ex10-10.htm


    Exhibit
10.10

    
 

    Brink’s
Home Security
Holdings, Inc.

    Irving,
Texas

     

     

     

     

     

     

     

     

    Directors’
Stock
Accumulation Plan

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      


      TABLE OF
CONTENTS

      


      Page

      


      
        	
                PREAMBLE

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE I

              	
                Definitions

              	
                2

              
	 
      	 
      	 
      
	
                ARTICLE II

              	
                Administration

              	
                5

              
	 
      	
                SECTION 1.

              	
                Authorized Shares

              	
                5

              
	 
      	
                SECTION 2.

              	
                Administration

              	
                5

              
	 
      	 
      	 
      
	
                ARTICLE III

              	
                Participation

              	
                6

              
	 
      	 
      	 
      
	
                ARTICLE IV

              	
                Allocations

              	
                6

              
	 
      	
                SECTION 1.

              	
                Allocations

              	
                6

              
	 
      	
                SECTION 2.

              	
                Adjustments

              	
                6

              
	 
      	
                SECTION 3.

              	
                Dividends and Distributions

              	
                7

              
	 
      	 
      	 
      
	
                ARTICLE V

              	
                Distributions

              	
                7

              
	 
      	
                SECTION 1.

              	
                Entitlement to Benefits

              	
                7

              
	 
      	
                SECTION 2.

              	
                Distribution of Shares

              	
                7

              
	 
      	 
      	 
      
	
                ARTICLE VI

              	
                Designation of Beneficiary

              	
                8

              
	 
      	 
      	 
      
	
                ARTICLE VII

              	
                Miscellaneous

              	
                9

              
	 
      	
                SECTION 1.

              	
                Nontransferability of Benefits

              	
                9

              
	 
      	
                SECTION 2.

              	
                Limitation on Rights of Non-Employee
      Director

              	
                10

              
	 
      	
                SECTION 3.

              	
                Term, Amendment and Termination

              	
                10

              
	 
      	
                SECTION 4.

              	
                Funding

              	
                11

              
	 
      	
                SECTION 5.

              	
                Governing Law

              	
                11

              


      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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        BRINK’S HOME SECURITY
HOLDINGS, INC.

        DIRECTORS’ STOCK
ACCUMULATION PLAN

        


        PREAMBLE

        


        The
Brink’s Home Security Holdings, Inc. Directors’ Stock Accumulation Plan,
effective on the Effective Date, is designed to more closely align the interests
of Non-Employee Directors to the long-term interests of Brink’s Home Security
Holdings, Inc. and its shareholders.

        The Plan
is intended to comply with the provisions of Code Section 409A and the Treasury
Regulations and other guidance, including transition rules and election
procedures, issued thereunder (together, “Code Section 409A”).  Each
provision and term of the Plan should be interpreted accordingly, but if any
provision or term of the Plan would be prohibited by or be inconsistent with
Code Section 409A, then such provision or term shall be deemed to be reformed to
comply with Code Section 409A, without affecting the remainder of the
Plan.

        The Plan
provides a portion of the overall compensation package of participating
directors in the form of deferred stock equivalent units which will be
distributed in the form of Common Stock upon the occurrence of certain
events.

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
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        ARTICLE
I

         

        Definitions

         

        Wherever
used in the Plan, the following terms shall have the meanings
indicated:

        Account:  The
account maintained by the Company for a Non-Employee Director to document the
amounts credited under the Plan and the Units into which such amounts shall be
converted.

        Board of
Directors:  The board of directors of the Company.

        Change in
Control:  A Change in Control shall mean the occurrence
of:

        (a) (i)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the Shares would be
converted into cash, securities or other property other than a consolidation or
merger in which holders of the total voting power in the election of directors
of the Company of Common Stock outstanding (exclusive of Shares held by the
Company’s affiliates) (the “Total Voting Power”) immediately prior to the
consolidation or merger will have the same proportionate ownership of the total
voting power in the election of directors of the surviving corporation
immediately after the consolidation or merger, or (ii) any sale, lease, exchange
or other transfer (in one transaction or a series of transactions) of all or
substantially all the assets of the Company.

        (b) any
“person” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Act”)) other than the Company, its affiliates or an employee
benefit plan or trust maintained by the Company or its affiliates, shall become
the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly
or indirectly, of more than 20% of the Total Voting Power; or

         

         

         

         

        
          
            
            

          

          
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        (c) at
any time during a period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors shall cease for any
reason to constitute at least a majority thereof, unless the election by the
Company’s shareholders of each new director during such two-year period was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such two-year period.

        Committee:  The
Administrative Committee of
the Company.

        Common
Stock:  Brink’s Home Security Holdings, Inc. common stock, no
par value.

        Company:  Brink’s
Home Security Holdings, Inc.

        Disability:  The
Non-Employee Director is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months.

        Effective
Date:  The Plan shall become effective upon  the
consummation of the distribution, on a pro rata basis, by The
Brink’s Company to the record holders of The Brink’s Company of all of the
outstanding Shares owned by The Brink’s Company on the date of
distribution.

