8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 27, 2013 (February 21, 2013)

THE BRINK’S COMPANY

(Exact name of registrant as specified in its charter)

Virginia	001-09148	54-1317776
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Bayberry Court

P. O. Box 18100

Richmond, VA 23226-8100

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (804) 289-9600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Long-Term Incentive Program

On February 21, 2013, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of The Brink’s Company (the “Company”) approved changes to the Company’s long-term incentive program. Under the former long-term incentive program that was effective through 2012, participants (including the named executive officers) were eligible to receive restricted stock units (RSUs), stock options, and awards under the Company’s Management Performance Improvement Plan (MPIP), which rewards the achievement of pre-established financial performance goals over a three-year period with cash payouts at the end of the performance period. As detailed below, the Company has transitioned to a stock-based long-term incentive program which the Committee believes further aligns the performance of the Company’s executives with the long term interests of the Company’s shareholders. As a result of these changes, the Committee does not expect to make any new awards under the MPIP.

Beginning in 2013, participants (including each of the named executive officers that are currently employed by the Company) are now eligible to receive RSUs, performance share units (PSUs) and market share units (MSUs). The Committee will determine target long-term incentive award amounts for each participant at the beginning of the performance period (typically three years) and approve grants of RSUs, PSUs and MSUs based on the stock price at the time of the grant. PSUs reward the achievement of pre-established financial goals over the performance period and will be paid out at the end of the performance period in shares of the Company’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 the Company’s total shareholder return (“TSR”) relative to companies in the S&P 500 index. MSUs will be paid out in shares of the Company’s common stock at the end of the performance period at a rate of 0 to 150%, calculated by multiplying the target award by the share price at the end of performance period divided by the share price at the beginning of the performance period.

It is the Committee’s intention that PSU and MSU awards be considered qualified performance-based compensation under Section 162(m) of the Internal Revenue Code (“Code”) and the Committee intends to set threshold levels of performance for PSUs and MSUs below which payments will not be made. The rules and regulations promulgated under Section 162(m) of the Code are complicated and therefore PSU and MSU awards may not be treated by the Internal Revenue Service as qualified performance-based compensation under Section 162(m) of the Code and/or deductible by the Company.

Change in Control Agreements

On February 24, 2013, Thomas C. Schievelbein, Chairman of the Board, President and Chief Executive Officer; Joseph W. Dziedzic, Vice President and Chief Financial Officer; and McAlister C. Marshall, II, Vice President, General Counsel and Secretary (each, an “Executive”) entered into Change in Control Agreements (the “Agreements”) with the Company, which replaced prior change in control agreements for each Executive that expired in February 2013.

Under the terms of the Agreements, if a change in control (as defined in the Agreements) occurs and the Executive remains employed by the Company, the Executive will receive annual compensation equal to the sum of (1) a salary not less than the annualized salary in effect immediately before the date the change in control occurred, plus (2) a bonus not less than the average amount of the Executive’s annual bonus award under the Company’s Key Employees Incentive Plan or any substitute or successor plan for the last three full calendar years preceding the date the change in control occurred (the “Average Annual Bonus”).

2

The Agreements provide for certain payments and benefits upon termination following a change in control (“double-trigger”). Under the terms of the Agreements, if a change in control occurs and the Company terminates the Executive’s employment other than for cause (as defined in the Agreements), death or incapacity (as defined in the Agreements) or the Executive terminates employment for good reason (as defined in the Agreements) during the two years following the date of the change in control, the Company will make a lump sum cash payment to the Executive consisting of the aggregate of the following amounts:

• the sum of: (1) the Executive’s currently effective annual base salary through the date of termination to the extent not already paid, (2) any bonus or incentive compensation for a performance period ended prior to the date of termination, but not paid as of the date of termination, (3) the Executive’s Average Annual Bonus prorated based on the number of days worked in the year of termination, and (4) any accrued vacation pay, in each case to the extent not already paid or credited; and

• an amount equal to two times the sum of the Executive’s annual base salary and Average Annual Bonus.

In the event of a change in control, the Executive would also be entitled to other payments for medical and dental benefits and outplacement services as set forth in the Agreements. The Agreements do not provide for any excise tax gross-ups. The Agreements will terminate on February 24, 2015, if a change in control has not occurred before that date.

