ex10-4.htm


     

    
      Exhibit
10.4

       

    

     

    
      EXECUTION
COPY

      


      


       

      EMPLOYEE
MATTERS AGREEMENT

       

      THIS
EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as
of [     ], 2008, is by and between 

      THE
BRINK’S COMPANY, a Virginia corporation (“Brink’s”), and
BRINK’S HOME SECURITY HOLDINGS, INC., a 

      Virginia
corporation (“BHS”).  Capitalized
terms used herein and not otherwise defined shall have the respective meanings


      assigned
to them in the Separation and Distribution Agreement dated as of the date hereof
by and between Brink’s and BHS 

      (the
“Separation
Agreement”).

       

      R E C I T
A L S

       

      WHEREAS,
Brink’s and BHS are entering into the Separation Agreement concurrently
herewith, pursuant to which the existing businesses of Brink’s will be separated
into two independent businesses, and Brink’s will distribute to holders of
shares of Brink’s Common Stock the outstanding shares of BHS Common Stock owned
directly or indirectly by Brink’s; and

       

      WHEREAS,
Brink’s and BHS wish to set forth their agreements as to certain matters
regarding compensation and employee benefits matters.

       

      NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained in this Agreement, the Parties, intending to be legally bound, hereby
agree as follows:

       

      ARTICLE
I

       

      General

       

      SECTION
1.01.  General
Allocation of Assets and Liabilities for Existing
Plans.  Except as otherwise specifically provided herein, from
and after the Distribution, (a) Brink’s shall retain, or shall cause the
applicable other members of the Brink’s Group or its or their applicable
employee benefit plans to retain, sponsorship of, and all assets and Liabilities
arising out of or relating to, all employment, compensation and employee
benefits-related plans, programs, agreements and arrangements sponsored or
maintained by Brink’s or any of its Subsidiaries (other than BHS and its
Subsidiaries) immediately prior to the Distribution (collectively, the “Existing Brink’s Plans”) and (b) BHS
shall retain, or shall cause the applicable other members of the BHS Group or
its or their applicable employee benefit plans to retain, sponsorship of, and
all assets and Liabilities arising out of or relating to, all employment,
compensation and employee benefits-related plans, programs, agreements and
arrangements sponsored or maintained by BHS or any of its Subsidiaries
immediately prior to the Distribution (collectively, the “Existing BHS Plans”).

       

      SECTION
1.02.  Cessation of Participation in Brink’s
Plans.  Except as otherwise expressly provided herein, as of
the Distribution, each employee of BHS or any of its Subsidiaries (whether or
not on disability or any other leave of absence) immediately prior to the
Distribution (collectively, the “BHS
Employees”) shall immediately cease to participate actively in any
Existing Brink’s Plan.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      SECTION
1.03.  Adoption
of New BHS Plans.  Except as otherwise expressly provided
herein, as of the Distribution, BHS shall provide, or shall cause to be
provided, an appropriate level of compensation and employee benefits to the BHS
Employees under one or more newly adopted employee benefit plans and
arrangements.  Except as otherwise expressly provided herein, BHS
shall be solely responsible for all Liabilities arising out of or relating to
such plans and arrangements.

       

      ARTICLE
II

       

      Stock Options and Deferred
Stock Units

       

