ex10-7.htm


    Exhibit
10.7

     

     

     

     

     

    
      
        Brink's
Home Security Holdings, Inc.

        Irving,
Texas

         

         

         

         

         

         

         

         

         

        Key
Employees' Deferred

        Compensation
Program

         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        TABLE OF
CONTENTS

         

        Page

         

        
          	
                  PREAMBLE

                	
                  1

                
	 	 
	
                  ARTICLE I  Definitions

                	
                  2

                
	 	 
	
                  ARTICLE II  Administration

                	
                  6

                
	 	 
	
                  ARTICLE III  Deferral of Cash Incentive
      Payments

                	
                  7

                
	 	 
	
                  SECTION 1.

                	
                  Definitions

                	
                  7

                
	
                  SECTION 2.

                	
                  Eligibility

                	
                  8

                
	
                  SECTION 3.

                	
                  Deferral of Cash Incentive Payments

                	
                  8

                
	
                  SECTION 4.

                	
                  Matching Incentive Contributions

                	
                  9

                
	
                  SECTION 5.

                	
                  Irrevocability of Election

                	
                  9

                
	
                  SECTION 6.

                	
                  Conversion of New Deferrals and Matching Incentive
      Contributions to Units

                	
                  9

                
	
                  SECTION 7.

                	
                  Adjustments

                	
                  10

                
	
                  SECTION 8.

                	
                  Dividends and Distributions

                	
                  10

                
	
                  SECTION 9.

                	
                  Allocation of Units in Connection with the
      Distribution

                	
                  11

                
	 	 	 
	
                  ARTICLE IV  Deferral of Salary

                	
                  11

                
	 	 
	
                  SECTION 1.

                	
                  Definitions

                	
                  11

                
	
                  SECTION 2.

                	
                  Eligibility

                	
                  11

                
	
                  SECTION 3.

                	
                  Deferral of Salary

                	
                  12

                
	
                  SECTION 4.

                	
                  Matching Salary Contributions

                	
                  13

                
	
                  SECTION 5.

                	
                  Irrevocability of Election

                	
                  13

                
	
                  SECTION 6.

                	
                  Conversion of New Deferrals and Matching Salary
      Contributions to Units

                	
                  13

                
	
                  SECTION 7.

                	
                  Adjustments

                	
                  14

                
	
                  SECTION 8.

                	
                  Dividends and Distributions

                	
                  15

                
	
                  SECTION 9.

                	
                  Allocation of Units in Connection with the
      Distribution

                	
                  15

                
	 	 	 
	
                  ARTICLE V  Supplemental Savings
      Plan

                	
                  16

                
	 	 
	
                  SECTION 1.

                	
                  Definitions

                	
                  16

                
	
                  SECTION 2.

                	
                  Eligibility

                	
                  16

                
	
                  SECTION 3.

                	
                  Deferral of Compensation

                	
                  17

                
	
                  SECTION 4.

                	
                  Matching Contributions

                	
                  19

                
	
                  SECTION 5.

                	
                  Irrevocability of Election

                	
                  20

                
	
                  SECTION 6.

                	
                  Conversion of New Deferrals and Matching Contributions to
      Units

                	
                  20

                
	
                  SECTION 7.

                	
                  Adjustments

                	
                  22

                
	
                  SECTION 8.

                	
                  Dividends and Distributions

                	
                  22

                


        

         

         

         

        
          
            
            

          

          
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                  SECTION 9.

                	
                  Allocation of Units in Connection with the
      Distribution

                	
                  23

                
	 	 	 
	
                  ARTICLE VI  Deferral of Performance
      Awards

                	
                  23

                
	 	 
	
                  SECTION 1.

                	
                  Definitions

                	
                  23

                
	
                  SECTION 2.

                	
                  Eligibility

                	
                  24

                
	
                  SECTION 3.

                	
                  Deferral of Cash Performance Payments

                	
                  24

                
	
                  SECTION 4.

                	
                  Irrevocability of Election

                	
                  25

                
	
                  SECTION 5.

                	
                  Conversion to Units

                	
                  25

                
	
                  SECTION 6.

                	
                  Adjustments

                	
                  26

                
	
                  SECTION 7.

                	
                  Dividends and Distributions

                	
                  26

                
	
                  SECTION 8.

                	
                  Allocation of Units in Connection with the
      Distribution

                	
                  26

                
	 	 	 
	
                  ARTICLE VII  Distributions

                	
                  27

                
	 	 
	
                  SECTION 1.

                	
                  Certain Payments on Termination of
      Employment

                	
                  27

                
	
                  SECTION 2.

                	
                  Payments Attributable to Matching Incentive
      Contributions and Matching Salary Contributions on Termination of
      Employment

                	
                  28

                
	 	 	 
	
                  ARTICLE VIII  Designation of
      Beneficiary

                	
                  30

                
	 	 
	
                  ARTICLE IX  Miscellaneous

                	
                  30

                
	 	 
	
                  SECTION 1.

                	
                  Nontransferability of Benefits

                	
                  30

                
	
                  SECTION 2.

                	
                  Notices

                	
                  31

                
	
                  SECTION 3.

                	
                  Limitation on Rights of Employee

                	
                  31

                
	
                  SECTION 4.

                	
                  No Contract of Employment

                	
                  31

                
	
                  SECTION 5.

                	
                  Withholding

                	
                  32

                
	
                  SECTION 6.

                	
                  Term, Amendment and Termination.

                	
                  32

                


        

         

         

        
          
            
            

          

          
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        BRINK'S HOME SECURITY
HOLDINGS, INC.

         

        KEY EMPLOYEES' DEFERRED
COMPENSATION PROGRAM

         

        PREAMBLE

         

        The Key
Employees' Deferred Compensation Program of Brink's Home Security Holdings, Inc.
(the "Program") provides an opportunity to certain employees to defer receipt of
(a) all or part of their cash incentive payments awarded under the Key
Employees Incentive Plan of Brink's Home Security Holdings, Inc.; (b) up to
50% of their base salary; (c) any or all amounts that are prevented from
being deferred as a matched contribution (and the related matching contribution)
under the Brink's Home Security Holdings, Inc. 401(k) Plan ("Savings Plan") as a
result of limitations imposed by Sections 401(a)(17), 401(k)(3), 402(g) and
415 of the Internal Revenue Code of 1986, as amended (the "Code"); and (d) all
or part of their cash incentive payments awarded under the Brink's Home Security
Holdings, Inc. Management Performance Improvement Plan.

