: 617-535-4766
FAX: 617-535-7291
www.ironmountain.com

November 30, 2012

Mr. William L. Meaney

Dear Bill:

I am pleased to confirm our offer of the position of President and Chief Executive Officer of Iron Mountain Incorporated (“Iron Mountain”). As was discussed, while in the employ of Iron Mountain your duties and compensation package shall be as follows.

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Speaking for myself, and everyone at Iron Mountain, we look forward to working with you.

Sincerely,

/s/ Clarke Bailey

Clarke Bailey

Chair of the Compensation Committee of the Board of Directors

/s/ William L. Meaney

William L. Meaney

December 1, 2012

Date

EXHIBIT A

The Iron Mountain Companies Severance Plan, together with Severance Program No. 2

THE IRON MOUNTAIN COMPANIES
SEVERANCE PLAN

______________________________

Effective as of March 7, 2012

______________________________

ARTICLE 1

PURPOSE

1.1       Establishment. Iron Mountain Incorporated (the “Company”) hereby adopts effective as of March 7, 2012 and as part of The Iron Mountain Companies Welfare Plan (the “Welfare Plan”), a severance plan for the benefit of its employees eligible hereunder, which shall be known as The Iron Mountain Companies Severance Plan (the “Severance Plan” or the “Plan”). The Severance Plan is a Contract under the Welfare Plan. This document describes the features of the Welfare Plan that are unique to the Severance Plan. Other features of the Severance Plan are located in the policies, documents and rules governing the Welfare Plan.

1.2       Purpose. The purpose of the Severance Plan is to provide transition assistance in the form of severance benefits for Eligible Employees in the event of a Qualifying Termination.

1.3       Effect of Prior Severance Pay Programs, Plans or Arrangements. The Plan supersedes and replaces any prior severance pay programs, plans and arrangements (whether written or oral) for any Participant except (unless otherwise provided in a Severance Program) any SUB Pay Plan and except to the extent embodied in an individually negotiated agreement that provides greater benefits to the Participant. Notwithstanding the preceding sentence, the provisions of any equity compensation plan, agreement thereunder or amendment to either that provides for accelerated vesting or benefits upon a “change in control,” including without limitation a Vesting Change in Control (as defined in the Iron Mountain Incorporated 2002 Stock Incentive Plan, among others) shall remain in full force and effect.

ARTICLE 2

DEFINITIONS

Whenever used in this Plan, the following words and phrases have the meanings set forth below unless the context plainly requires a different meaning or the definition is overridden by a Severance Program, and when the defined meaning is intended, the term is capitalized. Capitalized terms not defined below or in a Severance Program have the meanings set forth in the Welfare Plan.

2.1       “Acquirer(s)” means the person(s) or entity(ies) that acquire(s) the stock or assets of the Company in a Change in Control, and includes persons or entities (a) that directly or indirectly control such person(s) or entity(ies) and (b) that are controlled by or are under direct or indirect common control with such person(s) or entity(ies).

2.2       “Administrator” means the Executive Vice President, Human Resources, of the Company, unless otherwise provided in a particular Severance Program.

2.3       “Cause” means any of: (a) fraud, embezzlement or theft against Iron Mountain; (b) the Participant is convicted of, or pleads guilty or no contest to, a felony; (c) the Participant breaches a fiduciary duty owed to Iron Mountain; (d) the Participant materially breaches any material policy of Iron Mountain, including but not limited to the Code of Ethics and Business Conduct or the Iron Mountain Statement of Insider Trading Policy; (e) the Participant willfully fails to perform his or her material assigned duties (other than by reason of illness); or (f) the Participant commits an act of gross negligence, engages in willful misconduct or otherwise acts with willful disregard for the best interests of Iron Mountain.

2.4       “Change in Control” means the happening of any of the following:

(a)        When any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than (i) the Company, (ii) a subsidiary of the Company, (iii) a Company employee benefit plan, including any trustee of such plan acting as a trustee, or (iv) Participant, or a “group” (as such term is used in Section 13(d)(3) of the Exchange Act) which includes Participant, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or

(b)        The effective date: (i) of a merger or consolidation of the Company with any other third party, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the entity that controls such surviving entity) at least fifty percent of the total voting power represented by the voting securities of the Company, such surviving entity or the entity that controls such surviving entity outstanding immediately after such merger or consolidation; or (ii) of the sale or disposition of the Company of all or substantially all of the Company’s assets; or

(c)        Individuals who on the Effective Date constituted the Company’s Board of Directors (together with any new directors whose election to the Board of Directors, or whose nomination for election by the stockholders, was approved by a vote of two-thirds of the directors then in office who were either directors at the beginning of such period or whose election or nomination was previously so approved) cease to constitute a majority of the Board of Directors of the Company then in office.

