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EXHIBIT 10(n)(ii)
AMENDMENT NO. 1
to
SEVERANCE AGREEMENT
dated April 7,
2008
by and between
The Brink’s Company (the
“Company”)
and Michael J. Cazer
(the
“Executive”)
WHEREAS, the Company and the Executive entered
into a severance agreement dated as of April 7, 2008 (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:
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Section 4 of
the Agreement is hereby modified by:
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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,”.
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Adding the
following clause at the end of Section 4(a)(ii):
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“
provided , however , that except as specifically
permitted by Section 409A of the Code and the Treasury Regulations
promulgated thereunder (“Section 409A”), the
benefits provided to the Executive under this Section 4(a)(ii)
during any calendar year shall not affect the benefits to be
provided to the Executive under this Section 4(a)(ii) in any other
calendar year and the right to such benefits cannot be liquidated
or exchanged for any other benefit, in accordance with Treas. Reg.
Section 1.409A-3(i)(1)(iv) or any successor
thereto”.
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Adding the
words “in a lump sum in cash within 30 days after the Date of
Termination” after “Accrued Obligations” in
Sections 4(b)(i) and 4(c) and after “Date of
Termination” in Section 4(c)(x).
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Section 8(a) of
the Agreement is hereby modified by:
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Adding the
words “prior to the tenth anniversary of the end of the
Employment Period” after “incur” in the last
sentence thereof.
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Adding the
following sentences after the last sentence thereof:
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“Except
as specifically permitted by Section 409A, the legal fees provided
to the Executive under this Section 8 during any calendar year
shall not affect the legal fees to be provided to the Executive
under this Section 8 in any other calendar year and the right to
such legal fees cannot be liquidated or exchanged for any other
benefit, in accordance with Treas. Reg. Section
1.409A-3(i)(1
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