Share-Based Compensation Plans

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

We have granted share-based awards to employees under the 2005 Equity Incentive Plan and the 2013 Equity Incentive Plan. These plans permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan also permits cash awards to eligible employees. The 2005 Plan was replaced by the 2013 Plan effective in February 2013. No further grants of awards will be made under the 2005 Plan.

We have granted deferred stock units to directors through the Non-Employee Directors’ Equity Plan. There are outstanding share-based awards granted to directors under plans that have expired, the Non-Employee Directors’ Stock Option Plan and the Directors’ Stock Accumulation Plan.

There are 3.3 million shares underlying share-based plans that are authorized, but not yet granted. Outstanding awards at December 31, 2015, include performance share units, market share units, restricted stock units, deferred stock units and stock options.

Compensation Expense

Compensation expense is measured using the fair-value-based method.

For employee and director awards considered equity grants, compensation expense is recognized from the grant date to the earlier of the retirement-eligible date or the vesting date.

The grant date for accounting purposes may be different than the date the award is granted to the employee. To establish a grant date for accounting purposes, the employee and the employer must have a mutual understanding of the important terms and conditions of the award. For awards considered liabilities and for equity awards that have not had a grant date established because a mutual understanding does not exist, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been rendered.

Compensation expense related to deferred stock units granted to directors prior to 2014 was recognized in its entirety at the grant date. For deferred stock units granted to directors in 2014, compensation expense is recognized either in its entirety at the grant date or over a one year vesting period if the director elects to receive the units in shares after one year. For deferred stock units granted to directors in 2015, compensation expense is recognized over a one year vesting period.

Compensation expenses are classified as selling, general and administrative expenses in the consolidated statements of operations. Compensation expenses for the last three years and the amount of unrecognized expense for awards outstanding at December 31, 2015, were as follows:



	Compensation Expense							Unrecognized Expense for Nonvested Awards at		Weighted-average No. of Years Unrecognized Expense to be Recognized
	Years Ended December 31,							Dec 31, 2015
(in millions except years)	2015			2014		2013

Performance Share Units	$	8.1		6.8		4.0		$	7.1	1.8
Market Share Units	2.3			1.6		1.8		1.4		2.0
Restricted Stock Units	3.2			6.0		3.1		2.8		1.5
Deferred Stock Units	0.5			0.6		0.5		0.2		0.4
Stock Options	—			2.3		0.5		—		0.0
Share-based payment expense	14.1			17.3		9.9
Income tax benefit	(4.6		)	(5.6	)	(3.4	)
Share-based payment expense, net of tax	$	9.5		11.7		6.5

Fair Value of Vested Awards

The fair value of shares vested in the last three years is as follows:



	Fair Value of Shares Vested^(a)
	Years Ended December 31,
(in millions)	2015	2014	2013

Restricted Stock Units	5.3	4.1	4.1
Deferred Stock Units	0.2	0.3	—
Stock Options	1.1	0.1	2.0
Total	6.6	4.5	6.1


(a)	No Performance Share Units and no Market Share Units had vested as of December 31, 2015. Intrinsic value for Stock Options.

Recoupment Policy Change in 2014

For certain awards granted since 2010, we concluded in the second quarter of 2014 that the employee and employer did not have a mutual understanding related to the application of a compensation recoupment policy that was established in 2010. As a result, we concluded that the service inception date preceded the grant date for equity awards outstanding at that time. Our recoupment policy was revised in July 2014 and, as a result, we concluded that certain outstanding awards have grant dates that reflect the date of the revision of the policy on July 11, 2014. Approximately 130 employees who received share-based awards were affected by the change in policy. As a result, we recognized $4.2 million of expense during the second quarter of 2014 for the cumulative effect of this accounting error.

Restricted Stock Units (“RSUs”)

We granted RSUs to senior executives and select employees in the last three years. RSUs are paid out in shares of Brink’s stock when the awards vest. For RSUs granted during the last three years, the units generally vest ratably in three equal annual installments. We measure the fair value of RSU grants based on the price of Brink’s stock, adjusted for a discount for awards that do not receive or accrue dividends. The weighted-average fair value per share at issuance date was $27.09 in 2015, $27.91 in 2014 and $26.17 in 2013. The weighted-average discount was approximately 3% in 2015, 2014 and 2013.