        Non-Employee
Director:  Any member of the Board of Directors who is not an
employee of the Company or a Subsidiary.

        Plan:  The Brink’s Home
Security Holdings, Inc. Directors’ Stock Accumulation Plan as set forth herein
and as amended from time to time.

        Shares:  Shares
of Common Stock.

         

         

         

         

        
          
            
            

          

          
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        Subsidiary:  Any
corporation, whether or not incorporated in the United States of America, more
than 80% of the outstanding voting stock of which is owned by the Company, by
the Company and one or more Subsidiaries or by one or more
Subsidiaries.

        Unit:  The
equivalent of one share of Common Stock credited to a Non-Employee Director’s
Account.

         

         

         

         

        
          
            
            

          

          
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          ARTICLE
II

          
Administration

        

         

        SECTION
1.  Authorized
Shares.  The maximum number of Units that may be credited
hereunder is [100,000]1 Units.  The
number of Shares that may be issued or otherwise distributed hereunder will be
equal to the number of Units that may be credited hereunder.

        In the
event of any change in the number of Shares outstanding by reason of any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off, spin-off, liquidation
or other similar change in capitalization, or any distribution to common
shareholders other than cash dividends, a corresponding adjustment shall be made
to the number of Shares that may be deemed issued under the Plan by the
Committee.  Such adjustment shall be conclusive and binding for all
purposes of the Plan.

        SECTION
2.  Administration.  The
Committee is authorized to construe the provisions of the Plan and to make all
determinations in connection with the administration of the Plan.  All
such determinations made by the Committee shall be final, conclusive and binding
on all parties, including Non-Employee Directors participating in the
Plan.

        All
authority of the Committee provided for in, or pursuant to, this Plan, may also
be exercised by the Board of Directors.  In the event of any conflict or
inconsistency between determinations, orders, resolutions or other actions of
the Committee and the Board of Directors taken in connection with this Plan, the
actions of the Board of Directors shall control.

         

         

         

         

          
            

          

        

            1 
Assumes a one-for-one ratio of BHS shares distributed in the Distribution to BCO
shares.

         

         

         

        
          
            
            

          

          
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        ARTICLE
III

         

        Participation

         

        Each
Non-Employee Director on the Effective Date shall be eligible to participate in
the Plan on such date.  Thereafter, each Non-Employee Director shall
be eligible to participate as of the date on which he or she becomes a
Non-Employee Director.

         

        ARTICLE
IV


         

        Allocations

         

        SECTION
1.  Allocations.  As
of each June 1, each Non-Employee Director (including Non-Employee Directors
elected to the Board of Directors after the Effective Date) shall be entitled to
an allocation to his or her Account (which allocation shall be in addition to
any retainer fees paid in cash) equal to 50% of the annual retainer in effect
for such Non-Employee Director on such June 1.  Such allocations shall
be converted on the first trading day in June into Units.  The number
(computed to the second decimal place) of Units so credited shall be determined
by dividing the amount of the allocation for each Non-Employee Director for the
year by the average of the high and low per share quoted sale prices of Common
Stock, as reported on the New York Stock Exchange Composite Transaction Tape on
the first trading date in June.

        SECTION
2.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Account as may be appropriate to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination, or
exchange of shares, split-up, split-off, spin-off, liquidation or other similar
change in capitalization, or any distribution to common shareholders other than
cash dividends.

         

         

         

         

        
          
            
            

          

          
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        SECTION
3.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to Shares, the Account of each Non-Employee
Director will be credited with an additional number of Units, equal to the
number of Shares including fractional Shares (computed to the second decimal
place), that could have been purchased had such dividend or other distribution
been paid to the Account on the payment date for such dividend or distribution
based on the number of Shares giving rise to the dividend or distribution
represented by Units in such Account as of such date and assuming the amount of
such dividend or value of such distribution had been used to acquire additional
Units.  Such additional Units shall be deemed to be purchased at the
average of the high and low per share quoted sale prices of Common Stock, as
reported on the New York Stock Exchange Composite Transaction Tape on the
payment date for the dividend or other distribution.  The value of any
distribution will be determined by the Committee.

         

        ARTICLE
V


         

        Distributions

         

        SECTION
1.  Entitlement to
Benefits.  Each Non-Employee Director who receives an
allocation of Units pursuant to Section 1 of Article IV of the Plan shall be
fully vested with respect to each such allocation of Units (including any
dividends or distributions credited with respect thereto pursuant to Section 3
of Article IV of the Plan) on the one year anniversary of each respective
allocation of Units, or, if earlier, upon the Non-Employee Director’s
termination of service or upon a Change in Control.

        SECTION
2.  Distribution of
Shares.  Each Non-Employee Director shall receive a
distribution of his or her Account in Common Stock in respect of all Units
standing to the credit of such Non-Employee Director’s Account in a single-lump
sum distribution within 75 days following his or her termination of service as a
Non-Employee Director.  A Non-Employee Director may elect, at least 12
months prior to his or her termination of service, to receive a distribution of
the Shares represented by the Units credited to his or her Account in equal
annual installments (not more than ten) commencing not earlier than the last day
of the month next following the fifth anniversary of the date of his or her
termination of service (whether by death, Disability, retirement or otherwise)
or as promptly as practicable thereafter.

