exhibit_10-1.htm


    
 

     

     

     

    
 

    EXHIBIT 10.1

    


    The
Brink’s Company

    Richmond,
Virginia

    


     

     

     

    
 

     

     

     

    
 

    


    


    


    


    


    


    Directors’
Stock Accumulation Plan

    as
Amended and Restated as of September 12, 2008

    


    


    


    


     

     

     

     

     

     

     

     

     

    
 

    


    


    


    


    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      TABLE OF
CONTENTS

       

      
 

      
        	 
      	 
      	
                                              
      Page

              
	
                 

              	
                 

              	
                 

              
	
                PREAMBLE 
      

              	 
      	
                    
          1

              
	 
      	 
      	 
      
	
                ARTICLE I

              	
                DEFINITIONS

              	
                3

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ARTICLE
      II

              	
                ADMINISTRATION

              	
                7

              
	 
      	 
      	 
      
	 
      	
                SECTION
      1

              	 
      	
                Authorized
      Shares

              	
                7

              
	 
      	 
      	 
      
	 
      	
                SECTION
      2

              	 
      	
                Administration

              	
                7

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ARTICLE
      III

              	
                PARTICIPATION

              	
                8

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ARTICLE
      IV

              	
                ALLOCATION

              	
                8

              
	 
      	 
      	 
      
	 
      	
                SECTION
      1

              	 
      	
                Initial
      Allocation

              	
                8

              
	 
      	 
      	 
      
	 
      	
                SECTION
      2

              	 
      	
                Additional
      Allocations

              	
                8

              
	 
      	 
      	 
      
	 
      	
                SECTION 3

              	 
      	
                Conversion
      of Existing Incentive Accounts to Brink's Units

              	
                9

              
	 
      	 
      	 
      
	 
      	
                SECTION
      4

              	 
      	
                Adjustments

              	
                9

              
	 
      	 
      	 
      
	 
      	
                SECTION
      5

              	 
      	
                Dividends
      and Distributions

              	
                9

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ARTICLE
      V

              	
                DISTRIBUTIONS

              	
                10

              
	 
      	 
      	 
      
	 
      	
                SECTION
      1

              	 
      	
                Entitlement
      to Benefits

              	
                10

              
	 
      	 
      	 
      
	 
      	
                SECTION
      2

              	 
      	
                Distribution
      of Shares

              	
                10

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ARTICLE
      VI

              	
                DESIGNATION
      OF BENEFICIARY

              	
                12

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	 
      
	
                ARTICLE
      VII

              	
                MISCELLANEOUS

              	
                14

              
	 
      	 
      	 
      
	 
      	
                SECTION
      1

              	 
      	
                Nontransferability
      of Benefits

              	
                14

              
	 
      	 
      	 
      
	 
      	
                SECTION
      2

              	 
      	
                Limitation
      of Rights of Non-Employee Director

              	
                14

              
	 
      	 
      	 
      
	 
      	
                SECTION
      3

              	 
      	
                Term,
      Amendment and Termination

              	
                14

              
	 
      	 
      	 
      
	 
      	
                SECTION
      4

              	 
      	
                Funding

              	
                15

              
	 
      	 
      	 
      
	 
      	
                SECTION
      5

              	 
      	
                Governing
      Law

              	
                15

              


      

      


      SCHEDULE
A


      
        
           


        

        
           


          
            

          

        

        
           


        

      




    


     

     

    The Brink’s Company
Directors' Stock Accumulation Plan

    As Amended and Restated as
of September
12, 2008

    


    PREAMBLE

     

     

    The
Brink’s Company Directors' Stock Accumulation Plan, effective June 1, 1996,
is designed to more closely align the interests of non-employee directors to the
long-term interests of The Brink’s Company and its shareholders. The Plan is
intended to replace the Pittston Retirement Plan for Non-Employee Directors
which was terminated as of May 31, 1996, with the consent of the
participants therein, and the benefits accrued thereunder as of May 31,
1996, were transferred to the Plan.

