8-K

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): March 9, 2006 (March 3, 2006)

IRON MOUNTAIN INCORPORATED

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-13045	23-2588479
(Commission File Number)	(IRS Employer Identification No.)

745 Atlantic Avenue

Boston, Massachusetts 02111

(Address of principal executive offices, including 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:

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

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

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

o 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.

On March 3, 2006, the Board of Directors of Iron Mountain Incorporated adopted the Compensation Plan for Non-Employee Directors as set forth in Exhibit 10.1 attached hereto and incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	Compensation Plan for Non-Employee Directors

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, Esq.

Title: Senior Vice President and General Counsel

Date: March 9, 2006

EX-10.1

Exhibit 10.1

IRON MOUNTAIN INCORPORATED

Compensation Plan for Non-Employee Directors

Restatement Date	May, 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, granted annually at the beginning of the board year, vested annually
Timing of Option Grants	Stock options granted to all non-employee Directors on initial Restatement Date (Annual Shareholders meeting - May of each year); newly elected non-employee Directors receive grant on the date of their election
Vesting of Options	Options vest one year from time of grant
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 1995 Stock Option Plan or 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