EXHIBIT 10(j)(ii)
AMENDMENT NO. 1
to
SEVERANCE AGREEMENT
dated ________________________
by and between
The Brink's Company (the "Company")
and _____________________
(the "Executive")
WHEREAS, the Company and the Executive entered into a severance agreement dated
as of _______________ (the "Agreement").
WHEREAS, the Company and the Executive desire to amend the Agreement as set
forth herein as a result of the requirements of Section 409A of the Internal
Revenue Code of 1986, and the regulations thereunder.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1.
Section 1 of the Agreement is hereby modified by deleting Section 1(e) in its
entirety and substituting the following new Section 1(e) in lieu thereof:
(e)
"Good Reason" means any of the following events that is not cured by the Company
within 30 days after written notice thereof from the Executive to the Company,
which written notice must be made within 90 days of the occurrence of the event:
(i)
without the Executive's express written consent, (A) the assignment to the
Executive of any duties materially inconsistent with the Executive's position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Section 3(i)(A) hereof, or (B) any
other action or inaction by the Company or its Affiliates which results in a
material diminution in such position, authority, duties or responsibilities;
(ii)
without the Executive's express written consent, the Company's requiring a
material change to Executive's work location as set forth in Section 3(i);
(iii)
any failure by the Company to comply with and satisfy Section 10(a); or
(iv)
any breach by the Company of any other material provision of this Agreement.
Notwithstanding the foregoing, "Good Reason" will cease to exist if the
Executive has not terminated employment within two years following the initial
occurrence of the event constituting Good Reason.
2.
Section 4 of the Agreement is hereby modified by:
1.
In Section 4(a)(i), replacing the words "the later of (I) 30 days after the Date
of Termination and (II) 10 business days after execution (without subsequent
revocation) by the Executive of the release required by Section 8(b) of this
Agreement, as defined herebelow," with "30 days after the Date of Termination
or, in the case of clauses (A)(2) and (B), 10 business days after execution
(without subsequent revocation) by the Executive of the release required by
Section 8(b) of this Agreement, as defined herebelow, if earlier,".
2.
Deleting Sections 4(a)(i)(A)(3) and 4(a)(i)(A)(4) in their entirety.
3.
Deleting from Section 4(a)(i)(A)(5) the words "in each case".
4.
Renumbering Section 4(a)(i)(A)(5) to 4(a)(i)(A)(3).
5.
In the parenthetical at the end of Section 4(a)(i)(A), replacing the words
"clauses (1) through (5)" with the words "clauses (1) through (3)".
6.
Adding the following clause at the end of Section 4(a)(iii):
"and further provided, however, that except as specifically permitted by Section
409A of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder ("Section 409A"),
the benefits provided to
the Executive under this Section 4(a)(iii) during any calendar year shall