Severance Agreement - Iron Mountain Inc. and J. Peter Pierce
[IRON MOUNTAIN INCORPORATED LETTERHEAD]
June 27, 2000
Mr. J. Peter Pierce
269 Hilldale Road
Villanova, PA 19085
Dear Peter:
As we have discussed previously, Iron Mountain Incorporated (the
"Company") has elected to terminate your employment without "Cause" as that term
is defined in paragraph 9 of the Employment Agreement between you and the
Company dated February 1, 2000 (the "Employment Agreement"). We have agreed to
the following with respect to your separation of employment:
1. Your employment with the Company will terminate as of June 30, 2000
(the "Termination Date"). This agreement will become effective upon your
execution and non-revocation of this Agreement as provided for in paragraph 5
below (the "Effective Date").
2. Subject to your execution and non-revocation of this Agreement in
accordance with the provisions of paragraph 5 below, and in lieu and complete
satisfaction of the payments and benefits provided for in your Employment
Agreement in the event of your termination, you will receive the following
payments and benefits on the following schedule:
(a) you will receive severance pay at the annual rate of
$325,000.00, and covered car lease payment per month, in each case minus
withholdings as required by law, from the Termination Date through and including
December 31, 2000, on the Company's normal payroll schedule;
(b) on January 2, 2001, you will receive a lump sum payment in the
amount of $1,002,083.00, minus withholdings as required by law;
(c) on January 2, 2001, you will receive an additional lump sum
payment in the amount of $125,000.00, minus withholdings as required by law,
which amount represents a prepayment of premiums associated with any health care
coverage you elect to purchase, the balance of your car allowance through
January 31, 2004 and a bonus in respect of your services performed on behalf of
the Company through the Termination Date;
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Mr. J. Peter Pierce
June 27, 2000
Page 2
(d) you will be reimbursed for all appropriate business expenses
incurred by you in the ordinary course of business prior to the termination of
your employment upon submission on or before September 1, 2000 of appropriate
documentation of those expenses; and
(e) you have agreed to return your company leased vehicle on or
before December 31, 2000.
3. After the Termination Date, you will be considered a non-employee
director, and will be eligible to receive the same compensation and benefits
(including, without limitation, stock options) afforded to other non-employee
directors, for so long as you remain a member of the Board.
4. You will receive separate written notification of your rights under
COBRA to continue your participation in the Company's group health insurance
plan. Otherwise, effective as of the Termination Date, your right to participate
in Company's benefit plans as an employee shall cease. You will be eligible to
participate in benefit plans made available to non-employee members of the Board
for so long as you remain a member of the Board.
5. You agree that Company has informed you of your right to consult,
and that you should consult, an attorney with respect to this Agreement. You
have until twenty-one (21) days from the receipt of this letter to decide
whether or not to sign this Agreement. If the Agreement has not been returned to
me within twenty-one (21) days of your receipt of this Agreement, this Agreement
shall not be valid. In the event that you execute and return this Agreement to
me within twenty-one days of the date of its delivery to you, you shall have
seven (7) days after executing this Agreement to revoke your execution of this
Agreement, which can be accomplished by delivering a written notice of
revocation to me before the expiration of the seven (7) day revocation period.
This agreement shall not be effective (and Company shall have no obligations
hereunder) until the expiration of the seven (7) day revocation period (the
"Effective Date").
6. You acknowledge that the sum total of the payments to be made to you
under paragraph 2 of this Agreement is in excess of that to which you were
entitled to receive under your Employment Agreement, by law or otherwise.
7. You, your heirs, successors, and assigns, hereby knowingly and
voluntarily remise, release and forever discharge the Company, its current and
former officers, directors, agents, representatives and employees, parent
companies, affiliates and subsidiaries (collectively, the "Parties"), from any
and all debts, demands, actions, causes of actions, accounts, covenants,
contracts, agreements, claims, damages, omissions, promises, and any and all
claims and liabilities whatsoever, of every name and nature, known or unknown,
both in law and equity ("Claims"), which you now have or ever had against the
Parties. This General Release of Claims shall apply to any Claim of any type,
including, without limitation, any and all Claims of any type that you may have
arising under the common law, under Title VII of the Civil Rights Act of 1964,
as amended, the Age Discrimination in Employment Act of 1967, as amended, the
Older Workers Benefit Protection Act, the Americans With Disabilities Act, the
Family and Medical
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Mr. J. Peter Pierce
June 27, 2000
Page 4
Leave Act, and any other federal, state or local statutes, regulations,
ordinances or common law creating employment-related causes of action, and shall
further apply, without limitation, to any and all Claims in connection with,
related to or arising out of your employment, or the termination of your
employment, with the Parties. You also hereby waive any Claim for reinstatement,
severance pay, attorney's fees, or costs. You agree that you will not hereafter
pursue any individual Claim against the Parties (as defined in this General
Release) by filing a claim, complaint or charge with any federal state or local
court, any arbitration panel or any administrative agency, for or on account of
anything that that is the subject of the General Release; provided, however,
that nothing in this General Release shall prevent you from seeking to enforce
your rights under this Agreement.
8. This Agreement is intended to operate as a contract under seal and
shall be governed by, and enforced and interpreted in accordance with, the law
of the Commonwealth of Pennsylvania.
9. This Agreement constitutes the entire agreement and understanding
between you and Company and supersedes all other agreements between you and
Company as to the subject matter covered hereby, except as specifically provided
otherwise in this Agreement. Except as expressly amended in paragraphs 2 and 3
of this Agreement (relating to the termination of your employment and the
payments and benefits provided for in your Employment Agreement in the event of
your termination), your and the Company's obligations under your Employment
Agreement shall remain in full force and effect. This Agreement (and its
attachments) may be modified, altered or amended only by a document signed by
you and an authorized representative of the Company.
10. By signing this Agreement, you acknowledge that you are doing so
knowingly and voluntarily, and that you are receiving compensation and benefits
hereunder to which you are not otherwise entitled. You also acknowledge that you
are not relying on any representations or promises by me or any other
representative of the Company concerning the meaning or any aspect of this
Agreement.
If the terms of this Agreement are agreeable to you, please sign,
notarize and return one copy of this letter (and any attachments that you are
being asked to sign) to me indicating your understanding of this Agreement. The
other copy of this Agreement is for your records.
Sincerely,
/s/ C. Richard Reese
C. Richard Reese
Agreed and Accepted:
/s/ J. Peter Pierce 9/12/00
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J. Peter Pierce Date