        In order
to align the interests of participants more closely to the long-term interests
of Brink's Home Security Holdings, Inc. (the "Company") and its shareholders,
the Program will provide matching contributions with respect to certain cash
incentive awards and salary deferrals and will provide that an amount equivalent
to matching contributions that are not eligible to be made under the Savings
Plan as a result of limitations imposed by Code Section 401(m)(2) shall be
allocated under this Program.

        The
Program is intended to comply with the provisions of Code Section 409A and
the Treasury Regulations issued thereunder.  Each provision and term
of the Program should be interpreted accordingly, but if any provision or term
of the Program 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
Program.

        The
Program is an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, within the meaning of Section 201(2) of the Employee Retirement
Income Security Act of 1974, as amended.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
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        ARTICLE
I

         

        Definitions

         

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

        Board:  The
Board of Directors of the Company.

        Brink's Incentive
Account:  Incentive Account as defined in the Brink's
Program.

        Brink's
Program:  The Brink's Company Key Employees' Deferred
Compensation Program.

        Brink's
Salary:  Salary as defined in the Brink's Program.

        Brink's
Units:  Units as defined in the Brink's Program.

        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 of Common
Stock 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; provided, however, that with
respect to any Units credited to an Employee's Incentive Account that replace
Brink's Units credited to such Employee's Brink's Incentive Account as of
November 16, 2007 that were attributable to Brink's Matching Incentive
Contributions, Brink's Matching Salary Contributions or dividends related
thereto, a "Change in Control" shall be deemed to occur upon the approval of the
shareholders of the Company (or if such approval is not required, the approval
of the Board) of any of the transactions set forth in clauses (i) or (ii) of
this sub-paragraph (a);

         

        
          
            
            

          

          
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        (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

        (c) at
any time during a period of two consecutive years, individuals who at the
beginning of such period constituted the Board 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.

        Code:  The
Internal Revenue Code of 1986, as amended from time to time.

        Committee:  The
Compensation and Benefits Committee of the Board, which shall consist of members
of the Board of Directors who qualify as "nonemployee directors" as described in
Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934,
as amended.

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

         

        
          
            
            

          

          
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        Converted
Units:  Units credited to a Transferred Employee's Incentive
Account pursuant to Section 9 of Article III, Section 9 of
Article IV, Section 9 of Article V and Section 8 of
Article VI to replace Replaced Brink's Units.

        Company:  Brink's
Home Security Holdings, Inc.

        Disability:  Unless
otherwise required by Code Section 409A and the regulations or guidance
thereunder, an Employee shall be deemed to be disabled if the Employee meets at
least one of the following requirements: (a) the Employee is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) the
Employee is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Company.

        Distribution:  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 of Common Stock owned by The Brink's Company on the date of
such distribution.

        Distribution
Date:  The date
of the consummation of the Distribution.

        Ex-Dividend
Date:  The date immediately following the Distribution
Date.

        Employee:  Any
resident of the United States of America who is in the employ of the Company or
a Subsidiary whose principal place of business is located in the United States
of America or any other individual designated by the Committee.

        EMA
Agreement:  The Employee Matters Agreement by and between The
Brink's Company and the Company.

         

        
          
            
            

          

          
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        Foreign
Subsidiary:  Any corporation that is 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 and/or
Foreign Subsidiaries or by one or more Subsidiaries and/or Foreign
Subsidiaries.

        Incentive
Account:  The account maintained by the Company for an Employee
to document the amounts deferred under the Program by such Employee and any
other amounts credited hereunder and the Units into which such amounts shall be
converted.

        Option
Ratio:  Option Ratio as defined in the EMA.

        Program:  This
Key Employees' Deferred Compensation Program of Brink's Home Security Holdings,
Inc., as in effect from time to time.

        Replaced Brink's
Units:  Brink's Units credited to a Transferred Employee's
Brink's Incentive Account that are replaced by Converted Units.

        Retirement: With respect to any
Participant, any termination of such Participant's employment on or after the
date on which the Participant has (i) attained age 65 and completed at least
five years of service with the Company or any of its Subsidiaries or with The
Brink's Company or any of its subsidiaries, or (ii) attained age 55 and
completed at least ten years of service with the Company or any of its
Subsidiaries or with The Brink's Company or any of its
subsidiaries.

        Salary:  The
base salary paid to an Employee by the Company, a Subsidiary or a Foreign
Subsidiary for personal services rendered following the Distribution Date
determined prior to reduction for any contribution made on a salary reduction
basis.

        Shares:  Shares
of Common Stock.

         

        
          
            
            

          

          
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        Subsidiary:  Any
corporation 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.

        Transferred
Employee:  A BHS Employee (as defined in the EMA Agreement) or
Former BHS Employee (as defined in the EMA Agreement).

        Unit:  The
equivalent of one share of Common Stock credited to an Employee's Incentive
Account.

        Year:  The
calendar year; provided, however, that if a
newly-hired Employee becomes eligible to participate in the benefits provided
pursuant to Articles IV and/or V, on a day other than the first day of
the Year, the Year for purposes of Articles IV and V shall be the portion
of the calendar year during which the Employee is first eligible to participate
in the benefits provided thereunder.

         

        ARTICLE
II

        Administration

        The
Committee is authorized to construe the provisions of the Program and to make
all determinations in connection with the administration of the Program
including, but not limited to, the Employees who are eligible to participate in
the benefits provided under Articles III or IV.  All such
determinations made by the Committee shall be final, conclusive and binding on
all parties, including Employees participating in the Program.  All
authority of the Committee provided for in, or pursuant to, this Program may
also be exercised by the Board.  In the event of any conflict or
inconsistency between determinations, orders, resolutions or other actions of
the Committee and the Board taken in connection with this Program, the actions
of the Board shall control.

         

        
          
            
            

          

          
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        ARTICLE
III

        Deferral of Cash Incentive
Payments

        SECTION 1.  Definitions.  Whenever
used in this Article III, the following terms shall have the meanings
indicated:

        Brink's Cash Incentive
Payment:  Cash Incentive Payment as defined in the Brink's
Program.

