ex10-11.htm


    Exhibit
10.11

    


    


    Brink’s
Home Security Holdings, Inc.

    Irving,
Texas

    


    


    


    


    


    
 

    Key
Employees
Incentive Plan

    
 

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Brink’s
Home Security Holdings, Inc.

    Key Employees Incentive
Plan

     

    
      	
              1.

            	
              Purpose.  The
      Key Employees Incentive Plan (the “Plan”) of Brink’s Home Security
      Holdings, Inc. (the “Company”) is designed to provide greater incentives
      for certain key management, professional and technical employees,
      including certain officers, whose performance in fulfilling the
      responsibilities of their positions can significantly affect the
      profitable growth of the Company or any corporation more than 50% 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 (each, a
      “Subsidiary”).  The
      Plan provides an opportunity to earn additional compensation in the form
      of cash incentive payments based on the employee’s individual performance
      and on the results achieved by the Company and its Subsidiaries, and by
      the operating or staff unit for which the employee performs
      services.

            


    

    


    
      	
              2.

            	
              Administration. The Plan shall be
      administered by the Chief Executive Officer of the Company, subject to the
      provisions of the Plan, and subject to overall policy and administrative
      guidelines as the Compensation and Benefits Committee (the “Committee”) of
      the Company’s Board of Directors (the “Board”) and the Board shall adopt
      annually as respects each Plan
year.

            


    

    


    
      	
              3.

            	
              Eligibility
      for Participation.  Each year the Chief Executive
      Officer, upon advice from appropriate levels of management, shall select
      the key managerial, professional or technical employees of the Company or
      any of its Subsidiaries who are to be eligible for participation in the
      Plan during that year.  Prior to March 1st (or such later date
      as the Chairman of the Committee shall approve) of each year the Chief
      Executive Officer shall submit to the Committee for its review and
      approval a list of employees proposed for participation in the
      Plan  for such year, together with relevant information as to
      the identity and qualifications of such proposed
      participants.  From time to time thereafter the Chief Executive
      Officer may during such year propose any other employee or employees for
      participation in the Plan for such year, subject to review and approval by
      the Committee.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                 

              	
                The selection of an
      employee for participation in any year shall not constitute entitlement
      either to an incentive payment under the Plan for that year nor to
      selection for participation in any subsequent calendar
      year.  Unless otherwise determined by the Committee in its sole
      discretion, an employee shall not be eligible for any incentive payment
      with respect to a particular year if he or she ceases to be an employee
      prior to the end of such year.  Directors of the Company who are
      not officers of the Company or any of its Subsidiaries shall not be
      eligible for participation in the
Plan.

              


      

       

    

    
      	
              4.

            	
              Determination
      of Target Incentives. At the time of the
      initial selection for participation in the Plan for a particular year, the
      Chief Executive Officer shall determine a target incentive or a target
      incentive range for that employee with respect to that
      year.  Such incentive or range (which shall give effect to
      limitations prescribed pursuant to the last paragraph of Section 5 below)
      shall be indicative of the incentive payment which the employee might
      expect to receive on the basis of strong performance by such employee, by
      the Company and the applicable Subsidiaries and by such employee’s
      operating or staff unit.  As promptly as practicable thereafter,
      the Chief Executive Officer shall submit to the Committee for its review
      and approval (i) a general description of the performance standards and
      objectives which formed the basis for such target incentive range and the
      weighing of those standards and objectives in relation to individual
      performance, and (ii) an estimate of the aggregate amount that might be
      payable for that year under the Plan.  In so far as practicable,
      such review by the Chief Executive Officer with the Committee shall take
      place at the time when the list of proposed participants in the Plan is
      initially submitted as provided in Section 3 above.  Thereafter,
      the Chief Executive Officer shall keep the Committee advised with respect
      to any material changes, upward or downward, in such
    estimate.

            


    

     

     

    
      
        
        

      

      
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              5.

