ex10-1.htm


    Exhibit
10.1

     

     

     

    TRANSITION
SERVICES AGREEMENT

     

    This TRANSITION SERVICES AGREEMENT
dated as of [          ], 2008
(this “Agreement”), by and
among The Brink’s Company, a Virginia corporation (“Brink’s”), and
Brink’s Home Security Holdings, Inc., a Virginia corporation
(“Holdings”).

     

    W
I T N E S S E T H

     

    WHEREAS Brink’s and Holdings are
parties to a Separation and Distribution Agreement dated as of
[             ],
2008 (the “Separation
and Distribution Agreement”), pursuant to which Brink’s will distribute
to holders of shares of Brink’s Common Stock (such term and each other
capitalized term used but not defined in these recitals shall have the meanings
given to them in Section 1) all the outstanding shares of BHS Common Stock owned
directly or indirectly by Brink’s on the Distribution Date;

     

    WHEREAS Holdings and the BHS Affiliates
will operate the BHS Business; and

     

    WHEREAS following the Distribution,
Holdings desires to receive, and Brink’s is willing to provide, or cause to be
provided, for a limited period of time, certain transition services in
connection with the BHS Business, subject to the terms and conditions of this
Agreement.

     

    NOW, THEREFORE, in consideration of the
foregoing and the mutual agreements and covenants set forth herein, the parties
hereby agree as follows:

     

    1.  Definitions.

     

    Capitalized terms used herein and not
otherwise defined herein have the meanings given to such terms in the Separation
and Distribution Agreement. For the purposes of this Agreement, the following
terms shall have the following meanings:

     

    “BHS Affiliate” shall
mean any Subsidiary of Holdings.

     

    “BHS Business” shall
mean the businesses conducted by Holdings and the BHS Affiliates on the
Distribution Date other than the businesses conducted by Brink’s Guarding
Services, Inc., a Delaware corporation, on the Distribution Date.

     

    “Business Day” shall
mean any calendar day that is not a Saturday, Sunday or legal holiday in either
Virginia or Texas.

     

    2.  Provision of
Services.

     

    (a)  Subject to the terms and
conditions of this Agreement, Brink’s shall provide, or cause to be provided,
to Holdings
and the BHS Affiliates, solely for the benefit of
the BHS Business in the ordinary course of business, the services (the
“Services”)
described in Schedule A, the terms of which are incorporated herein by
reference, for periods commencing on the
Distribution Date and ending on the relevant date specified in Schedule
A (the “Service
Period”), unless such period is earlier terminated in accordance with the
terms hereof. The Services shall be performed on Business Days during hours that
constitute regular business hours for each of Brink’s and Holdings, unless
otherwise agreed. Neither Holdings nor the BHS Affiliates shall resell,
subcontract, license, sublicense or otherwise transfer any of the Services to
any Person whatsoever or permit use of any of the Services by any Person other
than by Holdings and the BHS Affiliates directly in connection with the conduct
of the BHS Business in the ordinary course of business.

     

     

     

     

    
      
        
        

      

      
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    (b)  Notwithstanding anything
to the contrary in this Section 2 (but subject to the second succeeding
sentence), Brink’s shall have the exclusive right to select, employ, pay,
supervise, administer, direct and discharge any of its employees who will
perform Services.  Brink’s shall be responsible for paying such
employees’ compensation and providing to such employees any benefits. With
respect to each Service identified in Schedule A, Brink’s shall use commercially
reasonable efforts to have qualified individuals participate in the provision of
such Service; provided, however, that
(i) Brink’s shall not be obligated to have any individual participate in
the provision of any Service if Brink’s determines that such participation would
adversely affect Brink’s or its Affiliates; and (ii) none of Brink’s or its
Affiliates shall be required to continue to employ any particular individual
during the applicable Service Period.