        Brink's Incentive
Plan:  Incentive Plan as defined in the Brink’s
Program.

        Brink's Matching Incentive
Contributions:  Matching Incentive Contributions as defined in
the Brink's Program.

        Cash Incentive
Payment:  A cash incentive payment awarded to an Employee for
any Year under the Incentive Plan.  Notwithstanding anything contained
herein to the contrary, any compensation, bonuses, or incentive payments
approved by the Compensation Committee of Brink's Home Security Holdings, Inc.
payable pursuant to the Brink's Home Security Holdings, Inc. Management
Performance Improvement Plan, and any special recognition bonus payable to any
highly compensated employees, shall be excluded for purposes of defining or
determining the Cash Incentive Payment for which a Participant may make an
elective deferral, and for which employer contributions are made, pursuant to
the terms of this Plan.

        Incentive
Plan:  The Brink's Home Security Holdings, Inc. Key Employees
Incentive Plan, as in effect from time to time or any successor
thereto.

        Matching Incentive
Contributions:  Matching contributions allocated to an
Employee's Incentive Account pursuant to Section 4 of this
Article III.

         

        
          
            
            

          

          
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        SECTION 2.  Eligibility.  The
Committee shall designate the key management, professional or technical
Employees who may defer all or part of their Cash Incentive Payments for any
Year pursuant to this Article III.

        An
Employee designated to participate in this portion of the Program pursuant to
the preceding paragraph shall be eligible to receive a Matching Incentive
Contribution for a Year if (a) his or her Salary (on an annualized basis)
as of the preceding December 31 is at least equal to $230,000 (as adjusted
for Years after 2008 to reflect the limitation in effect under Code
Section 401(a)(17) for the Year in which the Employee's election to
participate is filed) or (b) he or she is so designated by the
Committee.  Notwithstanding the foregoing, a newly hired Employee will
be eligible to receive a Matching Incentive Contribution for his or her initial
Year of employment if his or her Salary (on an annualized basis) in effect on
his or her first day of employment with the Company or a Subsidiary will exceed
the threshold amount determined pursuant to Code Section 401(a)(17) for his
or her initial Year of employment.

        SECTION 3.  Deferral of Cash Incentive
Payments.  Each Employee whom the Committee has selected to be
eligible to defer a Cash Incentive Payment for any Year pursuant to this
Article III may make an election to defer all or part (in multiples of 10%)
of any Cash Incentive Payment which may be made to him or her for such
Year.  Such Employee's election for any Year shall be made prior to
the beginning of the Year with respect to which the Cash Incentive Payment is
earned; provided, however, that with
respect to 2008, each Transferred Employee shall be automatically deemed to have
made an election in accordance with this Section 3 to defer the same
percentage of his or her Cash Incentive Payment for 2008 as the percentage of
his or her Brink's Cash Incentive Payment for 2008 (to which such Transferred
Employee will, as of the Distribution, cease to be entitled) that he or she
elected to defer in accordance with Section 3 of Article III of the
Brink's Program.  An Incentive Account (which may be the same
Incentive Account established pursuant to Articles IV, V and/or VI) shall
be established for each Employee making such election and Units in respect of
such Employee's deferred payment shall be credited to such Incentive Account as
provided in Section 6 below.

         

        
          
            
            

          

          
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        SECTION 4.  Matching Incentive
Contributions.  Each Employee who is eligible to receive
Matching Incentive Contributions pursuant to Section 2 of this
Article III shall have a Matching Incentive Contribution allocated to his
or her Incentive Account.  Such Matching Incentive Contribution shall
be equal to the amount of his or her Cash Incentive Payment that he or she has
elected to defer but not in excess of 10% of his or her Cash Incentive
Payment.  The dollar amount of each Employee's Matching Incentive
Contributions shall be credited to his or her Incentive Account and Units in
respect of such amounts shall be credited to such Incentive Account as provided
in Section 6 below.

        SECTION 5.  Irrevocability of
Election.  An election to defer Cash Incentive Payments under
the Program for any Year shall be irrevocable on and after the first day of such
Year, provided, however, that,
notwithstanding the effective date of the Program, the deemed elections
described in the proviso of the second sentence of Section 3 of this
Article III are deemed to be irrevocable on and after the date that the
corresponding elections under the Brink’s Program were irrevocable.

        SECTION 6.  Conversion
of New Deferrals and Matching Incentive Contributions to Units.  The amount of an
Employee's deferred Cash Incentive Payment (and related Matching Incentive
Contributions) for any Year shall be converted to Units and shall be credited to
such Employee's Incentive Account as of the first business day of the month in
which the Cash Incentive Payment was made.  The number (computed to
the second decimal place) of Units so credited shall be determined by dividing
the aggregate amount of the deferred Cash Incentive Payment and related Matching
Incentive Contributions credited to the Employee's Incentive Account for such
Year by the average of the high and low per share reported sale prices of Common
Stock as reported on the New York Stock Exchange Composite Transaction Tape
on each trading day during the calendar month immediately preceding the date the
deferred Cash Incentive Payment is credited.

         

        
          
            
            

          

          
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        SECTION 7.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive 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.

        SECTION 8.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Common Stock, the Incentive
Account of each Employee will be credited with an additional number of Units,
equal to the number of shares of Common Stock including fractional shares
(computed to the second decimal place), that could have been purchased had such
dividend or other distribution been paid to the Incentive Account on the payment
date for such dividend or distribution based on the number of shares represented
by Units in such Incentive 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 in property will be determined by the Committee.

         

         

        
          
            
            

          

          
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          SECTION 9.   Allocation of Units in Connection with the
Distribution.  As of the Ex-Dividend Date, Units shall be credited
to each Transferred Employee's Incentive Account to replace the Brink's Units
previously credited to such Transferred Employee's Brink's Incentive
Account.  The number of Units so credited shall be equal to (a) the
number of Brink's Units credited to the Transferring Employee's Brink's
Incentive Account that cease to remain outstanding pursuant to Section 12 of
Article III of the Brink's Program multiplied by (b) the Option
Ratio.

