exhibit10pi.htm


    EXHIBIT
10(p)(i)

    


    CHANGE IN
CONTROL AGREEMENT

    dated as
of September 15, 2008

    between
The Brink’s Company,

    a
Virginia corporation (the “Company”),

    and
McAlister C. Marshall, II (the “Executive”).

    


    


    SECTION 1.  Definitions.  As
used in this Agreement:

     

    (a)  “Affiliate”
has the meaning ascribed thereto in Rule 12b-2 pursuant to the Securities
Exchange Act of 1934, as amended (the “Act”).

     

    (b)  “Board”
means the Board of Directors of the Company.

     

    (c)  “Cause”
means (i) an act or acts of dishonesty on the Executive’s part which are
intended to result in the Executive’s substantial personal enrichment at the
expense of the Company or (ii) repeated material violations by the Executive of
the Executive’s obligations under Section 3 or Section 11 which are demonstrably
willful and deliberate on the Executive’s part and which have not been cured by
the Executive within a reasonable time after written notice to the Executive
specifying the nature of such violations.  Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for Cause
without (1) reasonable notice to the Executive setting forth the reasons
for the Company’s intention to terminate for Cause, (2) an opportunity for
the Executive, together with his counsel, to be heard before the Board, and
(3) delivery to the Executive of a Notice of Termination, as defined in
Section 4(d) hereof, from the Board finding that in the good faith opinion
of three-quarters (3/4) of the Board the Executive was guilty of conduct set
forth above in clause (i) or (ii) hereof, and specifying the particulars
thereof in detail.

     

    (d)  A
“Change in Control” shall be deemed to occur (1) upon (A) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which the shares of all classes of the Company’s
Common Stock would be converted into cash, securities or other property other
than a consolidation or merger in which holders of the total voting power in the
election of directors of the Company of all classes of Common Stock outstanding
(exclusive of shares held by the Company’s Affiliates) (the “Total Voting
Power”) immediately prior to the consolidation or merger will have the same
proportionate ownership of the total voting power in the election of directors
of the surviving corporation immediately after the consolidation or merger, or
(B) any sale, lease, exchange or other transfer (in one transaction or a series
of transactions) of all or substantially all the assets of the Company, (2) when
any “person” (as defined in Section 13(d) of the Act), other than the Company,
its Affiliates or an employee benefit plan or trust maintained by the Company or
its Affiliates, shall become the “beneficial owner” (as defined in Rule 13d-3
under the Act), directly or indirectly, of more than 20% of the Total Voting
Power or (3) if at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the Board shall
cease for any reason to constitute at least a majority thereof, unless the
election by the Company’s shareholders of each new director during such two-year
period was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such two-year
period.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (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)

            	
              (A)
      without the Executive’s express written consent, 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, authorities, 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.

    


     (f)  “Incapacity”
means any physical or mental illness or disability of the Executive which
continues for a period of six consecutive months or more and which at any time
after such six-month period the Board shall reasonably determine renders the
Executive incapable of performing his or her duties during the remainder of the
Employment Period.

     

    (g)  “Operative
Date” means the date on which a Change in Control shall have
occurred.

     

    SECTION 2.  Employment
Period.  The Company hereby agrees to continue the Executive in
its employ, and the Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this Agreement, for the period
commencing on the Operative Date and ending on the third anniversary of such
date (the “Employment Period”); provided, however, that, effective after the
first anniversary of the Operative Date, the Executive shall have the right to
terminate his employment for any reason, or for no reason at all, whereupon the
Employment Period shall terminate effective as of the date of such termination
of employment; and, provided further, that, notwithstanding the foregoing, the
Executive’s right to terminate employment for Good Reason pursuant to Section 4
hereunder shall apply at any time during the Employment Period.