     

    (c)  Holdings acknowledges
that the purpose of this Agreement is to enable it to receive the Services on an
interim basis. Accordingly, at all times from and after the Distribution Date,
Holdings and the BHS Affiliates shall use commercially reasonable efforts to
make or obtain, or cause to be made or obtained, any filings, registrations,
approvals, permits or licenses; implement, or cause to be implemented, any
systems; purchase, or cause to be purchased, any equipment; and take, or cause
to be taken, any and all other actions, in each case necessary or advisable to
enable Holdings and the BHS Affiliates to provide the Services for Holdings and
the BHS Affiliates as soon as reasonably practical, and in any event prior to
the expiration of the relevant Service Periods. For the avoidance of doubt,
Holdings acknowledges that Brink’s shall not be required to provide any Service
for a period longer than the applicable Service Period.

     

    3.  Standard of
Performance.

     

    (a)  Brink’s shall use
commercially reasonable efforts to provide, or cause to be provided, to Holdings
and the BHS Affiliates, each Service in a manner generally consistent with the
manner and level of care with which such Service was provided to the BHS
Business immediately prior to the Distribution Date (or, with respect to any
Service not provided by Brink’s to Holdings or any BHS Affiliate prior to the
Distribution Date, generally consistent with the manner and level of care with
which such Service is performed by Brink’s for its own behalf), unless otherwise
specified in this Agreement or Schedule A.  Notwithstanding the
foregoing, Brink’s shall have no obligation hereunder to provide to Holdings or
any BHS Affiliate (i) any improvements, upgrades, updates, substitutions,
modifications or enhancements to any of the Services unless otherwise specified
in Schedule A or (ii) any Service to the extent that the need for such Service
arises, directly or indirectly, from the acquisition by Holdings or any BHS
Affiliate, outside the ordinary course of business, of any assets of, or any
equity interest in, any Person. Holdings acknowledges and agrees that Brink’s
may be providing services similar to the Services provided hereunder and/or
services that involve the same resources as those used to provide the Services
to its and its Affiliates’ business units and other third parties, and,
accordingly, Brink’s reserves the right to modify any of the Services or the
manner in which any of the Services are provided in the ordinary course of
business; provided, however, that no such
modification shall materially diminish the Services or have a materially adverse
effect on the BHS Business.

     

     

     

     

    
      
        
        

      

      
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    (b)  Brink’s will use
commercially reasonable efforts not to establish priorities, as between Brink’s
and its Affiliates, on the one hand, and Holdings and the BHS Affiliates, on the
other hand, as to the provision of any Service, and will use commercially
reasonable efforts to provide the Services within a time frame so as not to
materially disrupt the BHS Business.  Notwithstanding the foregoing,
Holdings acknowledges and agrees that, due to the transitional nature of the
Services, Brink’s shall have the right to establish reasonable priorities as
between Brink’s and its Affiliates, on the one hand, and Holdings and the BHS
Affiliates, on the other hand, as to the provision of any Service if Brink’s
determines that such priorities are necessary to avoid any adverse effect to
Brink’s and its Affiliates.  If any such priorities are established,
Brink’s shall advise Holdings as soon as possible of any Services that will be
delayed as a result of such prioritization, and will use commercially reasonable
efforts to minimize the duration and impact of such delays.

     

    4.  Fees for
Services.

     

    (a)  As compensation for the
Services, Holdings agrees to pay Brink’s, in accordance with this Agreement, all
amounts as set out in Schedule A and Section 4(b).

     

    (b)  In addition to the
compensation set out in Schedule A, Brink’s shall be entitled to reimbursement
for reasonable and customary out-of-pocket expenses incurred in connection with
this Agreement.

     

    (c)  Brink’s shall submit
statements of account to Holdings on a quarterly basis with respect to all
amounts payable by Holdings to Brink’s hereunder (the “Invoiced Amount”),
setting out the Services provided by reference to Schedule A and the amount
billed to Holdings as a result of providing such Services (together with, in
arrears, any Commingled Invoice Statement (as defined below) and any other
invoices for Services provided by third parties, in each case setting out the
Services provided by the applicable third parties by reference to Schedule A).
Holdings shall pay the Invoiced Amount to Brink’s by wire transfer in
immediately available funds to an account specified by Brink’s, or in such other
manner as specified by Brink’s in writing, within 30 days of the date of
delivery to Holdings of the applicable statement of account.