The foregoing description of the Agreements is not complete and is qualified in its entirety by reference to the form of Change in Control Agreement which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Rokosz Consulting Agreement

On February 26, 2013, Brink’s, Incorporated, the Company’s wholly-owned subsidiary, entered into a consulting agreement with the Company’s Vice President—International, Ronald F. Rokosz (the “Consulting Agreement”), who in October 2012 announced his intention to retire from the Company during the first quarter of 2013. Under the terms of the Consulting Agreement, Mr. Rokosz will perform reasonable advisory and consulting services requested by the Chief Executive Officer or Chief Financial Officer of the Company, primarily focusing on providing advice to the Company regarding operational, information technology and other issues, as well as assisting with the transition of the new Chief Information Officer and/or other new positions.

The term of the Consulting Agreement commences on March 2, 2013, the effective date of Mr. Rokosz’s retirement, and continues until December 31, 2013; however, Mr. Rokosz may terminate the Consulting Agreement upon 90 days written notice to the Company. The Company will pay Mr. Rokosz a monthly fee of $15,000. In addition, the Company will reimburse Mr. Rokosz for his reasonable expenses incurred in connection with the performance of his duties under the Consulting Agreement. The Consulting Agreement also contains customary non-competition, non-solicitation, release of legal claims, confidentiality and work made for hire obligations.

The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the entire Consulting Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Form of Change in Control Agreement.
10.2	Consulting Agreement, dated February 26, 2013, between Brink’s, Incorporated and Ronald F. Rokosz.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE BRINK’S COMPANY
	(Registrant)
Date: February 27, 2013	By:	/s/ McAlister C. Marshall, II
		McAlister C. Marshall, II Vice President

4

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
10.1	Form of Change in Control Agreement.
10.2	Consulting Agreement, dated February 26, 2013, between Brink’s, Incorporated and Ronald F. Rokosz.

5

EX-10.1

Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

dated as February     , 2013

between The Brink’s Company,

a Virginia corporation (the “Company”),

and                             (the “Executive”).

The Company and the Executive agree as follows:

SECTION 1. Definitions. As used in this Agreement:

(a) “Affiliate” has the meaning ascribed thereto in Rule 12b-2 pursuant to the Securities Exchange Act of 1934, as amended (the “Act”).

(b) “Affiliated Company” means any company controlled by, controlling or under common control with the Company.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means (i) embezzlement, theft or misappropriation by the Executive of any property of the Company, (ii) the Executive’s willful breach of any fiduciary duty to the Company, (iii) the Executive’s willful failure or refusal to comply with laws or regulations applicable to the Company and its business or the policies of the Company governing the conduct of its employees, (iv) the Executive’s gross incompetence in the performance of the Executive’s job duties, (v) commission by the Executive of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (vi) the failure of the Executive to perform duties consistent with a commercially reasonable standard of care or (vii) any gross negligence or willful misconduct of the Executive resulting in a loss to the Company.

For purposes of this Section 1(d), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the Affiliated Companies and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”) or (B) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (1) reasonable notice to the Executive setting forth the reasons for the Company’s intention to terminate for Cause, (2) an opportunity for the Executive, together with his or her counsel, to be heard before the Applicable Board, and (3) delivery to the Executive of a Notice of Termination (as defined in Section 4(d)) from the Applicable Board finding that in the good

1

faith opinion of three-quarters (3/4) or more of the Applicable Board (excluding the Executive, if the Executive is a member of the Applicable Board), the Executive acted in a manner described in one or more of clauses (i) through (vii) above, and specifying the particulars thereof in detail.

(e) A “Change in Control” shall be deemed to occur (1) upon (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the shares of all classes of the Company’s Common Stock would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the Company of all classes of Common Stock outstanding (exclusive of shares held by the Company’s Affiliates) (the “Total Voting Power”) immediately prior to the consolidation or merger will have the same proportionate ownership of the Total Voting Power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company, (2) when any “person” (as defined in Section 13(d) of the Act, a “Person”), other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its Affiliates, shall become the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power or (3) if at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board (the “Incumbent Board”) shall cease for any reason to constitute at least a majority thereof; provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(f) “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:

(i) (A) without the Executive’s express written consent, 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(a) hereof, or (B) any other action by the Company or its Affiliates which results in a material diminution in such position, authorities, duties or responsibilities; or

2

(ii) without the Executive’s express written consent, the Company’s requiring a change to Executive’s work location as set forth in Section 3(a)(i), which change increases the distance of the Executive’s commute from his principal residence at the time of such change; or

(iii) any material breach of, or failure by the Company to comply with, the provisions of this Agreement, including, without limitation, Sections 3(b) and 10(a).

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.

(g) “Incapacity” means any physical or mental illness or disability of the Executive which continues for a period of six consecutive months or more and which at any time after such six-month period a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative determines renders the Executive incapable of performing his or her duties during the remainder of the Employment Period.

