To:Tom SchievelbeinFrom:Frank LennonDate:June 15, 2012Subject:2012 Restricted Stock Unit (RSU) Equity Award Grant Agreement

 

 

June 15, 2012

 

 

To:		Tom Schievelbein
From:		Frank Lennon
Date:		June 15, 2012
Subject:		2012 Restricted Stock Unit (RSU) Equity Award Grant Agreement

 

 

On June 15, 2012, the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company in accordance with The Brink’s Company 2005 Equity Incentive Plan (the “Plan”) granted you an award of 58,062 restricted stock units (RSUs).  The initial value of this award is $1,300,008.18.

Each restricted stock unit represents a right to a future payment equal to one share of The Brink’s Company common stock.  Such payment will be made in shares of The Brink’s Company common stock.

Subject to your continued employment by the Company or one of its subsidiaries as of the relevant settlement date (unless otherwise provided under the terms and conditions of the Plan or this Award Agreement) you shall be entitled to receive (and the Company shall deliver to you) as soon as practicable following the relevant settlement date set forth below, the number of Shares underlying this award scheduled to be settled as of such date as set forth below:

Restricted Stock Units	Settlement
19,354	6/15/2013
19,354	6/15/2014
19,354	6/15/2015

The restricted stock units you have been granted are equity awards that must satisfy defined “vesting requirements” prior to being distributed to you as full value shares of BCO common stock.  The vesting requirements are outlined in this Award Agreement.  If the vesting requirements are satisfied, the awards will be converted to shares of The Brink’s Company (BCO) common stock.  At the time of settlement, the

 

 

 

Prior to your grant acceptance, you will need to review the following:

·	Additional terms and conditions applying to this grant contained on pages three through eight of this Award Agreement and the Plan.  Capitalized terms used therein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

·

A copy of The Brink’s Company Compensation Recoupment Policy (Exhibit A), which provides that incentive compensation can be recouped from executive officers and other responsible parties in the event the Company is required to provide an accounting restatement for any of the prior three fiscal years, due to material noncompliance with any financial reporting requirement under the Federal securities laws.  Participants must consent to this policy in order to receive this year’s grants, as outlined in Section 7(b) of this Award Agreement.

By your signature and the authorized Company signature below and on the final page of this Award Agreement, you and the Company agree that this award is granted under and governed by the terms and conditions of The Brink’s Company 2005 Equity Incentive Plan as amended (receipt of a copy of which is hereby acknowledged), as well as this Award Agreement, all of which are incorporated as a part of this Award Agreement.

 

 

 

/s/ Frank T. Lennon		June 15, 2012
The Brink’s Company		Date
/s/ Thomas C. Schievelbein		June 18, 2012
Employee		Date

 

 

 

 

Accordingly, the parties hereto agree as follows:

 

 

 

 

Change in Control, the successor company does not so assume this Award or provide a substitute award, Section 12(g) of the Plan shall apply to this Award.

3.    (b)  Notwithstanding Section 3(a) of this Award Agreement, if following a Change in Control, the Employee’s employment by the Company or one of its subsidiaries is terminated by the Company or one of its subsidiaries without Cause or by the Employee for Good Reason, provided that such termination constitutes a separation from service (within the meaning of Section 409A of the Code), then upon such termination, this Award shall vest and shall be settled in full, and any restrictions applicable to this Award shall automatically lapse.

3.    (c)  For purposes of this Award Agreement, “Good Reason” means any of the following events that is not cured by the Company or one of its subsidiaries within 30 days after written notice thereof from the Employee to the Company, which written notice must be made within 90 days of the occurrence of the event:

(i)  (A) without the Employee’s express written consent, the assignment to the Employee of any duties materially inconsistent with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of immediately prior to the Change in Control, (B) any other action by the Company or one of its subsidiaries that results in a material diminution in such position, authorities, duties or responsibilities or (C) any material failure by the Company or one of its subsidiaries to (1) pay the Employee compensation at an annual rate equal to the sum of (x) a salary not less than the Employee’s annualized salary in effect immediately prior to the Change in Control and (y) an annual bonus not less than the average annual bonus amount paid to the Employee for the three full calendar years preceding the Change in Control; provided that, if the Employee has not been employed for the entirety of the last three full calendar years, then to the extent necessary to attain an average of three calendar years for purposes of determining the amount of such annual bonus, the Employee’s target annual bonus amount for the year in which the Change in Control occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced; (2) permit the Employee to (x) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated employees of the Company or (y) participate in incentive and savings plans and programs of the successor company that have benefits that are not less favorable to the Employee; (3) permit the Employee and/or the Employee’s family or beneficiary, as the case may be, to (x) participate in and receive all benefits under welfare benefit plans and programs generally applicable to similarly situated employees of the Company or (y) participate in welfare benefit plans and programs of the successor company that have benefits that are not less favorable to the

 

 

Employee; (4) in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Employee for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Employee in performing services for the Company; provided that all such expenses shall be accounted for in such reasonable detail as the Company may require; and (5) provide the Employee with periods of vacation not less than those to which the Employee was entitled immediately prior to the Change in Control;

(ii) without the Employee’s express written consent, any change of the Employee’s principal place of employment to a location more than 25 miles from the Employee’s principal place of employment immediately prior to the Change in Control;

(iii) any failure by the Company to require any successor to expressly assume and agree, in form and substance satisfactory to the Employee, to perform any agreement that provides for payments or benefits in connection with a Change in Control (a “Change in Control Agreement”) or employment agreement, in each case, between the Employee and the Company in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; or

(iv) any breach by the Company or one of its subsidiaries of any other material provision of any Change in Control Agreement or employment agreement, in each case, between the Employee and the Company.

Notwithstanding the foregoing, “Good Reason” shall cease to exist if the Employee has not terminated employment within two years following the initial occurrence of the event constituting Good Reason.

 

 

 

6.   The Award is not transferable by the Employee otherwise than by will or by the laws of descent and distribution.

7.    (b) In exchange for the Award granted hereby, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all awards previously granted under the applicable Incentive Plans shall be subject to the terms and conditions of the Recoupment Policy from and after the date hereof.  For the avoidance of doubt, the Employee may be required to forfeit Incentive Awards, or return shares or other property (or any portion thereof) already received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation.  The parties acknowledge that the Employee would not be eligible for the benefits described in the first sentence of this Section 7(b) without agreeing to the consent in this Section 7(b).

 

 

/s/ Frank T. Lennon		June 15, 2012
The Brink’s Company		Date
/s/ Thomas C. Schievelbein		June 18, 2012
Employee		Date
Street address, City, State & ZIP

 

The compensation recoupment policy of The Brink’s Company (the “Company”) shall apply if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws (a “Restatement”).

In the event of a Restatement, the Compensation and Benefits Committee shall determine, in its discretion, whether the “Covered Employees” (as defined below) have received “Excess Compensation” (as defined below). The Compensation and Benefits Committee will take such actions as it deems necessary or appropriate against a particular Covered Employee, depending on all the facts and circumstances as determined during its review, including (i) the recoupment of all or part of any Excess Compensation, (ii) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (iii) the pursuit of other available remedies.

“Excess Compensation” means the amount of the excess cash-based or equity-based incentive compensation equal to the difference between the actual amount received by the Covered Employee and the award or payment that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement (the “Covered Period”).

“Covered Employees” means (i) the executive officers set forth in the Company’s most recent proxy statement and (ii) any employee whose acts or omissions were directly responsible for the events that led to the restatement and who received Excess Compensation during the Covered Period.

This policy shall be communicated to all participants in the Company’s KEIP, MPIP and Incentive Plan.

This Policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (Forfeiture of Certain Bonuses and Profits) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer (“Section 304”), and the Compensation and Benefits Committee shall consider any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 in determining any amount of Excess Compensation to recoup.