UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 2005 (March 4, 2005)

IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in charter)

PENNSYLVANIA 1-13045 23-2588479
(State or other jurisdiction
of incorporation) 		(Commission file number) (I.R.S. employer identification number)

 
745 Atlantic Avenue, Boston, Massachusetts 02111
(Address of principal executive offices) (Zip Code)


(617) 535-4766
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

Item 1.01. Entry Into a Material Definitive Agreement.

Identification of Categories of Criteria under the 2003 Senior Executive Incentive Plan

On March 30, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Iron Mountain Incorporated (the “Company”) established the categories of criteria to determine the 2005 bonus, payable in 2006, to the Chief Executive Officer of the Company under the 2003 Senior Executive Incentive Plan as set forth in Exhibit 10.1 attached hereto and incorporated by reference herein.

 

2004 Bonuses Paid to Certain Officers

On March 4, 2005, the Compensation Committee approved the payment of cash bonus awards for 2004 to our Chief Executive Officer and the other “Named Executive Officers” as set forth in Exhibit 10.2 attached hereto and incorporated by reference herein.

 

Incentive Compensation Plan for Named Executive Officers

The Company has an unwritten and informal arrangement with respect to incentive compensation payable to executive officers as described in the summary description set forth in Exhibit 10.3 attached hereto and incorporated by reference herein. Exhibit 10.3 also sets forth the bonus criteria for fiscal year 2005 for executive officers.

Item 9.01. Financial Statements and Exhibits

 

(c)    Exhibits

 

Exhibit

 

 

Number

 

Exhibit Description

10.1

 

2005 Categories of Criteria under the 2003 Senior Executive Incentive Plan

10.2

 

2004 Bonuses to Certain Officers

10.3

 

Summary Description of Compensation Plan for Executive Officers

10.4

 

2003 Senior Executive Incentive Plan

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 


IRON MOUNTAIN INCORPORATED
(Registrant)

     By: /s/ Garry B. Watzke
            Name:  Garry B. Watzke
             Title:   Vice President and
                         General Counsel

 

Date: April 5, 2004

 

 

 

 

 

EXHIBIT 10.1

 

Identification of Categories of Criteria under the 2003 Senior Executive Incentive Plan

On March 30, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Iron Mountain Incorporated (the “Company”) established the categories of criteria to determine the 2005 bonus, payable in 2006, to the Chief Executive Officer of the Company under the Company’s 2003 Senior Executive Incentive Plan. The categories of criteria, are as follows: (1) Gross Revenue Achievement, (2) Achievement of Corporate Goal (Contribution Attainment (Operating Income Before Depreciation and Amortization (OIBDA))) and (3) Achievement of Other Corporate Goals. The category “Achievement of Other Corporate Goals” includes various initiatives of the Company. The bonus may be reduced in the discretion of the Compensation Committee, after consultation with the Chairs of the Audit and Executive Committees of the Board of Directors, in accordance with the Company's 2003 Senior Executive Incentive Plan.

 

 

 

 

 

EXHIBIT 10.2

2004 Bonuses Paid to Iron Mountain Incorporated Named Executive Officers

 

The following table provides information concerning 2004 bonus compensation (paid in 2005) earned by the Chief Executive Officer, the other three most highly compensated executive officers of Iron Mountain Incorporated (the “Company”) and Robert G. Miller and Peter Delle Donne, each of whom would have been one of the most highly compensated executive officers of the Company for 2004 but for the fact that he was no longer an executive officer of the Company as of the end of 2004 (the “Named Executive Officers”).

 

 

 

Name and Principal Position

Bonus

 

 

 

 

 

 

C. Richard Reese

Chairman of the Board and

Chief Executive Officer

$1,375,000

 

 

 

 

John F. Kenny, Jr.

Executive Vice President and

Chief Financial Officer

 

$250,000

 

 

 

 

Harold E. Ebbighausen

President of IMOSDP, a

division of IMIM from 2002 until December 2004; currently Group President, North American Service Delivery

 

 

$264,622

 

 

 

 

Jean A. Bua

Senior Vice President and

Corporate Controller

$44,036

 

 

 

Robert G. Miller(1)

President and Chief

Operating Officer of

IMRM, a division of IMIM

 

$ 0

 

 

 

Peter E. Delle Donne(2)
President of Iron Mountain

Enterprise Solutions and

Services, a division of IMIM

 

$203,724

 

 

 

___________

 

(1)   Mr. Miller became Executive Vice President-Development, Asia/Pacific in December 2004 and was, therefore, not an executive officer of the Company as of December 31, 2004.