     

    (d)  Brink’s may engage
third-party contractors, at a reasonable cost, to perform or provide any of the
Services or any secretarial, administrative, telephone, e-mail or other services
necessary or ancillary to the Services (collectively, the “Ancillary Services”)
(all of which may be contracted for separately by Brink’s on behalf of Holdings)
after giving notice to Holdings, reasonably in advance of the commencement of
such Services and Ancillary Services to be so provided by such contractors,
of the identity of such contractors, each Service and Ancillary Service to be
provided by such contractors and a good faith estimate of the cost (or formula
for determining the cost) of the Services and Ancillary Services to be so
provided by such contractors.  Holdings may, in its sole discretion,
decline to accept any such Services or Ancillary Services to be provided by any
such contractors by giving prompt written notice to Brink's, provided that, if Holdings so
declines any Service or Ancillary Service from any such contractors, then
thereafter, notwithstanding anything in this Agreement to the contrary, Brink's
shall be excused from any obligation to provide such Service or Ancillary
Service.

     

     

     

     

    
      
        
        

      

      
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    (e)  Brink’s may cause any
third party to which amounts are payable by or for the account of Holdings in
connection with Services or Ancillary Services to issue a separate invoice to
Holdings for such amounts.  Holdings shall pay or cause to be paid any
such separate third party invoice in accordance with the payment terms thereof.
Any third party invoices that aggregate Services or Ancillary Services for the
benefit of Holdings and the BHS Affiliates, on the one hand, with services not
for the benefit of Holdings and the BHS Affiliates, on the other hand (each, a
“Commingled
Invoice”), shall be separated by Brink’s. Brink’s shall prepare a
statement indicating that portion of the invoiced amount of such Commingled
Invoice that is attributable to Services or the Ancillary Services rendered for
the benefit of Holdings and the BHS Affiliates (the “Commingled Invoice
Statement”).  Brink’s shall deliver such Commingled Invoice
Statement and a copy of the Commingled Invoice to Holdings.  Holdings
shall, within 30 days after the date of delivery to Holdings of such Commingled
Invoice Statement, pay or cause to be paid the amount set forth on such
Commingled Invoice Statement to the third party, and shall deliver evidence of
such payment to Brink’s. Brink’s shall not be required to use its own funds for
payments to any third party providing any of the Services or Ancillary Services
or to satisfy any payment obligation of Holdings or any of its Affiliates to any
third party provider; provided, however, that in the
event Brink’s does use its own funds for any such payments to any third party,
Holdings shall reimburse Brink’s for such payments as invoiced by Brink’s within
30 days following the date of delivery of such invoice from
Brink’s.

     

    (f)  Brink’s may, in its
discretion and without any liability, suspend any performance under this
Agreement upon failure of Holdings to make timely any payments required under
this Agreement beyond the applicable cure date specified in Section 5(d) of this
Agreement.

     

    (g)  In the event that
Holdings does not make any payment required under the provisions of this
Agreement to Brink’s when due in accordance with the terms hereof, Brink’s
shall, at its option, charge Holdings interest on the unpaid amount at the rate
of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or
its successor). In addition, Holdings shall reimburse Brink’s for all costs of
collection of overdue amounts, including any reimbursement required under
Section 4(e) and any reasonable attorneys’ fees.

     

    (h)  Holdings acknowledges
and agrees that it shall be responsible for any interest or other amounts in
respect of any portion of any Commingled Invoice that Holdings is required to
pay pursuant to any Commingled Invoice Statement.

     

    5.  Term;
Termination.

     

    (a)  The performance of the
Services under this Agreement shall commence on the Distribution Date and shall
continue in full force and effect until the end of the last Service Period or
the earlier date upon which this Agreement has been otherwise terminated in
accordance with the terms hereof.

     

     

     

     

    
      
        
        

      

      
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    (b)  During the term of this
Agreement, Holdings may instruct Brink’s to discontinue providing certain
Services or otherwise reduce its level of such Services upon giving Brink’s ten
Business Days prior written notice.  Upon the early termination of any
Service pursuant to this Section 5(b) or upon the expiration of the applicable
Service Period, following the effective time of the termination, Brink’s shall
no longer be obligated to provide such Service, provided that Holdings shall
be obligated to reimburse Brink’s for any reasonable out-of-pocket expenses or
costs attributable to such termination.

