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:
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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 (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;
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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(i);
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any failure by
the Company to comply with and satisfy Section 10(a); or
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any breach by
the Company of any other material provision of this
Agreement.
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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.
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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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Deleting
Sections 4(a)(i)(A)(3) and 4(a)(i)(A)(4) in their
entirety.
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Deleting from
Section 4(a)(i)(A)(5) the words “in each
case”.
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Renumbering
Section 4(a)(i)(A)(5) to 4(a)(i)(A)(3).
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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)”.
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Adding the
following clause at the end of Section 4(a)(iii):
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“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 not affect the benefits to be provided to the
Executive under this Section 4(a)(iii) 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
following clause at the end of Section 4(a)(vi):
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provided , however , that except as
specifically permitted by Section 409A, (A) the relocation benefits
provided to the Executive under this Section 4(a)(vi) during any
calendar year shall not aff
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