exhibit10q.htm


    EXHIBIT
10(q)

    


    Notice
of Grant of Restricted Stock Units Award Agreement

    


     

     

    
      


      
        
          
            
              
                	 	 
	
                         

                      	
                         

                      
	
                        Employee

                      	
                        RSU
      Number:                 
      0003729

                      
	
                        
                          McAlister
      C. Marshall  

                        

                      	
                        Plan:                                  
      2005

                      
	 	 
	
                         

                      	
                         

                      


              

            

          

        

      

      

 

    

    Effective
September 15, 2008, you have been granted an award of 4,341 restricted stock
units.  The value of this award is $300,006.51 (4,341 * $69.11 =
$300,006.51).

    


    Each
restricted stock unit represents a right to a future payment equal to one share
of The Brink’s Company common stock.  Such payment will be in shares
of The Brink’s Company common stock.

    


    Subject
to your continued employment as of the relevant vesting date (unless otherwise
provided under the terms and conditions of the Plan or this Award Agreement) you
shall be entitled to receive (and the Company shall deliver to you) within 75
days following the relevant vesting date set forth below, the number of Shares
underlying this award scheduled to vest as of such date as set forth
below:

    


    
      	
              Shares

            	
              Vesting

            
	
              1,447

            	
              September
      15, 2009

            
	
              1,447

            	
              September
      15, 2010

            
	
              1,447

            	
              September
      15, 2011

            


    

    


    Additional
terms and conditions applying to this grant are contained on pages two through
four of this Award Agreement and the Plan.  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Plan.

    


    
      
        

      



    By your
signature and the authorized Company signature below and on page four of this
Award Agreement, you and the Company agree that this award is granted under and
governed by the terms and conditions of The Brink’s Company 2005 Equity
Incentive Plan as amended, as well as this Award Agreement, all of which are
incorporated as a part of this document.

    


    
      
        

      



    


    
      
        
          
            
              	
                      /s/
      Frank T. Lennon

                    	 
      	
                      9-16-08

                    
	
                      The
      Brink’s Company

                    	 
      	
                      Date

                    
	 	 	 
	 	 	 
	
                      /s/
      McAlister C. Marshall, II

                    	 
      	
                      9/17/08

                    
	
                      Employee

                    	 
      	
                      Date

                    


            

          

        

      

    

     

     

     

    
      
        
        

      

      
        Page 1 (Company Copy)

        
          

        

      

      
        
        

      

    

    


    Restricted
Stock Units Award Agreement

    


    AWARD AGREEMENT dated as of September
15, 2008 between The Brink’s Company, a Virginia corporation (the “Company”),
the employee identified on page one of this Award Agreement (the “Employee”), an
employee of the Company or of a subsidiary of the Company.

    


    By resolution dated on the date of this
Award Agreement, the Compensation and Benefits Committee (the “Committee”) of
the Company’s Board of Directors, acting pursuant to The Brink’s Company 2005
Equity Incentive Plan as amended (the “Plan”), a copy of which Plan has
heretofore been furnished to the Employee (who hereby acknowledges receipt), as
a matter of separate inducement and agreement in connection with the employment
of the Employee by the Company or any of its subsidiaries, and not in lieu of
any salary or other compensation for the Employee’s services, granted to the
Employee a restricted stock unit award as set forth on page one of this Award
Agreement.

    


    Accordingly,
the parties hereto agree as follows:

    


    1.  Subject
to all the terms and conditions of the Plan, the Employee is granted the
restricted stock unit award (the “Award”) as set forth on page one of this Award
Agreement.

    


    2.  Subject
to the Employee’s continued employment as of the relevant vesting date (unless
otherwise provided under the terms and conditions of the Plan or this Award
Agreement), the Employee shall be entitled to receive (and the Company shall
deliver to the Employee) within 75 days following the relevant vesting date set
forth on page one of this Award Agreement (or, if applicable, within 75 days
following the vesting date set forth in paragraph 4(a) of this Award Agreement),
the number of Shares underlying this Award scheduled to vest on such date as set
forth on page one (or paragraph 4(a)) of this Award Agreement.

    


    3.  If
a cash dividend is paid on a Share while the Award remains outstanding, the
Employee shall be entitled to receive at the time such cash dividend is paid
(subject to the Employee’s continued employment as of the relevant dividend
payment date), a cash payment in an amount equivalent to the cash dividend on a
Share with respect to each Share covered by the outstanding Award.  If
the Employee incurs a termination of employment prior to the payment of Shares
underlying the Employee’s vested portion of the Award but subsequent to the
applicable vesting date, as set forth on page one of this Award Agreement, the
Employee shall be entitled to receive with respect to each Share underlying the
vested portion of the Award a cash payment in amount equivalent to a cash
dividend on a Share regardless of whether the Employee continues to be employed
as of the relevant dividend payment date.  Notwithstanding the
foregoing, if (i) the Company consummates a spin-off transaction of Brink’s Home
Security (a “BHS Spin-