     

    (c)  Holdings may terminate
this Agreement in its entirety upon 30 days prior written notice to
Brink’s.

     

    (d)  Either party to this
Agreement shall have, in addition to any other rights and remedies it may have,
the right to terminate this Agreement on 30 days’ prior written notice to the
other, if the other party shall breach or default in the performance of any
material provision of this Agreement; provided, however, that if it
is possible for such breach or default to be cured and the party receiving such
notice of termination shall cure such breach or default within a 30 day period
after receipt of such notice, then this Agreement shall continue in full force
and effect.

     

    (e)  Brink’s shall have the
right, notwithstanding any other provisions of this Agreement, and in addition
to any other rights and remedies it may have, to terminate this Agreement
forthwith and at any time if Holdings becomes insolvent; or if Holdings files a
petition in bankruptcy or insolvency; or if Holdings is adjudicated bankrupt or
insolvent; or if Holdings files any petition or answer seeking reorganization,
readjustment or arrangement of Holdings’s business under any law relating to
bankruptcy or insolvency; or if a receiver, trustee or liquidator is appointed
for any of the property of Holdings and within 60 days thereof Holdings fails to
secure a dismissal thereof; or if Holdings makes any assignment for the benefit
of creditors; or in the event of government expropriation of any material
portion of the assets of Holdings.

     

    
      (f)  If Holdings shall fail
to pay any financial obligation to Brink’s incurred by it under this Agreement within
ten days after notice from Brink’s, then Brink’s shall have the right,
notwithstanding Subsection (d) of this Section 5 or any other provisions of this
Agreement,
and in addition to any other rights and remedies it may have, to terminate this
Agreement
forthwith.

       

    

    (g)  In any event, no
termination, cancelation or expiration of this Agreement shall prejudice the
right of either party hereto to recover any payment due at the time of
termination, cancelation or expiration (or any payment accruing as a result
thereof), nor shall it prejudice any cause of action or claim of either party
hereto accrued or to accrue by reason of any breach or default by the other
party hereto.

     

    (h)  Notwithstanding any
provision herein to the contrary, Sections 4 and 9 through 16 of this Agreement
shall survive the termination of this Agreement.

     

    6.  Miscellaneous.  Except
as otherwise expressly set forth in this Agreement, the provisions in
Article XI of the Separation and Distribution Agreement (which
Article XI addresses counterparts, entire agreement, corporate power,
governing law, assignability, third party beneficiaries, notices, severability,
force majeure, publicity, expenses, headings, survival of covenants, waivers of
default, specific performance, amendments, interpretation, jurisdiction and
service of process, currency and late payments) other than the provisions
thereof relating to assignability, force majeure and publicity, shall apply
mutatis mutandis to this Agreement.

     

     

     

     

    
      
        
        

      

      
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    7.  Intellectual
Property.  Holdings grants to Brink’s and its Affiliates a
limited, non-exclusive, fully paid-up, nontransferable, revocable license,
without the right to sublicense, for the term of this Agreement to use all
intellectual property owned by or, to the extent permitted by the applicable
license, licensed to Holdings solely to the extent necessary for Brink’s to
perform its obligations hereunder.

     

    8.  Cooperation;
Access.

     

    (a)  Holdings shall, and
shall cause the BHS Affiliates to, permit Brink’s and its employees and
representatives access, on Business Days during hours that constitute regular
business hours for Holdings and upon reasonable prior request, to the premises
of Holdings and the BHS Affiliates and such data, books, records and personnel
designated by Holdings and the BHS Affiliates as involved in receiving or
overseeing the Services as Brink’s may reasonably request for the purposes of
providing the Services.  Brink’s shall provide Holdings, upon
reasonable prior written notice, such documentation relating to the provision of
the Services as Holdings may reasonably request for the purposes of confirming
any Invoiced Amount or other amount payable pursuant to any Commingled Invoice
Statement or otherwise pursuant to this Agreement. Any documentation so provided
to Brink’s pursuant to this Section will be subject to the confidentiality
obligations set forth in Section 9 of this Agreement.