     

    SECTION 3.  Terms of
Employment.  (a)  Position and
Duties.  (i)  During the Employment
Period:  (A) the Executive’s position (including status, offices,
titles, reporting requirements), authority, duties and responsibilities shall be
at least commensurate in all material respects with the most significant of
those held, exercised and assigned immediately prior to the Operative Date, and
(B) the Executive’s services shall be performed at a location that is
within 25

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    miles of
the location at which the Executive was based on the Operative Date and the
Company shall not require the Executive to travel on Company business to a
substantially greater extent than required immediately before the Operative
Date, except for travel and temporary assignments which are reasonably required
for the full discharge of the Executive’s responsibilities and which are
consistent with the Executive’s being so based.

     

    (ii)  During
the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the business and affairs of
the Company and, to the extent necessary to discharge the responsibilities
assigned to the Executive hereunder, to use the Executive’s reasonable best
efforts to perform faithfully and efficiently such
responsibilities.   All such services as an employee or officer
will be subject to the direction and control of the Chief Executive Officer of
the Company or of an appropriate senior official designated by such Chief
Executive Officer (or, in the event of the Chief Executive Officer’s incapacity
without such a designation, the Board).

     

    (b)  Compensation.  (i)  Salary and
Bonus.  During the first year of the Executive’s Employment
Period the Executive will receive compensation at an annual rate equal to the
sum of (A) a salary (“Annual Base Salary”) not less than the Executive’s
annualized salary in effect immediately prior to the Operative Date, plus
(B) an annual bonus not less than the amount of the Executive’s Average
Annual Bonus (as defined below).  During the Employment Period, on
each anniversary of the Operative Date the Executive’s compensation in effect on
such anniversary date shall be increased for the remaining Employment Period by
not less than the higher of (A) 5% or (B) 80% of the percentage change
in the Consumer Price Index (All Urban Consumers) for the twelve month period
ended immediately prior to the month in which such anniversary date
occurs.

     

    For
purposes of this Agreement, “Average Annual Bonus” shall mean the average amount
of the annual bonus earned by, and paid to, the Executive under the Key
Employees Incentive Plan (or any substitute or successor plan) for the last
three full calendar years preceding the Date of Termination; provided that if
the Executive has not been employed for the entirety of the last three full
calendar years, so that the Average Annual Bonus cannot be determined based on
the actual amount of annual bonuses earned and paid for such full calendar
years, then to the extent necessary to attain an average of three years for
purposes of determining the Average Annual Bonus, the Executive’s target annual
bonus amount for the year in which the Date of Termination occurs shall be used
for any (i) partial calendar year(s) of employment and (ii) calendar year(s)
that has not yet commenced.

     

    (ii)  Incentive and Savings
Plans.  During the Employment Period, the Executive will be
entitled  to (A) continue to participate in all incentive and
savings plans and programs generally applicable to full-time officers or
employees of the Company or (B) participate in incentive and savings plans
and programs of a successor to the Company which have benefits that are not less
favorable to the Executive.

     

    (iii)  Welfare Benefit
Plans.  During the Employment Period, the Executive and/or the
Executive’s family or beneficiary, as the case may be, shall be eligible to
(A) participate in and shall receive all benefits under welfare benefit
plans and programs generally applicable to full-time officers or employees of
the Company or (B) participate in welfare benefit plans and programs of a
successor to the Company which have benefits that are not less favorable to the
Executive.

     


    
      
        
           

        

         


      

      
        3

        
          

        

      

      
         


      

    


    (iv)  Business
Expenses.  During the Employment Period the Company shall, in
accordance with policies then in effect with respect to the payment of expenses,
pay or reimburse the Executive for all reasonable out-of-pocket travel and other
expenses (other than ordinary commuting expenses) incurred by the Executive in
performing services hereunder.  All such expenses shall be accounted
for in such reasonable detail as the Company may require.

     

    (v)  Vacations.  The
Executive shall be entitled to periods of vacation not less than those to which
the Executive was entitled immediately prior to the Operative Date.

     

    SECTION 4.   Termination of
Employment.