      SECTION
2.01.  Stock
Option Conversion.  (a)  Effective immediately upon
the Distribution, each option to purchase Brink’s Common Stock granted under The
Brink’s Company 1988 Stock Option Plan, The Brink’s Company 2005 Equity
Incentive Plan, The Brink’s Company Non-Employee Directors’ Equity Plan or The
Brink’s Company Non-Employee Directors’ Stock Option Plan (collectively, the
“Brink’s Stock
Plans”), whether vested or unvested, that is held, immediately prior to
the Distribution, by any (i) BHS Employee, (ii) former employee of BHS or
any of its Subsidiaries (other than any such individual who was employed
directly by Brink’s or any of its Subsidiaries (other than BHS or any of its
Subsidiaries) at any time following such individual’s most recent direct
employment with BHS or any of its Subsidiaries) (each such former employee, a
“Former BHS
Employee”) or (iii) non-employee member of the board of directors of
Brink’s who, in connection with the Distribution, ceases to be a member of the
board of directors of Brink’s and becomes a member of the board of directors of
BHS (each such director, a “Transferring
Director”, and each such option, a “Brink’s Stock
Option”) shall be converted into an option to acquire, on the same terms
and conditions as were applicable under such Brink’s Stock Option, the number of
shares of BHS Common Stock (rounded down to the nearest whole share) determined
by multiplying (A) the number of shares of Brink’s Common Stock subject to such
Brink’s Stock Option immediately prior to the Distribution for which such
Brink’s Stock Option shall not theretofore have been exercised by (B) the Option
Ratio (as defined below) (each, as so adjusted, a “Converted BHS Stock
Option”).  The exercise price per share of each Converted BHS
Stock Option shall be equal to the per share exercise price for the shares of
Brink’s Common Stock otherwise purchasable pursuant to the corresponding Brink’s
Stock Option divided by the Option Ratio, and rounded up to the nearest whole
cent.  The adjustments provided in this Section 2.01(a) with respect
to any Brink’s Stock Options, whether or not they are “incentive stock options”
as defined in Section 422 of the Code, are intended to be effected in a manner
that is consistent with Section 424(a) and Section 409A of the
Code.

       

      (b)  For
purposes of this Agreement, “Option Ratio” shall
mean a fraction, the numerator of which is the closing price per share of
Brink’s Common Stock on the NYSE Composite Transactions Tape trading with “due
bills” on the Distribution Date and the denominator of which is the closing
price per share of BHS Common Stock on the NYSE Composite Transactions Tape
trading on a “when issued” basis on the Distribution Date.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      (c)  Effective
immediately upon the Distribution, BHS shall assume the Converted BHS Stock
Options and all Liabilities related thereto under one or more new equity
incentive plans of BHS to be adopted by BHS prior to the
Distribution.

       

      SECTION
2.02.  Replacement of Deferred Stock
Units.  (a) Effective immediately upon the Distribution, each
deferred stock unit with respect to Brink’s Common Stock granted under The
Brink’s Company Non-Employee Directors’ Equity Plan that is held, immediately
prior to the Distribution, by any Transferring Director (each such deferred
stock unit, a “Brink’s Deferred Stock
Unit”) shall be forfeited pursuant to the terms of such Brink’s Deferred
Stock Unit and replaced by a deferred stock unit with respect to the number of
shares of BHS Common Stock (rounded down to the nearest whole share) determined
by multiplying (i) the number of shares of Brink’s Common Stock subject to such
Brink’s Deferred Stock Unit immediately prior to the Distribution by (ii) the
Option Ratio (each, as so adjusted, a “Replacement BHS Deferred Stock
Unit”).  Each Replacement BHS Deferred Stock Unit shall have
the same terms and conditions as were applicable under the corresponding Brink’s
Deferred Stock Unit.

       

      (b)  Effective
immediately upon the Distribution, BHS shall grant the Replacement BHS Deferred
Stock Units under one or more new equity incentive plans of BHS to be adopted by
BHS prior to the Distribution.

       

      SECTION
2.03.  Form
S-8.  As soon as reasonably practicable following the
Distribution, BHS shall prepare and file with the Commission a registration
statement on Form S-8 (or another appropriate form) registering a number of
shares of BHS Common Stock equal to the number of shares subject to the
Converted BHS Stock Options and the Replacement BHS Deferred Stock
Units.  Any such registration statement shall be kept effective (and
the current status of the prospectus or prospectuses required thereby shall be
maintained) as long as any Converted BHS Stock Options or Replacement BHS
Deferred Stock Units may remain outstanding.

       

      SECTION
2.04.  Notices.  As
soon as reasonably practicable following the Distribution, BHS shall deliver to
the holders of Converted BHS Stock Options and Replacement BHS Deferred Stock
Units appropriate notices setting forth such holders’ rights in respect thereof
and indicating that such Converted BHS Stock Options and Replacement BHS
Deferred Stock Units shall be assumed by BHS, in the case of the Converted BHS
Stock Options, or granted by BHS, in the case of the Replacement BHS Deferred
Stock Units, and shall be subject to the same terms and conditions as the
Brink’s Stock Options and Brink’s Deferred Stock Units they replace except as
expressly provided herein.