(h) “Operative Date” means the date on which a Change in Control shall have occurred.

SECTION 2. Employment Period. The Company hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Operative Date and ending on the second anniversary of such date (the “Employment Period”); provided, however, that, during the Employment Period, the Executive shall have the right to terminate his or her employment for any reason, or for no reason at all, whereupon the Employment Period shall terminate effective as of the date of such termination of employment.

SECTION 3. Terms of Employment. (a) Position and Duties. (i) During the Employment Period: (A) the Executive’s position (including status, offices, titles, reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately prior to the Operative Date, and (B) the Executive’s services shall be performed at a location that is within 25 miles of the location at which the Executive was based on the Operative Date, and the Company shall not require the Executive to travel on Company business to a substantially greater extent than required immediately before the Operative Date, except for travel and temporary assignments which are reasonably required for the full discharge of the Executive’s responsibilities and which are consistent with the Executive’s primary work location hereunder.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. All such services as an employee or officer will be subject to the direction and control of the Chief Executive Officer of the Company or of an appropriate senior official designated by the Chief Executive Officer (or, in the event of the Chief Executive Officer’s incapacity without such a designation, the Board).

3

(b) Compensation. (i) Salary and Bonus. During the Employment Period the Executive will receive compensation at an annual rate equal to the sum of (A) a salary (the “Annual Base Salary”) not less than the Executive’s annualized salary in effect immediately prior to the Operative Date, plus (B) an annual bonus not less than the amount of the Executive’s Average Annual Bonus (as defined below).

For purposes of this Agreement, “Average Annual Bonus” shall mean the average amount of the annual bonus earned by, and paid to, the Executive under the Key Employees Incentive Plan (or any substitute or successor plan) for the last three full calendar years preceding the Operative Date, for purposes of Section 3(b)(i), and the Date of Termination (as defined below), for purposes of Section 5; provided that, if the Executive has not been employed for the entirety of the last three full calendar years, so that the Average Annual Bonus cannot be determined based on the actual amount of annual bonuses earned and paid for such full calendar years, then to the extent necessary to attain an average of three years for purposes of determining the Average Annual Bonus, the Executive’s target annual bonus amount for the year in which the Operative Date, for purposes of this Section 3(b)(i), and the Date of Termination, for purposes of Section 5, occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced.

(ii) Incentive and Savings Plans. During the Employment Period, the Executive will be entitled to (A) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated executives of the Company or (B) participate in incentive and savings plans and programs of a successor to the Company which have benefits that are not less favorable to the Executive than the benefits available to the Executive under the incentive and savings plans and programs in which the Executive was eligible to participate immediately prior to the Operative Date.

(iii) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family or beneficiary, as the case may be, shall be eligible to (A) participate in and shall receive all benefits under welfare benefit plans and programs generally applicable to similarly situated

4

executives of the Company or (B) participate in welfare benefit plans and programs of a successor to the Company which have benefits that are not less favorable to the Executive than the benefits available to the Executive under the welfare benefit plans and programs in which the Executive was eligible to participate immediately prior to the Operative Date.

(iv) Business Expenses. During the Employment Period the Company shall, in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Executive for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Executive in performing services hereunder. All such expenses shall be accounted for in such reasonable detail as the Company may require.

(v) Vacations. The Executive shall be entitled to periods of vacation not less than those to which the Executive was entitled immediately prior to the Operative Date.

SECTION 4. Termination of Employment.

(a) Death. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.

(b) Cause or Incapacity. The Company may terminate the Executive’s employment for Cause or Incapacity.

(c) Good Reason. The Executive may terminate his or her employment for Good Reason.

(d) Notice of Termination. Any termination by the Company for Cause or Incapacity, or by the Executive for Good Reason, shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 12 of this Agreement. For purposes of this Agreement, a “Notice of Termination” is a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, (iii) in the case of termination by the Company for (A) Cause, confirms that such termination is pursuant to a resolution of the Applicable Board or (B) Incapacity, confirms that such termination follows a determination of a physician selected in accordance with Section 1(f), and (iv) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause or Incapacity shall not serve to waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause or Incapacity or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein and otherwise consistent with this Agreement, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Incapacity, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (iii) if the Executive’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Executive.

5

SECTION 5. Obligations of the Company Upon Termination.