     

    (a)  Death or
Incapacity.  The Executive’s employment shall terminate
automatically upon the Executive’s death during the Employment
Period.  The Executive’s employment shall cease and terminate on the
date of determination by the Board that the Incapacity of the Executive has
occurred during the Employment Period (“Incapacity Effective
Date”).

     

    (b)  Cause.  The
Company may terminate the Executive’s employment for Cause, as defined herein,
pursuant to the Board passing a resolution that such Cause exists.

     

    (c)  Good
Reason.  The Executive may terminate his or her employment for
Good Reason, as defined herein.

     

    (d)  Notice of
Termination.  Any termination by the Company for Cause or
Incapacity, or by the Executive for Good Reason, shall be communicated by Notice
of Termination to the other party hereto given in accordance with
Section 12 of this Agreement.  For purposes of this Agreement, a
“Notice of Termination” means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated, (iii) in the case of termination by the Company
for Cause or for Incapacity, confirms that such termination is pursuant to a
resolution of the Board, and (iv) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than 30 days after the
giving of such notice).  The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason, Incapacity or Cause shall not serve to
waive any right of the Executive or the Company, respectively, hereunder or
preclude the Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights
hereunder.

     

    (e)  Date of
Termination.  “Date of Termination” means (i) if the
Executive’s employment is terminated by the Company for Cause or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the
Executive’s employment is terminated by the Company other than for Cause or
Incapacity, the Date of Termination shall be the date on which the Company
notifies the Executive of such termination, and (iii) if the Executive’s
employment is terminated by reason of death or Incapacity, the Date of
Termination shall be the date of death of the Executive or the Incapacity
Effective Date, as the case may be.

     


    
      
        
           

        

         


      

      
        4

        
          

        

      

      
         


      

    


    SECTION 5.  Obligations of the Company
Upon Termination.  (a)  Termination for Good Reason
or for Reasons Other Than for Cause, Death or Incapacity.  If,
during the Employment Period, the Company shall terminate the Executive’s
employment other than for Cause or Incapacity or the Executive shall terminate
his or her employment for Good Reason:

     

    (i) the
Company shall pay to the Executive in a lump sum in cash within 30 days
after the Date of Termination the aggregate of the following
amounts:

     

    (A) the
sum of (1) the Executive’s currently effective Annual Base Salary through
the Date of Termination to the extent not theretofore paid, (2) the product
of (x) the Average Annual Bonus and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365 and (3) any accrued vacation
pay, in each case to the extent not theretofore paid (the sum of the amounts
described in clauses (1), (2), and (3) shall be hereinafter referred
to as the “Accrued Obligations”); and

     

    (B) the
amount equal to the product of (1) two and (2) the sum of (x) the
Executive’s Annual Base Salary and (y) his or her Average Annual
Bonus;

     

    (ii)  In
the event Executive elects continued medical benefit
coverage  pursuant to Section 4980B(f) of the Internal Revenue
Code of 1986, as amended (the “Code”), then until the earlier of (A) the
eighteen-month anniversary of the Termination Date or (ii) such time as the
Executive becomes eligible to receive medical benefits under another
employer-provided plan, the Company shall reimburse the Executive for premiums
associated with such coverage in an amount equal to the premiums that the
Company would have paid in respect of such coverage had the Executive’s
employment continued during such period.

     

    (iii) the
Company shall, at its sole expense as incurred, provide the Executive with
reasonable outplacement services for a period of up to one year from the Date of
Termination, the provider of which shall be selected by the Executive in his or
her sole discretion; and

     

    (iv) to
the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company and its Affiliates
(such other amounts and benefits shall be hereinafter referred to as the “Other
Benefits”).

     

     (b)  Death or
Incapacity.  If the Executive’s employment is terminated by
reason of the Executive’s death or Incapacity during the Employment Period, this
Agreement shall terminate without further obligations to the Executive’s legal
representatives under this Agreement, other than for (i) timely payment of
Accrued Obligations and (ii) provision by the Company of death benefits or
disability benefits for termination due to death or Incapacity, respectively, in
accordance with Section 3(b)(iii) as in effect at the Operative Date or, if
more favorable to the Executive, at the Executive’s Date of
Termination.

