exhibit_10-3.htm


    
 

    
 

    EXHIBIT
10.3

     

    Notice
of Grant of Deferred Stock Units Award

     

    
      	
              Director

            	
              DSU
      Number:

            	
              «Award_Num»

            
	
              «Full_Name»

            	
              Plan:

            	
              «Plan»

            


    

    


    Effective
July 11, 2008, you have been granted an award of «Shares» deferred stock
units.

    Each
deferred stock unit represents a right to a future payment equal to one share of
The Brink’s Company common stock.  Such payment will be made in shares
of The Brink’s Company common stock.

    


    Subject
to the provisions of this Award Agreement and the Plan, you shall be entitled to
receive (and the Company shall deliver to you) on the first day that is more
than six months after your termination of service from the Board, the number of
Shares underlying this award.

    


    Additional
terms and conditions applying to this grant are contained on pages two through
four of this Award Agreement as well as within the official Plan
document.  Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Plan.

    
      


    

    


    By your
signature and the authorized Company signature below and on page four of this
Award Agreement, you and the Company agree that this award is granted under and
governed by the terms and conditions of The Brink’s Company Non-Employee
Directors’ Equity Plan, as well as this Award Agreement, all of which are
incorporated as a part of this document.

    
      


    

    


    
      	 
      	 
      	 
      
	
              The
      Brink’s Company

            	 
      	
              Date

            
	 
      	 
      	 
      
	
              Director

            	 
      	
              Date

            


    

     

    



    
      
         


      

      
        Page 1
(Company Copy)

        
          

        

      

      
         


      

    


    Deferred
Stock Units Award Agreement

    


    AWARD
AGREEMENT dated as of July 11, 2008 between The Brink’s Company, a Virginia
corporation (the “Company”), and the member of the board of directors of the
Company (the “Board”) identified on page one of this Award Agreement (the
“Director”).

    


    By
resolution dated on the date of this Award Agreement, the Board, acting pursuant
to The Brink’s Company Non-Employee Directors’ Equity Plan (the “Plan”), a copy
of which Plan has heretofore been furnished to the Director (who hereby
acknowledges receipt), granted to the Director a deferred stock units award as
set forth on page one of this Award Agreement.

    


    Accordingly,
the parties hereto agree as follows:

    


    1.      Subject
to all the terms and conditions of the Plan, the Director is granted the
deferred stock units award (the “Award”) as set forth on page one of this Award
Agreement.

    


    2.      Subject
to the Director’s satisfaction of vesting conditions described below, (unless
otherwise provided under the terms and conditions of the Plan or this Award
Agreement), the Director shall be entitled to receive (and the Company shall
deliver to the Director) on the first day that is more than six months after the
Director’s termination of service from the Board, the number of Shares
underlying this Award.

    


    3.      If
a cash dividend is paid on a Share while the Award remains outstanding, the
Director shall be entitled to receive at the time such cash dividend is paid, a
cash payment in an amount equivalent to the cash dividend on a Share with
respect to each Share covered by the outstanding
Award.  Notwithstanding the foregoing, if (i) the Company consummates
a spin-off transaction of Brink’s Home Security (a “BHS Spin-Off Transaction”)
while the Award remains outstanding and (ii) the BHS Spin-Off Transaction is
achieved by means of a dividend or other distribution with respect to a Share,
the Director shall not be entitled to receive a cash (or stock) payment in an
amount equivalent to such dividend or distribution on Shares covered by the
outstanding Award.  However, in the event of a BHS Spin-Off
Transaction and in lieu of a dividend equivalent payment with respect to each
Share covered by the outstanding Award, the Board shall equitably adjust in
accordance with Section 5(d) of the Plan at the time of the BHS Spin-Off
Transaction the number of deferred stock units subject to the outstanding Award;
provided that the Award
is not terminated under the provisions of paragraph 4 below.

    


    4.      The
Award shall be fully vested as of the earlier of July 11, 2009 or the Director’s
termination of service as a member of the Board; provided, however, that if
the Director’s service as a member of the Board ceases prior to July 11, 2009 as
a result of the Director’s termination from service on the Board and appointment
or election to the board of directors of the spun-off entity in connection with
the BHS Spin-Off Transaction (any such director, a “Spun-Off Entity Director”),
the Award shall not vest and shall


    
      
         


      

      
        Page 2
(Company Copy)

        
          

        

      

      
         


      

    

     

    instead
be cancelled and terminated without consideration as of the date of such
termination from service.  Each Spun-Off Entity Director will receive
an equity award of equivalent value in connection with his or her service on the
board of the spun-off entity.

    


    5.      Notwithstanding
anything to the contrary in paragraph 4 above, in the event of the occurrence of
a Change in Control, the Award will fully vest upon the Change in Control (to
the extent not already vested), provided, however, that notwithstanding Section
11(g) of the Plan, the Award will become payable only on the first day that is
more than six months after the Director’s termination of service from the
Board.

    


    6.      The
Shares underlying the Award, until and unless delivered to the Director, do not
represent an equity interest in the Company and carry no voting
rights.  The Director will not have any rights of a shareholder with
respect to the Shares underlying the Award until the Shares have been delivered
to the Director.

    


    7.      The
Award is not transferable by the Director otherwise than by will or by the laws
of descent and distribution.

    


    8.      All
other provisions contained in the Plan as in effect on the date of this Award
Agreement are incorporated in this Award Agreement by reference.  The
Board may amend the Plan at any time, provided that if such amendment shall
adversely affect the rights of a holder of an Award with respect to a previously
granted Award, the Award holder’s consent shall be required except to the extent
any such amendment is made to comply with any applicable law, stock exchange
rules and regulations or accounting or tax rules and
regulations.  This Award Agreement may at any time be amended by
mutual agreement of the Board (or a designee thereof) and the holder of the
Award.  Prior to a Change in Control of the Company, this Award
Agreement may be amended by the Company, and upon written notice by the Company,
given by registered or certified mail, to the holder of the Award of any such
amendment of this Award Agreement or of any amendment of the Plan adopted prior
to such a Change in Control, this Award Agreement shall be deemed to incorporate
the amendment to this Award Agreement or to the Plan specified in such notice,
unless such holder shall, within 30 days of the giving of such notice by the
Company, give written notice to the Company that such amendment is not accepted
by such holder, in which case the terms of this Award Agreement shall remain
unchanged.  Subject to any applicable provisions of the Company’s
bylaws or of the Plan, any applicable determinations, order, resolutions or
other actions of the Board shall be final, conclusive and binding on the Company
and the holder of the Award.

    


    9.      All
notices hereunder shall be in writing and (a) if to the Company, shall be
delivered personally to the Secretary of the Company or mailed to its principal
office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100
USA, to the attention of the Secretary, and (b) if to the Director, shall be
delivered personally or mailed to the Director at the address set forth
below.  Such addresses may be changed at any time by notice from one
party to the other.


    
      
         


      

      
        Page 3
(Company Copy)

        
          

        

      

      
         


      

    


    10.           This
Award Agreement shall bind and inure to the benefit of the parties hereto and
the successors and assigns of the Company and, to the extent provided in the
Plan, the legal representatives of the Director.

    
      


       

      


    

    IN
WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the
day and year first above written.

     

    


    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              The
      Brink’s Company

            	 
      	
              Date

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Director

            	 
      	
              Date

            
	 
      	 
      	 
      
	 
      	
              Street
      address, City, State & ZIP

               

            	 
      


    

    



    
      
         


      

      
        Page 4
(Company Copy)