     

    (b)  Each party hereto shall
designate a relationship manager (each, a “Relationship
Manager”) to report and discuss issues with respect to the provision of
the Services and successor relationship managers in the event that a designated
relationship manager is not available to perform such role
hereunder.  The initial Relationship Manager designated by Brink’s
shall be Matthew A.P. Schumacher and the initial Relationship Manager designated
by Holdings shall be Stephen C. Yevich.  Either party may replace its
Relationship Manager at any time by providing written notice thereof to the
other party hereto.

     

    9.  Confidentiality.  This
Agreement and the information provided to each party hereunder shall be subject
to the confidentiality provisions set forth in Sections 7.07 and 7.08 of the
Separation and Distribution Agreement.

     

    10.  Dispute
Resolution.  All disputes, controversies and claims directly or
indirectly arising out of or in relation to this Agreement or any schedule
hereto or the validity, interpretation, construction, performance, breach or
enforceability of this Agreement or any schedule hereto shall be finally,
exclusively and conclusively settled in accordance with the provisions of
Article VIII of the Separation and Distribution Agreement, which shall apply
mutatis mutandis to this Agreement.

     

    11.  Warranties; Limitation of
Liability; Indemnity.

     

    (a)  Holdings acknowledges
that Brink’s is not engaged in the business of providing services of the type
being provided hereunder and that the Services and Ancillary Services to be
provided by Brink’s to Holdings and the BHS Affiliates are being provided as an
accommodation to Holdings and the BHS Affiliates in connection with the
transactions contemplated by the Separation and Distribution Agreement. All
Services and Ancillary Services are provided “as is”.

     

     

     

     

    
      
        
        

      

      
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    (b)  Other than the
statements expressly made by Brink’s in this Agreement, Brink’s makes no
representation or warranty, express or implied, with respect to the Services and
Ancillary Services and, except as provided in Subsection (c) of this Section 11,
Holdings hereby waives, releases and renounces all other representations,
warranties, obligations and liabilities of Brink’s, and any other rights, claims
and remedies of Holdings against Brink’s, express or implied, arising by law or
otherwise, with respect to any nonconformance, error, omission or defect in any
of the Services or Ancillary Services, including (i) any implied warranty of
merchantability or fitness, (ii) any implied warranty arising from course of
performance, course of dealing or usage of trade and (iii) any obligation,
liability, right, claim or remedy in tort, whether or not arising from the
negligence of Brink’s.

     

    (c)  None of Brink’s or any
of its Affiliates or any of its or their respective officers, directors,
employees, agents, attorneys-in-fact, contractors or other representatives shall
be liable for any action taken or omitted to be taken by Brink’s or such person
under or in connection with this Agreement, except that Brink’s shall be liable
for direct damages or losses incurred by Holdings or the BHS Affiliates arising
out of the gross negligence or willful misconduct of Brink’s or any of its
Affiliates or any of its or their respective officers, directors, employees,
agents, attorneys-in-fact, contractors or other representatives in the
performance or nonperformance of the Services or Ancillary
Services.

     

    (d)  In no event shall the
aggregate amount of all such damages or losses for which Brink’s may be liable
under this Agreement exceed the aggregate total sum received by Brink’s for the
Services.  Except as provided in Subsection (c) of this Section 11,
none of Brink’s or any of its Affiliates or any of its or their respective
officers, directors, employees, agents, attorneys-in-fact, contractors or other
representatives shall be liable for any action taken or omitted to be taken by,
or the negligence, gross negligence or willful misconduct of, any third
party.

     

    (e)  Notwithstanding anything
to the contrary herein, none of Brink’s or any of its Affiliates or any of its
or their respective officers, directors, employees, agents, attorneys-in-fact,
contractors or other representatives shall be liable for damages or losses
incurred by Holdings or any BHS Affiliate for any action taken or omitted to be
taken by Brink’s or such other person under or in connection with this Agreement
to the extent such action or omission arises from actions taken or omitted to be
taken by, or the negligence, gross negligence or willful misconduct of, Holdings
or any BHS Affiliate.