       

      SECTION
2.05.  Section
16.  The Parties shall take all reasonable steps as may be
required to cause the transactions contemplated by this Article II and any other
acquisitions of BHS equity securities (including derivative securities) or
dispositions of Brink’s equity securities (including derivative securities) in
connection with this Agreement or the Separation Agreement by each individual
who is a director or officer of Brink’s or BHS subject to Section 16 of the
Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange
Act.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

       

      ARTICLE
III

       

      U.S. Retirement and Deferred
Compensation Plans

       

      SECTION
3.01.  U.S. Defined
Benefit Pension Plans.  Brink’s shall retain, or shall cause
the applicable other members of the Brink’s Group or the applicable pension
plans of Brink’s or any such other members to retain, sponsorship of, and all
assets and Liabilities arising out of or relating to, The Brink’s Company
Pension-Retirement Plan and The Brink’s Company Pension Equalization Plan
(together, the “Brink’s Defined Benefit
Pension Plans”), and shall make, or cause to be made, payments to current
or former employees of the members of the BHS Group with vested rights
thereunder in accordance with the terms of the applicable plans as in effect
from time to time.  For purposes of the vesting provisions of the
Brink’s Defined Benefit Pension Plans, BHS Employees shall continue while
employed by any member of the BHS Group following the Distribution to be treated
as employees of a member of the Brink’s Group.

       

      SECTION
3.02.  U.S.
Tax-Qualified 401(k) Plan.  (a)  Effective no later
than the Distribution, BHS shall have in effect a defined contribution plan that
includes a qualified cash or deferred arrangement within the meaning of
Section 401(k) of the Code (the “BHS 401(k) Plan”)
that will provide benefits to BHS Employees and Former BHS Employees
participating in The Brink’s Company 401(k) Plan (the “Brink’s 401(k)
Plan”).  Each BHS Employee and Former BHS Employee
participating in the Brink’s 401(k) Plan immediately prior to the effectiveness
of the BHS 401(k) Plan shall become a participant in the BHS 401(k) Plan as of
such effectiveness.  BHS shall cause each BHS Employee to be credited
with all service accrued with Brink’s and its Subsidiaries prior to such
transfer for all purposes under the BHS 401(k) Plan.

       

      (b)  No
later than the Distribution, Brink’s shall cause to be transferred to the
BHS 401(k) Plan, and BHS shall cause the BHS 401(k) Plan to accept, an
amount equal to the account balances of all BHS Employees and Former BHS
Employees who are participants in the Brink’s 401(k) Plan.  Such
transfer shall include any promissory notes evidencing outstanding loan balances
under the Brink’s 401(k) Plan with respect to such account
balances.  Brink’s shall debit the account of each such individual
under the Brink’s 401(k) Plan by the amount transferred for the benefit of such
individual to the BHS 401(k) Plan, and BHS shall allocate the amounts
transferred to the BHS 401(k) Plan to the account of each such individual by
crediting such account with the amount debited from such individual’s account
under the Brink’s 401(k) Plan.  Following the foregoing transfer, BHS
and/or the BHS 

      401(k)
Plan shall assume all Liabilities of Brink’s, the Brink’s Group and their
respective Affiliates under the Brink’s 401(k) Plan with respect to all
participants in the Brink’s 401(k) Plan whose balances were transferred to the
BHS 401(k) Plan and their beneficiaries, and Brink’s, the Brink’s Group and
their respective Affiliates and the Brink’s 401(k) Plan shall have no
Liabilities to provide such participants with benefits under the Brink’s 401(k)
Plan following such transfer.  Brink’s and BHS shall use reasonable
efforts to minimize the duration of any “blackout period” imposed in connection
with the transfer of account balances from the Brink’s 401(k) Plan to the BHS
401(k) Plan.

       