     

    Effective
January 14, 2000, the Plan was amended and restated to reflect the exchange
of .4848 of a share of Brink’s Common Stock for each outstanding share of
Pittston BAX Group Common Stock and .0817 of a share of Brink’s Common Stock for
each outstanding share of Pittston Minerals Group Common Stock.

     

    Effective
May 5, 2003, the Plan was amended and restated to reflect the Company’s name
change from “The Pittston Company” to “The Brink’s Company.”

     

    Effective
March 11, 2004, the Plan was amended and restated to increase the maximum number
of units that may be offered under the Plan, subject to the approval of the
Company’s shareholders, and to provide for a fixed term for the Plan, unless it
is extended by the Company’s shareholders.

     

    Effective January 1, 2005, the Plan was
amended to comply with the provisions of Code Section 409A and the Proposed
Treasury Regulations and other guidance, including transition rules and election
procedures, issued thereunder (together, “Code Section 409A”).

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


                Effective November
16, 2007 the Program was further amended to clarify certain provisions in
compliance with the Final Treasury Regulations issued under Code Section
409A.  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 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 Plan, without affecting the remainder
of such amendment.  The amendments apply solely to amounts allocated
on and after January 1, 2005, plus any amounts allocated prior to January 1,
2005, that are not earned and vested as of such date (plus earnings on such
amounts deferred).  Amounts allocated prior to January 1, 2005, that
are earned and vested as of December 31, 2004, including any earnings on such
amounts credited prior to, and on or after January 1, 2005, shall remain subject
to the terms of the Plan as in effect prior to January 1, 2005.

     

        Effective July 8,
2005, the Plan was amended to provide that all annual allocations to
Non-Employee Directors shall be equal to 50% of the annual retainer then in
effect.

     

        Effective November
16, 2007, the Plan was amended and restated to (i) revise the vesting schedule
set forth in Section 1 of Article V of the Plan and (ii) eliminate the
supplemental allocations to each Non-Employee Director’s Account in connection
with any increases in the annual retainer paid to the Non-Employee
Director.

     

    The Plan
continues to provide a portion of the overall compensation package of
participating directors in the form of deferred stock equivalent units which
will be distributed in the form of Brink’s Common Stock upon the occurrence of
certain events.

    


     

        


    
      
        
           


        

        
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    ARTICLE I

     

    Definitions

     

     

    Wherever
used in the Plan, the following terms shall have the meanings
indicated:

     

    Account:  The
account maintained by the Company for a Non-Employee Director to document the
amounts credited under the Plan and the Units into which such amounts shall be
converted. Effective January 1, 2005, the Company shall maintain a Pre-2005
Account and a Post-2004 Account for each Non-Employee Director participating in
the Plan.  A Non-Employee Director’s Pre-2005 Account shall document
the amounts allocated under the Plan by the Non-Employee Director and any other
amounts credited hereunder which are earned and vested prior to January 1,
2005.  A Non-Employee Director’s Post-2004 Account shall document the
amounts allocated under the Plan by the Non-Employee Director and any other
amounts credited hereunder on and after January 1, 2005, plus any amounts
allocated or credited prior to January 1, 2005, which are not earned or vested
as of December 31, 2004.  For the avoidance of doubt, all amounts
credited under the Plan to any Non-Employee Director who is a member of the
Board of Directors as of November 16, 2007 shall be deemed to be maintained in a
Post-2004 Account.

     

    BAX Exchange
Ratio:  The ratio whereby .4848 of a share of Brink’s
Stock was exchanged for each outstanding share of BAX Stock on the Exchange
Date.

     

    BAX
Stock:  Prior to the Exchange Date, Pittston BAX Group Common
Stock, par value $1.00 per share.

     

    BAX
Unit:  The equivalent of one share of BAX Stock credited to a
Non-Employee Director's Account.

     

    Board of
Directors:  The board of directors of the Company.