     


    
      
        
           

        

         


      

      
        5

        
          

        

      

      
         


      

    


    (c)  Cause; Other than for Good
Reason.  If the Executive’s employment shall be terminated for
Cause during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than timely payment to the Executive
of (x) the Executive’s currently effective Annual Base Salary through the
Date of Termination and (y) Other Benefits, in each case to the extent
theretofore unpaid.  If the Executive voluntarily terminates
employment during the Employment Period, excluding a termination for Good
Reason, this Agreement shall terminate without further obligations to the
Executive, other than for the timely payment of Accrued Obligations and Other
Benefits.

     

    SECTION 6.  Non-exclusivity of
Rights.  Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any plan, program, policy or
practice provided by the Company or any of its Affiliates and for which the
Executive may qualify, nor, subject to Section 15(c), shall anything herein
limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company or any of its
Affiliates.  Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan, policy, practice or program of
or any contract or agreement with the Company or any of its Affiliates at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

     

    SECTION 7.  No
Mitigation.  The Company agrees that, if the Executive’s
employment is terminated during the term of this Agreement for any reason, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive hereunder.  Furthermore,
the amount of any payment or benefit provided hereunder shall not be reduced by
any compensation earned by the Executive as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Executive to the Company, or otherwise.

     

    SECTION 8.  Full
Settlement.  Subject to full compliance by the Company with all
of its obligations under this Agreement, this Agreement shall be deemed to
constitute the settlement of such claims as the Executive might otherwise be
entitled to assert against the Company by reason of the termination of the
Executive’s employment for any reason during the Employment
Period.  The Company’s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or
others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other
employment.  The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof.

     

    SECTION 9.  Certain Additional Payments
by the Company.

     

    (a)  Anything
in this Agreement to the contrary notwithstanding, in the event that it shall be
determined that any payment or distribution by the Company to or for the benefit
of the

     


    
      
        
           

        

         


      

      
        6

        
          

        

      

      
         


      

    


    Executive
(whether paid or payable or distributed or distributable) pursuant to the terms
of this Agreement or otherwise (collectively, the “Payments”) but determined
without regard to any additional payments required under this Section 9,
would be subject to the excise tax imposed by Section 4999 of the Code, the
Executive shall be entitled to receive an additional payment (the “Gross-Up
Payment”) in an amount equal to (i) the amount of the excise tax imposed on
the Executive in respect of the Payments (the “Excise Tax”) plus (ii) all
federal, state and local income, employment and excise taxes (including any
interest or penalties imposed with respect to such taxes) imposed on the
Executive in respect of the Gross-Up Payment, such that after payments of all
such taxes (including any applicable interest or penalties) on the Gross-Up
Payment, the Executive retains a portion of the Gross-Up Payment equal to the
Excise Tax.  The Gross-Up Payment shall be paid no later than the end
of the Executive’s taxable year in which the taxes related to the Gross-Up
Payment are remitted to the Internal Revenue Service.

     

    (b)  Notwithstanding
any provision of this Section 9, if it shall be determined that the
aggregate amount of the Payments that, but for this Section 9, would be payable
to the Executive, does not exceed 110% of the greatest amount of Payments that
could be paid to the Executive without giving rise to any liability for the
Excise Tax in connection therewith (such greatest amount, the “Floor Amount”),
then: (A) no Gross-Up Payment shall be made to the Executive; and (B) the
aggregate amount of Payments payable to the Executive shall be reduced (but not
below the Floor Amount) to the largest amount which would both (1) not cause any
Excise Tax to be payable by the Executive, and (2) not cause any portion of the
Payments to become nondeductible by reason of Section 280G of the Code (or any
successor provision). Unless the Executive shall have given prior written notice
specifying a different order to the Company to effectuate the foregoing, the
Company shall reduce or eliminate the Payments, by first reducing or eliminating
the portion of the Payments that are payable in cash and then by reducing or
eliminating the non-cash payments, in each case in reverse order beginning with
payments or benefits that are to be paid the farthest in time from the date on
which the reduction is to be effected.  Any notice given by the
Executive pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing the Executive's
rights and entitlements to any benefits or compensation.