The following table summarizes RSU activity during 2015:



	Shares (in thousands)		Weighted-Average Grant Date Fair Value

Nonvested balance as of December 31, 2014	367.1		$	25.87
Activity from January 1 to December 31, 2015:
Granted	144.7		27.09
Forfeited	(57.2	)	26.05
Vested	(181.6	)	26.37
Nonvested balance as of December 31, 2015	273.0		$	26.16

Performance Share Units (“PSUs”)

We granted PSUs to senior executives and select employees in 2015, 2014 and 2013. PSUs typically vest over three years and are paid out in shares of Brink’s stock. The number of shares paid out ranges from 0% to 200% of an employee’s award, depending on the achievement of pre-established financial goals over the performance period, generally three years. Shares are not paid out if the financial results do not meet a pre-established threshold level of performance.

The number of shares paid out is also affected by Brink’s total shareholder return relative to the total return of a pre-established stock index over the performance period. The number of shares paid out is increased by 25% if Brink’s total shareholder return is at or above the 75^th percentile of the index’s total return. The number of shares paid out is reduced by 25% if Brink’s performance is at or below the 25^th percentile. The number of shares is not adjusted if Brink’s performance is between the 25^th and 75^th percentile.

Performance Goal Added in 2014 for the 2013 and 2014 PSU Grants. The performance goals for the 2013 and the 2014 PSU grants are based on consolidated operating profit over the performance period, which are adjusted for various items including corporate items, acquisition and dispositions, unusual or infrequently occurring events and foreign currency. In 2014, the Compensation and Benefits Committee of the Board of Directors approved a second performance goal for the PSU awards granted in 2013 and 2014 to reflect the change in currency exchange rate used to report the results of Venezuela because the rate changed significantly. After the conclusion of the performance period, the payout will be equal to the lower of the calculated payout under the two performance goals. Approximately 100 employees who received PSUs in 2013 and 2014 were affected by the change. No incremental compensation cost associated with the additional performance goal is expected to be recognized as the second goal is expected to be more difficult to achieve and, in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, we continue to recognize expense as calculated using the first performance goal.

The following table summarizes all PSU activity during 2015:



	Shares (in thousands)		Weighted-Average Grant Date Fair Value

Nonvested balance as of December 31, 2014	343.6		$	24.06
Activity from January 1 to December 31, 2015:
Granted	199.1		29.10
Forfeited	(39.3	)	25.69
Nonvested balance as of December 31, 2015	503.4		$	25.93

The majority of PSUs granted contain a market condition in addition to a performance condition. We measure the fair value of these PSUs at the grant date using a Monte Carlo simulation model.

A small portion of PSUs granted contain only performance conditions. We measure the fair value of these PSUs based on the price of Brink's stock at the grant date, as adjusted for a discount for dividends not received during the vesting period.

The following table provides the terms and weighted average assumptions used in the valuation of those PSUs containing a market condition:



Terms and Assumptions Used to Estimate Fair Value of PSUs	PSUs Granted in 2015			PSUs Granted in 2014		PSUs Granted in 2013
Date of Measurement	February 20, 2015^(a)			July 11, 2014^(b)		July 11, 2014^(b)

Terms of awards:
Performance period	Jan. 1, 2015 to			Jan. 1, 2014 to		April 1, 2013 to
	Dec. 31, 2017			Dec. 31, 2016		Dec. 31, 2015
Beginning average price of Brink’s common stock	$	23.19		33.29		27.59

Assumptions used to estimate fair value:
Expected dividend yield^(c)	—		%	—	%	—	%
Expected stock price volatility	30		%	32	%	28	%
Risk-free interest rate	1.0		%	0.7	%	0.3	%
Contractual term in years	2.8			2.5		1.5

Weighted-average fair value estimate per share	$	28.97		24.39		23.68


(a)	Represents the date awards were granted to employee.


(b)	Represents the date the recoupment policy was amended (see Recoupment Policy Change in 2014 above) and an additional goal was added (see 2014 Additional Performance Goal for the 2013 and 2014 PSU Grants above). The employees and employer are deemed to have a mutual understanding of the terms of the award at this date.


(c)	PSUs are not entitled to dividends during the performance period.

Market Share Units (“MSUs”)

We granted MSUs to senior executives in 2015, 2014 and 2013. MSUs are paid out in shares of Brink’s stock when an award vests. MSUs reward the achievement of the appreciation of Brink’s stock over the performance period (generally three years) at a rate of 0% to 150% of the initial target number of shares awarded. The multiplier to the initial target number of MSUs awarded is calculated as 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. If the price of Brink’s stock at the end of the performance period is less than 50% of the initial price, no payout for MSUs will occur.

