exhibit_10-2.htm


      

     

            EXHIBIT 10.2

     

     

    


      The
Brink’s Company

      Richmond,
Virginia

      


      


      


      


      


      


      


      Pension
Equalization Plan

      as
Amended and Restated as of October 22, 2008

       

      
 

      


      


      


      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      


       

       

      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE
BRINK’S COMPANY

      


      PENSION
EQUALIZATION PLAN

       

      AS
AMENDED AND RESTATED

       

      AS OF
OCTOBER 22, 2008

       

      Introduction

       

      In August
1985 the Board of Directors of The Pittston Company (the “Company”) adopted a
Pension Equalization Plan (the “Equalization Plan”) to assure that the aggregate
pension benefits provided to employees covered by the Pension-Retirement Plan of
The Pittston Company and Its Subsidiaries (which Plan, as now in effect and as
hereafter amended, is hereinafter referred to as the “Pension Plan”) would not
be reduced as a result of limitations imposed under Section 415 of the Internal
Revenue Code of 1986, as amended (the “Code”).  At its meeting in July
1989, the Board determined that the Equalization Plan should be amended so as to
provide, among other things, for the payment thereunder of additional amounts
equal to the benefits that would have been payable under the Pension Plan in the
absence of the then applicable annual limit on compensation under Section
401(a)(17) of the Code.  Pursuant to the authority under the
Equalization Plan, on July 7, 1994, the Pension Committee further amended the
Equalization Plan (i) to reflect the lower annual limit imposed by the 1993
amendment of such Section 401(a)(17), and (ii) to assure that such aggregate
pension benefits will not be adversely affected by deferrals made pursuant to
the Key Employees’ Deferred Compensation Program of The Pittston Company as
originally approved by the shareholders of the Company on May 1, 1992, or as
subsequently amended (the “Deferral Program”).  On September 16, 1994,
the Equalization Plan was further amended so as to provide additional assurance
to Participants and their beneficiaries that benefits under the Equalization
Plan will be paid to them in the event of a Change in Control (as defined in the
trust agreement dated as of December 1, 1997 between the Company and The
Chase

       

      
        
          
          

        

        
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        Manhattan
Bank (National Association) as trustee (the “Trust Agreement”)).  On
December 1, 1997, the Pension Committee further amended the Equalization Plan to
add a lump-sum benefit payment option and to
reflect the fact that benefits under such plan will be paid from the trust
established and made irrevocable pursuant to the Trust
Agreement.  Effective January 1, 2005, the Equalization Plan is
amended to comply with the provisions of Code Section 409A and Treasury
Regulations issued thereunder.  Each provision and term of the
amendment should be interpreted accordingly, but if any provision or term of
such amendment would be prohibited by or be inconsistent with Code Section 409A
or would constitute a material modification to the Equalization Plan, then such
provision or term shall be deemed to be reformed to comply with Code Section
409A or be ineffective to the extent it results in a material modification to
the Equalization Plan, without affecting the remainder of such
amendment.  The amendments apply solely to amounts accrued on and
after January 1, 2005, and amounts that are not earned and vested as of such
date (the “Post-2004 Accrued Benefit”).  Amounts accrued prior to
January 1, 2005, that are earned and vested as of December 31, 2004 (the
“Pre-2005 Accrued Benefit”), shall remain subject to the terms of the
Equalization Plan as in effect prior to January 1, 2005.

         

      

      Benefits under the Pension Plan were
frozen effective December 31, 2005, and such action froze benefits under the
Equalization Plan.

       

      Effective July 16, 2007, the Board
replaced the Pension Committee under the Equalization Plan with the Oversight
Committee.

       

      As a result of the amendments and
action by the Board, the Equalization Plan will read in its entirety as
follows:

       

      1.        Definitions.  As
used herein:


      
        
           


        

        
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      “Benefit
Limitations”
means the limitations, if any, on benefits payable to or in respect of an
employee under the Pension Plan (i) pursuant to Section 415 or Section
401(a)(17) of the Code and any regulations promulgated with respect thereto or
(ii) resulting from any exclusion from Basic Earnings (as defined in the Pension
Plan) attributable to the deferral, pursuant to the Deferral Program, by such
employee of Cash Incentive Payments, Salary or Compensation (as each such term
is defined in the Deferral Program) otherwise payable currently.

       

             
“Participant” means any employee referred to in Section 2 hereof.

       

              
“Participating Company” means the Company and any subsidiary of the Company
which is a “participating company” under the Pension Plan, unless the Board
shall determine that such subsidiary shall not be a Participating Company
hereunder.

       

      Except as
herein otherwise provided, terms defined in the Pension Plan are used herein
with the meanings ascribed to them in said Plan.