            	
              Cash
      Incentive Payments; Limitations.  Promptly
      after the end of each year, the performance of each employee selected for
      participation in the Plan for that year, as well as the performance of the
      Company (and the applicable Subsidiaries) and the employee’s operating or
      staff unit, shall be evaluated in accordance with the overall policy and
      administrative guidelines adopted pursuant to Section 2
      above.  The Chief Executive Officer shall, on the basis of such
      evaluation, determine whether a cash incentive payment shall be made to
      such employee for that year, and, if so, the amount of such payment,
      subject to review and consultation with the Committee.  The
      Committee shall review and approve (which approval may in the Committee’s
      sole discretion be made subject to the further approval of the Board) the
      Chief Executive Officer’s determinations with respect to incentive
      payments, for senior executive officers, and with respect to the aggregate
      amount, if any, of all cash incentive payments to be made for such year,
      and shall submit its recommendations to the Board.  The
      Committee shall also be responsible for recommending to the Board any
      incentive payment with respect to the Chief Executive Officer and any
      other officers who are also directors of the Company.  The Board
      shall approve any such payments, as well as the aggregate amount, if any,
      of all other incentive payments for such year.  The Chief
      Executive Officer shall, if necessary, adjust the amount of individual
      payments in conformity with the actions taken by the
      Board.  Each payment made under the Plan for a particular year
      shall be made as soon as practicable after such Board approval, and for
      Plan participants who are U.S. taxpayers, no later than March 15th
      immediately following the end of the first calendar year in which such
      award was earned and vested.

            


    

     

     

    
      
        
        

      

      
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                The
      Board may from time to time establish for any year criteria (whether based
      on pre-tax income, return on investment or a percentage of salary or on
      other factors) by which the aggregate amount of all incentive awards or
      the amount of individual awards for such year shall be
      limited.  In no event, however, shall any award for any year to
      any participant in the Plan exceed an amount equal to 200% of such a
      participant’s base salary (i.e., regular
      salary exclusive of any bonuses, commissions, amounts credited or paid
      under any benefit plan of the Company or any of its Subsidiaries, and such
      other compensation as may from time to time be excluded by the Board for
      purposes hereof) for such year.

              


      

       

    

    
      	
              6.

            	
              Non-Assignability,
      etc.  No employee, no person claiming through such
      employee, nor any other person shall have any right or interest under the
      Plan, or in its continuance, or in the payment of any amount under the
      Plan, unless or until all the provisions of the Plan, the rules adopted
      hereunder, and any restrictions and limitations on the payment itself have
      been fully complied with.  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.

            


    

    


    
      	
              7.

            	
              General
      Provisions. 
      The benefits provided for employees under the Plan 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 an employee for
      participation in the Plan shall not give such employee any right to be
      retained in the employ of the Company or any of its Subsidiaries, either
      for any part of the year for which he or she may have been selected to
      participate in the Plan, or for any subsequent
  period.

            


    

     

    
      
        
        

      

      
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                The
      right of the Company and of each such Subsidiary to dismiss or discharge
      any such employee at any time is specifically
  reserved.

              


      

       

    

    
      
        	
                 

              	
                All
      payments pursuant to the Plan shall be subject to withholding in respect
      of income and other taxes required by law to be
      withheld.

              


      

       

    

    
      	
              8.

            	
              Amendment
      or Termination.  The
      Board may from time to time amend any of the provisions of the Plan, or
      may at any time terminate the Plan, but no amendment or termination shall
      serve to cancel any incentive payment for any year which has been approved
      by the Board.  All actions taken in conformity with the Plan
      shall be final, conclusive and binding on all parties, including employees
      participating in the Plan.

            


    

     

    
      
        	
                 

              	
                All
      actions of the Board under the Plan shall be taken at a meeting thereof, a
      quorum being present, by a majority of the Directors who are not officers
      or employees of the Company or any of its
    Subsidiaries.

              


      

       

       

       

       

       

       

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