          ARTICLE
IV

        

        Deferral of
Salary

        SECTION 1.  Definitions.  Wherever
used in this Article IV, the following terms shall have the meaning
indicated:

        Brink's Matching Salary
Contributions:  Matching Salary Contributions as defined in the
Brink's Program.

        Matching Salary
Contributions:  Matching contributions allocated to an
Employee's Incentive Account pursuant to Section 4 of this
Article IV.

        SECTION 2.   Eligibility.  An
Employee may participate in the benefits provided pursuant to this
Article IV for any Year if (a) his or her Salary (on an annualized
basis) as of the preceding December 31 is at least equal to $230,000 (as
adjusted for Years after 2008 to reflect the limitation in effect under Code
Section 401(a)(17) for the Year in which the Employee's election to
participate is filed) or (b) he or she is designated by the Committee as
eligible to participate.  Notwithstanding the foregoing, a newly hired
Employee will be eligible to defer a portion of his or her Salary during his or
her initial Year of employment if his or her Salary (on an annualized basis) in
effect on his or her first day of employment with the Company or a Subsidiary
will exceed the threshold amount determined pursuant to Code
Section 401(a)(17) for his or her initial Year of employment.

         

        
          
            
            

          

          
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        Except as
otherwise provided by the Committee, an Employee who is eligible to defer a
portion of his or her Salary shall continue to be so eligible unless his or her
Salary for any Year (on an annualized basis) is less than $150,000, in which
case he or she shall be ineligible to participate in the benefits provided under
this Article IV until his or her Salary again exceeds the threshold amount
determined pursuant to Code Section 401(a)(17) for the Year prior to the
Year of participation.

        SECTION 3.  Deferral of
Salary.  Each Employee who is eligible to defer Salary for any
Year pursuant to this Article IV may elect to defer up to 50% (in multiples
of 5%) of his or her Salary for such Year; provided, however, that in the
case of a newly hired Employee who is eligible to participate for his or her
initial Year of employment, only up to 50% of Salary earned after he or she
files a deferral election with the Committee may be deferred.  Such
Employee's initial election hereunder for any Year shall be made prior to the
later of (1) the first day of such Year or (2) the expiration of the 30 day
period following (and including) his or her initial date of employment; provided, however, that with
respect to 2008, each Transferred Employee shall be automatically deemed to have
made an election in accordance with this Section 3 to defer the same
percentage of his or her Salary for the portion of such Year on and following
the Ex-Dividend Date as the percentage of his or her Brink's Salary for such
Year that such Employee elected to defer in accordance with Section 3 of
Article IV of the Brink's Program.  An election to defer Salary
shall remain in effect for subsequent Years unless and until a new election is
filed with the Committee by the December 31 preceding the Year for which the new
election is to be effective.  An Incentive Account (which may be the
same Incentive Account established pursuant to Articles III, V
and/or VI) shall be established for each Employee making such election and
such Incentive Account shall be credited as of the last day of each month with
the dollar amount of deferred Salary for such month pursuant to such
election.  Units in respect of such amounts shall be credited to such
Incentive Account as provided in Section 6 below.

         

        
          
            
            

          

          
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        SECTION 4.  Matching Salary
Contributions.  Each Employee who has deferred a percentage of
his or her Salary for a Year pursuant to Section 2 of this Article IV
shall have Matching Salary Contributions allocated to his or her Incentive
Account.  Such Matching Salary Contributions shall be equal to 100% of
the first 10% of his or her Salary that he or she has elected to defer for the
Year.  The dollar amount of each Employee's Matching Salary
Contributions credited to his or her Incentive Account and Units in respect of
such amounts shall be credited to such Incentive Account as provided in
Section 6 below.

        SECTION 5.  Irrevocability of
Election.  An election to defer Salary under the Program for
any Year shall be irrevocable or, in the case of clause (c), deemed irrevocable,
(a) on and after the first day of such Year, (b) in the case of an election made
by a newly hired Employee for his or her initial Year of employment, after the
date such an election is made or (c) in the case of the deemed elections
described in the proviso of the second sentence of Section 3 of this
Article IV, on and after the date that the corresponding elections under
the Brink’s Program were irrevocable, notwithstanding the effective date of the
Program.

        SECTION 6.  Conversion of New Deferrals
and Matching Salary Contributions to Units.  The amount of an
Employee's deferred Salary (and related Matching Salary Contributions) for any
Year shall be converted to Units and shall be credited to such Employee's
Incentive Account as of the first business day of the month next following the
month in which such Salary was earned.  The number (computed to the
second decimal place) of Units so credited shall be determined by dividing the
aggregate amount of all such deferred Salary (and related Matching Salary
Contributions) credited to his or her Incentive Account for such month by the
average of the high and low per share reported sale prices of Common Stock as
reported on the New York Stock Exchange Composite Transaction Tape for each
trading day during the calendar month immediately preceding the crediting of
such Units; provided, however, that for the
calendar month in which the Ex-Dividend Date occurs, the number (computed to the
second decimal place) of Units so credited shall be determined by dividing the
aggregate amount of all such deferred Salary (and related Matching Salary
Contributions) credited to his or her Incentive Account for the portion of such
month on and following the Ex-Dividend Date by the average of the high and low
per share reported sale prices of Common Stock as reported on the New York Stock
Exchange Composite Transaction Tape for each trading day during such portion of
such month.

         

        
          
            
            

          

          
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        Upon the
Employee's termination of employment, any cash amounts not converted into Units
credited to his or her Incentive Account shall be converted into Units in the
manner described in this Section 6 based on the reported sales prices
(including any sale prices determined on a when issued basis) of Common Stock as
reported on the New York Stock  Exchange Composite Transaction
Tape for each trading day during the portion of the month preceding the date of
termination or, if the Ex-Dividend Date occurs in such portion of such month,
based on the reported sale prices of Common Stock as reported on the New York
Stock Exchange Composite Transaction Tape for each trading day during such
portion of such month on and following the Ex-Dividend Date.

        SECTION 7.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive 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 8.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Common Stock, the Incentive
Account of each Employee will be credited with an additional number of Units
equal to the number of shares of Common Stock, including fractional shares
(computed to the second decimal place), that could have been purchased had such
dividend or other distribution been paid to the Incentive Account on the payment
date for such dividend or distribution based on the number of shares represented
by the Units in such Incentive 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 the case may be, 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 in property will be
determined by the Committee.