(a) Termination for Good Reason or for Reasons Other Than for Cause, Death or Incapacity. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Incapacity or the Executive shall terminate his or her employment for Good Reason:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

(A) the sum of (1) the Executive’s currently effective Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) any bonus or incentive compensation in respect of any performance period ended prior to the Date of Termination but which has not been paid as of the Date of Termination, (3) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365 (a “Pro-Rata Bonus”) and (4) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter referred to as the “Accrued Obligations”); and

(B) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s currently effective Annual Base Salary and (y) his or her Average Annual Bonus;

(ii) in the event the Executive elects continued medical and dental benefit coverage pursuant to Section 4980B(f) of the Internal Revenue Code of 1986, as amended (collectively, with the regulations and other guidance promulgated thereunder, the “Code”), then until the earlier of (A) the eighteen-month anniversary of the Date of Termination or (B) such time as the Executive becomes eligible to receive medical benefits under another

6

employer-provided plan, the Company shall reimburse the Executive for premiums associated with such coverage in an amount equal to the premiums that the Company would have paid in respect of such coverage had the Executive’s employment continued during such period. (iii) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services for a period of up to one year from the Date of Termination, the provider and scope of which shall be selected by the Executive in his or her sole discretion; and

(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b) Death or Incapacity. If the Executive’s employment is terminated by reason of the Executive’s death or Incapacity during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) timely payment of Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination and (ii) provision by the Company of death benefits or disability benefits for termination due to death or Incapacity, respectively, in accordance with Section 3(b)(iii) as in effect at the Operative Date or, if more favorable to the Executive, at the Executive’s Date of Termination.

(c) Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than timely payment to the Executive of (i) the Executive’s currently effective Annual Base Salary through the Date of Termination in a lump sum in cash within 30 days after the Date of Termination and (ii) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for the timely payment of (i) Accrued Obligations other than a Pro-Rata Bonus in a lump sum in cash within 30 days after the Date of Termination and (ii) Other Benefits.

(d) Limitations on Payments Under Certain Circumstances. In the event that an accounting firm designated by the Company prior to a Change in Control determines that the aggregate amount of the payments and benefits that, but for this Section 5(d), would be payable to the Executive under this Agreement or any other plan, policy or arrangement of the Company and its Affiliates, exceeds the greatest amount of payments and benefits that could be paid or provided to the Executive without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the aggregate amount of such payments and benefits payable or to be provided to the Executive shall not exceed the amount

7

that produces the greatest after-tax benefit to the Executive after taking into account any Excise Tax and other taxes to be payable by the Executive. Any reduction in such payments or benefits pursuant to the immediately preceding sentence shall be made in the following order: (1) by reducing benefits payable pursuant to Section 5(a)(i)(B) and then (2) by reducing amounts payable pursuant to Section 5(a)(ii).

SECTION 6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which the Executive may qualify, nor, subject to Section 16(c), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliates. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

SECTION 7. No Mitigation. The Company agrees that, if the Executive’s employment is terminated during the term of this Agreement for any reason, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder. Furthermore, except as provided in Section 5(a)(ii), the amount of any payment or benefit provided hereunder shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

SECTION 8. Full Settlement. Subject to full compliance by the Company with all of its obligations under this Agreement, this Agreement shall be deemed to constitute the settlement of such claims as the Executive might otherwise be entitled to assert against the Company by reason of the termination of the Executive’s employment for any reason during the Employment Period. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, except as explicitly provided in Section 5(a)(ii), whether or not the Executive obtains other employment.

SECTION 9. Legal Fees. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur prior to the tenth anniversary of the end of the Employment Period as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof.

8

SECTION 10. Successors; Binding Agreement.

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement, in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided, however, no such express agreement shall be necessary in the event such successor assumes this Agreement by operation of law. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession will be a breach of this Agreement and entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder had the Company terminated the Executive for reason other than Cause or Incapacity on the succession date. As used in this Agreement, the “Company” means the Company as defined in the preamble to this Agreement and any successor to its business or assets which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law or otherwise.

(b) This Agreement shall be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

SECTION 11. Non-assignability. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 10 hereof. Without limiting the foregoing, the Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his or her will or by the laws of descent or distribution, and, in the event of any attempted assignment or transfer by the Executive contrary to this Section 11, the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

9

SECTION 12. Notices. For the purpose of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	[Executive]
	Address on file with the Company
If to the Company:	The Brink’s Company
	1801 Bayberry Court, Suite 400
	P.O. Box 18100
	Richmond, VA 23226
	Attention of Corporate Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

SECTION 13. Operation of Agreement. (a) This Agreement shall be effective immediately upon its execution and continue to be effective so long as the Executive is employed by the Company or any of its Affiliates. The provisions of this Agreement do not take effect until the Operative Date.

