exhibit_10liii.htm


    EXHIBIT
10(l)(iii)

    


     

    


     

    AMENDMENT
NO. 2

     

    to

     

    EXECUTIVE
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 executive
agreement dated as of May 4, 1998, as amended as of March 28, 2007 (the
“Agreement”).

     

    WHEREAS,
the Company, Brink’s, Incorporated and the Executive desire to amend the
Agreement as set forth herein as a result of the requirements of Section 409A of
the Internal Revenue Code of 1986 and the regulations thereunder

     

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

     

    
      	
              1.  

            	
              Section
      1 of the Agreement is hereby modified by deleting Section 1(e) in its
      entirety and substituting the following new Section 1(e) in lieu
      thereof:

            


    

     

    
      	
               
      

            	
              (e)

            	
              “Good
      Reason” means any of the following events that is not cured by the Company
      within 30 days after written notice thereof from the Executive to the
      Company, which written notice must be made within 90 days of the
      occurrence of the event:

            


    

     

    
      	
              (i)  

            	
              without
      the Executive’s express written consent, (A) the assignment to the
      Executive of any duties materially inconsistent with the Executive’s
      position (including status, offices, titles and reporting requirements),
      authority, duties or responsibilities as contemplated by Section 3(a)
      hereof, (B) any other action by the Company or its Affiliates which
      results in a material diminution in such position, authority, duties or
      responsibilities or (C) any material failure by the Company to comply with
      any of the provisions of Section 3(b)
hereof;

            


    

    

      
        	
                (ii)  

              	
                without
      the Executive’s express written consent, the Company’s requiring a
      material change to Executive’s work location as set forth in Section
      3(a)(i);

              


      

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      	
              (iii)  

            	
              any
      failure by the Company to comply with and satisfy Section 10(a);
      or

            


    

     

    
      	
              (iv)  

            	
              any
      breach by the Company of any other material provision of this
      Agreement.

            


    

     

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

     

    
      	
              2.  

            	
              Section
      5 of the Agreement is hereby modified
by:

            


    

     

    
      	
              1.  

            	
              Deleting
      from Section 5(a)(i)(A)(3) the words “any compensation previously deferred
      by the Executive (together with any accrued interest or earnings thereon)
      and” and “in each case”.

            


    

     

    
      	
              2.  

            	
              Adding
      the following clause at the end of Section
  5(a)(iii):

            


    

     

    “and
further provided, however, that except
as specifically permitted by Section 409A of the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations promulgated thereunder (“Section
409A”), the benefits provided to the Executive under this Section 5(a)(iii)
during any calendar year shall not affect the benefits to be provided to the
Executive under this Section 5(a)(iii) in any other calendar year and the right
to such benefits cannot be liquidated or exchanged for any other benefit, in
accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor
thereto”.

     

    
      	
              3.  

            	
              Adding
      the words “in a lump sum in cash within 30 days after the Date of
      Termination” after “Accrued Obligations” in Sections 5(b)(i) and 5(c) and
      at the end of Section 5(c)(x).

            


    

     

    
      	
              4.  

            	
              Deleting
      clause (y) from Section 5(c) and relettering clause (z) to
      (y).

            


    

     

    
      	
              3.  

            	
              Section
      8 of the Agreement is hereby modified
by:

            


    

     

    
      	
              1.  

            	
              Adding
      the words “prior to the tenth anniversary of the end of the Employment
      Period” after “incur” in the last sentence
  thereof.

            


    

     

    
      	
              2.  

            	
              Adding
      the following sentences after the last sentence
  thereof:

            


    

     

    “Except
as specifically permitted by Section 409A, the legal fees provided to the
Executive under this Section 8 during any calendar year shall not affect the
legal fees to be provided to the Executive under this Section 8 in any other
calendar year and the right to such legal fees cannot be liquidated or exchanged
for any other benefit, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv)


     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    or any
successor thereto.  Furthermore, reimbursement payments for legal fees
shall be made to the Executive as promptly as practicable following the date
that the applicable expense is incurred, but in any event not later than the
last day of the calendar year following the calendar year in which the
underlying fee is incurred, in accordance with Treas. Reg. Section
1.409A-3(i)(1)(iv) or any successor thereto.”

     

    
      	
              4.  

            	
              Section
      9 of the Agreement is hereby modified by adding the following sentence
      after the last sentence thereof:

            


    

     

    “The
Gross-Up Payment shall be paid no later than the end of the Executive’s taxable
year following the year in which the taxes related to the Gross-Up Payment are
remitted to the Internal Revenue Service, in accordance with Treas. Reg. Section
1.409A-3(i)(1)(v) or any successor thereto.”

     

    
      	
              5.  

            	
              The
      following new Section 16 is hereby added to the
  Agreement:

            


    

     

    Section
16.  Section
409A of the Code.  The provisions of this Section 16 shall
apply notwithstanding any provision in this Agreement to the
contrary.

     

    
      	
               
      

            	
              (a)

            	
              Intent to Comply with
      Section 409A of the Code.  It is intended that the
      provisions of this Agreement comply with Section 409A, and all provisions
      of this Agreement shall be construed and interpreted in a manner
      consistent with the requirements for avoiding taxes or penalties under
      Section 409A.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Six-Month Delay of
      Certain Payments.  If, at the time of the Executive’s
      separation from service (within the meaning of Section 409A), (i) the
      Executive shall be a specified employee (within the meaning of Section
      409A and using the identification methodology selected by the Company from
      time to time) and (ii) the Company shall make a good faith determination
      that an amount payable under this Agreement or any other plan, policy,
      arrangement or agreement of or with the Company or any affiliate thereof
      (this Agreement and such other plans, policies, arrangements and
      agreements, the “Company Plans”) constitutes deferred compensation (within
      the meaning of Section 409A) the payment of which is required to be
      delayed pursuant to the six-month delay rule set forth in Section 409A in
      order to avoid taxes or penalties under Section 409A, then the Company (or
      an affiliate, as applicable) shall not pay any such amount on
    

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              the
      otherwise scheduled payment date but shall instead accumulate such amount
      and pay it, without interest, on the first day of the seventh month
      following such separation from
service.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Amendment of Deferred
      Compensation Plans.  Notwithstanding any provision of any
      Company Plan to the contrary, in light of the uncertainty with respect to
      the proper application of Section 409A, the Company reserves the right to
      make amendments to any Company Plan as the Company deems necessary or
      desirable to avoid the imposition of taxes or penalties under Section
      409A.

            


    

     

    
      	
              6.  

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

            


    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of
November 14, 2008.

    


    


    
      
        
          
            	
                                                                                                            THE
      BRINK’S COMPANY

                  
	  
      
	 
      
	
                                                                                                             
      By:

                  	
                    /s/
      Frank T. Lennon

                  
	 
      	
                    Frank
      T. Lennon

                  
	 
      	
                    Vice
      President and

                  
	 
      	
                    Chief
      Administrative Officer

                  
	 
      
	
                                                                                                            BRINK’S,
      INCORPORATED

                  
	 
      
	 
      
	
                                                                                                             
      By:

                  	
                    /s/
      Frank T. Lennon

                  
	 
      	
                    Frank
      T. Lennon

                  
	 
      	
                    Vice
      President

                  
	 
      
	 
      
	
                                                                                                          

                  	
                    /s/
      Michael T. Dan

                  
	 
      	
                    Michael
      T. Dan

                  


          

        

      

    

    



    
      
         


      

      
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