ex10-8.htm


     

    Exhibit
10.8

     

    
 

    Brink’s Home Security Holdings, Inc.

    Irving,
Texas

    


    


    


    


    


    


    


    


    Management
Performance Improvement Plan

    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


    


    MANAGEMENT
PERFORMANCE IMPROVEMENT PLAN

    


    


    


    1.           Purpose.  The
purpose of the Plan, which provides for Performance Awards to be awarded to a
select group of management and highly compensated employees of the Company and
its Subsidiaries, is to promote the interests of the Company and its
Subsidiaries by linking financial incentives provided to such employees with
improvement in the Company’s financial results.

    


    2.           Administration.  The
Plan will be administered by a Committee composed of at least three members of
the Board each of whom shall qualify as (a) an “outside director” within
the meaning of Section 162(m) of the Code and (b) a “nonemployee
director” within the meaning of Rule 16b-3(b)(3)(i) promulgated under the
Securities Exchange Act of 1934, as amended.  Until determined
otherwise by the Board, the Compensation and Benefits Committee designated by
the Board shall be the Committee under this Plan.

    


    Subject to the express provisions of
the Plan, the Committee shall have plenary authority, in its discretion, to
administer the Plan and to exercise all powers and authority either specifically
granted to it under the Plan or necessary and advisable in the administration of
the Plan, including without limitation the authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
grant Performance Awards; to determine the terms, provisions and conditions of
all Performance Awards granted under the Plan (which need not be identical), the
individuals to whom and the time or times when Performance Awards shall be
granted, and the performance measures used to determine any payments of
Performance Awards; and to make all other necessary or advisable determinations
with respect to the Plan.  The determination of the Committee on such
matters shall be conclusive.

    


    3.           Participation.  The
Committee may select from time to time key employees of the Company and its
Subsidiaries to participate in the Plan who, in the opinion of the Committee,
have the capacity to contribute significantly to the successful performance of
the Company and its Subsidiaries.  An employee who is selected to be a
Participant for one Performance Measurement Period shall not have any rights to
be included as a Participant for subsequent Performance Measurement
Periods.

    


    4.           Performance
Awards.  (a) Performance Awards may be, but are not
required to be, granted annually.  Each Performance Award shall
provide that a Participant will be entitled to a cash payment following the
completion of a designated Performance Measurement Period (which shall be three
fiscal years of the Company), subject to the satisfaction of conditions set
forth in the Plan, and the achievement of certain goals established by the
Committee in connection with each Performance Award.  Cash payments to
which a Participant may be entitled following the conclusion of each Performance
Measurement Period shall be determined based on the satisfaction of one or more
of the following performance measures, as the Committee shall determine in the
case of each Performance Award: net income, operating income, return on assets,
revenue growth, total shareholder return, earnings per share, return on equity,
net revenue per employee, market share, return on capital and/or economic value
added (or equivalent metric), cash flow and/or free cash flow (before or after
dividends), and/or subscriber growth (on an average or period ending basis),
growth in monthly recurring revenue, growth in installments (on a gross or net
basis) or rate or number of disconnects (on a gross or net basis), with respect
to the Company, any Subsidiary and/or business unit of the Company or any
Subsidiary; each as determined in accordance with generally accepted accounting
principles, where applicable, as consistently applied by the Company and, if so
determined by the Committee prior to the expiration of the Performance
Measurement Period, adjusted, to the extent permitted under Section 162(m) of
the Code, to omit the effects of extraordinary items, the gain or loss on the
disposal of a business segment, unusual or infrequently occurring events and
transactions, accruals for awards under the Plan and cumulative effects of
changes in accounting principles.  Performance measures may vary from
Performance Measurement Period to Performance Measurement Period and from
Participant to Participant and may be established on a stand-alone basis, in
tandem or in the alternative.  The Committee shall determine and
establish in writing, with respect to each Performance Award, the performance
measures for each year of the Performance Measurement Period (including the
levels of performance measures that must be achieved to receive corresponding
levels of cash payments); provided, however, that minimum
performance measures for the full Performance Measurement Period (which
performance measures may be raised in subsequent years) shall be established in
writing no later than 90 days after the commencement of the Performance
Measurement Period.  Each Performance Award shall include a
(i) target level of performance measures which if satisfied will entitle a
Participant to 100% of a specified target dollar amount and (ii) maximum
payment (specified in dollars) which may not be greater than 200% of the target
dollar amount described in subparagraph (i).  The maximum incentive
payment any one Participant may be entitled to receive (whether or not deferred
as described in Section 4(c) below) for any one Performance Measurement
Period is $3,000,000.  Notwithstanding the foregoing, provided that no
Change of Control shall have occurred, the Committee may, in its discretion,
reduce any payment to which a Participant would otherwise be entitled by such
amount or percentage as the Committee deems appropriate.