    
      
         


      

      
        Page 2
(Company Copy)

        
          

        

      

      
         


      

    


    Off
Transaction”) while the Award remains outstanding and (ii) the BHS Spin-Off
Transaction is achieved by means of a dividend or other distribution with
respect to a Share, the Employee shall not be entitled to receive a cash (or
stock) payment in an amount equivalent to such dividend or distribution on
Shares covered by the outstanding Award.  However, in the event of a
BHS Spin-Off Transaction and in lieu of a dividend equivalent payment with
respect to each Share covered by the outstanding Award, the Committee shall
equitably adjust in accordance with Section 5(d) of the Plan the number of
restricted stock units subject to the outstanding Award at the time of the BHS
Spin-Off Transaction.

    


    4.      Notwithstanding
the terms of the Plan, if the Employee shall cease to be an employee of the
Company or an Affiliate:

    


    (a) if
termination of employment is by reason of the Employee’s death or permanent and
total disability, the outstanding Award shall fully vest and become payable
(subject to paragraph 2 above) as of the date of such termination of
employment;

     

    (b) if
termination of employment is by reason other than as provided in paragraph 4(a)
above, the outstanding Award shall be canceled as of such termination of
employment and shall have no further force or effect.

     

    5.  The
Shares underlying the Award, until and unless delivered to the Employee, do not
represent an equity interest in the Company and carry no voting
rights.  The Employee will not have any rights of a shareholder with
respect to the Shares underlying the Award until the Shares have been delivered
to the Employee.

    


    6.  In
accordance with Section 14(b) of the Plan, the Committee may in its sole
discretion withhold from the payment to the Employee hereunder a sufficient
amount to provide for the payment of any taxes required to be withheld by
federal, state or local law with respect to income resulting from such
payment.

    


    7.  The
Award is not transferable by the Employee otherwise than by will or by the laws
of descent and distribution.

    


    8.  All
other provisions contained in the Plan as in effect on the date of this Award
Agreement are incorporated in this Award Agreement by reference.  The
Board of Directors of the Company or the Committee thereof may amend the Plan at
any time, provided that if such amendment shall adversely affect the rights of a
holder of an Award with respect to a previously granted Award, the Award
holder’s consent shall be required except to the extent any such amendment is
made to comply with any applicable law, stock exchange rules and regulations or
accounting or tax rules and regulations.  This Award Agreement may at
any time be amended by mutual agreement of the Committee of the Board of
Directors (or a designee thereof) and the holder of the Award.  Prior
to a


    
      
         


      

      
        Page
3  (Company Copy)

        
          

        

      

      
         


      

    


    Change in
Control of the Company, this Award Agreement may be amended by the Company, and
upon written notice by the Company, given by registered or certified mail, to
the holder of the Award of any such amendment of this Award Agreement or of any
amendment of the Plan adopted prior to such a Change in Control, this Award
Agreement shall be deemed to incorporate the amendment to this Award Agreement
or to the Plan specified in such notice, unless such holder shall, within 30
days of the giving of such notice by the Company, give written notice to the
Company that such amendment is not accepted by such holder, in which case the
terms of this Award Agreement shall remain unchanged.  Subject to any
applicable provisions of the Company’s bylaws or of the Plan, any applicable
determinations, order, resolutions or other actions of the Committee or of the
Board of Directors of the Company shall be final, conclusive and binding on the
Company and the holder of the Award.

    


    9.  All
notices hereunder shall be in writing and (a) if to the Company, shall be
delivered personally to the Secretary of the Company or mailed to its principal
office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100
USA, to the attention of the Secretary, and (b) if to the Employee, shall be
delivered personally or mailed to the Employee at the address set forth
below.  Such addresses may be changed at any time by notice from one
party to the other.

    


    10.  This
Award Agreement shall bind and inure to the benefit of the parties hereto and
the successors and assigns of the Company and, to the extent provided in the
Plan, the legal representatives of the Employee.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                     

                                  	 
      	
                                     

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              IN
      WITNESS WHEREOF, the parties hereto have executed this Award Agreement as
      of the day and year first above
written.

            


    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              /s/
      Frank T. Lennon

                            	 
      	
                              9-16-08

                            
	 
      	
                              The
      Brink’s Company

                            	 
      	
                              Date

                            
	 	 	 	 
	 	 	 	 
	 
      	
                              /s/
      McAlister C. Marshall, II

                            	 
      	
                              9/17/08

                            
	 
      	
                              Employee

                            	 
      	
                              Date

                            
	 	 
	 	 
	 
      	
                               

                            
	 
      	
                               Street
      address, City, State & ZIP

                               

                            	 
      


                    

                  

                

              

            

          

        

      

    

    



    
       

      
        Page
4  (Company Copy)