exhibit_10kiv.htm


    


      EXHIBIT
10(k)(iv)



    AMENDMENT
NO. 3

     

    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 and March
8, 2006 (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
      4(d) of the Agreement is hereby modified by adding the words “, paid
      within 30 days after the date of termination” at the end of the first
      sentence thereof.

            


    

     

    
      	
              2.  

            	
              Section
      4(e) of the Agreement is hereby modified by adding the following language
      at the end of the last sentence
thereof:

            


    

     

    “;
provided that the event relied upon as a basis for termination under this
Section 4(e) 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.  Notwithstanding the
foregoing, Termination by the Company without Due Cause shall not be deemed to
have occurred if the Executive has not terminated employment within two years
following the initial occurrence of the event relied upon as a basis for
termination under this Section 4(e)”

     

    
      	
              3.  

            	
              Section
      4(g) of the Agreement, as in effect prior to Amendment No. 1 to the
      Agreement, is hereby modified by adding the words “within five days
      following the date of termination of employment” at the end of the last
      sentence thereof.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              4.  

            	
              Section
      4(g) of the Agreement, as added by Amendment No. 1 to the Agreement, is
      hereby relettered to 4(h).

            


    

     

    
      	
              5.  

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

            


    

     

    “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 arbitration expenses provided to the Executive under this Section 13
during any calendar year shall not affect the arbitration expenses to be
provided to the Executive under this Section 13 in any other calendar year and
the right to such arbitration expenses 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
arbitration expenses 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 expense is incurred, in accordance with Treas. Reg. Section
1.409A-3(i)(1)(iv) or any successor thereto.”

     

    
      	
              6.  

            	
              The
      following new Section 18 is hereby added to the
  Agreement:

            


    

     

    Section
18.  Section
409A of the Code.  The provisions of this Section 18 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

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Prohibition of
      Offsets.  Except as permitted under Section 409A, any
      deferred compensation (within the meaning of Section 409A) payable to or
      for the benefit of the Executive under any Company Plan may not be reduced
      by, or offset against, any amount owing by the Executive to the Company or
      any affiliate thereof.

            


    

     

    
      	
              7.  

            	
              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

                  
	 
      
	
                                                                                                             BRINK’S,
      INCORPORATED

                  
	 
      
	 
      
	
                                                                                                             By:

                  	
                    /s/
      Frank T. Lennon

                  
	 
      	
                    Frank
      T. Lennon

                  
	 
      	
                    Vice
      President

                  
	 
      
	 
      
	
                                                                                                             

                  	
                    /s/
      Michael T. Dan

                  
	 
      	
                    Michael
      T. Dan

                  


          

        

      

    


    
      
         


      

      
        4