(2)   Mr. Delle Donne left the Company in December 2004 and was, therefore, not an executive officer of the Company as of December 31, 2004.

 

 

 

 

 

EXHIBIT 10.3

 

Summary Description of Incentive Compensation Arrangement for Iron Mountain Incorporated’s Executive Officers

        Iron Mountain Incorporated (the “Company”) has an incentive compensation arrangement for executive officers that is unwritten and informal. It is generally set during the first three months of the fiscal year for that fiscal year.  Criteria, such as gross revenues and Operating Income Before Depreciation and Amortization (OIBDA), are selected, and targets for such criteria are selected.  Bonuses ranging from 30% to 100% of the executive officer’s base salary are paid, depending on targets being met at various levels, following the end of the fiscal year.  The targets for criteria are adjusted by management during the year for acquisitions and other major unbudgeted events. The criteria set for fiscal year 2005 are gross revenues, OIBDA and a discretionary element.

 

 

 

 

EXHIBIT 10.4

 

Iron Mountain Incorporated
2003 Senior Executive Incentive Program

 

 

1.

Participant . The sole participant in this Program shall be C. Richard Reese, Chairman of the Board and Chief Executive Officer.

2.

Annual Limit on Incentive Compensation . The maximum amount payable under this Program with respect to a fiscal year shall be the lesser of 2.5 times Mr. Reese’s annual base compensation for the fiscal year or $2,500,000.00 (the “Annual Limit”).

3.

Eligibility for Incentive Compensation . While the outcome for the Corporation’s fiscal year to which the incentive compensation relates is substantially uncertain (but not more than 90 days after the start of that fiscal year), the Compensation Committee of the Board of Directors shall establish the criteria for the payment of the Annual Limit. Such criteria may be based on any one or more of the following business criteria: EBITDA; gross revenues; growth rate; capital spending; return on investment capital; free cash flow; operating income; attaining budget; and achievement of stated corporate goals including, but not limited to acquisitions, alliances, joint ventures and internal expansion. Any such criteria shall be adjusted as necessary to reflect acquisitions. If such objectives are not fully achieved, the Compensation Committee may provide that less than 100 percent of the Annual Limit shall be payable.

Following the close of the fiscal year, the Compensation Committee shall certify whether such criteria were satisfied.

 

4.

Discretion to Reduce Incentive Compensation . The Compensation Committee, after consultation with the Chairs of the Audit and Executive Committees of the Board of Directors, may, in its discretion, reduce the amount of incentive compensation otherwise payable for the fiscal year based on any of the following criteria: extent to which the objective financial measurements achieved for the fiscal year satisfied the Corporation’s short-term or long-term goals; shareholder confidence in the Corporation, as evidenced in part by the Corporation’s stock price; and the effectiveness and wellness of the Corporation as a whole, taking into account, for example, labor relations and other similar matters.

5.

Effective Date; Right to Amend and Terminate . This 2003 Senior Executive Incentive Program shall be effective as of March 31, 2003 and shall be first applicable for the fiscal year that begins January 1, 2003; provided, however, that the material terms of this Program must be approved prior to any payment hereunder by an affirmative vote of a majority of the votes properly cast at a duly held meeting of the shareholders of the Corporation at which a quorum representating a majority of all outstanding common stock is present, in person or by proxy.

The Program shall continue until terminated by the Board of Directors. The Board of Directors reserves the right to from time to time amend, modify or suspend this Program (or any part thereof).

 

 

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6.

Administration . This Program shall be construed and administered in such a manner as to permit payments hereunder to satisfy the “performance-based” exception of Internal Revenue Code Section 162(m), and regulations and rulings promulgated thereunder (“Section 162(m)”). In the event that one or more members of the Compensation Committee are not “outside directors” within the meaning of Section 162(m), the duties of the Compensation Committee as set forth herein shall be performed by a committee or subcommittee of the Board of Directors consisting solely of two or more such “outside directors.”

 

 

 

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