     

    Brink’s
Stock:  The Brink's Company Common Stock, par value $1.00 per
share.

     

    
      
        
        

      

      
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    Brink’s
Unit:  The equivalent of one share of Brink’s Stock credited to
a Non-Employee Director's Account.

     

    Change in
Control:  A Change in Control shall mean the occurrence
of:

    (a) (i)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the shares of Brink’s
Stock would be converted into cash, securities or other property other than a
consolida­tion or merger in which holders of the total voting power in the
election of directors of the Company of Brink’s Stock outstanding (exclusive of
shares held by the Company's affiliates) (the "Total Voting Power") immediately
prior to the consolidation or merger will have the same proportionate ownership
of the total voting power in the election of directors of the surviving
corporation immediately after the consolidation or merger, or (ii) any sale,
leases, exchange or other transfer (in one transaction or a series of
transactions) of all or substantially all the assets of the Company; provided, however, that with
respect to any Units (including any dividends or distributions credited with
respect thereto) credited to a Non-Employee Director under this Plan as of
November 16, 2007, a “Change in Control” shall be deemed to occur upon the
approval of the shareholders of the Company (or if such approval is not
required, the approval of the Board of Directors) of any of the
transactions set forth in clauses (i) or (ii) of this sub-paragraph
(a);

     

    (b) any
"person" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Act") other than the Company, its affiliates or an employee
benefit plan or trust maintained by the Company or its affiliates, shall become
the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly
or indirectly, of more than 20% of the Total Voting Power; or

    


     

    
       

      
        
          
          

        

        
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    (c) at
any time during a period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors shall cease for any
reason to constitute at least a majority thereof, unless the election by the
Company's shareholders of each new director during such two-year period was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such two-year period.

     

    Committee:  The
Administrative Committee of the Company.

     

    Company:  The
Brink’s Company.

     

    Disability:  The
Non-Employee Director is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months.

     

    Effective
Date:  June 1, 1996.

     

    Exchange:  The
exchange of Brink’s Stock for outstanding shares of BAX Stock and Minerals Stock
as of the Exchange Date.

     

    Exchange
Date:  January 14, 2000, the date as of which the Exchange
occurred.

     

    Initial
Allocation:  The amount set forth in
Schedule A.

     

    Minerals Exchange
Ratio:  The ratio whereby .0817 of a share of Brink’s Stock was
exchanged for each outstanding share of Minerals Stock on the Exchange
Date.

     

    Minerals
Stock:  Prior to the Exchange Date, Pittston Minerals Group
Common Stock, par value $1.00 per share.

     

    Minerals
Unit:  The equivalent of one share of Minerals Stock credited
to a Non-Employee Director's Account.

    


    
      
        
           


        

        
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    Non-Employee
Director:  Any member of the Board of Directors who is not an
employee of the Company or a Subsidiary.

     

    Plan:  The
Brink’s Company Directors' Stock Accumulation Plan as set forth herein and as
amended from time to time.

     

    Shares:  On
and after January 19, 1996, and prior to the Exchange Date, Brink’s Stock, BAX
Stock or Minerals Stock, as the case may be and on and after the Exchange Date,
Brink’s Stock.

     

    Subsidiary:  Any
corporation, whether or not incorporated in the United States of America, 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.

     

    Unit:  On
and after January 19, 1996, and prior to the Exchange Date, a Brink’s Unit, BAX
Unit or Minerals Unit, as the case may be, and on and after the Exchange Date, a
Brink’s Unit.

     

    Year of
Service:  Each consecutive 12-month period of service as a
Non-Employee Director, commencing on the date that a Non-Employee Director
commences service on the Board of Directors, including periods prior to the
Effective Date.  Years of Service prior to the Effective Date shall be
rounded to the nearest year.