        SECTION 9.  Allocation of Units in
Connection with the Distribution.  As of the Ex-Dividend Date,
Units shall be credited to each Transferred Employee's Incentive Account to
replace the Brink's Units previously credited to such Transferred Employee's
Brink's Incentive Account.  The number of Units so credited shall be
equal to (a) the number of Brink's Units credited to the Transferring Employee's
Brink's Incentive Account that cease to remain outstanding pursuant to Section
11 of Article IV of the Brink's Program multiplied by (b) the Option
Ratio.

         

        
          
            
            

          

          
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        ARTICLE
V

        Supplemental Savings
Plan

        SECTION 1.  Definitions.  Whenever
used in this Article V, the following terms shall have the meanings
indicated:

        Brink's
Compensation:  Compensation as defined in the Brink's
Program.

        Brink's Incentive
Plan:  Incentive Plan as defined in the Brink’s
Program.

        Brink's Savings
Plan:  Savings Plan as defined in the Brink’s
Program.

        Compensation:  The
regular wages received during any pay period by an Employee while a participant
in the Savings Plan for services rendered following the Distribution Date to the
Company or any Subsidiary that participates in the Savings Plan, including any
commissions or bonuses, but excluding any overtime or premium pay, living or
other expense allowances, or contributions by the Company or such Subsidiaries
to any plan of deferred compensation, and determined without regard to the
application of any salary reduction election under the Savings
Plan.  Bonuses paid pursuant to the Incentive Plan shall be considered
received in the Year in which they are payable whether or not such bonus is
deferred pursuant to Article III hereof.

        Incentive
Plan:  The Brink's Home Security Holdings, Inc. Key Employees
Incentive Plan, as in effect from time to time or any successor
thereto.

        Matching
Contributions:  Amounts allocated to an Employee's Incentive
Account pursuant to Section 4 of this Article V.

        Savings
Plan:  The Brink's Home Security Holdings, Inc. 401(k) Plan, as
in effect from time to time.

         

        
          
            
            

          

          
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        SECTION 2.  Eligibility.  An
Employee may participate in the benefits provided pursuant to this
Article V for any Year if his or her Salary (on an annualized basis) as of
the preceding December 31 is at least equal to $230,000 (as adjusted for
Years after 2008 to reflect the limitation in effect under Code
Section 401(a)(17) for the Year in which the Employee's election to
participate is filed).  Notwithstanding the foregoing, a newly hired
Employee is eligible to participate in the benefits provided pursuant to this
Article V if his or her Salary (on an annualized basis) in effect on his or
her first day of employment with the Company or a Subsidiary will exceed the
threshold amount determined pursuant to Code Section 401(a)(17) for his or
her initial Year of employment.

        Except as
otherwise provided by the Committee, an Employee who is eligible to participate
in the benefits provided pursuant to this Article V shall continue to be so
eligible unless his or her Salary for any Year is less than $150,000, in which
case he or she shall be ineligible to participate in the benefits provided under
this Article V until his or her Salary again exceeds the threshold amount
determined pursuant to Code Section 401(a)(17) for the Year prior to the
Year of participation.

         

        
          
            
            

          

          
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        SECTION 3.  Deferral of
Compensation.  Each Employee who is not permitted to defer the
maximum percentage of his or her Compensation that may be contributed as a
matched contribution under the Savings Plan for any Year as a result of
limitations imposed by Sections 401(a)(17), 401(k)(3), 402(g) and/or 415 of
the Code may elect to defer all or part of the excess of (a) such maximum
percentage of his or her Compensation for such Year (without regard to any
limitation on such amount imposed by Code Section 401(a)(17)) over
(b) the amount actually contributed on his or her behalf under the Savings
Plan for such Year as a matched contribution.  In order to be
permitted to defer any portion of his or her Compensation pursuant to this
Section 3 of Article V, the Employee must elect to defer the maximum
amount permitted as a matched contribution for the Year under the Savings
Plan.  Such Employee's initial election hereunder for any Year shall
be made prior to the first day of such Year or, if later, within 30 days after
his or her initial date of employment but only with respect to Compensation for
services performed after the date of such election.  Notwithstanding
the foregoing, with respect to 2008, each Transferred Employee shall be
automatically deemed to have elected in accordance with this Section 3 to
defer the same amount of his or her Compensation for the portion of 2008 from
and after the Ex-Dividend Date as the amount of his or her Brink's Compensation
for such period that would have been deferred by such Transferred Employee
pursuant to such Transferred Employee’s election under Section 3 of
Article V of the Brink's Program had such Transferred Employee continued to
receive Brink's Compensation at the same rate as immediately prior to the
Distribution and continued to participate in the Brink's Program and the Brink's
Savings Plan, in each case for such portion of 2008.  An election made
by a Transferred Employee in accordance with this Section 3 shall remain in
effect for subsequent Years unless and until a new election is filed with the
Committee by the December 31 preceding the Year for which the new election
is to be effective.  An Incentive Account (which may be the same
Incentive Account established pursuant to Article III, IV and/or VI) shall
be established for each Employee making such election and such Incentive Account
shall be credited as of the last day of each month with the dollar amount of the
Compensation deferred for such month pursuant to such election; provided, however, that in the
event an Employee is not permitted to defer the maximum percentage of his or her
Compensation that may be contributed as a matched contribution under the Savings
Plan for any year as a result of the limitation imposed by Code
Section 401(k)(3), such excess contribution shall be distributed to the
Employee, his or her Compensation paid after the date of the distribution shall
be reduced by that amount and such amount shall be allocated to his or her
Incentive Account as of the January 1 next following the Year for which the
excess contribution was made under the Savings Plan.  Units in respect
of such amounts shall be credited to such Incentive Account as provided in
Section 6 below.

         

        
          
            
            

          

          
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        SECTION 4.  Matching
Contributions.  Each Employee who elects to defer a portion of
his or her Compensation for a Year pursuant to Section 3 of this
Article V shall have a Matching Contribution allocated to his or her
Incentive Account equal to the rate of matching contributions in effect for such
Employee under the Savings Plan for such Year multiplied by the amount elected
to be deferred pursuant to Section 3 above for each month in such
Year.  The dollar amount of each Employee's Matching Contribution for
each month shall be credited to his or her Incentive Account pursuant to
Section 7 below.