2.5       “Closing Date” means the date on which the Change in Control occurs.

2.6       “Company” has the meaning set forth in Section 1.1.

2.7       “Effective Date” means March 7, 2012.

2.8       “Eligible Employee” means an individual who is a common law employee of Iron Mountain working in the United States; provided, however, that the term Employee does not include: (a) temporary or irregular employees or contractors; (b) independent contractors; (c) leased employees within the meaning of Section 414(n) of the Code; and (d) except to the extent specifically bargained for, members of a collective bargaining unit; and provided, further, that any individual described in subparagraphs (b) or (c) of this Section shall remain ineligible to

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participate in the Welfare Plan, notwithstanding any recharacterization of the individual as an employee for any federal, state or local law purpose.

2.9       “Employee Confidentiality and Non-Competition Agreement” means an agreement, in a form satisfactory to Iron Mountain, that restricts the Participant from using confidential information of Iron Mountain and from competing with Iron Mountain.

2.10     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.11     “Good Reason,” if applicable under a particular Severance Program, has the meaning set forth in that Program. Before a termination for Good Reason can be considered to be a Qualifying Termination, a Participant must provide notice to the Administrator within ninety days of the existence of the Good Reason event, and Iron Mountain shall have thirty days within which to remedy the issue.

2.12     “Iron Mountain” means the Company and each Affiliated Employer.

2.13     “Participant” means, except as otherwise provided in an applicable Severance Program, an Eligible Employee who, at the time of termination, is regularly scheduled to work at least thirty hours per week, has been employed by Iron Mountain for a continuous period of at least ninety days and is covered by a Severance Program.

2.14     “Plan” or “Severance Plan” means The Iron Mountain Companies Severance Plan, as set forth herein, with any and all supplements and amendments hereto that may be in effect.

2.15     “Qualifying Termination” means (a) the termination of a Participant’s employment by Iron Mountain solely as a result of Iron Mountain’s elimination of his or her job or position or for one or more reasons that do not constitute Cause or (b) if specifically provided for in the Severance Program applicable to a Participant, the termination of a Participant’s employment by the Participant for Good Reason if the termination occurs within up to six months of the Good Reason event.

2.16     “Separation and Release Agreement” means an agreement and general release, in a form satisfactory to the Company, that releases and forever discharges the Company and its affiliates, officers, employees and directors from all claims and damages that the Participant may have in connection with or arising out of his or her employment or the termination of employment with Iron Mountain.

2.17     “Severance Benefits” means the benefits provided hereunder, as determined pursuant to Article 3.

2.18     “Severance Pay” means the portion of Severance Benefits that are generally payable in cash, as provided in a Participant’s Severance Program.

2.19     “Severance Period” means the period provided in the Participant’s Severance Program.

2.20     “Severance Program” means the program(s) listed on Exhibit A, as amended and in effect from time to time, that provide the specific benefit entitlement(s) available under this

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Plan to a Participant at the time of the Qualifying Termination. The terms of each such Severance Program shall be incorporated herein and made a part hereof. No Participant shall be entitled to Severance Benefits under more than one Severance Program and the Administrator shall have sole discretion to determine which Severance Program shall apply to a Participant.

2.21     “SUB Pay Plan” means the Iron Mountain Information Management, Inc Supplemental Unemployment Benefits Plan and Summary Plan Description for Salaried Employees and the Iron Mountain Information Management, Inc Supplemental Unemployment Benefits Plan and Summary Plan Description for Hourly Employees, each as amended and in effect from time to time.

2.22     “Successor Entity” means an entity resulting from (a) the merger, consolidation or share exchange involving an Iron Mountain entity in which it is not the surviving entity or (b) any entity succeeding to substantially all of the assets and business of an Iron Mountain entity.

2.23     “Welfare Plan” has the meaning set forth in Section 1.1.

ARTICLE 3

BENEFITS

3.1       Eligibility for Severance Benefits.

(a)        Subject to the remaining requirements of this Section 3.1, a Participant shall become entitled to Severance Benefits under this Plan in the event he or she experiences a Qualifying Termination.

(b)        For the avoidance of doubt, a Participant shall not be eligible for Severance Benefits if the Participant is terminated by Iron Mountain for Cause or if the Participant quits (unless the Participant quits for Good Reason and the Severance Program applicable to the Participant permits Severance Benefits under such circumstances).