(b) Notwithstanding anything in Section 13(a) to the contrary, this Agreement shall, unless extended by written agreement of the parties hereto, terminate, without further action by the parties hereto, on February 24, 2015 if a Change in Control shall not have occurred prior to such date.

SECTION 14. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to principles of conflict of laws.

SECTION 15. Section 409A. The provisions of this Section 15 shall apply notwithstanding any provision in this Agreement to the contrary.

(a) Intent to Comply with Section 409A. It is intended that the provisions of this Agreement comply with Section 409A of the Code (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. For the purpose of compliance with Section 409A, the Date of Termination as defined above shall be the date that qualifies as a “separation from service” of the Executive within the meaning of Section 409A.

(b) No alienation, set-offs, etc. Neither the Executive nor any creditor or beneficiary of the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any Affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for the benefit of the Executive under any Company Plan may not be reduced by, or offset against, any amount owing by the Executive to the Company (or an Affiliate, as applicable).

10

(c) Six-Month Delay of Certain Payments. If, at the time of the Executive’s separation from service (within the meaning of Section 409A), (i) the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under any Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an Affiliate, as applicable) shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first day of the seventh month following such separation from service.

(d) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A shall be made in accordance with the requirements of Section 409A , including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made as soon as practicable, but no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(e) Amendment of Deferred Compensation Plans. Notwithstanding any provision of any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A.

SECTION 16. Miscellaneous.

(a) This Agreement contains the entire understanding with the Executive with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, relating to such subject matter. No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and the Company.

(b) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

11

(c) Except as provided herein, this Agreement shall not be construed to affect in any way any rights or obligations in relation to the Executive’s employment by the Company or any of its Affiliates prior to the Operative Date or subsequent to the end of the Employment Period.

(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.

(e) The Company may withhold from any benefits payable under this Agreement all Federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

(f) The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

	THE BRINK’S COMPANY,
By:
	Name:
	Title:
	[Executive]

12

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”), dated February 26, 2013, is entered into by and between Brink’s, Incorporated, a Delaware corporation (the “Company”), and Ronald F. Rokosz (“Consultant”).

RECITALS

WHEREAS, Consultant will retire from employment with the Company effective March 2, 2012 (the “Commencement Date”); and

WHEREAS, the Company believes that Consultant’s expertise and knowledge will enhance the Company’s business and the Company wishes to retain Consultant to perform consulting services as an independent contractor to the Company and fulfill certain related duties and obligations under the terms and conditions of this Agreement, commencing on the Commencement Date;

NOW, THEREFORE, in consideration of (a) the mutual covenants and agreements set forth in this Agreement, and (b) other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment Period.

(a) From the date of this Agreement through and until the Commencement Date (the “Employment Period”), Consultant shall continue as an employee of the Company as Executive Vice President performing his prescribed duties, and subject to the Company’s policies and requirements applicable to its employees and to Consultant as an executive officer of the Company. If Consultant’s employment is terminated by the Company for Cause (as defined below) or Consultant voluntarily terminates his employment with the Company upon written notice to the Company, in each case prior to the Commencement Date, the remaining rights and obligations of the parties under this Agreement shall terminate, including but not limited to any and all duties applicable to the consulting services which otherwise would have applied following the Commencement Date and any and all payments which otherwise would have been paid following the Commencement Date, other than in respect of the continuing survival of certain terms as set forth in Section 9 below. For purpose of this Agreement, the term “Cause” means (i) an act or acts of dishonesty on Consultant’s part which result in or are intended to result in Consultant’s substantial personal enrichment at the expense of the Company or (ii) repeated material violations by Consultant of his obligations under this Agreement which are demonstrably willful and deliberate on Consultant’s part and which have not been cured by Consultant within a reasonable time after written notice to Consultant specifying the nature of such violations. Notwithstanding the foregoing, Consultant shall not be deemed to have been terminated for Cause without (x) reasonable notice to Consultant setting forth the reasons for the Company’s intention to terminate for Cause, (y) an opportunity for the Consultant, together with his counsel, to be heard before an executive designated by the Company, and (z) delivery to Consultant of a notice of termination specifying the particulars of the reason for the termination for Cause in detail.

