exhibit10nii.htm


    EXHIBIT
10(n)(ii)

    


     

    AMENDMENT
NO. 1

     

    to

     

    SEVERANCE
AGREEMENT

     

    dated April 7,
2008

     

    by and
between

     

    The
Brink’s Company (the “Company”)

     

    and
Michael J. Cazer

     

    (the
“Executive”)

     

    WHEREAS,
the Company and the Executive entered into a severance agreement dated as of
April 7, 2008 (the “Agreement”).

     

    WHEREAS,
the Company 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
      4 of the Agreement is hereby modified
by:

            


    

     

    
      	
              1.  

            	
              In
      Section 4(a)(i), replacing the words “the later of (I) 30 days after the
      Date of Termination and (II) 10 business days after execution (without
      subsequent revocation) by the Executive of the release required by Section
      8(b) of this Agreement, as defined herebelow,” with “30 days after the
      Date of Termination or, in the case of clauses (A)(2) and (B), 10 business
      days after execution (without subsequent revocation) by the Executive of
      the release required by Section 8(b) of this Agreement, as defined
      herebelow, if earlier,”.

            


    

     

    
      	
              2.  

            	
              Adding
      the following clause at the end of Section
  4(a)(ii):

            


    

     

    “provided, however, that except
as specifically permitted by Section 409A of the Code and the Treasury
Regulations promulgated thereunder (“Section 409A”),  the benefits
provided to the Executive under this Section 4(a)(ii) during any calendar year
shall not affect the benefits to be provided to the Executive under this Section
4(a)(ii) 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 4(b)(i) and 4(c) and
      after “Date of Termination” in Section
4(c)(x).

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.  

            	
              Section
      8(a) 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)
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.”

     

    
      	
              3.  

            	
              Section
      8(b) of the Agreement is hereby modified by replacing the last sentence
      thereof with the following:

            


    

     

    
      	
              1.  

            	
              “Notwithstanding
      any provision of this Agreement to the contrary, the Executive must
      execute the Release, and the Release must become effective in accordance
      with its terms, prior to the 60th day following termination of employment
      in order for the Executive to receive any payments or benefits under
      Section 4(a)(i)(A)(2) or 4(a)(i)(B).  In addition, if the
      Executive does not execute the Release, or the Release does not become
      effective in accordance with its terms, prior to such 60th day, the
      Executive shall repay the Company, in cash, within five business days
      after written demand is made therefor by the Company, an amount equal to
      the value of any payments or benefits received pursuant to Section
      4(a)(ii) or 4(a)(iv), and shall not receive any further payments or
      benefits under such Sections.”

            


    

     

    
      	
              4.  

            	
              Section
      9(b) of the Agreement is hereby modified by deleting the words “Unless the
      Executive shall have given prior written notice specifying a different
      order to the Company to effectuate the foregoing,” from the second
      sentence thereof and deleting the last sentence
  thereof.

            


    

     

    
      	
              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.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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 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.

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    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

                
	 
      
	 
      
	
                                                                                                           

                	
                  /s/ Michael J.
    Cazer

                
	 
      	
                  Michael
      J. Cazer

                


        

      

    

    



    
      
         


      

      
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