THEIR RESPECTIVE
OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS AND AGENTS, IN THE FORM OF EXHIBIT
A HERETO (THE "RELEASE").
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR IN ANY
OTHER PLAN, POLICY, AGREEMENT OR ARRANGEMENT OF THE COMPANY TO THE CONTRARY,
WHETHER OR NOT THE EXECUTIVE IS A PARTY THERETO, IF THE EXECUTIVE (I) FAILS TO
EXECUTE AND DELIVER THE RELEASE TO THE COMPANY WITHIN SUCH 21-DAY PERIOD, OR
(II) REVOKES THE WAIVER OF AGE DISCRIMINATION CLAIMS CONTAINED IN THE RELEASE IN
ACCORDANCE WITH THE TERMS THEREOF, THE EXECUTIVE SHALL FORFEIT HIS RIGHT TO ANY
COMPENSATION OR BENEFITS, AND REPAY TO THE COMPANY ANY COMPENSATION OR BENEFITS
RECEIVED, TO WHICH HE WOULD NOT HAVE BEEN LEGALLY
4
ENTITLED HAD HE BEEN TERMINATED BY THE COMPANY WITHOUT CAUSE ON THE EFFECTIVE
DATE.
THE COMPANY REPRESENTS TO THE EXECUTIVE THAT, AS OF THE EFFECTIVE DATE,
NO INDEPENDENT MEMBER OF THE BOARD HAS ACTUAL KNOWLEDGE OF ANY "CLAIM" (AS
DEFINED IN THE RELEASE) AGAINST THE EXECUTIVE.
6.
PRESS RELEASE.
THE EXECUTIVE CONSENTS TO THE COMPANY'S
ISSUANCE OF THE PRESS RELEASE REGARDING HIS DEPARTURE WHICH IS ATTACHED HERETO
AS EXHIBIT B.
7.
NO MITIGATION; NO OFFSET.
IN NO EVENT SHALL THE EXECUTIVE
BE OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF
MITIGATION OF THE AMOUNTS PAYABLE TO THE EXECUTIVE UNDER ANY OF THE PROVISIONS
OF THIS AGREEMENT AND, SUCH AMOUNTS SHALL NOT BE REDUCED WHETHER OR NOT THE
EXECUTIVE OBTAINS OTHER EMPLOYMENT.
8.
TAX WITHHOLDING.
THE COMPANY SHALL BE ENTITLED TO WITHHOLD
FROM THE BENEFITS AND PAYMENTS DESCRIBED IN THIS AGREEMENT ALL INCOME AND
EMPLOYMENT TAXES REQUIRED TO BE WITHHELD BY APPLICABLE LAW.
9.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS OR OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN WHEN DELIVERED IN PERSON OR DEPOSITED IN THE UNITED STATES
MAIL, POSTAGE PREPAID, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE PARTY TO WHOM SUCH NOTICE IS BEING GIVEN AS FOLLOWS:
As to the Executive:
The Executive's last address on the books and
records of the Company
As to the Company:
The Brink's Company
1801 Bayberry Court, Suite 400
P.O. Box 18100
Richmond, Virginia 23226
Attention: General Counsel
Any party may change his or its address or the name of the person to whose
attention the notice or other communication shall be directed from time to time
by serving notice thereof upon the other party as provided in this Agreement.
10.
SUCCESSORS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
BE ENFORCEABLE BY THE EXECUTIVE'S LEGAL REPRESENTATIVES.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE COMPANY AND ITS SUCCESSORS AND
ASSIGNS. AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS
HEREINBEFORE DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS
AFORESAID AND THE COMPANY SHALL ENSURE THAT ANY SUCCESSOR ASSUMES AND AGREES TO
PERFORM THIS AGREEMENT BY OPERATION OF LAW, OR OTHERWISE.
11.
SECTION 409A.
(A)
GENERAL.
IT IS INTENDED THAT PAYMENTS AND