       

      2.        Coverage.  The
Equalization Plan shall apply to or in respect of each employee of any
Participating Company whose benefits under the Pension Plan are limited by the
Benefit Limitations.

       

      3.        Benefits.  Supplementing
the benefits provided by the Pension Plan and subject to all terms and
conditions thereof not inconsistent herewith, each Participant and his
beneficiary or beneficiaries shall be paid under the Equalization Plan such
additional amounts as are equal to the benefits that would have been payable
under the Pension Plan in the absence of the Benefit Limitations
applicable to such Participant.

       

            
A Participant’s Pre-2005 Accrued Benefit payable under this Section 3 shall be
payable at the same time and in the same manner as the benefits payable to such
person under the Pension Plan; provided, however that, in
accordance with the following sentence, any Participant 

       

      
        
          
          

        

        
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        (employed
by the Company on either a full-time or part-time basis as of December 1, 1997)
or, in the event of the Participant’s death, his or her beneficiary, entitled to
benefits hereunder may elect to receive the Actuarial Equivalent of the benefits
due under this Equalization Plan in a lump sum.  In order to be
effective, such election must be filed with the Administrative Committee at
least one year prior to the later of (i) the effective date of retirement under
the Pension Plan or (ii) September 1, 1999.  In determining the amount
of the lump-sum benefit to be paid, Actuarial Equivalent shall have the same
meaning as under the Pension Plan; provided, however the interest rate used
shall be the annual rate on 30-year Treasury Securities as published by the
Commissioner of the Treasury for the month prior to the month in which the
distribution is made and the mortality table used to compute lump sum
distributions under the Pension Plan.

         

      

      A
Participant shall be entitled to make a special election with respect to the
form of his Post-2004 Accrued Benefit payable under the Equalization Plan
provided that such election is made no later than December 31, 2005.  A Participant
may elect to have such benefit paid in the form of a lump sum, a single life
annuity, a joint and 50% survivor annuity or a joint and 100% survivor annuity,
all of which shall be Actuarially Equivalent and determined using the actuarial
assumptions and methods described in and used for calculations in the Pension
Plan, and which (unless a lump sum is elected) shall be paid in substantially
equal monthly installments.  Any such election made in calendar year
2005 may not apply to payments made in calendar year 2005.  In
addition, to the extent that a Participant has in place an election to receive
his benefit in the form of a lump
sum in accordance with the provisions of the Equalization Plan as in effect on
December 31, 2004, and no election is made under this paragraph, then such prior
election shall be deemed to be an election to receive the Participant’s
Post-2004 Accrued Benefit in a lump sum.

       

       

      
        
          
          

        

        
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      The
following provisions shall apply with respect to a Participant’s Post-2004
Accrued Benefit to the extent a Participant (i) does not have a valid election
in effect in accordance with the preceding paragraph or (ii) chooses to change a
previous election.  A Participant may elect to have his Post-2004
Accrued Benefit under the Equalization Plan paid in the form of a lump sum, a
single life annuity, a joint and 50% survivor annuity or a joint and 100%
survivor annuity, all of which shall be Actuarially Equivalent and determined
using the actuarial assumptions and methods described in and used for
calculations by the Pension Plan, and which (unless a lump sum is elected) shall
be paid in substantially equal monthly installments.  A Participant
may make a subsequent election to change the form in which his Post-2004 Accrued
Benefit shall be paid by submitting a new election in writing to the
Administrative Committee.  Such election may not take effect until at
least twelve (12) months after the date on which the election is made and the
payment with respect to which such election is made must be deferred for a
period not less than five (5) years from the date the payment would otherwise be
made.  For purposes of this election, the payments under the annuity
forms of payment are deemed to be a single payment.

       

      Payment
of a Participant’s Post-2004 Accrued Benefit shall commence or be paid within 90
days of the first day of the month following the six-month anniversary of his
termination of employment from the Company.

       

      Unless
the Administrative Committee otherwise determines upon request of a Participant,
the beneficiary or beneficiaries of such Participant under the Pension Plan
shall also be his beneficiary or beneficiaries under the Equalization
Plan.