(c)        Unless otherwise provided in the definition of Good Reason or in an applicable Program, a Participant shall not be eligible for Severance Benefits if the Participant has been offered other employment without a material diminution in the sum of base compensation plus target nonequity incentive compensation by Iron Mountain or by a Successor Entity in the same or a similar position as Participant’s position and that is at the same location or within fifty miles of the Participant’s office or primary work location as of the date he or she was notified of his or her proposed Qualifying Termination. Further, if the Participant is able to secure another position with Iron Mountain or with a Successor Entity prior to the payment of Severance Benefits relating to what otherwise would constitute a Qualifying Termination with respect to a prior position, all unpaid Severance Benefits shall be forfeited and, if applicable, no vesting acceleration of any equity compensation shall occur.

(d)       A Participant must satisfy each of the following conditions in order to receive Severance Benefits hereunder:

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(i)                                 The Participant must not have notified Iron Mountain (whether orally or in writing) of his or her intention to terminate employment with Iron Mountain for any reason (including, by way of illustration and not limitation, voluntary resignation, normal retirement or early retirement) prior to Iron Mountain’s announcement of the proposed Qualifying Termination and effective as of a date within 3 months of the proposed Qualifying Termination (other than a notice provided by a Participant in the case of a termination for Good Reason, if applicable under the Severance Program for the Participant); and

(ii)                             The Participant must not be on an FMLA, maternity or other statutorily protected leave of absence or otherwise absent from work and not regularly performing services for Iron Mountain as of the date of the Qualifying Termination; and

(iii)                         The Participant must sign, and not revoke, if applicable, within the period specified therein, a Separation and Release Agreement, and if provided for under the applicable Severance Program, an Employee Confidentiality and Non-Competition Agreement and any other agreement(s), in each case, in a form satisfactory to the Company.

3.2                            Severance Benefits. A Participant’s Severance Benefits, including Severance Pay, will be the amount determined under the applicable Severance Program for the Participant’s position in effect as of the date of the Qualifying Termination.

3.3                            Time and Manner of Payment. Payments hereunder will be made as follows.

(a)                               Payments of Severance Pay will be made in equal installments over the Severance Period (or such other period as specified in the applicable Severance Program) in accordance with Iron Mountain’s regular payroll intervals applicable to the Participant immediately prior to the Qualifying Termination. Such payments will commence as of the first regular payroll date following the Qualifying Termination; provided, however, that no payment will be made earlier than the sixtieth day following a Qualifying Termination if the Participant is required to execute a Separation and Release Agreement; and provided, further, that any applicable revocation period will have expired before any payment.

(b)                              All Severance Benefits shall be subject to applicable federal, state, local and other tax withholding as required by law.

(c)                               Any payments due hereunder for Severance Pay shall be reduced by any other severance or termination payment due to a Participant, including, by way of illustration and not limitation, any amounts paid pursuant to federal, state or local government worker notification (e.g., Worker Adjustment and Retraining Notification (“WARN”) Act) or office closing requirements, any amounts paid pursuant to a SUB Pay Plan, any amounts owed a Participant pursuant to a contract with Iron Mountain and amounts paid to a Participant placed in a temporary layoff status (often referred to as a

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furlough), which immediately precedes the commencement of Severance Benefits hereunder. In addition, to the extent any federal, state or local government regulation provides for payments related to accrued wages, bonuses, commissions, reimbursements, vacation pay or other benefits in an amount or manner different from Iron Mountain’s policies and programs, including this Plan, any payments hereunder for Severance Pay shall be offset by such amounts.

3.4                            Rehire. If a Participant entitled to Severance Benefits is reinstated, he or she will not be required to reimburse Iron Mountain or an Acquiror for any payments received hereunder prior to being rehired. Any unpaid Severance Pay will be forfeited upon a Participant’s rehire by Iron Mountain or an Acquiror.

3.5                            Subsequent Employment. A Participant who receives payments hereunder for Severance Pay shall not be required to mitigate the amount of any such payments by seeking other employment or otherwise, and subject to Section 3.4 hereof, no such payment shall be offset or reduced by the amount of any compensation provided to the Participant in any subsequent employment.

3.6                            Accrued Wages and Expense Reimbursements. In addition to the Severance Benefits under this Plan, a Participant who experiences a Qualifying Termination shall be entitled to: (a) accrued wages due through the date of the Qualifying Termination in accordance with Iron Mountain’s normal payroll practices; (b) any accrued but unused vacation pay; and (c) reimbursement for any unreimbursed business expenses properly incurred by the Participant prior to the date of the Qualifying Termination in accordance with Iron Mountain’s policy (and for which the Participant has submitted any required documentation). In addition, a Participant that is subject to a commission plan or arrangement shall receive all commissions properly earned, but not yet paid, in accordance with the terms of such plan or arrangement. All payments shall be subject to proper tax withholding.