     

     

     

    ARTICLE
II

     

    Administration

     

     

    SECTION
1.  Authorized
Shares.  The maximum number of Units that may be credited
hereunder from and after May 7, 2004 is 109,654 Brink’s Units.  The
number of Shares that may be issued or otherwise distributed hereunder will be
equal to the number of Units that may be credited hereunder.

     

     

    
      
        
        

      

      
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    In the
event of any change in the number of shares of Brink’s Stock outstanding by
reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination, or exchange of shares, split-up,
split-off, spin-off, liquidation or other similar change in capitalization, any
distribution to common shareholders other than cash dividends, a corresponding
adjustment shall be made to the number of shares that may be deemed issued under
the Plan by the Committee.  Such adjustment shall be conclusive and
binding for all purposes of the Plan.

     

    SECTION
2.  Administration.  The
Committee is authorized to construe the provisions of the Plan and to make all
determinations in connection with the administration of the Plan.  All
such determinations made by the Committee shall be final, conclusive and binding
on all parties, including Non-Employee Directors participating in the
Plan.

     

    All
authority of the Committee provided for in, or pursuant to, this Plan, may also
be exercised by the Board of Directors.  In the event of any conflict or
inconsistency between determinations, orders, resolutions or other actions of
the Committee and the Board of Directors taken in connection with this Plan, the
actions of the Board of Directors shall control.

     

     

    ARTICLE
III

     

    Participation

     

     

    Each
Non-Employee Director on the Effective Date shall be eligible to participate in
the Plan on such date.  Thereafter, each Non-Employee Director shall
be eligible to participate as of the date on which he becomes a Non-Employee
Director.

    


    


    
      
        
           


        

        
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    ARTICLE
IV

     

    Allocations

     

     

    SECTION
1.  Initial
Allocation.  As of
the Effective Date, an amount equal to the Initial Allocation was credited to
his or her Account.  The amount of each Non-Employee Director's
Initial Allocation was converted into Units in the following
proportions:  50% was converted into Brink’s Units, 30% was converted
into BAX Units and 20% was converted into Minerals Units.  The Units
were credited to each Non-Employee Director's Account as of June 3,
1996.  The number (computed to the second decimal place) of Units so
credited was determined by dividing the portion of the Initial Allocation for
each Non-Employee Director to be allocated to each class of Units by the average
of the high and low per share quoted sale prices of Brink’s Stock, BAX Stock or
Minerals Stock, as the case may be, as reported on the New York Stock
Exchange Composite Transaction Tape on June 3, 1996.

     

    SECTION
2.  Additional
Allocations.  As of each June 1, each Non-Employee
Director (including Non-Employee Directors elected to the Board of Directors
after the Effective Date) shall be entitled to an additional allocation to his
or her Account (which allocation shall be in addition to any retainer fees paid
in cash) equal to 50% of the annual retainer in effect for such Non-Employee
Director on such June 1.  For each calendar year after 1999, such
additional allocations shall be converted on the first trading day in June into
Brink’s Units.  The number (computed to the second decimal place) of
Brink’s Units so credited shall be determined by dividing the amount of the
additional allocation for each Non-Employee Director for the year by the average
of the high and low per share quoted sale prices of Brink’s Stock, as reported
on the New York Stock Exchange Composite Transaction Tape on the first trading
date in June.

    


    
      
        
           


        

        
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    SECTION
3.  Conversion of Existing
Incentive Accounts to Brink’s Units.  As of
the Exchange Date, all BAX Units and Minerals Units in a Non-Employee Director's
Account were converted into Brink’s Units by multiplying the number of BAX Units
and Minerals Units in the Non-Employee Director's Account by the BAX Exchange
Ratio or the Minerals Exchange Ratio, respectively.

     

    SECTION
4.  Adjustments. The
Committee shall determine such equitable adjustments in the Units credited to
each Account as may be appropriate to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination, or
exchange of shares, split-up, split-off, spin-off, liquidation or other similar
change in capitalization, or any distribution to common shareholders other than
cash dividends.