      SECTION
3.03.  Director Non-Qualified
Deferred Compensation Plans.  Brink’s shall retain, or shall
cause the applicable other members of the Brink’s Group to retain, sponsorship
of, and all assets and Liabilities arising out of or relating to, The Brink’s
Company Directors’ Stock Accumulation Plan and The Brink’s Company Plan for
Deferral of Directors’ Fees, and shall make, or cause to be made, payments to
all participants in such plans, including those who are current or former
directors of BHS, in accordance with the terms of the applicable
plan.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      SECTION
3.04.  Employee Non-Qualified
Deferred Compensation Plans.  Effective immediately upon the
Distribution, BHS shall have in effect a deferred compensation plan (the “BHS Employee Deferred
Compensation Program”) that will provide benefits to BHS Employees and
Former BHS Employees previously participating in The Brink’s Company Key
Employees’ Deferred Compensation Program (the “Brink’s Employee Deferred
Compensation Program”).  Each BHS Employee and Former BHS
Employee participating in the Brink’s Employee Deferred Compensation Program on
the Distribution Date shall become a participant in the BHS Deferred
Compensation Program on the day immediately following the Distribution Date (the
“Ex-Dividend
Date”). BHS shall cause each BHS Employee and Former BHS Employee to be
credited with all service accrued with Brink’s and its Subsidiaries prior to the
Ex-Dividend Date for purposes of the vesting provisions of the BHS Employee
Deferred Compensation Program.  As of the Ex-Dividend Date, all cash
amounts deferred by BHS Employees and Former BHS Employees in the Brink’s
Employee Deferred Compensation Program not previously converted into units
credited to the notional accounts of such BHS Employees and Former BHS Employees
shall be converted into units pursuant to the terms of the Brink’s Employee
Deferred Compensation Program.  Immediately thereafter, BHS shall
assume and be solely responsible for all benefits of the BHS Employees and
Former BHS Employees under The Brink’s Employees Deferred Compensation Program
with respect to all units then standing to the credit of the notional accounts
of such BHS Employees and Former BHS Employees (“Converted Units”),
and the Converted Units shall be debited from such
accounts.  Concurrently therewith, BHS shall establish notional
accounts under the BHS Employee Deferred Compensation Program for each such BHS
Employee and Former BHS Employee and shall credit a number of units to the
account of each such BHS Employee and Former BHS Employee determined by
multiplying the number of Converted Units previously in such BHS Employee or
Former BHS Employee’s account in the Brink’s Employee Deferred Compensation
Program by the Option Ratio.  Following BHS’s assumption of benefits
pursuant to this Section 3.04, none of Brink’s, the Brink’s Group and their
respective Affiliates shall have any further Liability with respect to any
benefits assumed by BHS pursuant to this Section 3.04 and BHS shall indemnify
Brink’s, the Brink’s Group and their respective Affiliates from and against any
claims made by BHS Employees or Former BHS Employees or their dependents or
beneficiaries with respect to such benefits.

       

      ARTICLE
IV

       

      Cash Incentive
Plans

       

      SECTION
4.01.  Management Performance
Improvement Plan.  BHS shall assume all Liabilities with
respect to BHS Employees and BHS Former Employees pursuant to The Brink’s
Company Management Performance Improvement Plan (the “Brink’s MPIP”) as in
effect as of the Distribution Date that relate to any periods under the Brink’s
MPIP commencing prior to and ending after the Distribution Date (the “Applicable Performance
Periods”), and Brink’s, the Brink’s Group and their respective Affiliates
shall have no Liabilities to provide BHS Employees or BHS Former Employees with
benefits under the Brink’s MPIP with respect to the Applicable Performance
Periods.  BHS shall (a) establish an incentive plan (the “BHS MPIP”) for BHS
Employees and BHS Former Employees that will contain the same terms as the
Brink’s MPIP as in effect as of the Distribution Date with respect to the
Applicable Performance Periods and (b) at the times originally prescribed by the
Brink’s MPIP, make payments to the BHS Employees and Former BHS Employees with
respect to the Applicable Performance Periods in accordance with the terms of
the BHS MPIP.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

       

      SECTION
4.02.  Key
Employees Incentive Plan.  BHS shall assume all Liabilities
with respect to BHS Employees pursuant to The Brink’s Company Key Employees
Incentive Plan (the “Brink’s KEIP”) as in
effect as of the Distribution Date that relate to any periods under the Brink’s
KEIP commencing prior to and ending after the Distribution Date (the “Applicable Performance
Periods”), and Brink’s, the Brink’s Group and their respective Affiliates
shall have no Liabilities to provide BHS Employees with benefits under the
Brink’s KEIP with respect to the Applicable Performance Periods.  BHS
shall (a) establish an incentive plan (the “BHS KEIP”) for BHS
Employees that will contain the same terms as the Brink’s KEIP as in effect as
of the Distribution Date with respect to the Applicable Performance Periods and
(b) at the times originally prescribed by the Brink’s KEIP, make payments to the
BHS Employees with respect to the Applicable Performance Periods in accordance
with the terms of the BHS KEIP.