3.7                            Settlement of Accounts. Iron Mountain may deduct (after all applicable tax withholdings have been deducted) from payments hereunder any indebtedness, obligation or liability owed by the Participant as of his or her date of termination, as permitted under applicable law.

ARTICLE 4

MISCELLANEOUS

4.1                            Employment Status. This Severance Plan does not constitute a contract of employment or impose on Iron Mountain any obligation to retain any Eligible Employee as an employee or to change any employment policies of any Iron Mountain entity. Upon a Qualifying Termination hereunder, an Eligible Employee will thereafter cease to be an employee for any and all purposes.

4.2                            Right to Amend or Terminate. The Company, by action of its Executive Vice President, Human Resources, reserves the right at any time and from time to time to amend or terminate this Severance Plan; provided, however, that with respect to the provisions of the Severance Plan and any Severance Program that may apply to the Executive Vice President, Human Resources, the Compensation Committee of the Board of Directors of the Company shall

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have such authority; and provided, further, that subsequent to any Closing Date, the Plan and each of the Severance Programs, all as in effect at the Closing Date, shall be maintained in substance and effect for at least eighteen months following any Closing Date, subject only to administrative, process or other amendments or changes that do not materially affect the rights of Eligible Employees hereunder. In the event a Change in Control is structured as a sale of all or substantially all of the assets of the Company, the Company will negotiate for the Acquirer to assume and perform the obligations set forth in this Plan.

4.3                            Plan Interpretation. Without limiting the provisions of Articles 11 and 12 of the Welfare Plan, the determination of whether a Participant has experienced a Qualifying Termination, including, by way of illustration and not limitation, whether a termination is for Cause or Good Reason, will be made by the Administrator, in his, her or its sole and absolute discretion, and such determination will be conclusive and binding on the Participant.

4.4                            Large Scale Reduction in Force. In the event of a large scale reduction in force and except as otherwise limited by Section 4.2, the Company reserves the right, on its behalf and on behalf of all Affiliated Employers, to reduce, due to economic factors, the benefits set forth in Article 3 of the Severance Plan.

4.5                            Section 409A of the Code. It is the intention of the parties that no payment or entitlement pursuant to this Plan will give rise to any adverse tax consequences to any person pursuant to Section 409A of the Code. The Administrator shall interpret and apply the Plan to that end, shall treat a series of installment payments as separate payments (as permitted under Treas. Reg. § 1.409A-2(b)(2)) and shall not give effect to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under Section 409A of the Code; provided, however, that nothing herein shall require Iron Mountain to provide a Participant with any gross-up for any tax, interest or penalty that may be incurred under Section 409A of the Code or otherwise. Any reimbursements due or expenses to be paid under any provision of this Severance Plan shall be paid not later than March 15 of the year following the year in which the expense is incurred. In the case of any payment on termination (other than in compliance with the requirements of Treas. Reg. § 1.409A-1(b)(9)(iii) or (v) or of any successor thereto or any other provision that exempts a payment from Section 409A of the Code and other than any payment that is a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)(i)) while a Participant is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code, in no event will such payment be made earlier than six months after the Participant’s “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h). In the event that, due to Section 409A of the Code, a Participant does not receive one or more cash payments that would otherwise be due during that six month period, all such delayed payments will be made on the first day after the six-month anniversary of his or her “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h), and thereafter any remaining payments shall be made in accordance with any existing schedule.

4.6                            Section 4999 of the Code. Nothing herein shall require Iron Mountain to provide a Participant with any gross-up for any tax, interest or penalty that may be incurred under Section 4999 of the Code or otherwise with respect to any excess parachute payment.

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EXHIBIT A

List of Severance Programs

Severance Program No. 1

Severance Program No. 2 (adopted November 29, 2012)

THE IRON MOUNTAIN COMPANIES SEVERANCE PLAN

SEVERANCE PROGRAM NO. 2

Adopted as of November 29, 2012

By action of the Compensation Committee on November 29, 2012

ARTICLE 1

PURPOSE

The purpose of this Program is to specify the benefits available to certain employees of Iron Mountain Incorporated and/or its Affiliated Employers in the event of their Qualifying Termination.