     

    (f)  Without limiting
Subsection (c) of this Section 11, no party hereto or any of its Affiliates or
any of its or their respective officers, directors, employees, agents,
attorneys-in-fact, contractors or other representatives shall in any event have
any obligation or liability to the other party hereto or any such other person
whether arising in contract (including warranty), tort (including active,
passive or imputed negligence) or otherwise for consequential, incidental,
indirect, special or punitive damages, whether foreseeable or not, arising out
of the performance of the Services or Ancillary Services or this Agreement,
including any loss of revenue or profits, even if a party hereto has been
notified about the possibility of such damages; provided, however, that the
provisions of this Subsection (f) shall not limit the indemnification
obligations hereunder of either party hereto with respect to any liability that
the other party hereto may have to any third party not affiliated with any
member of the Brink’s Group or the BHS Group for any incidental, consequential,
indirect, special or punitive damages.

     

     

     

     

    
      
        
        

      

      
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    (g)  Holdings shall indemnify
and hold Brink’s and its Affiliates and any of its or their respective officers,
directors, employees, agents, attorneys-in-fact, contractors or other
representatives harmless from and against any and all damages, claims or losses
that Brink’s or any such other person may at any time suffer or incur, or become
subject to, as a result of or in connection with this Agreement or the Services
or Ancillary Services provided hereunder, except those damages, claims or losses
incurred by Brink’s or such other person arising out of the gross negligence or
willful misconduct by Brink’s or such other person.

     

    (h)  Neither party hereto may
bring an action against the other under this Agreement (whether for breach of
contract, negligence or otherwise) more than six months after that party becomes
aware of the cause of action, claim or event giving rise to the cause of action
or claim.

     

    12.  Taxes.  Each
party hereto shall be responsible for the cost of any sales, use, privilege and
other transfer or similar taxes imposed upon that party as a result of the
transactions contemplated hereby. Any amounts payable under this Agreement are
exclusive of any goods and services taxes, value added taxes, sales taxes or
similar taxes (“Sales
Taxes”) now or hereinafter imposed on the performance or delivery of
Services, and an amount equal to such taxes so chargeable shall, subject to
receipt of a valid receipt or invoice as required below in this Section 12, be
paid by Holdings to Brink’s in addition to the amounts otherwise payable under
this Agreement.  In each case where an amount in respect of Sales Tax
is payable by Holdings in respect of a Service provided by Brink’s, Brink’s
shall furnish in a timely manner a valid Sales Tax receipt or invoice to
Holdings in the form and manner required by applicable law to allow Holdings to
recover such tax to the extent allowable under such law.

     

    13.  Public
Announcements.  No party to this Agreement shall make, or cause
to be made, any press release or public announcement or otherwise communicate
with any news media in respect of this Agreement or the transactions
contemplated by this Agreement without the prior written consent of the other
party hereto unless otherwise required by law, in which case the party making
the press release, public announcement or communication shall give the other
party reasonable opportunity to review and comment on such and the parties shall
cooperate as to the timing and contents of any such press release, public
announcement or communication.

     

    14.  Assignment.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. No party hereto may
assign either this Agreement or any of its rights, interests or obligations
hereunder without the prior written approval of the other party hereto; provided, however, that
(i) Holdings may assign this Agreement without the consent of Brink’s to
any third party that acquires, by any means, including by merger or
consolidation, assets of Holdings or the BHS Affiliates, including equity
interests in any BHS Affiliates, that constitute all or substantially all the
consolidated assets of Holdings and the BHS Affiliates that are used in the BHS
Business and (ii) Brink’s may assign this Agreement without the consent of
Holdings to any third party that acquires, by any means, including by merger or
consolidation, all or substantially all the consolidated assets of Brink’s. Any
purported assignment in violation of this Section 14 shall be void and shall
constitute a material breach of this Agreement.

     

     

     

     

    
      
        
        

      

      
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    15.  Relationship of the
Parties.  The parties hereto are independent contractors and
none of the parties hereto is an employee, partner or joint venturer of the
other.  Under no circumstances shall any of the employees of a party
hereto be deemed to be employees of the other party hereto for any
purpose.  Except as expressly provided in Section 4(d), none of the
parties hereto shall have the right to bind the others to any agreement with a
third party nor to represent itself as a partner or joint venturer of the other
by reason of this Agreement.