      4.           Administration.  The
Equalization Plan shall be administered by the Administrative Committee (subject
to such directions as the Oversight Committee may determine to be appropriate)
substantially in accordance with the comparable procedures and rules applicable
to 

       

      
        
          
          

        

        
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        the
Administrative Committee which administers the Pension Plan, including
establishing and maintaining a claims procedure (similar to the claims procedure
under the Pension Plan) pursuant to which any Participant or beneficiary under
the Equalization Plan whose claim for benefits under the Equalization Plan has
been denied shall be given (i) notice in writing of such denial, including the
reasons therefor, and (ii) a reasonable opportunity to have a full review of
such denial.  Notwithstanding any other provision of the Equalization
Plan the Administrative Committee shall have full authority (i) in its sole
discretion to determine the amounts payable under the Equalization Plan and the
time of any such payments so
as to conform with the intent as well as the terms of the Equalization Plan,
(ii) to construe any of the provisions of the Equalization Plan and (iii) to
adopt rules and regulations for the implementation of such provisions. 
The Oversight Committee shall establish investment policies and objectives
applicable to the assets of the Trust, which it may delegate to other persons as it deems
appropriate.

         

      

      5.        Amendment and
Termination.  The Equalization Plan may at any time be amended
or terminated by the Board or the Oversight Committee, provided that no such
amendment or termination of the Equalization Plan shall adversely affect the
benefits accrued or payable hereunder or under the Trust Agreement on account of
any Participant (or any beneficiary) in respect of service rendered prior to
such amendment or termination.  The Company’s Administrative Committee
may take any and all actions necessary to ensure that the applicable portions of
the Equalization Plan and the benefits accrued thereunder after December 31,
2004, satisfy the American Jobs Creation Act of 2004 and the regulatory guidance
promulgated thereunder, and may take all such actions retroactively,
notwithstanding any Equalization Plan provisions to the contrary, provided, however, that no such actions
may be effective before November 18, 2004.

       

      
        
          
          

        

        
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      6.        Assignability.  No
right to payment or any other interest under the Equalization Plan shall be
assignable or subject to attachment, execution or levy of any kind; provided
that a portion of the benefits of a Participant who is in pay status (or a
portion of the Equalization Plan’s death benefit) may be paid to a Participant’s
former spouse pursuant to the provisions of a domestic relations order governing
the division of marital assets, entered by a court of competent
jurisdiction.  Such order may not provide for a distribution of
benefits not otherwise provided for under the Equalization Plan.

       

      7.        No Employment
Rights.  Nothing in the Equalization Plan shall be construed as
giving any Participant the right to be retained in-the service of any
Participating Company or as interfering with the right of any such Company to
discharge any Participant at any time without regard to the effect which such
discharge shall have upon his rights or potential rights, if any, under the
Equalization Plan.

       

      8.        Funding.  The
obligations of any Participating Company under the Equalization Plan shall not
be funded in any manner for purposes of the Code or ERISA.  However,
it is intended that benefits will be paid from the trust established pursuant to
the Trust Agreement.  The establishment and funding of the trust
established under the Trust Agreement shall not be deemed to relieve the Company
of its obligations under the Equalization Plan to Participants and beneficiaries
except pro tanto to the extent that amounts in respect thereof are paid under
such Trust Agreement to such Participants and beneficiaries.  The
establishment and funding of such trust shall not of itself be deemed to
increase the amount of benefits to which any Participant or beneficiary shall
have become entitled under the Equalization Plan.

       

      9.        Enforceability.  In
addition to all other rights under applicable law, any individual who shall be a
Participant or beneficiary or the trustee under the Trust Agreement shall have
the 

       

      
        
          
          

        

        
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        right to
bring an action, either individually or on behalf of all Participants and
beneficiaries, to enforce the provisions of this Equalization Plan and/or the
Trust Agreement (including, but not limited to, enforcement of the funding
required under the Trust Agreement) by seeking injunctive relief and/or damages,
and the Company shall be obligated to pay or reimburse each such Participant or
beneficiary who shall prevail, or the Trustee under the Trust Agreement, whether
or not it prevails, in whole or in substantial part, for all reasonable
expenses, including attorney’s fees, in connection with such
action.

         

      

      
                10.     Agreements with
Participants.  The Company shall enter into an agreement with
each Participant incorporating the provisions of the Equalization Plan and
containing such other provisions, consistent with the
Equalization Plan, as may be mutually acceptable.

         

      

      11.     Successors.  The
Equalization Plan shall inure to the benefit of and be binding upon the Company
and its successors (including, without limitation, each person or group referred
to in the definition of Change in Control (in the Trust Agreement) and each
affiliate of such person or group).  Each such successor shall be
obligated to enter into an agreement with each Participant, in form and
substance satisfactory to such Participant, by which such successor shall
expressly assume and agree to perform its obligations under the Equalization
Plan in the same manner and to the same extent as the Company would be required
to perform if no succession had taken place.  The Company shall cause
each such successor to comply with its obligations to enter into such
agreement.

       

      12.      Governing
Law.  This Equalization Plan and all actions taken hereunder
shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia.

       


      
        
           


        

        
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