We measure the fair value of MSUs at the grant date using a Monte Carlo simulation model. The following table provides the terms and the weighted average assumptions used in the valuation of the MSUs:



Terms and Assumptions Used to Estimate Fair Value of MSUs	MSUs Granted in 2015			MSUs Granted in 2014		MSUs Granted in 2013
Date of Measurement	February 20, 2015^(a)			July 11, 2014^(b)		July 11, 2014^(b)

Terms of awards:
Performance period	Jan. 1, 2015 to			Jan. 1, 2014 to		April 1, 2013 to
	Dec. 31, 2017			Dec. 31, 2016		Dec. 31, 2015
Beginning average price of Brink’s common stock	$	23.19		33.29		27.59

Assumptions used to estimate fair value:
Expected dividend yield^(c)	—		%	—	%	—	%
Expected stock price volatility	30		%	32	%	28	%
Risk-free interest rate	1		%	0.7	%	0.3	%
Contractual term in years	2.8			2.5		1.5

Weighted-average fair value estimate per share	$	30.37		23.34		27.30


(a)	Represents the date awards were granted to employee.


(b)	Represents the date the recoupment policy was amended (see Recoupment Policy Change in 2014 above). The employees and employer are deemed to have a mutual understanding of the terms of the award at this date.


(c)	MSUs are not entitled to dividends during the performance period.

The following table summarizes all MSU activity during 2015:



	Shares (in thousands)		Weighted-Average Grant Date Fair Value

Nonvested balance as of December 31, 2014	163.3		$	25.47
Activity from January 1 to December 31, 2015:
Granted	108.6		30.37
Forfeited	(13.1	)	27.86
Nonvested balance as of December 31, 2015	258.8		$	27.40

Stock Options

No stock options were granted in 2015, 2014 and 2013. Prior to 2013, we granted stock options to select senior executives and select employees. When vested, the option entitles the holder to purchase a specified number of shares of Brink’s stock at a price set at the date the options were granted. The option price for Brink’s stock options was equal to the market price of Brink’s stock on the award date. Stock options granted to employees have a maximum term of six years and options previously granted to directors have a maximum term of ten years.

Stock Option Activity

The table below summarizes the activity in all plans for options of our stock.



	Shares (in thousands)		Weighted-Average Grant Date Fair Value

Outstanding balance as of December 31, 2014	844.8		$	5.83
Activity from January 1 to December 31, 2015:
Forfeited or expired	(6.8	)	1.75
Exercised	(149.7	)	3.96
Outstanding balance as of December 31, 2015	688.3		$	6.28

The table below summarizes additional information related to all plans for options of our stock:



	Shares (in thousands)		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value^(a) (in millions)

Outstanding at December 31, 2014	844.8		$	25.88
Forfeited or expired	(6.8	)	28.32
Exercised	(149.7	)	25.20
Outstanding at December 31, 2015^(b)	688.3		26.01		1.8	$	2.8

Of the above, as of December 31, 2015:
Exercisable	688.3		$	26.01	1.8	$	2.8


(a)	The intrinsic value of a stock option is the difference between the market price of the shares underlying the option and the exercise price of the option. The market price at December 31, 2015 was $28.86.


(b)	There were 0.7 million shares of exercisable options with a weighted-average exercise price of $26.44 per share at December 31, 2014 and 1.2 million shares of exercisable options with a weighted-average exercise price of $30.92 per share at December 31, 2013.

Deferred Stock Units (“DSUs”)

We have granted DSUs to our directors. DSUs are paid out in shares of Brink’s stock. We measure the fair value of DSUs at the grant date, based on the price of Brink’s stock. The following table summarizes all DSU activity during 2015:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value

Nonvested balance as of December 31, 2014	28.3		$	24.70
Granted	21.4		32.79
Vested	(28.3	)	24.70
Nonvested balance as of December 31, 2015	21.4		$	32.79

The weighted-average grant-date fair value estimate per share for DSUs granted was $32.79 in 2015, $24.70 in 2014 and $26.80 in 2013.

Other Share-Based Compensation

We have a deferred compensation plan that allows participants to defer a portion of their compensation into stock units. Units may be redeemed by employees for an equal number of shares of Brink’s stock. Employee accounts held 302,041 units at December 31, 2015, and 292,221 units at December 31, 2014.

We have a stock accumulation plan for our non-employee directors that, prior to 2014, provided for awards of stock units. Directors’ accounts held 54,050 units at December 31, 2015, and 53,335 units at December 31, 2014.