This document is a part of The Iron Mountain Companies Severance Plan, which itself is part of The Iron Mountain Companies Welfare Plan, and is part of the summary plan description for the Welfare Plan. This document provides an overview of the benefits available and must be read in conjunction with the Severance Plan where, for example, certain capitalized terms not otherwise defined below are defined and the Welfare Plan where, for example, claims procedures are set forth. In the event of an inconsistency between this document and the Severance and Welfare Plan documents, the provisions of this document will govern.

The Severance Plan and this Severance Program No. 2 (the “Program”) is administered by the Compensation Committee of the Board of Directors of Iron Mountain Incorporated (the “Administrator”), which shall act as the “named fiduciary” and “plan administrator” under ERISA with respect to this benefit. The Administrator has discretionary authority to make factual determinations, to construe and administer the Plan, to interpret any ambiguities and to resolve any and all issues hereunder, provided that any and all such determinations, constructions, administration, interpretations and/or resolutions shall be subject to Section 3.6 hereof.

ARTICLE 2

SCOPE

This Program applies to William L. Meaney and he is hereby deemed to be the Participant hereunder in an action of the Administrator (“Covered Employee”).

A Covered Employee is eligible for Severance Benefits under the Severance Plan if he experiences a Qualifying Termination. Qualifying Termination is defined in the Severance Plan but basically means that an individual’s employment is involuntary terminated other than for Cause (as defined in the Severance Plan). Under this Program –

“Cause” has the following meaning: (a) fraud, embezzlement or theft against Iron Mountain; (b) the Covered Employee is indicted for a felony or convicted of, or pleads guilty or no contest to, a felony; (c) the Covered Employee breaches a material fiduciary duty owed to Iron Mountain; (d) the Covered Employee materially breaches any material policy of Iron Mountain, including but not limited to the Code of Ethics and Business Conduct or the Iron Mountain Statement of Insider Trading Policy; (e) the Covered Employee willfully fails to perform his material assigned duties (other than by reason of illness); or (f) the

Covered Employee commits an act of gross negligence or engages in willful misconduct in the performance of his duties, or commits any other act of gross negligence or willful misconduct that would reasonably be expected to cause significant damage to Iron Mountain’s business interests.

A Qualifying Termination also includes a termination by the Covered Employee of his employment for Good Reason. Good Reason means that Iron Mountain has, without the Covered Employee’s consent (and after notice and opportunity for correction), (a) materially diminished the sum of his base compensation plus target nonequity incentive compensation, (b) required the Covered Employee to be based at an office or primary work location that is greater than fifty miles from Boston, Massachusetts, (c) materially diminished the Covered Employee’s authority and/or responsibilities and/or assigned the Covered Employee to duties and responsibilities that are generally inconsistent with his position with Iron Mountain prior to the change, (d) ceased to have the Covered Employee report directly to the Board or (e) materially breached this Program or the offer letter dated November 30, 2012 entered into by and between Iron Mountain and the Covered Employee. A termination for Good Reason must occur within six months of the Good Reason event but before a termination for Good Reason can be considered to be a Qualifying Termination, a Covered Employee must provide the Administrator with notice within ninety days of the existence of the Good Reason event and Iron Mountain shall have thirty days within which to remedy the issue.

ARTICLE 3

SEVERANCE BENEFITS

3.1                            Severance Pay. The amount of Severance Pay payable under this Program is based on the Covered Employee’s compensation level, including “Base Salary” and “Target Bonus Payment,” as well as the “Severance Period,” each as defined below.

(a)                               “Severance Period” shall be the twelve month period following a Covered Employee’s Qualifying Termination, or twenty-four month period in the event of an Anticipatory Termination (as defined below) or a Qualifying Termination during the two year period following a Change in Control.

(b)                              “Base Salary” is the Covered Employee’s weekly or biweekly (as applicable) rate of pay as of the date of termination without regard to other forms of compensation, such as overtime, bonuses or equity compensation. A Covered Employee who experiences a Qualifying Termination will receive an amount equal to fifty-two weeks of Base Salary during the Severance Period.

(c)                               “Target Bonus Payment” is the amount of the annual target performance-based bonus for the year in which termination occurs, which would otherwise be payable on or about March 15th of the year following the year of termination. If the annual target performance-based bonus for the year in which termination occurs has not yet been determined as of the Covered Employee’s termination, the annual target performance-based bonus for the prior year shall be used.