       

      ARTICLE V

       

      U.S. Welfare Benefits,
Severance Plan and Other Matters

       

      


      SECTION
5.01.  U.S.
Welfare Plans.  (a) No later than the Distribution, BHS shall
have in effect welfare benefit plans that provide an appropriate level of life
insurance, health care, dental care, accidental death and dismemberment
insurance, disability and other group welfare benefits (the “BHS Welfare Plans”) for BHS Employees
employed in the U.S. who immediately prior to the date such BHS Welfare Plans
are established (the “Welfare Plan
Transition Date”) are participants in the comparable Existing Brink’s
Plans (the “Brink’s Welfare
Plans”).  Brink’s and BHS agree that, to the extent reasonably
practicable, the BHS Welfare Plans shall provide to such BHS Employees coverage
that is comparable to the coverage that was provided to them under the
corresponding Brink’s Welfare Plans immediately prior to the Welfare Plan
Transition Date.  BHS shall, and shall cause its third-party insurance
providers to, (A) waive all limitations as to preexisting conditions, exclusions
and waiting periods and actively-at-work requirements with respect to
participation and coverage requirements applicable to such BHS Employees and
their dependents under the BHS Welfare Plans to the extent previously satisfied
under the applicable corresponding Brink’s Welfare Plan immediately prior to the
Welfare Plan Transition Date and (B) provide each such BHS Employee and his or
her eligible dependents with credit under BHS Welfare Plans for any co-payments
and deductibles paid under corresponding Brink’s Welfare Plans prior to the
Welfare Plan Transition Date in the calendar year in which the Welfare Plan
Transition Date occurs for purposes of satisfying any applicable deductible or
out-of-pocket requirements under any BHS Welfare Plans in which such BHS
Employees participate.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

       

      (b)  BHS
shall retain, or shall cause the applicable other members of the BHS Group or
the applicable BHS Welfare Plans to retain, responsibility for all claims for
welfare benefits incurred prior to, from and after the Distribution under the
Brink’s Welfare Plans and the BHS Welfare Plans by BHS Employees and their
dependents and beneficiaries.

       

      SECTION
5.02.  COBRA
and HIPAA.  BHS shall retain all liabilities and obligations to
BHS Employees and their eligible dependents, in respect of health insurance
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and
applicable state law.

       

      SECTION
5.03.  Cafeteria
Plan.  (a) No later than the Distribution, BHS shall have in
effect flexible spending reimbursement accounts under a cafeteria plan
qualifying under Section 125 of the Code (the “BHS Cafeteria
Plan”).  BHS agrees to cause the BHS Cafeteria Plan to accept a
spin-off from the Existing Brink’s Plan that qualifies under Section 125 of the
Code (the “Brink’s
Cafeteria Plan”) of the flexible spending reimbursement accounts of BHS
Employees who participate in the Brink’s Cafeteria Plan and to honor and
continue through December 31 of the year in which the Distribution occurs (the
“Distribution
Year”) the elections made by each such BHS Employee under the Brink’s
Cafeteria Plan in respect of such flexible spending reimbursement accounts that
are in effect immediately prior to the date of such spin-off (the “Cafeteria Plan Transition
Date”).  From and after the Cafeteria Plan Transition Date, BHS
shall retain or assume and be solely responsible for all claims by BHS Employees
under the Brink’s Cafeteria Plan, whether incurred prior to, on or after the
Cafeteria Plan Transition Date, that have not been paid in full as of the
Cafeteria Plan Transition Date.

       

      SECTION
5.04.  Severance
Plan.  No later than the Distribution, BHS shall establish a
severance plan (the “BHS Severance
Plan”) that will provide severance benefits to BHS Employees that are
substantially the same as those provided by The Brink’s Company Discretionary
Severance Plan to the BHS Employees immediately prior to the date the BHS
Severance Plan is established.

       

      ARTICLE VI

       

      Canada
Plans

       

      SECTION
6.01.  Canada Pension
Plans.  Brink’s Canada Limited shall freeze and wind-up all
defined benefit and defined contribution benefit entitlements with respect to
employees and former employees of BHS Canada who are participating in the
Retirement Plan for Brink’s Group Companies in Canada.  BHS Canada
shall provide a defined contribution or individual account arrangement for its
employees.