     

     

     

     

    
      
        
        

      

      
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    (b)  A Performance Award
shall terminate for all purposes unless the Participant remains continuously
employed by the Company or a Subsidiary until the date established by the
Committee for payment of the Performance Award unless the termination is
(i) due to Retirement, Disability or death; (ii) approved by the Committee;
or (iii) subsequent to a Change in Control.  In the event a
Participant’s employment is terminated due to Retirement, Disability or death,
he or she (or, in the event of the Participant’s death, his or her beneficiary)
will be entitled to a prorated portion of the Performance Award to which he or
she would otherwise be entitled based on the portion of the Performance
Measurement Period (determined in completed months) during which he or she was
continuously employed by the Company or a Subsidiary and based on the extent to
which the performance goals were actually achieved as determined at the end of
the Performance Measurement Period.  In the event of a Participant’s
termination of employment for reasons other than Retirement, Disability or
death, the Committee may, but is not obligated to, authorize payment of an
amount up to the prorated amount that would be payable under the preceding
sentence, based on the extent to which the performance goals were actually
achieved as determined at the end of the Performance Measurement
Period.  In the event of a Change in Control, Performance Awards shall
be deemed to be earned at 150% of the specified target dollar amount described
in Section 4(a)(i) and shall be paid as soon as practicable following the
earlier of the Participant’s termination of employment after the Change in
Control or the end of the Performance Measurement Period during which the Change
in Control occurred, but, for Participants who are U.S. taxpayers, no later than
March 15th immediately following the end of the first calendar year in which
such Performance Award was earned and vested.

     

     

     

     

    
      
        
        

      

      
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    (c)  Participants entitled to
receive a Performance Award for a Performance Measurement Period will be
entitled to receive a lump-sum cash payment on a date selected by the Committee
following the end of the Performance Measurement Period (which, for Participants
who are U.S. taxpayers, shall be no later than March 15th immediately following
the end of the first calendar year in which such Performance Award was earned
and vested) provided that the performance measures are
met.  Notwithstanding the preceding sentence, Participants may elect
to defer the receipt of payment of a Performance Award under the Key Employees’
Deferred Compensation Program of the Company in accordance with the terms of
such plan.  Any payments made under this Plan shall be subject to all
applicable Federal, state or local taxes required by law to be
withheld.

    


    5.           Designation of
Beneficiary.  A Participant may designate, in a written
election filed with the Committee, a beneficiary or beneficiaries (which may be
an entity other than a natural person) to receive all distributions and payments
under the Plan after the Participant’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 Participant without the consent of any beneficiary (unless
otherwise required by law).  If the Participant designates more than
one beneficiary, any distributions and payments to such beneficiaries shall be
made in equal percentages unless the Participant has designated otherwise in
writing, in which case the distributions and payments shall be made in the
percentages designated by the Participant.  If no beneficiary has been
named by the Participant or no beneficiary survives the Participant, any amounts
due to the Participant shall be distributed or paid in a single sum to the
Participant’s estate.

    


    6.           Nonexclusive
Plan.  The adoption of the Plan shall not be construed as
creating any limitations on the power of the Company to adopt such other
incentive arrangements as it may deem desirable and such arrangements may be
either generally applicable or applicable only in specific cases.

    


    7.           Nonassignability.  No
Performance Awards may be trans­ferred, alienated or assigned other than by
will or by the laws of descent and distribution.

    


    8.           Amendment and
Termination.  The Board may amend or terminate this Plan at any
time without the approval of the Company’s shareholders.

    


    9.           Effectiveness of the
Plan.  The Plan shall become effective upon the consummation of
the distribution, on a pro rata basis, by The
Brink’s Company to the record holders of The Brink’s Company of all of the
outstanding shares of Company stock owned by The Brink’s Company on the date of
distribution.

     

     

     

     

    
      
        
        

      

      
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    10.         No Right to Continued
Employment.  Neither the adoption of the Plan nor any action of
the Board or Committee shall be deemed to give any officer or employee any right
to continued employment or any other rights other than to payments under a
Performance Award granted hereunder in accordance with the terms of such
award.

    


    11.         Governing
Law.  The Plan shall be construed and interpreted under the
laws of the Commonwealth of Virginia.

    


    12.         Definitions.  For
the purpose of this Plan, unless the context requires otherwise, the following
terms shall have the meanings indicated:

    


    (a)  “Board” means the
Board of Directors of the Company.

    


    (b)  “Change in Control”
shall have the meaning ascribed to such term under the Company’s 2008 Equity
Incentive Plan, as amended from time to time, or any successor to such plan,
provided, however, that
references to “Awards” therein shall be deemed to be references to “Performance
Awards” herein.

    


    (c)  “Code” means the
Internal Revenue Code of 1986, as amended.

    


    (d)  “Committee” means the
Compensation and Benefits Committee of the Company or any successor thereto
unless determined otherwise by the Board.

    


    (e)  “Company” means
Brink’s Home Security Holdings, Inc., a Virginia corporation.

    


    (f)   “Disability” means a
physical or mental incapacity which would entitle the Participant to benefits
under the Company’s long-term disability plan.

    


    (g)  “Participant” means an
employee who has been selected by the Committee to participate in the
Plan.

    


    (h)  “Performance Award”
means an incentive award made pursuant to the Plan.

    


    (i)   “Performance Measurement
Period” means a performance cycle of one or more fiscal years of the
Company.

    


    (j)   “Plan” means this
Management Performance Improvement Plan as amended from time to
time.

    


    (k)  “Retirement” means,
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.

     

     

     

     

    
      
        
        

      

      
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    (l)   “Subsidiary” means any
corporation 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.  “Subsidiaries” means more than one of any such
corporation.

    


     

     

     

     

     

     

     

     

     

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