EXHIBIT 10(r)(iii)
AMENDMENT NO. 2
to
CHANGE IN CONTROL
AGREEMENT
dated December 1,
2006
by and between The Brink’s
Company
(the
“Company”)
and
Matthew A. Schumacher
(the
“Executive”)
WHEREAS, the Company and the Executive entered
into a change in control agreement dated as of December 1, 2006, as
amended by Amendment No. 1 thereto (the
“Agreement”).
WHEREAS, the Company and the Executive desire to
amend the Agreement further as set forth herein to extend the
Agreement for one year and 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:
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Section 1(d) of
the Agreement is hereby amended by replacing “January 1,
2009” with “January 1, 2010” at the end of clause
(iii) thereof.
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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:
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“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:
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without the
Executive’s express written consent, (A) the assignment to
the Executive of any duties materially inconsistent with the
Executive’s position, duties or responsibilities as
contemplated by Section 3(a) hereof, or (B) any material failure by
the Company to comply with any of the provisions of Section 3(b)
hereof;
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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(a)(i);
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any failure by
the Company to comply with and satisfy Section 9(a); or
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any breach by
the Company of any other material provision of this
Agreement.”
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Section 5 of
the Agreement is hereby modified by:
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Adding the
following clause at the end of Section 5(a)(iii):
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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 Sec
