exhibit10ii.htm


    EXHIBIT
10(p)(ii)

    


     

    AMENDMENT
NO. 1

     

    to

     

    CHANGE IN
CONTROL AGREEMENT

     

    dated September 15,
2008

     

    by and
between

     

    The
Brink’s Company (the “Company”)

     

    and
McAlister C. Marshall, II

     

    (the
“Executive”)

     

    WHEREAS,
the Company and the Executive entered into a change in control agreement dated
as of September 15, 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
      5 of the Agreement is hereby modified
by:

            


    

     

    
      	
              1.  

            	
              Adding
      the following clause at the end of Section
  5(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 5(a)(ii) during any calendar year shall not
affect the benefits to be provided to the Executive under this Section 5(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”.

     

    
      	
              2.  

            	
              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).

            


    

     

    
      	
              2.  

            	
              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)
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
      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.

            


    

     

    
      	
              4.  

            	
              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

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    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.

            


    

     

    
      	
              5.  

            	
              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

                
	 
      
	 
      
	
                                                                                                                   

                	
                  /s/
      McAlister C. Marshall, II

                
	 
      	
                  McAlister
      C. Marshall, II

                


        

      

    

    


    


    



    
      
         


      

      
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