     

    SECTION
5.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Brink’s Stock, the Account of
each Non-Employee Director will be credited with an additional number of Brink’s
Units, equal to the number of shares of Brink’s Stock including fractional
shares (computed to the second decimal place), that could have been purchased
had such dividend or other distribution been paid to the Account on the payment
date for such dividend or distribution based on the number of Shares giving rise
to the dividend or distribution represented by Units in such Account as of such
date and assuming the amount of such dividend or value of such distribution had
been used to acquire additional Brink’s Units.  Such additional Units
shall be deemed to be purchased at the average of the high and low per share
quoted sale prices or the closing per share quoted sale price, if the Committee
so determines, of Brink’s Stock, as reported on the New York Stock Exchange
Composite Transaction Tape on the payment date for the dividend or other
distribution.  The value of any distribution will be determined by the
Committee.

     

     

    
      
        
        

      

      
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    ARTICLE
V

     

    Distributions

     

     

    SECTION
1.  Entitlement to
Benefits.  Each Non-Employee Director who received an Initial
Allocation of Units pursuant to Section 1 of Article IV of the Plan shall be
fully vested with respect to such Units (including any dividends or
distributions credited with respect thereto pursuant to Section 5 of Article IV
of the Plan).  Each Non-Employee Director who receives an allocation
of Units pursuant to Section 2 of Article IV of the Plan shall be fully vested
with respect to each such allocation of Units (including any dividends or
distributions credited with respect thereto pursuant to Section 5 of Article IV
of the Plan) on the one year anniversary of each respective allocation of Units,
or, if earlier, upon the Non-Employee Director’s termination of service or a
Change in Control.

     

    SECTION
2.  Distribution of
Shares.  Effective with respect to distributions from a
Non-Employee Director’s Pre-2005 Account, each Non-Employee Director who is
entitled to a distribution of Shares pursuant to Section 1 of this
Article V shall receive a distribution in Brink’s Stock, in respect of all
Brink’s Units standing to the credit of such Non-Employee Director's Account, in
a single lump-sum distribution as soon as practicable following his or her
termination of service as a Non-Employee Director; provided, however, that a
Non-Employee Director may elect, at least 12 months prior to his or her
termination of service, to receive distribution of the Shares represented by the
Units credited to his or her Account in substantially equal annual installments
(not more than 10) commencing on the first day of the month next following the
date of his or her termination of service (whether by death, disability,
retirement or otherwise) or as promptly as practicable
thereafter.  Such Non-Employee Director may at any

    


    
      
        
           


        

        
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    time
elect to change the manner of such payment, provided that any such election is
made at least 12 months in advance of his or her termination of service as a
Non-Employee Director.

     

    Effective with respect to distributions
from a Non-Employee Director’s Post-2004 Account, each Non-Employee Director
shall receive a distribution of such Account in Brink’s Stock in respect of all
Brink’s Units standing to the credit of such Non-Employee Director’s Account in
a single-lump sum distribution within 75 days following his or her termination
of service as a Non-Employee Director.  A Non-Employee Director may
elect, at least 12 months prior to his or her termination of service, to receive
a distribution of the Shares represented by the Units credited to his or her
Account in equal annual installments (not more than ten) commencing not earlier
than the last day of the month next following the fifth anniversary of the date
of his or her termination of service (whether by death, Disability, retirement
or otherwise) or as promptly as practicable thereafter.

     

    The
number of shares of Brink’s Stock to be included in each installment payment
shall be determined by multiplying the number of Brink’s Units in the
Non-Employee Director's Account (including any dividends or distributions
credited to such Account pursuant to Section 5 of Article IV of the
Plan whether before or after the initial installment payment date) as of the lst
day of the month preceding the initial installment payment and as of each
succeeding anniversary of such date by a fraction, the numerator or which is one
and the denominator of which is the number of remaining installments (including
the current installment).

     

    Any
fractional Units shall be converted to cash based on the average of the high and
low per share quoted sale prices of the Brink’s Stock as reported on the New
York Stock Exchange Composite Transaction Tape, on the last trading day of the
month preceding the month of distribution and shall be paid in
cash.