        If an
Employee is participating in this portion of the Program pursuant to
Section 2 of this Article V and his or her matching contribution under
the Savings Plan for any year will be reduced as a result of the
nondiscrimination test contained in Code Section 401(m)(2), (a) to the
extent such matching contribution is forfeitable, it shall be forfeited and that
amount shall be allocated to his or her Incentive Account as a Matching
Contribution or (b) to the extent such matching contribution is not
forfeitable, it shall be distributed to the Employee, his or her Compensation
paid after the date of the distribution shall be reduced by that amount and such
amount shall be allocated to his or her Incentive Account as a Matching
Contribution.  The dollar amount of such Matching Contribution shall
be allocated to each Employee's Incentive Account as of the January 1 next
following the Year for which the matching contribution was made under the
Savings Plan.  Units in respect of such contribution shall be credited
to the Employee's Incentive Account as provided in Section 6
below.

         

        
          
            
            

          

          
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        SECTION 5.  Irrevocability of
Election.  An election to defer amounts under the Program for
any Year shall be irrevocable or, in the case of clause (c), deemed irrevocable,
(a) on and after the first day of such Year, (b) in the case of an election made
by a newly hired Employee for his or her initial Year of employment, after
the date such an election is made or (c) in the case of the deemed elections
described in the fourth sentence of Section 3 of this Article V, on
and after the date that the corresponding elections under the Brink’s Program
were irrevocable, notwithstanding the effective date of the
Program.

        SECTION 6.  Conversion of New Deferrals
and Matching Contributions to Units.  The amount of an
Employee's deferred Compensation and Matching Contributions for any Year shall
be converted to Units and shall be credited to such Employee's Incentive Account
as of the first business day of the month next following the month in which such
Compensation was earned or for which the Matching Contribution was
made.  The number (computed to the second decimal place) of Units so
credited shall be determined by dividing the aggregate amount of all such
amounts credited to the Employee's Incentive Account for such month attributable
to (a) the deferral of amounts awarded under the Incentive Plan (including
related Matching Contributions) by the average of the high and low per share
reported sale prices of Common Stock, as reported on the New York Stock
Exchange Composite Transaction Tape on each trading day during the calendar
month immediately preceding the crediting of such Units, (b) Compensation and
Matching Contributions allocated to the Employee's Incentive Account as a result
of failing to satisfy the tests included in Code Sections 401(k)(3) or 401(m)(2)
under the Savings Plan, by the average of the high and low per share reported
sales prices of Common Stock, as reported on the New York Stock Exchange
Composite Transaction Tape on each trading day during the calendar month
immediately preceding the month in which such Units are credited to the
Employee's Incentive Account (which shall be the first business day of the month
following the date that the Company has been notified of the failure to satisfy
such tests) and (c) the deferral of all other Compensation (including related
Matching Contributions) by the average of the high and low per share reported
sale prices of Common Stock as reported on the New York Stock Exchange
Composite Transaction Tape (i) on each trading day during the period commencing
on the first business day of the month after the Employee's salary (as such term
is defined in the Savings Plan) equals the maximum amount of considered
compensation for such Year pursuant to Code Section 401(a)(17) and ending
the last business day of such month and each month thereafter until December 31
or (ii) in the event the Employee's salary equals the maximum amount of
considered compensation in December, on the first trading day in the following
January; provided, however, that with
respect to any number of Units so credited that would otherwise be determined
pursuant to the preceding clause (a), (b) or (c) based on the average of the
high and low per share reported sale prices of Common Stock as reported on the
New York Stock Exchange Composite Transaction Tape on each trading day during
the month or portion of the month that includes the Ex-Dividend Date, the number
of Units so credited shall be determined in the same manner described in the
applicable clause but instead based on the average of the high and low per share
reported sale prices of Common Stock as reported on the New York Stock Exchange
Composite Transaction Tape on each trading day during such month or portion of
such month on and following the Ex-Dividend Date.

         

        
          
            
            

          

          
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        Upon the
Employee's termination of employment, any cash amounts not converted into Units
credited to his or her Incentive Account shall be converted into Units in the
manner described in this Section 6 based on the reported sale prices
(including any sale prices determined on a when issued basis) of Common Stock as
reported on the New York Stock Exchange Composite Transaction Tape for each
trading day during the portion of the month preceding the date of termination
or, if the Ex-Dividend Date occurs in such portion of such month, based on the
reported sale prices of Common Stock as reported on the New York Stock Exchange
Composite Transaction Tape for each trading day during such portion of such
month on and following the Ex-Dividend Date.

         

        
          
            
            

          

          
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        SECTION 7.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive 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.

        SECTION 8.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Common Stock, the Incentive
Account of each Employee will be credited with an additional number of Units
equal to the number of shares of Common Stock, including fractional shares
(computed to the second decimal place), that could have been purchased had such
dividend or other distribution been paid to the Incentive Account on the payment
date for such dividend or distribution based on the number of shares represented
by the Units in such Incentive Account as of such date and assuming that the
amount of such dividend or value of such distribution had been used to acquire
additional Units of the class giving rise to the dividend or other
distribution.  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 in property will be determined by the Committee.

         

        
          
            
            

          

          
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        SECTION 9.  Allocation of Units in
Connection with the Distribution.  As of the Ex-Dividend Date,
Units shall be credited to each Transferred Employee's Incentive Account to
replace the Brink's Units previously credited to such Transferred Employee's
Brink's Incentive Account.  The number of Units so credited shall be
equal to (a) the number of Brink's Units credited to the Transferring Employee's
Brink's Incentive Account that cease to remain outstanding pursuant to Section
10 of Article V of the Brink's Program multiplied by (b) the Option
Ratio.

         

        ARTICLE
VI

        Deferral of Performance
Awards

        SECTION 1.  Definitions.  Whenever
used in this Article VI, the following terms shall have the meanings
indicated:

        Brink's Cash Performance
Payment:  Cash Performance Payment as defined in the Brink's
Program.

        Brink's Management
Performance Improvement Plan:  Management Performance
Improvement Plan as defined in the Brink's Program.

        Brink's 2006-2008
Performance Measurement Period:  The 2006-2008 performance
cycle under the Brink's Management Performance Improvement Plan.