(b) If Consultant becomes permanently disabled (as defined below) or dies during the Consulting Period (as defined in Section 2(b) below), the remaining rights and obligations of the parties under this Agreement shall terminate, including but not limited to any and all duties applicable to the consulting services which otherwise would have applied following the Commencement Date, but subject to the continuing survival of certain terms as set forth in Section 9 below For purpose of this provision, the phrase “permanently disabled” shall mean that Consultant is physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months, or for an aggregate of nine (9) months in any twelve (12) consecutive month period, to perform the functions described in Section 2(a) below. Any question as to whether Consultant is permanently disabled as to which Consultant and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Consultant and the Company. If Consultant and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of whether Consultant is permanently disabled made in writing to the Company and Consultant shall be final and conclusive for all purposes of the Agreement.

2. Consulting Services.

(a) Capacity. Effective on the Commencement Date, the Company retains Consultant with respect to the business of the Company and its subsidiaries and affiliates to be available on reasonable notice and at mutually agreeable times to provide such reasonable advisory and consulting services as are requested by the Chief Executive Officer or the Chief Financial Officer of The Brink’s Company, primarily focusing on providing advice to the Company as respects operational, information technology and other general issues, as well as assistance in transitioning the new Chief Information Officer and/or other new positions. Such services are not to include day-to-day management of the Consultant’s former function or active leadership of any projects. Consultant hereby accepts such position upon the terms and conditions set forth herein, and shall perform such services, with the understanding that the parties reasonably anticipate that the level of bona fide services performed by Consultant will be no more than twenty percent (20%) of the average level of bona fide services performed by him as an employee over the thirty-six month period immediately preceding the Commencement Date.

(b) Term and Operation. The consulting services will commence on the Commencement Date and shall continue until, and shall end upon, December 31, 2013 (the “Consulting Period”). This Agreement may be terminated by Consultant during the Consulting Period in writing upon ninety (90) days written notice to the Company. This Agreement will terminate automatically at the end of the Consulting Period, but subject to the continuing survival of certain terms as set forth in Section 9 below. The Company may terminate this Agreement during the Consulting Period upon a material breach of this Agreement by Consultant which is not cured within fifteen (15) days following written notice of such breach from Company. Notwithstanding anything else in this Agreement to the contrary, in the event this Agreement is terminated during the Consulting Period in accordance with this Section 2(b), all fees and other consideration as set forth in this Section 2 shall cease as of the effective date of the termination of the Agreement.

(c) Consulting Fee. In consideration of Consultant’s performance of the consulting services during the Consulting Period, and subject to Section 3 below, the Company will make ten (10) monthly payments to Consultant, each in an amount equal to $15,000 per month, as described herein. The first payment is to be made on March 31, 2013 and the subsequent nine (9) payments shall be made on the last business day of each subsequent month. Payment is to be made by direct deposit to Consultant’s bank account.

(d) Reimbursement of Expenses. The Company shall reimburse Consultant monthly for all reasonable expenses incurred by Consultant in the performance of Consultant’s duties under this Agreement during the Consulting Period and in compliance with and subject to the expense reimbursement policies and procedures of the Company. Included in such reimbursement shall be Consultant’s necessary travel and other expenses in connection with his duties as Consultant. Consultant shall not be obligated to make any advance to or for the account of the Company, nor shall Consultant be obligated to incur any expense for the account of the Company without assurance that the necessary funds for the discharge of such expense will be provided. Notwithstanding the foregoing, all expenses over $5,000.00 to be incurred by Consultant during the Consulting Period in connection with this Agreement shall require the prior approval of the Company’s Chief Executive Officer.

(e) Section 409A.

(i) General. It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations relating thereto and any Internal Revenue Service or Treasury rules or other guidance issued thereunder (collectively, “Section 409A”). Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment under this Agreement shall be treated as a separate payment which is compliant with or excepted from Section 409A including, but not limited to, the exceptions for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A. All payments to be made upon a termination of employment or termination of consulting services under this Agreement may only be made upon a “separation from service” under Section 409A to the extent necessary in order to avoid the imposition of penalty taxes on Consultant pursuant to Section 409A of the Code. In no event may Consultant, directly or indirectly, designate the calendar year of any payment under this Agreement.

(ii) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A shall be

2

made in accordance with the requirements of Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Consultant’s lifetime (or during a shorter period of time specified in this Agreement); (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(iii) Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if Consultant is considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Retirement Date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to Consultant under this Agreement during the six-month period immediately following Consultant’s separation from service (as determined in accordance with Section 409A) on account of Consultant’s separation from service shall be accumulated and paid to the Consultant on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Consultant dies during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Consultant’s death.

(iv) Separation from Service. Despite any contrary provision of this Agreement, any references to termination of employment or date of termination shall mean and refer to the date of Consultant’s “separation from service,” as that term is defined in Section 409A and Treasury regulation Section 1.409A-1(h).