     

    16.  Force
Majeure.  Neither party hereto shall be in default of this
Agreement by reason of its delay in the performance of, or failure to perform,
any of its obligations hereunder if such delay or failure is caused by strikes,
acts of God, acts of the public enemy, acts of terrorism, riots or other events
that arise from circumstances beyond the reasonable control of that
party.  During the pendency of such intervening event, each of the
parties hereto shall take all reasonable steps to fulfill its obligations
hereunder by other means and, in any event, shall upon termination of such
intervening event, promptly resume its obligations under this
Agreement.

     

     

     

     

    
      
        
        

      

      
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               IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the date first written
above by their respective officers thereunto duly authorized.

     

    
 

    
      	
              THE
      BRINK’S COMPANY,

               

            
	
              by:

            	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

    


    


    
      	
              BRINK’S
      HOME SECURITY HOLDINGS, INC.,

               

            
	
              by:

            	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	 
      


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
A

     

    


    
      	
              Service

            	
              Service
      Period 

              (months)

            	
              Service
      Fees

              [to be
      determined]

            
	
              Tax

               

              General
      accounting advice and consultation in the areas of federal and state tax
      planning and compliance, management of open audits, tax accounting under
      FAS 109 and FIN48, general advice on audit dispute resolution, calculation
      of estimated tax payments, tax compliance software selection, and
      preparation, review and filing of the first set of federal and state
      income tax returns.

               

            	
              12

            	 
      
	
              Legal

               

              General
      legal advice and services  in the areas of general corporate,
      governance, securities compliance, intellectual property, litigation, real
      estate, employment, employee benefits.

               

            	
              9

            	 
      
	
              Accounting

               

              General
      accounting advice and consultation in the areas of benefit plan accounting
      under FAS 123(R), tax accounting under FAS 109 and
      FIN48,  general advice on SEC reporting (including advise on
      filing by EDGAR).

               

            	
              6

            	 
      
	 Treasury
      

               

              General
      advice and consultation in the areas of cash management, management of
      bank lines, and management of cash investments.

               

            	
               6

            	 
	
              
                Investor
      Relations

                 

                General
      advice and consultation in the areas of investor relations, investor
      website management, investor webcast and quarterly conference call
      preparation, Annual Report preparation, and press release preparation and
      dissemination.

                 

              

            	
              6

            	 
      


    

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               Service

            	
               Service
      Period

              (months)

            	
               Service
      Fees

              [to be
      determined]

            
	
              Insurance/Risk
      Management

               

              General
      advice and consultation in the areas of broker selection, review of bids,
      selection and monitoring of insurers/underwriters, communications with
      brokers and underwriters, claims management and reporting, and
      interpretation of reports inclusive of Worker’s Compensation plans and
      vendors.

               

            	
              12

               

            	 
      
	
              Health and Welfare
      Plans

              (United
      States and Canadian)

               

              General
      advice and consultation in the areas of benefit consultant/broker
      selection, review of bids, selection and monitoring of vendors,
      communications with consultants and vendors, claims management and
      reporting, and interpretation of reports.

               

            	
              18

            	 
      
	
              Pension/401(k)

               

              (United
      States and Canadian Defined Contribution and Defined
Benefit.)

               

              General
      advice and consultation in the areas of plan design, ERISA guidance,
      vendor management, communication plans, and associated auditing and
      compliance reporting.

               

            	
              18

            	 
      


    

     

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    
      	 Service	
               Service
      Period

              (months)

            	
               Service
      Fees

              [to be
      determined]

            
	
              Compensation

               

              General
      advice and consultation in the areas of plan interpretation for Key
      Employees Deferred Compensation plans, Equity incentive plans, Board of
      Director compensation plans (plan for deferral of director’s fees, stock
      accumulation plan and non-employee directors’ equity plan), monitoring of
      vendors against plan design, quarterly reporting and compliance
      filing.

               

              Advice
      and consultation regarding tax consideration and federal filings regarding
      above mentioned plans.

               

            	
              18

            	 
      


    

    
 

     

     

     

     

     

     

     

     

     

     13