        Cash Performance
Payment:  A cash incentive payment due to an Employee in any
Year under the Management Performance Improvement Plan.

        Management Performance
Improvement Plan:  The Brink's Home Security Holdings, Inc.
Management Performance Improvement Plan, as in effect from time to time or any
successor thereto.

         

        
          
            
            

          

          
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        Performance Measurement
Period:  A performance cycle of one or more fiscal Years of the
Company under the Management Performance Improvement Plan.

        2006-2008 Performance
Measurement Period:  The 2006-2008 performance cycle under the
Management Performance Improvement Plan.

        SECTION 2.  Eligibility.  Any
Employee who is a participant in the Management Performance Improvement Plan may
elect to defer all or part of his or her Cash Performance Payment payable under
such plan pursuant to this Article VI.

        SECTION 3.  Deferral of Cash Performance
Payments.  Each Employee who is eligible to defer his or her
Cash Performance Payment for any Performance Measurement Period pursuant to this
Article VI may make an election to defer all or part (in multiples of 10%)
of any Cash Performance Payment which may be made to him or her for such
Performance Measurement Period.  If the Committee determines that a
Cash Performance Payment relating to any Performance Measurement Period is
"performance-based compensation" under Code Section 409A, such Employee's
election shall be made prior to January 1 of the last Year in the Performance
Measurement Period; provided, however, that each
Transferred Employee shall be automatically deemed to have made an election in
accordance with this Section 3 to defer the same percentage of his or her
Cash Performance Payment for the 2006-2008 Performance Measurement Period as the
percentage of his or her Brink's Cash Performance Payment for the Brink's
2006-2008 Performance Measurement Period (to which such Transferred Employee
will, as of the Distribution, cease to be entitled) that he or she elected to
defer in accordance with Section 3 of Article VI of the Brink's
Program.  If the Committee determines that a Cash Performance Payment
relating to any Performance Measurement Period is not "performance-based
compensation" under Code Section 409A, such Employee's election shall be
made prior to the beginning of the Performance Measurement Period or by such
other time as the Committee determines will satisfy Code Section 409A and
Treasury Regulations issued thereunder.  An Incentive Account (which
may be the same Incentive Account established pursuant to Articles III, IV
and/or V) shall be established for each Employee making such election and Units
in respect of such deferred payment shall be credited to such Incentive Account
as provided in Section 5 below.

         

        
          
            
            

          

          
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        SECTION 4.  Irrevocability
of Election. An
election to defer Cash Performance Payments under the Program for any
Performance Measurement Period shall be irrevocable after the last date for
making such an election, as specified in the second or third sentence of
Section 3 of this Article VI, as applicable; provided, however, that, notwithstanding the effective
date of the Program, the
deemed elections described in the proviso of the second sentence of Section 3 of this Article VI are deemed to be
irrevocable on and after the date that the corresponding elections under
the Brink’s Program were irrevocable.

        SECTION 5.  Conversion to
Units.  The amount of an Employee's deferred Cash Performance
Payment for any Performance Measurement Period shall be converted to Units and
shall be credited to such Employee's Incentive Account as of the first business
day of the month in which the Cash Performance Payment is made.  The
number (computed to the second decimal place) of Units so credited shall be
determined by dividing the aggregate amount of the deferred Cash Performance
Payment credited to the Employee's Incentive Account for such Performance
Measurement Period 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 each trading day during the month preceding the
crediting of Units.

         

        
          
            
            

          

          
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        SECTION 6.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive 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.

        SECTION 7.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Common Stock, the Incentive
Account of each Employee will be credited with an additional number of Units
equal to the number of shares of Common Stock, including fractional shares
(computed to the second decimal place), that could have been purchased had such
dividend or other distribution been paid to the Incentive Account on the payment
date for such dividend or distribution based on the number of shares represented
by Units in such Incentive 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 in property will be determined by the Committee.

        SECTION 8.  Allocation of Units in
Connection with the Distribution.  As of the Ex-Dividend Date,
Units shall be credited to each Transferred Employee's Incentive Account to
replace the Brink's Units previously credited to such Transferred Employee's
Brink's Incentive Account.  The number of Units so credited shall be
equal to (a) the number of Brink's Units credited to the Transferring Employee's
Brink's Incentive Account that cease to remain outstanding pursuant to Section
10 of Article VI of the Brink's Program multiplied by (b) the Option
Ratio.

         

        
          
            
            

          

          
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        ARTICLE
VII

        Distributions

        SECTION 1.  Certain
Payments on Termination of Employment.  Each Employee shall
receive a distribution in Common Stock in respect of all Units standing to the
credit of such Employee's Incentive Account (other than Units attributable to
Matching Incentive Contributions, Matching Salary Contributions and dividends
related thereto) as of the date of the Employee's termination of employment, in
a single-lump sum distribution on the first day that is more than six months
after the date of the Employee's termination of employment; provided, however, that for purposes of this Article VII, no employee of any Subsidiary shall
be considered to have terminated employment as a result of a spinoff of such
Subsidiary from the Company, except as may be permitted under Section 409A of the Code.  An
Employee may elect, at least 12 months prior to his or her termination of
employment, to receive distribution of the Shares represented by the Units
credited to his or her Incentive Account in equal annual installments (not more
than ten) commencing not earlier than the last day of the sixth month following
the fifth anniversary of the date of his or her termination of employment (for
any reason) or as promptly as practicable thereafter.  Any such
election shall become effective on the 12-month anniversary of the date the
election is made.

        The
number of shares of Common Stock to be included in each installment payment
shall be determined by multiplying the number of Units in the Employee's
Incentive Account, as applicable, as of the first 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).

         

        
          
            
            

          

          
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        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.

        SECTION 2.  Payments Attributable to
Matching Incentive Contributions and Matching Salary Contributions on
Termination of Employment.  In the event of an Employee’s
(a) death, (b) Retirement, (c) Disability or (d) termination
of employment for any reason within three years following a Change in Control,
the Employee shall receive a distribution of Common Stock in respect of all
Units standing to the credit of such Employee's Incentive Account attributable
to Matching Incentive Contributions, Matching Salary Contributions and dividends
related thereto and all Units standing to the credit of such Employee's
Incentive Account that replace Brink's Units credited to such Employee's Brink's
Incentive Account that were attributable to Brink's Matching Incentive
Contributions, Brink's Matching Salary Contributions and dividends related
thereto in the same manner as provided in Section 1 of this
Article VII for the distribution of other Units standing to the credit of
such Employee's Incentive Account.