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(d)                             In the event of a Qualifying Termination, the Covered Employee shall receive an amount equal to (i) the sum of his (A) Base Salary then in effect and (B) Target Bonus Payment, which sum will be payable to him in accordance with the regular payroll practices of the Company in equal installments over the Severance Period, and (ii) his actual annual incentive compensation earned in respect of the year in which his termination occurs based on actual performance in accordance with Iron Mountain’s annual incentive compensation program, with such bonus pro-rated from the beginning of the fiscal year of termination through to the actual termination date, and payable to him on March 1st of the year following the year of termination; provided, however, that if such Qualifying Termination occurs upon or within the two year period following a Change in Control (or such Qualifying Termination occurs (x) prior to such Change in Control at the direction of a third party or (y) 90 days prior to such Change in Control (any such termination by Iron Mountain without Cause or the Covered Employee voluntarily terminating his employment for Good Reason, an “Anticipatory Termination”), and in all events such Change in Control occurs), in lieu of the amount of cash severance provided under Section 3.1(d)(i) hereof, the Covered Employee will receive an amount equal to two times the sum of his (A) Base Salary then in effect and (B) Target Bonus Payment, which sum will be payable to him in accordance with the regular payroll practices of the Company in equal installments over the Severance Period. For the avoidance of doubt, upon any such termination, the Covered Employee will also receive the pro rata bonus under Section 3.1(d)(ii) hereof and at the time specified therein.

(e)                               In the event of a Qualifying Termination after the Covered Employee notifies the Company in writing of his termination without Good Reason, the Covered Employee shall not be entitled to any of the benefits provided under this Program other than pursuant to Section 3.6 of the Severance Plan (in addition to any earned but unpaid bonus).

3.2                            Other Benefits.

(a)                               Provided the Covered Employee elects to continue in Iron Mountain’s group medical and/or dental coverage under the federal law known as “COBRA,” Iron Mountain will pay to the Covered Employee, on a monthly basis, a taxable amount equal to 100% of the cost of such coverage until the earlier of (a) the end of the Severance Period and (b) the date on which the Covered Employee terminates his COBRA coverage under the applicable Iron Mountain group welfare plan; provided, however, that if such Qualifying Termination qualifies as an Anticipatory Termination or occurs upon or within two years after a Change in Control, the monthly payment under this Section 3.2(a) will continue until the earlier of (i) eighteen months from termination and (b) the date on which the Covered Employee terminates his COBRA coverage under the applicable Iron Mountain group welfare plan. If after the end of the period described in the preceding sentence the Covered Employee remains COBRA-eligible, he must pay for the entire remaining cost of COBRA coverage if he wishes to continue the coverage.

(b)                              A Covered Employee who experiences a Qualifying Termination is eligible for outplacement services through a provider selected by Iron Mountain for a period of nine months following termination.

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(c)                               The definition of the phrase “Good Reason” as used in connection with a “Vesting Change in Control” under an equity compensation plan of the Company shall include the following additional component: “a material diminution in the responsibilities or title of the Optionee’s position with Iron Mountain and/or the assignment to Optionee of duties and responsibilities that are generally inconsistent with the Optionee’s position with Iron Mountain [immediately prior to the Vesting Change in Control].” For the avoidance of doubt, “Good Reason” under an equity compensation plan will have occurred if the foregoing component or one of the components of “Good Reason” as used in connection with a “Vesting Change in Control” under an equity compensation plan of Iron Mountain shall have occurred.

(d)                             Notwithstanding the terms in any equity compensation plan to the contrary, for purposes of determining when a termination occurs in connection with a “Vesting Change in Control,” such termination must occur (x) prior to such Vesting Change in Control at the direction of a third party or (y) 90 days prior to such Vesting Change in Control or up to two years following the Vesting Change in Control (rather than a termination 14 days before or up to 12 months after a Vesting Change in Control, as currently provided in the Fourth Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan).

(e)                               The Severance Plan and this Program supersede and replace any prior severance pay programs, plans and arrangements (whether written or oral) for any Covered Employee except any benefit payable under a Supplemental Unemployment Benefit Plan and except to the extent embodied in an individually negotiated agreement that provides greater benefits to the Covered Employee.

3.3                            Termination due to Death and Disability. In the event of a Covered Employee’s termination as a result of death or disability, the Covered Employee (or his estate) shall be entitled to amounts otherwise due under Section 3.1(d)(ii) hereof and Section 3.6 of the Severance Plan (in addition to any earned but unpaid bonus) as if he had experienced a Qualifying Termination. For purposes of the preceding sentence, a Covered Employee will be treated as having been terminated as a result of disability if Iron Mountain terminated the individual because he is prevented by illness, accident, disability or any other physical or mental condition to be determined by means of a written opinion of a competent medical doctor chosen by mutual agreement of Iron Mountain and the Covered Employee or his personal representative(s)) from substantially performing his duties and responsibilities hereunder for one or more periods totaling one hundred eighty days in any twelve month period.