     

    


    
      
        
        

      

      
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    ARTICLE
VI

     

    Designation of
Beneficiary

     

     

    A
Non-Employee Director 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 Non-Employee Director'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 Non-Employee Director without the consent of any beneficiary.  If
the Non-Employee Director designates more than one beneficiary, any
distributions and payments to such beneficiaries shall be made in equal
percentages unless the Non-Employee Director has designated otherwise, in which
case the distributions and payments shall be made in the percentages designated
by the Non-Employee Director within 75 days following the date of
death.  If no beneficiary has been named by the Non-Employee Director
or no beneficiary survives the Non-Employee Director, the remaining Shares
(including fractional Shares) in the Non-Employee Director's Account shall be
distributed or paid in a single sum to the Non-Employee Director's estate within
75 days following the date of death.  In the event of a beneficiary's
death, the remaining installments will be paid to a contingent beneficiary, if
any, designated by the Non-Employee Director or, in the absence of a surviving
contingent beneficiary, the remaining Shares (including fractional Shares) shall
be distributed or paid to the primary beneficiary's estate in a single
distribution within 75 days following the date of the primary beneficiary’s
death.  All distributions shall be made in Shares except that
fractional shares shall be paid in cash.

    


    


    
      
        
           


        

        
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    ARTICLE
VII

     

    Miscellaneous

     

     

    SECTION
1.  Nontransferability of
Benefits.  Except as provided in Article VI, Units
credited to an Account shall not be transferable by a Non-Employee Director or
former Non-Employee Director (or his or her beneficiaries) other than by will or
the laws of descent and distribution or pursuant to a domestic relations
order.  No Non-Employee Director, no person claiming through a
Non-Employee Director, nor any other person shall have any right or interest
under the Plan, or in its continuance, in the payment of any amount or
distribution of any Shares under the Plan, unless and until all the provisions
of the Plan, any determination made by the Committee thereunder, and any
restrictions and limitations on the payment itself have been fully complied
with.  Except as provided in this Section 1, 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.

     

    SECTION
2.  Limitation on Rights of
Non-Employee Director.  Nothing in this Plan shall confer upon
any Non-Employee Director the right to be nominated for reelection to the Board
of Directors.  The right of a Non-Employee Director to receive any
Shares shall be no greater than the right of any unsecured general creditor of
the Company.

     

    SECTION
3.  Term,
Amendment and Termination.

    (a)           The
Plan shall terminate on May 15, 2014, unless the Company’s shareholders approve
its extension.

     

    
      
        
        

      

      
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    (b)           The
Corporate Governance and Nominating Committee of the Board of Directors may from
time to time amend any of the provisions of the Plan, or may at any time
terminate the Plan; provided, however, that the
allocation formulas included in Article IV may not be amended more than
once in any six-month period.  No amendment or termination shall
adversely affect any Units (or distributions in respect thereof) which shall
theretofore have been credited to any Non-Employee Director's Account without
the prior written consent of the Non-Employee Director.

     

    SECTION
4.  Funding.  The
Plan shall be unfunded.  Shares shall be acquired (a) from the
trustee under the Employee Benefits Trust Agreement made December 7, 1992,
as amended from time to time, (b) by purchases on the New York Stock
Exchange or (c) in such other manner, including acquisition of Brink’s
Stock, otherwise than on said Exchange, at such prices, in such amounts and at
such times as the Company in its sole discretion may determine.

     

    SECTION
5.  Governing
Law.  The Plan and all provisions thereof shall be construed
and administered according to the laws of the Commonwealth of
Virginia.

    


    
      
        
           


        

        
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    Schedule
A

    


    The Initial Allocation for each
Non-Employee Director shall be the amount set forth in a report prepared by
Foster Higgins dated February 7, 1996.

    


    


    
      
        
           


        

        
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