         

        
          
            
            

          

          
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        In the
event of a termination of employment for a reason not described in the preceding
paragraph, the Employee shall forfeit the Units in his or her Incentive Account
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto for the Year in which the termination occurs and
the Units in his or her Incentive Account that replace Brink's Units credited to
his or her Brink's Incentive Account that were attributable to Brink's Matching
Incentive Contributions, Brink's Matching Salary Contributions and dividends
related thereto for the Year in which the termination occurs.  Such
Employee shall be vested in the remaining Units standing to the credit of such
Employee in his or her Incentive Account attributable to Matching Incentive
Contributions, Matching Salary Contributions and dividends related thereto and
the remaining Units standing to the credit of such Employee in his or her
Incentive Account that replace Brink's Units credited to his or her Brink's
Incentive Account that were attributable to Brink's Matching Incentive
Contributions, Brink's Matching Salary Contributions and dividends related
thereto, in each case in accordance with the following schedule:

         

        
          	
                  Months of Participation

                	
                  Vested Percentage

                
	 	 
	
                  less than
36

                	
                  0

                
	
                  at least 36 but less than
      48

                	
                  50%

                
	
                  at least 48 but less than
      60

                	
                  75%

                
	
                  60 or more

                	
                  100%

                


        

        


        An
Employee shall receive credit for one "month of participation" for each calendar
month during which a deferral election is in effect pursuant to Section 3
of Article III or IV and for each calendar month during which a deferral
election was in effect prior to the Ex-Dividend Date for such Employee pursuant
to Section 3 of Article III or IV of the Brink's Program.  Common
Stock, in respect of the vested Units standing to the credit of such Employee
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto and the vested Units standing to the credit of
such Employee that replace Brink's Units credited to his or her Brink's
Incentive Account that were attributable to Brink's Matching Incentive
Contributions, Brink's Matching Salary Contributions or dividends related
thereto, shall be distributed in the same manner as provided in Section 1 of
this Article VII for the distribution of other Units standing to the credit of
such Employee's Incentive Account.

         

        
          
            
            

          

          
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        ARTICLE
VIII

        Designation of
Beneficiary

        An
Employee 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 Program after the
Employee'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 Employee without
the consent of any beneficiary.  If the Employee designates more than
one beneficiary, any distributions and payments to such beneficiaries shall be
made in equal percentages unless the Employee has designated otherwise, in which
case the distributions and payments shall be made in the percentages designated
by the Employee.  If no beneficiary has been named by the Employee or
no beneficiary survives the Employee, the remaining Shares (including fractional
Shares) in the Employee's Incentive Account shall be distributed or paid in a
single sum to the Employee's estate.  In the event of a beneficiary's
death after installment payments to the beneficiary have commenced, the
remaining installments will be paid to a contingent beneficiary, if any,
designated by the Employee 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.  All distributions shall be made in Shares except that
fractional Shares shall be paid in cash.

         

        
          
            
            

          

          
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        ARTICLE
IX

        Miscellaneous

        SECTION 1.  Nontransferability of
Benefits.  Except as provided in Article VIII, Units
credited to an Incentive Account shall not be transferable by an Employee or
former Employee (or his or her beneficiaries) other than by will or the laws of
descent and distribution or pursuant to a domestic relations
order.  No Employee, no person claiming through such Employee, nor any
other person shall have any right or interest under the Program, or in its
continuance, in the payment of any amount or distribution of any Shares under
the Program, unless and until all the provisions of the Program, any
determination made by the Committee thereunder, 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
Program, 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.

        SECTION 2.  Notices.  The
Company may require all elections contemplated by the Program to be made on
forms provided by it.  All notices, elections and other communications
pursuant to the Program shall be in writing and shall be effective when received
by the Company at the following address:

         

        Brink's
Home Security Holdings, Inc.

        8880
Esters Boulevard

        Irving,
TX 75063

         

        Attention
of  Senior Vice President – Human Resources

         

        SECTION 3.  Limitation on Rights of
Employee.  Nothing in this Program shall be deemed to create,
on the part of any Employee, beneficiary or other person, (a) any interest
of any kind in the assets of the Company or (b) any trust or fiduciary
relationship in relation to the Company.  The right of an Employee to
receive any Shares shall be no greater than the right of any unsecured general
creditor of the Company.

         

        
          
            
            

          

          
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        SECTION 4.  No Contract of
Employment.  The benefits provided under the Program for an
Employee shall be in addition to, and in no way preclude, other forms of
compensation to or in respect of such Employee.  However, the
selection of any Employee for participation in the Program shall not give such
Employee any right to be retained in the employ of the Company or any of its
Subsidiaries for any period.  The right of the Company and of each
such Subsidiary to terminate the employment of any Employee for any reason or at
any time is specifically reserved.

        SECTION 5.  Withholding.  All
distributions pursuant to the Program shall be subject to withholding in respect
of income and other taxes required by law to be withheld.  The Company
shall establish appropriate procedures to ensure payment or withholding of such
taxes.  Such procedures may include arrangements for payment or
withholding of taxes by retaining Shares otherwise issuable in accordance with
the provisions of this Program or by accepting already owned Shares, and by
applying the fair market value of such Shares to the withholding taxes
payable.

        SECTION
6. Term
Amendment and Termination.

        (a)           The
Program shall become effective upon the Distribution Date.  Unless the
Company's shareholders approve the extension of this Program, no further
deferral elections may be made under this Program on or after October 1, 2018
and any existing deferral elections with respect to compensation earned after
such date shall have no further force or effect.

        (b)           The
Committee may from time to time amend any of the provisions of the Program, or
may at any time terminate the Program.  No amendment or termination
shall adversely affect any Units (or distributions in respect thereof) which
shall theretofore have been credited to any Employee's Incentive
Account.  On the termination of the Program, distributions from an
Employee's Incentive Account shall be made in compliance with Code
Section 409A and Treasury Regulations issued thereunder.

         

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