3.4                            Time and Manner of Benefits.

(a)                               No Severance Pay provided in Section 3.1 or Other Benefits provided in Section 3.2 will be paid or provided under the Program unless the Covered Employee has signed and timely returned, and not revoked, if applicable, a “Release,” in the form attached hereto.

(b)                              Except with respect to amounts due under Section 3.1(d)(ii) hereof, Severance Pay and COBRA payments will be paid in equal installments over the applicable Severance Period in accordance with the Covered Employee’s regular payroll intervals prior to the Qualifying Termination and will be subject to applicable

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withholding. Subject to Section 3.4(e), payments under this Program will begin on the sixtieth day following the Qualifying Termination; provided, however, that any applicable revocation period under a Release will have expired before any payment; and provided, further, that any payments that are deferred during such sixty-day period will be paid in a lump sum on said sixtieth day.

(c)                               Severance Pay will be inclusive of any other severance or termination payments due to a Covered Employee (such as a payment required pursuant to a Supplemental Unemployment Benefits Plan or WARN), any amounts owed a Covered Employee pursuant to a contract with Iron Mountain and amounts paid to a Covered Employee placed in a temporary layoff status (often referred to as a furlough).

(d)                             If a Covered Employee is later rehired by Iron Mountain, he may keep whatever Severance Pay has been paid prior to being rehired, but will lose any right to unpaid Severance Pay.

(e)                               In the case of any payment on termination (other than in the event of death or disability within the meaning of Section 409A of the Internal Revenue Code (the “Code”) or in compliance with the requirements of Treas. Reg. § 1.409A-1(b)(9)(iii) or (v) or of any successor thereto or any other provision that exempts a payment from Code Section 409A) while the Covered Employee is a “specified employee,” in no event will such payment be made earlier than six months after the date the Covered Employee’s employment terminates. In the event that, due to Code Section 409A, the Covered Employee does not receive one or more cash payments that would otherwise be due during such six month period, all such delayed payments will be made on the first day after the six month anniversary of his employment termination, and thereafter any remaining payments shall be made in accordance with any previously agreed-upon schedule. Any termination of a Covered Employee’s employment that would result in his receipt of nonqualified deferred compensation under Code Section 409A must also constitute a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1). The determination of whether a Covered Employee has incurred a “separation from service” shall not cause any forfeiture of deferred compensation subject to Code Section 409A on the part of the Covered Employee, but shall only act, if applicable, as a delay in his receipt of deferred compensation until such time as he incurs a “separation from service.” It is intended that each installment of any payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Code Section 409A (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”). To the extent that any provision of this document is ambiguous as to its compliance with Code Section 409A, the provision will be read in such a manner so that all payments hereunder are either exempt from or comply with Section Code 409A.

3.5                            Amendment. No amendment shall be made to this Program without the written consent of the Company and the Covered Employee.

3.6                            Arbitration. Any dispute or claim to enforce the terms of this Program will, notwithstanding any provision in the Severance Plan to the contrary, be settled in a binding

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arbitration in Boston, Massachusetts conducted under the Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitrator shall have the discretionary and final authority to make factual determinations, to construe and administer the Plan, to interpret any ambiguities and to resolve any and all issues hereunder and to undertake a de novo review of any prior decision of the Administrator, in each case, without providing any deference to any prior decision of the Administrator. A decision and award of the arbitrator shall be exclusive, final and binding. The arbitrator shall maintain the confidentiality of the arbitration to the maximum extent allowed under the Rules. The arbitrator shall have no authority to award punitive damages against Iron Mountain or a Covered Employee or to add to, alter, amend or refuse to enforce any portion of this Program. The arbitrator is authorized to award any party or parties such sums as he shall deem proper for the time and expense of arbitration; provided, however, that the arbitrator shall not have the authority to award legal fees paid by either party to enforce or defend a claim pursuant to this Program.

