Share-Based Compensation Plans

9 Months Ended

Sep. 30, 2013

Share-based compensation plans [Abstract]

Share-based compensation plans

Note 8 – Share-based compensation plans

We have share-based compensation plans to retain employees and non-employee directors and to more closely align their interests with those of our shareholders.

The 2005 Equity Incentive Plan (the “2005 Plan”) was replaced by the 2013 Equity Incentive Plan (the “2013 Plan”) effective in February 2013.

The 2013 Plan permits grants of stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, as well as other share-based and cash awards to eligible employees.

The 2005 Plan permitted grants of stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, and other share-based awards to eligible employees. No further grants of awards will be made under the 2005 Plan.

We provide share-based awards to directors through the Non-employee Directors' Equity Plan (the “Directors' Plan”). Only deferred stock units have been granted under the Directors' Plan to date.

Nonvested Share Activity
	Number of Shares					Weighted-Average
	2013	2005	Directors’			Grant-Date
(In thousands of shares, except per share amounts)	Plan	Plan	Plan	Total		Fair Value(a)
Balance as of December 31, 2012	-	407.9	23.0	430.9	$	23.19
Granted	492.4	-	19.2	511.6		26.04
Cancelled awards	(8.2)	(36.2)	-	(44.4)		23.85
Vested	-	(144.1)	(23.0)	(167.1)		23.09
Balance as of September 30, 2013	484.2	227.6	19.2	731.0	$	25.17

• For restricted stock units and deferred stock units granted under the 2005 Plan and the Directors' Plan, fair value was measured at the date of grant based on the average of the high and low per share quoted sales price of Brink's common stock, adjusted for a discount on units that do not receive or accrue dividends.For restricted stock units granted under the 2013 Plan, fair value was measured at the date of grant based on the closing per share quoted sales price ofBrink's common stock, adjusted for a discount on units that do not receive or accrue dividends. For performance share units and market share units granted under the 2013 Plan, fair value was measured based on a Monte-Carlo simulation pricing model.

During 2013, we granted:210,368 performance share units (weighted average grant date fair value of $26.22); 96,175 market share units (weighted average grant date fair value of $26.42); and 185,811 restricted stock units (weighted average grant date fair value of $25.57) under the 2013 Plan.

Performance share units reward the achievement of pre-established financial goals over the performance period (April 1, 2013, through December 31, 2015) and will be paid out in shares of Brink's common stock at a rate of 0 to 200% based on the achievement of the goals, with an additional +/- 25% multiplier that will be applied to the payout based on Brink's total shareholder return relative to companies in the S&P 500 index.

Market share units will be paid out in shares of Brink's common stock at the end of the performance period (April 1, 2013, through December 31, 2015) at a rate of 0 to 150%, calculated by multiplying the target award by the ratio of the price of Brink's stock at the end of the performance period divided by the price of Brink's stock at the beginning of the performance period. The stock pricesused in the calculation of the ratio will be the average closing price for the twenty days preceding each date.

Restricted stock units are settled in shares of the Brink's common stock, subject to vesting requirements.

No options have been granted in 2013. The fair value of the options granted during the nine months ended September 30, 2012 was calculated using the following estimated weighted-average assumptions:

				Nine Months
				Ended September 30,
Options Granted				2012
Number of shares underlying options, in thousands						389
Weighted-average exercise price per share			$			22.47
Assumptions used to estimate fair value
	Expected dividend yield
		Weighted-average(a):				1.8%
	Expected volatility(b):
		Weighted-average				40%
	Risk-free interest rate(c):
		Weighted-average				0.7%
		Range		0.4%	–	0.9%
	Expected term in years(d):
		Weighted-average				4.3
		Range		3.3	–	5.3
Weighted-average fair value estimates at grant date:
	In millions		$			2.5
	Fair value per share		$			6.30

• The expected dividend yield is the calculated yield on Brink's common stock at the time of the grant.
• The expected volatility was estimated after reviewing the historical volatility of our stock using daily close prices.
• The risk-free interest rate was based on U.S. Treasury debt yields at the time of the grant.
• The expected term of the options was based on our historical option exercise, expiration and post-vesting cancellation behaviors.