     

    SECTION 10.  Successors; Binding
Agreement.

     

    (a)  The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, by agreement, in form and substance satisfactory to
the Executive, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform
if no such succession had taken place.  Failure of the Company to
obtain such assumption and agreement prior to the effectiveness of any such
succession will be a breach of this Agreement and entitle the Executive to
compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder had the Company terminated the
Executive for reason other than Cause or Incapacity on the succession
date.  As used in this Agreement, the “Company” means the Company as
defined in the preamble to this Agreement and any successor to its business or
assets which executes and delivers the agreement provided for in this
Section 10 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law or otherwise.

     


    
      
        
           

        

         


      

      
        7

        
          

        

      

      
         


      

    


    (b)  This
Agreement shall be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.

     

    SECTION 11.  Non-assignability.  This
Agreement is personal in nature and neither of the parties hereto shall, without
the consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder, except as provided in Section 10
hereof.  Without limiting the foregoing, the Executive’s right to
receive payments hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a transfer by
his or her will or by the laws of descent or distribution, and, in the event of
any attempted assignment or transfer by the Executive contrary to this Section
11, the Company shall have no liability to pay any amount so attempted to be
assigned or transferred.

     

    SECTION 12.  Notices.  For
the purpose of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

     

    If to the
Executive:                               

    
 

    If to the
Company:                               The
Brink’s Company

    1801 Bayberry Court, Suite
400

    P.O. Box 18100

    Richmond, VA 23226

    Attention of Corporate
Secretary

    


    or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

     

    SECTION 13.  Operation of
Agreement.  (a) This Agreement shall be effective immediately
upon its execution and continue to be effective so long as the Executive is
employed by the Company or any of its Affiliates.  The provisions of
this Agreement do not take effect until the Operative Date.

     

     (b)           Notwithstanding
anything in Section 13(a) to the contrary, this Agreement shall, unless extended
by written agreement of the parties hereto, terminate, without further action by
the parties hereto, on the third anniversary of the date of this Agreement if a
Change in Control shall not have occurred prior to such third anniversary
date.

     

    SECTION 14.  Governing
Law.  The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Commonwealth
of Virginia without reference to principles of conflict of laws.

     

    SECTION 15.  Miscellaneous.  (a)  This
Agreement contains the entire understanding with the Executive with respect to
the subject matter hereof and supersedes any and all prior agreements or
understandings, written or oral, relating to such subject matter.  No
provisions of this

     


    
      
        
           

        

         


      

      
        8

        
          

        

      

      
         


      

    


    Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by the Executive and the
Company.

     

     (b)  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.

     

     (c)  Except
as provided herein, this Agreement shall not be construed to affect in any way
any rights or obligations in relation to the Executive’s employment by the
Company or any of its Affiliates prior to the Operative Date or subsequent to
the end of the Employment Period.

     

     (d)  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same Agreement.

     

     (e)  The
Company may withhold from any benefits payable under this Agreement all Federal,
state, city or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.

     

     (f)  The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect.

     

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the day and year first above set forth.

     

    
      
        
          	 
      	
                  THE
      BRINK’S COMPANY,

                
	 
      	 
      
	
                                                                                                                     by

                	
                  /s/
      Frank T. Lennon

                
	 
      	
                  Frank
      T. Lennon

                
	 
      	
                  Vice
      President and

                
	 
      	
                  Chief
      Administrative Officer

                
	 
      	 
      
	 
      	 
      
	 
      	
                  /s/
      McAlister C. Marshall, II

                
	 
      	
                  McAlister
      C. Marshall, II

                


        

      

    

    


    


    



    
      
        
           

        

         


      

      
        9