SERVICE (THE "DELAYED PAYMENT DATE").
IF
THE EXECUTIVE DIES DURING THE POSTPONEMENT PERIOD, THE AMOUNTS AND ENTITLEMENTS
DELAYED ON ACCOUNT OF SECTION 409A OF THE CODE SHALL BE PAID TO THE PERSONAL
REPRESENTATIVE OF HIS ESTATE ON THE FIRST TO OCCUR OF THE DELAYED PAYMENT DATE
OR 30 CALENDAR DAYS AFTER THE DATE OF THE EXECUTIVE'S DEATH.
(D)
SEPARATION FROM SERVICE.
DESPITE ANY CONTRARY PROVISION OF
THIS AGREEMENT, ANY REFERENCES TO TERMINATION OF EMPLOYMENT OR DATE OF
TERMINATION SHALL MEAN AND REFER TO THE DATE OF THE EXECUTIVE'S "SEPARATION FROM
SERVICE," AS THAT TERM IS DEFINED IN SECTION 409A OF THE CODE AND TREASURY
REGULATION SECTION 1.409A-1(H).
12.
MISCELLANEOUS.
THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF VIRGINIA, EXCEPT TO THE EXTENT GOVERNED BY FEDERAL
LAWS, AND SHALL BE CONSTRUED ACCORDING TO ITS FAIR
6
MEANING AND NOT FOR OR AGAINST ANY PARTY.
ANY DISPUTE BETWEEN THE PARTIES
HERETO ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE SUBJECT TO THE
DISPUTE RESOLUTION PROVISIONS OF THE EMPLOYMENT AGREEMENT.
IF ANY PROVISION
HEREOF IS UNENFORCEABLE, SUCH PROVISION SHALL BE FULLY SEVERABLE, AND THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH UNENFORCEABLE PROVISION HAD
NEVER COMPRISED A PART HEREOF, THE REMAINING PROVISIONS HEREOF SHALL REMAIN IN
FULL FORCE AND EFFECT, AND THE COURT CONSTRUING THE AGREEMENT SHALL ADD AS A
PART HEREOF A PROVISION AS SIMILAR IN TERMS AND EFFECT TO SUCH UNENFORCEABLE
PROVISION AS MAY BE ENFORCEABLE, IN LIEU OF THE UNENFORCEABLE PROVISION.
THE
CAPTIONS OF THIS AGREEMENT ARE NOT PART OF THE PROVISIONS HEREOF AND SHALL HAVE
NO FORCE OR EFFECT.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED OTHERWISE
THAN BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR THEIR RESPECTIVE
SUCCESSORS AND LEGAL REPRESENTATIVES.
AS USED IN THIS AGREEMENT, THE TERM (A)
"AFFILIATE" MEANS AN ENTITY CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL
WITH THE COMPANY, AND (B) "INCLUDING" DOES NOT LIMIT THE PRECEDING WORDS OR
TERMS.
IN WITNESS WHEREOF, THE EXECUTIVE HAS HEREUNTO SET HIS HAND AND THE BOARD OF
DIRECTORS OF THE COMPANY HAS CAUSED THIS AGREEMENT TO BE EXECUTED BY ITS DULY
AUTHORIZED REPRESENTATIVE, ALL AS OF THE DATE FIRST ABOVE WRITTEN.
/s/ Michael T. Dan
__________________________________
MICHAEL T. DAN
THE BRINK'S COMPANY
/s/ McAlister C. Marshall
__________________________________
By: McAlister C. Marshall
Title: Vice President
7
EXHIBIT A
This General Release of all Claims (this "Agreement") is entered into on _______
__, 201[1][2], by Michael T. Dan (the "Executive") and The Brink's Company, a
Virginia Corporation (the "Company").
In consideration of the payments and benefits set forth in the Succession
Agreement (the "Succession Agreement") between the Executive and the Company,
effective November 13, 2011 (the "Effective Date"), to which the Executive first
becomes legally entitled following the Effective Date, the Executive agrees as
follows:
1.
GENERAL RELEASE AND WAIVER OF CLAIMS.
(A)
RELEASE.
IN CONSIDERATION OF THE PAYMENTS AND BENEFITS
PROVIDED