ex10-12.htm


    Exhibit
10.12

     

     

     

     

    
      


      Brink’s
Home Security Holdings, Inc.

      Irving,
Texas

       

       

       

       

       

       

       

       

       

      Plan
for Deferral of Directors’ Fees

       

      


      


      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      Brink’s
Home Security Holdings, Inc.

      


      Plan for Deferral of
Directors’ Fees

      


      


      1.           Election to
Participate.  Any director (“Participant”) of Brink’s Home
Security Holdings, Inc. (the “Company”) who is entitled to receive fees for
services as hereinafter provided may become a Participant in this Plan for
Deferral of Directors’ Fees (the “Plan”) by giving to the Company a written
election in accordance with this paragraph 1.  Participation in the
Plan shall be effective and, subject to paragraph 5, irrevocable as of the last
day of the year in which the election is made, and the Company shall thereupon
establish for such Participant a deferred compensation account (“Account”) to
which amounts shall be credited as hereinafter provided; provided, however, that the
participation in the Plan of a Participant (other than a Transferring Director
(as defined below)) who gives the Company a written election in accordance with
this paragraph 1 prior to the expiration of the 30 day period following (and
including) the date such Participant becomes a director shall be effective and,
subject to paragraph 5, irrevocable as of the date such election is made; provided further, however, that the
participation in the Plan of a Participant (“Transferring Director”) who was a
director of The Brink’s Company and becomes a director of the Company in
connection with the consummation of the distribution (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 Company stock owned by The Brink’s
Company on the date of such distribution (the “Distribution Date”) shall be
effective and, subject to paragraph 5, irrevocable as of the Distribution
Date.   Each election made by a Participant in any calendar year
shall state that:

       

      
        
          
          

        

        
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      (i)  the entire amount of
annual retainer fee for serving as a member of the Board of Directors of the
Company (the “Board”), and/or

      (ii)  the entire amount of
attendance fees for attending meetings of the Board of Directors or any
committee of the Board, and/or

      (iii)  the entire amount of
fees for performing other services for the Company at the request of the
Chairman of the Board, or

      (iv)  the entire amount of
annual retainer fee, attendance fees and fees for performing other services, in
each case payable to such Participant for subsequent years (unless discontinued
as provided in paragraph 5 below) or, with respect to any election made by a
Participant (other than a Transferring Director) in the first calendar year in
which such Participant becomes a director of the Company, for (A) the portion of
such calendar year following the date of such election and (B) subsequent years
(unless discontinued as provided in paragraph 5 below), shall be credited to
such Participant’s Account on the respective dates on which such amounts shall
become payable, absent such election.  Each such election shall also
contain a payment election providing for the manner in which amounts so credited
shall be paid from such Account in accordance with paragraph 3
below.  Notwithstanding the foregoing, each Transferring Director
shall be automatically deemed to have given the Company a written election in
accordance with this paragraph 1 that states that the entire amount of each type
of fee that such Transferring Director elected to defer for 2008 under The
Brink’s Company Plan for Deferral of Directors’ Fees (the “Brink’s Plan”)
payable to such Transferring Director for (x) the portion of 2008 beginning on
the day immediately following the Distribution Date and ending on December 31,
2008 and (y) subsequent years (unless discontinued as provided in paragraph 5
below) shall be credited to such Transferring Director’s Account on the
respective dates on which such amounts shall become payable, absent such
election.  Such deemed election shall be deemed to contain a payment
election providing for the same manner of payment of the amounts so credited as
provided for by such Transferring Director’s corresponding election under the
Brink’s Plan (provided,
however, that, for purposes of this sentence, any such payment election
under the Brink’s Plan providing for payment upon or after a stated period of
time following the date such Transferring Director ceases to be a director of
The Brink’s Company shall be deemed to provide for payment upon or after such
period of time following, as applicable, the date such Transferring Director
ceases to be a director of the Company).

       

      
        
          
          

        

        
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      2.           Increments to
Accounts.  Amounts credited to each Account for any calendar
quarter shall be increased by the Plan Rate (as hereinafter defined), compounded
quarterly, from and after the applicable date of credit until the date of
payment from such Account.  The “Plan Rate” for any calendar quarter
shall be the prime commercial lending rate of J.P. Morgan Chase & Co. in
effect on the last day of the preceding calendar quarter, or such other rate as
the Board may establish for the purpose of the Plan.

      3.           Payments from
Accounts.  Each payment election by a Participant made pursuant
to paragraph 1 above shall provide that distributions from such Participant’s
Account shall be made in one lump sum or in two or more annual payments (not
exceeding ten) which shall be equal, except that there shall be added and paid
with each installment after the first an amount equal to the increment credited
to such account, as provided in paragraph 2 above, since the date of the last
preceding installment.  Each such payment election shall also provide
that such payment shall commence on the first day of that month which shall be
identified in such election and which may be before or after the date on which
such Participant shall cease to be a director of the Company but which shall not
be earlier than January 1 of the year next following the year for which the
election is made.

       

      
        
          
          

        

        
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      4.           Death of a
Participant.  Notwithstanding the provisions of paragraph 3,
upon a Participant’s death, the Company shall within 75 days thereafter pay to
such Participant’s estate, or to such beneficiary as such Participant may have
designated by written notice to the Company, the entire amount in such
Participant’s Account at the date of payment, including any increment provided
for in paragraph 2 above.  A Participant may by like notice cancel
such designation, and may make a new designation as hereinabove
provided.

      5.           Changes in
Election.  (a)  A Participant may, by giving written
notice to the Company in any year, elect to discontinue participation in the
Plan with respect to (i) annual retainer fees and/or (ii) attendance fees and/or
(iii) fees for other services becoming payable to such Participant for years
following the year in which such notice is given.  By like notice
given prior to the end of any subsequent year, a Participant may resume
participation in the Plan effective at any time after the beginning of the year
next following the date of such notice.  A Participant may, by like
notice in any year, cancel any payment election with respect to amounts deferred
to the Participant’s Account, and any such cancellation shall be accompanied by
a new payment election, pursuant to which payment cannot commence earlier than
the first day of the month next following the fifth anniversary of the date such
amounts otherwise would have been paid.  Any new payment election made
pursuant to this paragraph 5(a) shall become effective on the 12-month
anniversary of the date the election is made.

       

      
        
          
          

        

        
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      (b)  Except
as hereinabove provided in this paragraph 5, all elections under the Plan shall
be irrevocable.

      6.           Status of
Accounts.  Accounts established pursuant to the Plan shall
represent unsecured obligations of the Company to pay to the respective
Participants the amounts in such Accounts in accordance with the
Plan.  In no event shall any trust be created in favor of any
Participant, nor shall any Participant have any property interest in any Account
or in any other assets of the Company.  Accounts shall not be
assignable by Participants except as and to the extent provided in paragraph 4
above.

      7.           Plan Amendment or
Termination.  The Plan may be amended from time to time, and
may be terminated at any time, by resolution of the Board.  No such
amendments shall alter the date or dates for making payments in respect of
amounts theretofore credited to Accounts, and in case of such termination, the
Plan shall continue in full force and effect with respect to all amounts in
Accounts at the date of termination.

       

      
        
          
          

        

        
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      8.           Effective
Date.  The Plan shall become effective on the Distribution
Date.  The Plan is intended to be in compliance with Section 409A of
the Internal Revenue Code of 1986 (the “Code”) and the Final Treasury
Regulations issued thereunder.  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 provisions or terms of the
Plan.

       

       

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