(f) Company Indemnification Obligation. In the event Consultant is made a party to any suit or claim or threatened with any suit or claim relating to his consulting services under this Agreement (other than a suit or claim by or in the name of the Company), the Company shall hold him harmless and indemnify him from any and all costs, fees, expenses, damages or detriments of any kind on the same terms and conditions as are in effect at the applicable time for the Company’s executive officers.

3. Release Agreement. In consideration of the Company’s entering into this Agreement, Consultant agrees that he will execute and return to the Company after the Commencement Date and not later than twenty-one (21) days following the Commencement Date, a release of claims against the Company and its employees, directors, officers, subsidiaries and other affiliated parties in a form acceptable to the Company (the “Release”), and then not revoke the Release to the extent allowable thereunder. Consultant’s failure to execute, return to the Company and not revoke the Release as described in this Section 3 shall be considered a material breach of this Agreement which shall not be considered curable but shall result in immediate termination of this Agreement and the Consulting Period, notwithstanding Section 2(b) above.

4. Non-Competition, Non-Solicitation and Non-Disparagement.

(a) Consultant agrees that while he is an employee of the Company and during the Consulting Period, he shall not directly or indirectly:

(i) enter into, or attempt to enter into, remain within, or otherwise participate within a Restricted Business (as defined below), as a principal, partner, joint venturer, employee, consultant, agent, broker, intermediary, representative, shareholder, investor, officer or director, or have any direct or indirect financial interest therein, including without limitation, the interest of a creditor in any form; provided, however, the ownership by Consultant of stock listed on a national securities exchange of any corporation engaged in a Restricted Business shall not be deemed a violation of this Agreement if the Consultant and his associates (as such term is defined in Regulation 14A of the Securities Exchange Act of 1934 as in effect on the date hereof) collectively do not own more than an aggregate of one percent (1%) of the stock of such corporation; or

(ii) receive any remuneration in any form from any entity engaged in a Restricted Business; or

(iii) induce or attempt to persuade any then-current employee, agent, manager, consultant or director of the Company or any of its subsidiaries or affiliates to terminate such employment or other relationship in order to enter into any business relationship or business combination with the Consultant or any other person, whether or not in competition with the Company or any of its subsidiaries or affiliates; or

3

(iv) use contracts, proprietary information, trade secrets, confidential information, customer lists, mailing lists, goodwill, or other intangible property used or useful in connection with the business of the Company or any of its subsidiaries or affiliates; or

(v) solicit, divert, or take away from the Company or any of its subsidiaries or affiliates, or otherwise attempt to establish for Consultant or for any other person, corporation or other business entity, any business relationship with any person which is, or during the one year period preceding such activity was, a customer, client or distributor of the Company or any of its subsidiaries or affiliates.

(b) For the purposes of this Section 4, a “Restricted Business” shall mean a person, company, corporation, or other entity, whether existing or to be formed, which is directly or indirectly engaged in, or has developed plans to directly or indirectly engage in, any of the businesses conducted by the Company or any of its subsidiaries or affiliates in the United States or any other jurisdictions in which the Company or any of its subsidiaries or affiliates conduct business or have developed plans to conduct business within one year after such development.

(c) From and following the Effective Date (as defined below), Consultant agrees that he will not make any untrue, misleading, or defamatory statements concerning the Company or any of its subsidiaries or affiliates or any of its or their officers or directors, and will not directly or indirectly make, repeat or publish any false, disparaging, negative, unflattering, accusatory, or derogatory remarks or references, whether oral or in writing, concerning the Company or any of its subsidiaries or affiliates, or otherwise take any action which might reasonably be expected to cause damage or harm to the Company or any of its subsidiaries or affiliates or any of its or their officers or directors. However, nothing in this Agreement prohibits Consultant from communicating with or cooperating in any investigations of any governmental agency on matters within their jurisdictions, provided that this Agreement does prohibit Consultant from recovering any relief, including without limitation monetary relief, as a result of such activities. In agreeing not to make disparaging statements regarding the Company or its subsidiaries or affiliates or its or their officers or directors, Consultant acknowledges that he is making a knowing, voluntary and intelligent waiver of any and all rights he may have to make disparaging comments about the Company or its subsidiaries or affiliates or its or their officers or directors, including rights under the First Amendment to the United States Constitution and any other applicable federal and state constitutional rights. /s/ RFR [initialed]

(d) It is the desire and intent of the Company and Consultant that the provisions of this Section 4 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, (i) if any particular portion of this Section 4 shall be adjudicated to be invalid or unenforceable, this Section 4 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 4 in the particular jurisdiction in which such adjudication is made, and (ii) in the event any covenant made in this Section 4 shall be more restrictive than permitted by applicable law, it shall be limited to the extent which is so permitted and, in its reduced form, such provision shall then be enforceable. Consultant acknowledges that he has received good and valuable consideration for the restrictive covenants contained in this Section 4.