         

         

         

         

        
          
            
            

          

          
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        The
number of Shares to be included in each installment payment shall be determined
by multiplying the number of Units in the Non-Employee Director’s Account
(including any dividends or distributions credited to such Account pursuant to
Section 3 of Article IV of the Plan whether before or after the initial
installment payment date) as of the lst day of the month preceding the initial
installment payment and as of each succeeding anniversary of such date by a
fraction, the numerator or which is one and the denominator of which is the
number of remaining installments (including the current
installment).

        Any
fractional Units shall be converted to cash based on the average of the high and
low per share quoted sale prices of Common Stock as reported on the New York
Stock Exchange Composite Transaction Tape, on the last trading day of the month
preceding the month of distribution and shall be paid in cash.

         

        ARTICLE
VI


         

        Designation of
Beneficiary

         

        A
Non-Employee Director may designate in a written election filed with the
Committee a beneficiary or beneficiaries (which may be an entity other than a
natural person) to receive all distributions and payments under the Plan after
the Non-Employee Director’s death.  Any such designation may be
revoked, and a new election may be made, at any time and from time to time, by
the Non-Employee Director without the consent of any beneficiary.  If
the Non-Employee Director designates more than one beneficiary, any
distributions and payments to such beneficiaries shall be made in equal
percentages unless the Non-Employee Director has designated otherwise, in which
case the distributions and payments shall be made in the percentages designated
by the Non-Employee Director within 75 days following the date of
death.  If no beneficiary has been named by the Non-Employee Director
or no beneficiary survives the Non-Employee Director, the remaining Shares
(including fractional Shares) in the Non-Employee Director’s Account shall be
distributed or paid in a single sum to the Non-Employee Director’s estate within
75 days following the date of death.  In the event of a beneficiary’s
death, the remaining installments will be paid to a contingent beneficiary, if
any, designated by the Non-Employee Director or, in the absence of a surviving
contingent beneficiary, the remaining Shares (including fractional Shares) shall
be distributed or paid to the primary beneficiary’s estate in a single
distribution within 75 days following the date of the primary beneficiary’s
death.  All distributions shall be made in Shares except that
fractional Shares shall be paid in cash.

         

         

         

         

        
          
            
            

          

          
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        ARTICLE
VII

         

        Miscellaneous

         

        SECTION
1.  Nontransferability of
Benefits.  Except as provided in Article VI, Units
credited to an Account shall not be transferable by a Non-Employee Director or
former Non-Employee Director (or his or her beneficiaries) other than by will or
the laws of descent and distribution or pursuant to a domestic relations
order.  No Non-Employee Director, no person claiming through a
Non-Employee Director, nor any other person shall have any right or interest
under the Plan, or in its continuance, in the payment of any amount or
distribution of any Shares under the Plan, unless and until all the provisions
of the Plan, any determination made by the Committee hereunder, and any
restrictions and limitations on the payment itself have been fully complied
with.  Except as provided in this Section 1, no rights under the
Plan, contingent or otherwise, shall be transferable, assignable or subject to
any pledge or encumbrance of any nature, nor shall the Company or any of its
Subsidiaries be obligated, except as otherwise required by law, to recognize or
give effect to any such transfer, assignment, pledge or
encumbrance.

         

         

         

         

        
          
            
            

          

          
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        SECTION
2.  Limitation on Rights of
Non-Employee Director.  Nothing in this Plan shall confer upon
any Non-Employee Director the right to be nominated for reelection to the Board
of Directors.  The right of a Non-Employee Director to receive any
Shares shall be no greater than the right of any unsecured general creditor of
the Company.

        SECTION 3.  Term,
Amendment and Termination.

        (a)           The
Plan shall terminate on October 1, 2018.

        (b)           The
Corporate Governance and Nominating Committee of the Board of Directors may from
time to time amend any of the provisions of the Plan, or may at any time
terminate the Plan; provided, however, that the
allocation formulas included in Article IV may not be amended more than once in
any six-month period.  No amendment or termination shall adversely
affect any Units (or distributions in respect thereof) which shall theretofore
have been credited to any Non-Employee Director’s Account without the prior
written consent of the Non-Employee Director.

         

         

         

         

         

        
          
            
            

          

          
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        SECTION
4.  Funding.  The
Plan shall be unfunded.  Shares shall be acquired (a) from the
trustee under an employee benefits trust established by the Company for such
purpose, (b) by purchases on the New York Stock Exchange, (c) by
acquisitions of Common Stock, otherwise than on such Exchange, in such amounts
and at such times as the Company in its sole discretion may determine, (d)
directly from the Company through new issuances or (e) in such other manner as
the Company in its sole discretion may determine.

        SECTION
5.  Governing
Law.  The Plan and all provisions thereof shall be construed
and administered according to the laws of the Commonwealth of
Virginia.

         

         

         

         

         

         

         

         

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