3.7    Code Section 4999. If it is determined that the Covered Employee is entitled to payments and/or benefits provided by this Program or any other plan, arrangement or agreement with Iron Mountain or any affiliate (“Payments”) that would be subject to the excise tax imposed by Section 4999 of the Code (the “280G Excise Tax”), Iron Mountain shall cause to be determined, before any portion of the Payments are paid to the Covered Employee, which of the following two alternative forms of payment would maximize the Covered Employee’s after-tax proceeds: (a) payment in full of the entire amount of the Payments; or (b) payment of only a part of the Payments (reduced to the minimum extent necessary) so that the Covered Employee receives the largest payment possible without the imposition of the 280G Excise Tax (“Reduced Payments”). If it is determined that Reduced Payments will maximize Covered Employee’s after-tax benefit, then (1) cash compensation subject to the six-month delay rule in Code Section 409A(a)(2)(B)(i) shall be reduced first, payments in respect of whole value equity grants (commencing with the last equity grant to vest) shall be reduced second, payments in respect of stock options and stock appreciation rights (commencing with the last equity grant to vest) shall be reduced third, and lastly, cash payments that are not subject to the six-month delay rule in Code Section 409A(a)(2)(B)(i) shall be reduced, (2) the Payments shall be paid only to the extent permitted under the Reduced Payments alternative and (3) the Covered Employee shall have no rights to any additional payments and/or benefits constituting the Payments. To the extent not negating this paragraph under Code Section 280G and not in violation of Code Section 409A, the Covered Employee may direct an alternative order of reduction. Unless Iron Mountain and the Covered Employee otherwise agree in writing, any determination required under this Section 3.7 shall be made in writing by independent public accountants agreed to by Iron Mountain and the Covered Employee (the “Accountants”), whose determination shall be conclusive and binding upon the Covered Employee and Iron Mountain for all purposes. For purposes of making the calculations required by this Section 3.7, the Accountants may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. Iron Mountain and the Covered Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required determinations. Iron Mountain shall bear all fees and expenses the Accountants may reasonably charge in connection with the services contemplated by this Section 3.7.

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RELEASE

This Release is being executed and delivered in accordance with Section 3.4(a) of Severance Program No. 2 under The Iron Mountain Companies Severance Plan. Each capitalized term used in this Release without definition has the meaning given to such term in Severance Program No. 2.

In exchange for the promises and payments described in Severance Program No. 2, you (on behalf of yourself and your heirs, executors, administrators and assigns) hereby release and forever discharge Iron Mountain, its subsidiaries and affiliates, and all of their current and former directors, officers, employees, agents, successors and assigns (collectively, the “Released Parties”), from any and all suits, claims, demands, debts, sums of money, damages, interest, attorneys’ fees, expenses, actions, causes of action, judgments, accounts, promises, contracts, agreements, and any and all claims of law or in equity, whether now known or unknown, which you now have or ever have had against the Released Parties, or any of them, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Genetic Information Nondiscrimination Act, any state antidiscrimination law that is analogous to the foregoing and any other federal, state or local statute, regulation, ordinance or common law and all claims related to or arising out of your employment or the termination of your employment with Iron Mountain. You also waive any right you may have to recover any compensation or damages in any action against any of the Released Parties brought by any governmental entity on your behalf or on behalf of any class of which you may be a member. You hereby represent that you have not previously filed or joined in any complaints, charges or lawsuits against Iron Mountain pending before any governmental agency or court of law relating to your employment and/or the termination thereof.

This General Release of Claims shall not apply to: (1) any vested interest you may have in any 401(k), pension or profit sharing plan, stock option agreement or any other employee benefit plan by virtue of your employment with Iron Mountain; (2) any claims that may arise after this Release is signed; (3) any claim that may not be waived by law; (4) any right you may have to indemnification and/or advancement of legal fees by Iron Mountain or under its director’s and officer’s liability insurance coverage, under any agreement between you and Iron Mountain, under any provision of Iron Mountain’s Bylaws or plans or by application of law; and (5) any claim arising from any breach by Iron Mountain of its obligations under the Severance Program No. 2.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Release as of this        day of                           , 20    .

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EXHIBIT B

Employee Confidentiality, Non-Competition, Non-Solicitation and Assignment of Inventions Agreement

EMPLOYEE CONFIDENTIALITY, NON-COMPETITION,
NON-SOLICITATION AND ASSIGNMENT OF INVENTIONS AGREEMENT

FOR AND IN CONSIDERATION of my employment and of the salary, benefits, and any other compensation hereafter to be paid me by or on behalf of Iron Mountain Incorporated and/or any of its parent corporations, subsidiaries, affiliates, successors, or assigns (hereinafter “Iron Mountain”), as well as other consideration, the sufficiency of which is hereby acknowledged, and acknowledging that Iron Mountain is employing me in reliance upon my full compliance with this Agreement, I covenant, promise and agree as follows:

IN WITNESS WHEREOF, I hereunto set my hand and seal: