ex10h.htm


    EXHIBIT
10(h)

     

     

     

    MANAGEMENT
PERFORMANCE IMPROVEMENT PLAN

    (Amended and Restated as of
February 19, 2010)

    


    


    


    1.           Purpose.  The
purpose of the Plan, which provides for Performance Awards to be awarded to a
select group of management and highly compensated employees of the Company and
its Subsidiaries, is to promote the interests of the Company and its
Subsidiaries by linking financial incentives provided to such employees with
improvement in the Company's financial results.

    


    2.           Administration.  The
Plan will be administered by a Committee composed of at least three members of
the Company's Board of Directors each of whom shall qualify as (a) an
"outside director" within the meaning of Section 162(m) of the Code and
(b) a "nonemployee director" within the meaning of Rule 16b-3(b)(3)(i)
promulgated under the Securities Exchange Act of 1934, as
amended.  Until determined otherwise by the Board, the Compensation
and Benefits Committee designated by the Board shall be the Committee under this
Plan.

    


    Subject
to the express provisions of the Plan, the Committee shall have plenary
authority, in its discretion, to administer the Plan and to exercise all powers
and authority either specifically granted to it under the Plan or necessary and
advisable in the administration of the Plan, including without limitation the
authority to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to grant Performance Awards; to determine the
terms, provisions and conditions of all Performance Awards granted under the
Plan (which need not be identical), the individuals to whom and the time or
times when Awards shall be granted, and the performance measures used to
determine any payments of Performance Awards; and to make all other necessary or
advisable determinations with respect to the Plan.  The determination
of the Committee on such matters shall be conclusive.

    


    3.           Participation.  The
Committee may select from time to time key employees of the Company and its
Subsidiaries to participate in the Plan who, in the opinion of the Committee,
have the capacity to contribute significantly to the successful performance of
the Company and its Subsidiaries.  An employee who is selected to be a
Participant for one Performance Measurement Period shall not have any rights to
be included as a Participant for subsequent Performance Measurement
Periods.

    


    4.           Performance
Awards.  (a) Performance Awards may be, but are not
required to be, granted annually.  Each Performance Award shall
provide that a Participant will be entitled to a cash payment following the
completion of a designated Performance Measurement Period (which shall be three
fiscal years of the Company), subject to the satisfaction of conditions set
forth in the Plan, and the achievement of certain goals established by the
Committee in connection with each Performance Award.  Cash payments to
which a Participant may be entitled following the conclusion of each Performance
Measurement Period shall be determined based on the satisfaction of various
performance measures, as the Committee


    
      
         


      

      
         


        
          

        

      

      
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    shall
determine in the case of each Performance Award, including, but not limited to,
net income, operating income, return on net assets, revenue growth, total
shareholder return, earnings per share, return on equity, net revenue per
employee, market share, return on capital and/or economic value added (or
equivalent metric), and/or cash flow and/or free cash flow (before or after
dividends), with respect to the Company, any Subsidiary and/or business unit of
the Company or any Subsidiary; each as determined in accordance with generally
accepted accounting principles, where applicable, as consistently applied by the
Company and, if so determined by the Committee prior to the expiration of the
Performance Measurement Period, adjusted, to the extent permitted under Section
162(m) of the Code, to omit the effects of extraordinary items, the gain or loss
on the disposal of a business segment, unusual or infrequently occurring events
and transactions, accruals for awards under the Plan and cumulative effects of
changes in accounting principles.  Performance measures may vary from
Performance Measurement Period to Performance Measurement Period and from
Participant to Participant and may be established on a stand-alone basis, in
tandem or in the alternative.  Performance
measures may be expressed on an absolute basis or on a relative basis against a
peer group or an index.  The Committee shall determine and establish
in writing, with respect to each Performance Award, the performance measures for
each year of the Performance Measurement Period (including the levels of
performance measures that must be achieved to receive corresponding levels of
cash payments); provided, however, that minimum
performance measures for the full Performance Measurement Period (which
performance measures may be raised in subsequent years) shall be established in
writing no later than 90 days after the commencement of the Performance
Measurement Period.  Each Performance Award shall include a
(i) target level of performance measures which if satisfied will entitle a
Participant to 100% of a specified target dollar amount and (ii) maximum
payment (specified in dollars) which may not be greater than 200% of the target
dollar amount described in subparagraph (i).  The maximum incentive
payment any one Participant may be entitled to receive (whether or not deferred
as described in Section 4(c) below) for any one Performance Measurement
Period is $3,000,000.  Notwithstanding the foregoing, with respect to
Performance Measurement Periods beginning on or after January 1, 2005 and
provided that no Change of Control shall have occurred, the Committee may, in
its discretion, reduce any payment to which a Participant who is an employee of
the Company would otherwise be entitled by such amount or percentage as the
Committee deems appropriate.

    


    (b) A
Performance Award shall terminate for all purposes unless the Participant
remains continuously employed by the Company or a Subsidiary until the date
established by the Committee for payment of the Performance Award unless the
termination is (i) due to Retirement, Disability or death;
(ii) approved by the Committee; or (iii) subsequent to a Change in
Control.  In the event a Participant's employment is terminated due to
Retirement, Disability or death, he or she (or, in the event of the
Participant's death, his or her beneficiary) will be entitled to a prorated
portion of the Performance Award to which he or she would otherwise be entitled
based on the portion of the Performance Measurement Period (determined in
completed months) during which he or she was continuously employed by the
Company or a Subsidiary and based on the extent to which the performance goals
were achieved as determined at the end of the Performance Measurement
Period.  In the event of a Participant's termination of employment for
reasons other than Retirement, Disability or death, the Committee may, but is
not obligated to, 


    
      
         


      

      
         


        
          

        

      

      
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    authorize
payment of an amount up to the prorated amount that would be payable under the
preceding sentence.  In the event of a Change in Control, Performance
Awards shall be deemed to be earned at 100% of the specified target dollar
amount described in Section 4(a)(i) and shall be paid as soon as
practicable following the earlier of the Participant's termination of employment
after the Change in Control or the end of the Performance Measurement Period
during which the Change in Control occurred, but in no event later than March
15th immediately following the end of the first calendar year in which such
Change in Control occurred.

    


    (c)  Participants
entitled to receive a Performance Award for a Performance Measurement Period
will be entitled to receive a lump-sum cash payment on a date selected by the
Committee following the end of the Performance Measurement Period (which, for
Participants who are U.S. taxpayers, shall be no later than March 15th
immediately following the end of the first calendar year in which such
Performance Award was earned and vested) provided that the performance measures
are met.  Notwithstanding the preceding sentence, Participants may
elect to defer the receipt of payment of a Performance Award under the Key
Employees' Deferred Compensation Program of The Brink’s Company in accordance
with the terms of such plan.  Any payments made under this Plan shall
be subject to all applicable Federal, state or local taxes required by law to be
withheld.

    


    5.           Designation of
Beneficiary.  A Participant may designate, in a written
election filed with the Company, a beneficiary or beneficiaries (which may be an
entity other than a natural person) to receive all distributions and payments
under the Plan after the Participant's death.  Any such designation
may be revoked, and a new election may be made, at any time and from time to
time, by the Participant without the consent of any beneficiary (unless
otherwise required by law).  If the Participant designates more than
one beneficiary, any distributions and payments to such beneficiaries shall be
made in equal percentages unless the Participant has designated otherwise in
writing, in which case the distributions and payments shall be made in the
percentages designated by the Participant.  If no beneficiary has been
named by the Participant or no beneficiary survives the Participant, any amounts
due to the Participant shall be distributed or paid in a single sum to the
Participant's estate.

    


    6.           Nonexclusive
Plan.  The adoption of the Plan shall not be construed as
creating any limitations on the power of the Company to adopt such other
incentive arrangements as it may deem desirable and such arrangements may be
either generally applicable or applicable only in specific cases.

    


    7.           Nonassignability.  No
Performance Awards may be transferred, alienated or assigned other than by will
or by the laws of descent and distribution.

    


    8.           Amendment and
Termination.  The Board of Directors may amend or terminate
this Plan at any time without the approval of the Company's
shareholders.

    


    9.           Effectiveness of the
Plan.  The Plan shall become effective on January 1, 2000,
provided that the Plan is approved by the Company’s shareholders at the annual
meeting of shareholders occurring in calendar year 2000.


    
      
         


      

      
         


        
          

        

      

      
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    10.           No Right to Continued
Employment.  Neither the adoption of the Plan nor any action of
the Board or Committee shall be deemed to give any officer or employee any right
to continued employment or any other rights other than to payments under a
Performance Award granted hereunder in accordance with the terms of such
award.

    


    11.           Governing
Law.  The Plan shall be construed and interpreted under the
laws of the state of New York.

    


    12.           Definitions.  For
the purpose of this Plan, unless the context requires otherwise, the following
terms shall have the meanings indicated:

    


    (a)  "Board of Directors"
means the board of directors of the Company.

    


    (b)  "Cause" means, with
respect to any Participant, (i) embezzlement, theft or misappropriation by the
Participant of any property of the Company, (ii) the Participant’s willful
breach of any fiduciary duty to the Company, (iii) the Participant’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 Participant’s gross incompetence in the performance of the
Participant’s job duties, (v) commission by the Participant of a felony or of
any crime involving moral turpitude, fraud or misrepresentation, (vi) the
failure of the Participant to perform duties consistent with a commercially
reasonable standard of care or (vii) any gross negligence or willful misconduct
of the Participant resulting in a loss to the Company.

    


    (c)  "Change in Control"
shall have the meaning ascribed to such term under The Brink’s Company 2005
Equity Incentive Plan, as amended from time to time, or any successor to such
plan, provided, however,
that references to “Awards” therein shall be deemed to be references to
“Performance Awards” herein.

    


    (d)  "Code" means the
Internal Revenue Code of 1986, as amended.

    


    (e)  "Committee" means the
Compensation and Benefits Committee of the Company or any successor thereto
unless determined otherwise by the Board of Directors.

    


    (f)  "Company" means The
Brink’s Company, a Virginia corporation.

    


    (g)  "Disability" means a
physical or mental incapacity which would entitle the Participant to benefits
under the Company's long-term disability plan.

    


    (h)  "Participant" means an
employee who has been selected by the Committee to participate in the
Plan.

    


    (i)  "Performance Award"
means an incentive award made pursuant to the Plan.


    
      
         


      

      
         


        
          

        

      

      
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    (j)  "Performance Measurement
Period" means a performance cycle of one or more fiscal years of the
Company.  The initial Performance Measurement Period shall be
2000-2002 (inclusive).

    


    (k)  "Plan" means The
Brink’s Company Management Performance Improvement Plan as amended from time to
time.

    


    (l)  "Retirement" means,
with respect to any Participant, any termination of the Participant’s employment
on or after the date on which the Participant has (i) attained age 65 and
completed at least five years of service with the Company or any of its
Subsidiaries or (ii) attained age 55 and completed at least ten years of service
with the Company or any of its Subsidiaries; provided that the
Participant’s employment is not terminated for Cause.

    


    (m)  "Subsidiary" means any
corporation more than 80% of the outstanding voting stock of which is owned by
the Company, by the Company and one or more Subsidiaries or by one or more
Subsidiaries.   "Subsidiaries" means more than one of any such
corporation.