exhibit_10-1.htm


                                                                                                

                                                                                                             EXHIBIT 10.1

     

    AMENDMENT
NO. 4

    


    to

    


    EMPLOYMENT
AGREEMENT

    


    dated May 4, 1998

    


    by and
between

    


    The
Brink’s Company (the “Company”),

    Brink’s,
Incorporated

    and

    Michael
T. Dan (the “Executive”)

    


    WHEREAS,
the Company, Brink’s, Incorporated and the Executive entered into an employment
agreement dated as of May 4, 1998, as amended as of March 8, 2002, March 8, 2006
and November 14, 2008 (the “Agreement”).

    


    WHEREAS,
the Company, Brink’s Incorporated and the Executive desire to amend the
Agreement as set forth herein.

    


    NOW,
THEREFORE, the Agreement is hereby amended as follows:

    


    
      	
              1.  

            	
              The
      first sentence of the second paragraph of Section 1 of the Agreement is
      hereby amended by substituting the date “March 31, 2013” for the date
      “March 31, 2010”.

            


    

    


    
      	
              2.  

            	
              The
      first sentence of Section 3(a) of the Agreement is hereby amended by
      substituting the phrase “one million, one hundred seven thousand two
      hundred fifty ($1,107,250)” for the phrase “one million, thirty-three
      thousand five hundred
($1,033,500)”.

            


    

    


    
      	
              3.  

            	
              Section
      4(b)(ii) of the Agreement is hereby amended by substituting the date
      “March 31, 2013” for the date “March 31,
2010”.

            


    

    


    
      	
              4.  

            	
              The
      fourth sentence of Section 4(c) of the Agreement is hereby deleted in its
      entirety and replaced with the following
  language:

            


    

    


    “The term
‘Due Cause,’ as used herein, shall mean (i) embezzlement, theft or
misappropriation by the Executive of any property of the Company, (ii) the
Executive’s willful breach of any fiduciary duty to the Company, (iii) the
Executive’s willful failure or refusal to comply with laws or regulations
applicable to the Company and its business or the policies of the Company
governing the conduct of its employees, (iv) the Executive’s gross

    
       

      
        
          

        

      

      
         


      

    


    incompetence
in the performance of the Executive’s job duties, (v) commission by the
Executive of a felony or of any crime involving moral turpitude, fraud or
misrepresentation, (vi) the failure of the Executive to perform duties
consistent with a commercially reasonable standard of care or (vii) any gross
negligence or willful misconduct of the Executive resulting in a loss to the
Company. ”

    


    
      	
              5.  

            	
              Clause
      (3) of the last sentence of Section 4(c) of the Agreement is hereby
      deleted in its entirety and replaced with the following
      language:

            


    

    


    “delivery
to the Executive of a Notice of Termination from the Board finding that, in the
good faith opinion of three-quarters (3/4) or more of the Board, the Executive
acted in a manner described in one or more of clauses (i) through (vii) of the
definition of Due Cause above, and specifying the particulars thereof in
detail.”

    


    
      	
              6.  

            	
              The
      second sentence of Section 4(d) of the Agreement is hereby amended by
      substituting the number “two” for the number “three” in each of the three
      instances in which the number “three” appears in such
      sentence.

            


    

    


    
      	
              7.  

            	
              Section
      4(e)(i) of the Agreement is hereby amended by adding the following
      language at the end of such clause:

            


    

    


    “;
provided that any such reduction shall not constitute a material breach by the
Company of this Agreement if such reduction is implemented as part of a
broad-based salary reduction program for executives of the Company”

    


    
      	
              8.  

            	
              Except
      as set forth herein, all other terms and conditions of the Agreement shall
      remain in full force and effect.

            


    

    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of May 13,
2009.

    


    


    
      
        
          	
                                                                                    THE BRINK'S
      COMPANY,

                
	
                                                                                    by

                
	 
      	
                  /s/
      Frank T. Lennon

                
	 
      	
                  Name:   Frank
      T. Lennon

                
	 
      	
                  Title:     Vice
      President and

                       
      Chief Administrative
Officer

                


        

      

    

    


    


    
      
        	
                                                                                  BRINK'S,
      INCORPORATED,

              
	
                                                                                  by

              
	 
      	
                /s/
      Frank T. Lennon

              
	 
      	
                Name: Frank T. Lennon

              
	 
      	
                Title:  
      Vice
President

              


      

    

    

      
        	 
      	
                 

                 

                /s/
      Michael T. Dan

              
	 
      	
                             
      Michael T.
Dan

              


      


      
        
           


        

        
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