exhibit10r_iii.htm


    EXHIBIT
10(r)(iii)

    


    AMENDMENT
NO. 2

    


    to

    


    CHANGE IN
CONTROL AGREEMENT

    dated December 1,
2006

    by and
between The Brink’s Company

    (the
“Company”)

    and

    Matthew
A. Schumacher

    (the
“Executive”)

    


     

    WHEREAS,
the Company and the Executive entered into a change in control agreement dated
as of December 1, 2006, as amended by Amendment No. 1 thereto (the
“Agreement”).

     

    WHEREAS,
the Company and the Executive desire to amend the Agreement further as set forth
herein to extend the Agreement for one year and 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(d) of the Agreement is hereby amended by replacing “January 1, 2009”
      with “January 1, 2010” at the end of clause (iii)
  thereof.

            


    

     

    
      	
              2.  

            	
              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, duties or responsibilities as contemplated by Section 3(a)
      hereof, or (B) any material failure by the Company to comply with any of
      the provisions of Section 3(b)
hereof;

            


    

     

    
      	
              (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(a)(i);

            


    

     

    
      	
              (iii)  

            	
              any
      failure by the Company to comply with and satisfy Section 9(a);
      or

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


     

    
      	
              (iv)  

            	
              any
      breach by the Company of any other material provision of this
      Agreement.”

            


    

     

    
      	
              3.  

            	
              Section
      5 of the Agreement is hereby modified
by:

            


    

     

    
      	
              1.  

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

            


    

     

    “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 5(a)(iii)
during any calendar year shall not affect the benefits to be provided to the
Executive under this Section 5(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”.

     

    
      	
              2.  

            	
              Adding
      the words “for a period of up to one year from the Date of Termination”
      after “reasonable outplacement services” in Section
    5(a)(iii).

            


    

     

    
      	
              3.  

            	
              Adding
      the words “in a lump sum in cash within 30 days after the Date of
      Termination” after “Accrued Obligations” in Section 5(b) and at the end of
      the first and second sentences of Section
5(c).

            


    

     

    
      	
              4.  

            	
              Section
      12(b) is hereby amended by replacing the phrase “December 31, 2008” with
      the phrase “December 31, 2009”.

            


    

     

    
      	
              5.  

            	
              The
      following new Section 15 is hereby added to the
  Agreement:

            


    

     

    Section
15.  Section
409A of the Code.  The provisions of this Section 15 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

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    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.

            


    

     

    The
parties expressly agree that, except as otherwise amended by this Amendment to
the Agreement, none of the rights or obligations of the Company or the Executive
under the Agreement shall be amended or otherwise modified in any way by the
execution or implementation of this Amendment to the Agreement, and that all
such rights and obligations shall remain in full force and effect in accordance
with the terms of the Agreement.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of December 11,
2008.

     

    
      
        
          
            
              
                
                  	
                                                                                                                                                                            THE
      BRINK’S COMPANY

                        
	 
      	 
      
	
                          By:   
      

                        	
                          /s/
      Frank T. Lennon    VP

                        
	 
      	 
      
	 
      	 
      
	 	 /s/ Matthew A. P.
      Schumacher
	 	 (Executive)
	 
      	 
      


                

              

            

          

        

      

    

     

     

    
 

    
      
         


      

      
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