exhibit_10jii.htm


    
      EXHIBIT
10(j)(ii)

    

     

    AMENDMENT
NO. 1

     

    to

     

    SEVERANCE
AGREEMENT

     

    dated ________________________

     

    by and
between

     

    The
Brink’s Company (the “Company”)

     

    and
_____________________

     

    (the
“Executive”)

     

    WHEREAS,
the Company and the Executive entered into a severance agreement dated as of
_______________ (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
      1 of the Agreement is hereby modified by deleting Section 1(e) in its
      entirety and substituting the following new Section 1(e) in lieu
      thereof:

            


    

     

    
      	
               
      

            	
              (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)  

            	
              without
      the Executive’s express written consent, (A) 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(i)(A)
      hereof, or (B) any other action or inaction by the Company or its
      Affiliates which results in a material diminution in such position,
      authority, duties or
responsibilities;

            


    

     

    
      	
              (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(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.

            


    

     

    
      	
              2.  

            	
              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.  

            	
              Deleting
      Sections 4(a)(i)(A)(3) and 4(a)(i)(A)(4) in their
  entirety.

            


    

     

    
      	
              3.  

            	
              Deleting
      from Section 4(a)(i)(A)(5) the words “in each
  case”.

            


    

     

    
      	
              4.  

            	
              Renumbering
      Section 4(a)(i)(A)(5) to
4(a)(i)(A)(3).

            


    

     

    
      	
              5.  

            	
              In
      the parenthetical at the end of Section 4(a)(i)(A), replacing the words
      “clauses (1) through (5)” with the words “clauses (1) through
      (3)”.

            


    

     

    
      	
              6.  

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

            


    

     

    “and
further provided, however, that 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 benefits provided to the Executive under this Section
4(a)(iii) during any calendar year shall not affect the benefits to be provided
to the Executive under this Section 4(a)(iii) 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”.

     

    
      	
              7.  

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

            


    

     

    “provided, however,
that  except as specifically permitted by Section 409A, (A) the
relocation benefits provided to the Executive under this Section 4(a)(vi) during
any calendar year shall not affect the relocation benefits to be provided to the
Executive under this Section 4(a)(vi) in any other calendar year, (B) the right
to such benefits cannot be liquidated or exchanged for any other benefit and (C)
any reimbursements for relocation expenses provided under this Section 4(a)(vi)
shall be made to the Executive as promptly as practicable following the date
that the 

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    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 each case in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv)
or any successor thereto”.

     

    
      	
              8.  

            	
              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).

            


    

     

    
      	
              9.  

            	
              Deleting
      clause (y) from Section 4(c) and relettering clause (z) to
      (y).

            


    

     

    
      	
              3.  

            	
              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.”

     

    
      	
              4.  

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

            


    

     

    
      	
              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),

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               

            	
              4(a)(iii),
      4(a)(iv) or 4(a)(vi), and shall not receive any further payments or
      benefits under such Sections.”

            


    

     

    
      	
              5.  

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

            


    

     

    “The
Gross-Up Payment shall be paid no later than the end of the Executive’s taxable
year following the year in which the taxes related to the Gross-Up Payment are
remitted to the Internal Revenue Service, in accordance with Treas. Reg. Section
1.409A-3(i)(1)(v) or any successor thereto.”

     

    
      	
              6.  

            	
              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 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.

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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.

            


    

     

    
      	
              7.  

            	
              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
____________________, 2008.

    


                                                                THE BRINK’S
COMPANY

    


    


    


                                                                By: __________________________________                

    


    


                                                                     
_________________________________________                
                                                                        
[Executive]

    


    


    



    
      
         


      

      
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