       

      SECTION
6.02.  Canada Employee Group
Benefits Plans.  (a) No later than the Distribution, BHS shall
have in effect employee group benefits plans that provide an appropriate level
of life insurance, health care, dental care, accidental death and dismemberment
insurance and other employee group benefits (the “BHS Canada Benefits
Plans”) for BHS Employees employed in Canada who immediately prior to the
date the BHS Canada Benefits Plans are established (the “Canada Benefits Plan
Transition Date”) are participants in the comparable Existing Brink’s
Plans (the “Brink’s
Canada Benefits Plans”).  Brink’s and BHS agree that, to the
extent reasonably practicable, the BHS Canada Benefits Plans shall provide to
such BHS Employees coverage that is comparable to the coverage that was provided
to them under the corresponding Brink’s Canada Benefits Plans immediately prior
to the Canada Benefits Plan Transition Date.  BHS shall, and shall
cause its third-party insurance providers to, (A) waive all limitations as to
preexisting conditions, exclusions and waiting periods and actively-at-work
requirements with respect to participation and coverage requirements applicable
to such BHS Employees and their dependents under the BHS Canada Benefits Plans
to the extent previously satisfied under the applicable corresponding Brink’s
Canada Benefits Plan immediately prior to the Canada Benefit Plan Transition
Date and (B) provide each such BHS Employee and his or her eligible dependents
with credit under BHS Canada Benefits Plans for any co-payments and deductibles
paid under corresponding Brink’s Canada Benefits Plans prior to the Canada
Benefits Plan Transition Date in the calendar year in which the Canada Benefits
Plan Transition Date occurs for purposes of satisfying any applicable deductible
or out-of-pocket requirements under any BHS Canada Benefits Plans in which such
BHS Employees participate.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

       

      (b)  BHS
shall retain, or shall cause the applicable other members of the BHS Group or
the applicable BHS Canada Benefits Plans to retain, responsibility for all
claims for employee benefits incurred prior to, from and after the Distribution
under the Brink’s Canada Benefits Plans and the BHS Canada Benefits Plans by BHS
Employees and their dependents and beneficiaries.

      


      ARTICLE VII

      


      Termination

       

      SECTION
7.01.  Termination.  This
Agreement may be terminated by Brink’s at any time, in its sole discretion,
prior to the Distribution Date.

       

      SECTION
7.02.  Effect of
Termination.  In the event of any termination of this Agreement
prior to the Distribution Date, neither Party (or any of its directors or
officers) shall have any Liability or further obligation to the other
Party.

       

      ARTICLE VIII

       

      Miscellaneous

       

      SECTION
8.01.  No
Third-Party Beneficiaries.  Without limiting the generality of
Section 11.04 of the Separation and Distribution Agreement, this Agreement is
solely for the benefit of the Parties, and no current or former director,
officer, employee or independent contractor of any member of the Brink’s Group
or any member of the BHS Group or any other individual associated therewith
(including any beneficiary or dependent thereof) shall be regarded for any
purpose as a third-party beneficiary of this Agreement, and no provision of this
Agreement shall create such rights in any such persons in respect of any
benefits that may be provided, directly or indirectly, under any benefit plan,
program, policy, agreement or arrangement of any member of the Brink’s Group or
any member of the BHS Group.  No provision of this Agreement shall
constitute a limitation on the rights to amend, modify or terminate any benefit
plans, programs, policies, agreements or arrangements of any member of the
Brink’s Group or any member of the BHS Group, and nothing herein shall be
construed as an amendment to any such benefit plan, program, policy, agreement
or arrangement.  No provision of this Agreement shall require any
member of the Brink’s Group or any member of the BHS Group to continue the
employment of any employee of any member of the Brink’s Group or any member of
the BHS Group for any specific period of time following the Distribution
Date.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

       

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

       

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

       

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

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

       

      IN
WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be
executed by their duly authorized representatives.

       

      


      
        	
                THE
      BRINK’S COMPANY,

              
	 	 
	
                by

              	 
      
	 
      	
                Name:                      

              
	 
      	
                Title:

              


      

      


      


      
        	
                BRINK’S
      HOME SECURITY HOLDINGS, INC.,

              
	 	 
	
                by

              	 
      
	 
      	
                Name:

              
	 
      	
                Title: