EXHIBIT 10.1
Notice of Grant of Restricted
Stock Units Award Agreement
Effective
[grant date], you have been granted an award of [number] restricted
stock units. The initial value of this award is
$[value].
Each restricted
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 your
continued employment by the Company or one of its subsidiaries as
of the relevant settlement date (unless otherwise provided under
the terms and conditions of the Plan or this Award Agreement) you
shall be entitled to receive (and the Company shall deliver to you)
within 75 days following the relevant settlement date set forth
below, the number of Shares underlying this award scheduled to be
settled as of such date as set forth below:
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Shares
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Settlement
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[number]
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[Date]
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[number]
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[Date]
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[number]
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[Date]
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Additional
terms and conditions applying to this grant are contained on pages
two through five of this Award Agreement and the
Plan. 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
six 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 2005 Equity Incentive Plan as amended
(receipt of a copy of which is hereby acknowledged), as well as
this Award Agreement, all of which are incorporated as a part of
this document.
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The
Brink’s Company
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Date
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Employee
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Date
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Restricted Stock Units Award
Agreement
This AWARD
AGREEMENT dated as of [date], is between The Brink’s Company,
a Virginia corporation (the “Company”), and the
employee identified on page one of this Award Agreement (the
“Employee”), an employee of the Company or of a
subsidiary of the Company.
By resolution
dated on the date of this Award Agreement, the Compensation and
Benefits Committee (the “Committee”) of the
Company’s Board of Directors, acting pursuant to The
Brink’s Company 2005 Equity Incentive Plan as amended (the
“Plan”), a copy of which Plan has heretofore been
furnished to the Employee, as a matter of separate inducement and
agreement in connection with the employment of the Employee by the
Company or any of its subsidiaries, and not in lieu of any salary
or other compensation for the Employee’s services, granted to
the Employee a restricted 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 Employee is granted the restricted
stock units award (the “Award”) as set forth on page
one of this Award Agreement.
2. Subject to the Employee’s
continued employment by the Company or one of its subsidiaries as
of the relevant settlement date (unless otherwise provided under
the terms and conditions of the Plan or this Award Agreement), the
Employee shall be entitled to receive (and the Company shall
deliver to the Employee) within 75 days following the relevant
settlement date set forth on page one of this Award Agreement (or,
if applicable, within 75 days following the settlement date set
forth in paragraph 3(a) of this Award Agreement or Section 12(g) of
the Plan), the number of Shares underlying this Award scheduled to
be settled on such date as set forth on page one of this Award
Agreement (or such paragraph 3(a) or Section 12(g)).
3. If the Employee shall cease to be
an employee of the Company or an Affiliate:
(a) if
termination of employment is by reason of the Employee’s
death or permanent and total disability, any portion of the Award
as to which the settlement date has not theretofore occurred shall
be fully settled (and delivered subject to the time periods
specified in paragraph 2 above) as of the date of such termination
of employment;
(b) if
termination of employment is by reason of Retirement, as defined
below, any portion of the Award as to which the settlement date has
not theretofore occurred shall remain outstanding and be settled on
the applicable dates as specified in paragraph 2
of this Award
Agreement or Section 12(g) of the Plan (as supplemented by
paragraph 6 of this Award Agreement), as applicable;
(c) if
termination of employment is by reason other than as provided in
paragraph 3(a) or 3(b) above, any portion of the Award as to which
the settlement date has not theretofore occurred shall be canceled
as of the date of such termination of employment and shall have no
further force or effect.
(d) For
purposes hereof, “Retirement” shall mean the
termination of an Employee’s employment on or after the date
on which the Employee has (i) attained age 65 and completed at
least five years of service with the Company or any of its
Subsidiaries or (ii) attained age 55 and completed at least ten
years of service with the Company or any of its Subsidiaries;
provided that the Employee’s employment is not terminated for
Cause. &n