(e) Any breach by Consultant of his obligations under Section 4 shall be considered a material breach of this Agreement which shall not be considered curable but shall result in immediate termination of this Agreement and the Consulting Period, notwithstanding Section 2(b) above.

5. Confidentiality.

(a) Consultant will keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available or, except in the course of Consultant’s performance of services for the Company, use any trade secrets or confidential business and technical information of the Company or its subsidiaries or affiliates or customers or vendors, without limitation as to when or how Consultant may have acquired such information. As used in this Agreement, “Confidential Information” shall mean and include, without limitation, technical or business information not readily available to the public or generally known in the trade, including but not limited to the Company’s selling, manufacturing, marketing, pricing, distribution and business plans, methods, strategies and techniques; training, service, security and business policies and procedures; inventions; ideas; improvements; discoveries; developments; formulations; specifications; designs; standards; financial data; customer and supplier information; vendor and product information; security information; customer and prospective customer lists; other customer and prospective customer information; equipment; mechanisms;

4

processing and packaging techniques; trade secrets and other confidential or business information, knowledge, data and know-how of the Company, whether or not they originated with Consultant or information which the Company received from third parties under an obligation of confidentiality. Consultant specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Consultant and whether compiled by the Company, and/or Consultant, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention, disclosure or use of such information by Consultant during the term of this Agreement (except in the course of performing services for the Company) or after the termination of this Agreement shall constitute a misappropriation of the Company’s trade secrets.

(b) Consultant agrees that upon the termination of this Agreement or the termination of Consultant’s performance of services, for any reason, Consultant shall return to the Company, in good condition, all property of the Company, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 5(a) above. In the event that such items are not so returned, the Company will have the right to charge Consultant for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.

(c) Any breach by Consultant of his obligations under Section 5 shall be considered a material breach of this Agreement which shall not be considered curable but shall result in immediate termination of this Agreement and the Consulting Period, notwithstanding Section 2(b) above.

6. Discoveries and Inventions: Work Made for Hire.

(a) Consultant agrees that upon conception and/or development of any idea, discovery, invention, improvement, software, writing or other material or design that: (A) relates to the business of the Company, or (B) relates to the Company’s actual or demonstrably anticipated research or development, or (C) results from any services performed by Consultant for the Company, Consultant will assign to the Company the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or design. Consultant has no obligation to assign any idea, discovery, invention, improvement, software, writing or other material or design that Consultant conceives and/or develops entirely on Consultant’s own time without using the Company’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention, improvement, software, writing or other material or design either: (i) relates to the business of the Company, or (ii) relates to the Company’s actual or demonstrably anticipated research or development, or (iii) results from any work performed by Consultant for the Company.

(b) Consultant acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefore, prototypes and other materials (hereinafter, “Items”), including without limitation, any and all such Items generated and maintained on any form of electronic media, generated by Consultant during the term of this Agreement shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to the Company.

(c) All elements of this Section 6 shall apply to and be in full force and effect during the Employment Period and the Consulting Period.

7. Specific Performance. Consultant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 4 and 5 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Consultant agrees that, in the event of such a breach or threatened breach, as determined in good faith by the Company, in addition to any remedies at law, the Company, without posting any bond and without the necessity of showing actual damages, shall be entitled to an injunction restraining any breach or threatened breach, and to cease making any payments or providing any benefit otherwise required by this Agreement.

8. Independent Contractor. During the Consulting Period, Consultant will at all times be and remain an independent contractor of the Company. Consultant shall exercise Consultant’s own judgment as to the manner and method of providing the consulting services to the Company, subject to applicable laws and requirements reasonably imposed by the Company. During the Consulting Period, Consultant may not, at any time, act as a

5

representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor. Consultant acknowledges and agrees that, during the term of this Agreement commencing with the Commencement Date, Consultant will not be an employee of the Company or any of its subsidiaries or affiliates for purposes of federal, state, local or foreign income tax withholding, nor unless otherwise specifically provided by law, for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act or any Worker’s Compensation law of any state or country and for purposes of any benefits provided to employees of the Company or any of its affiliates under any employee benefit plan currently in effect or which becomes effective during the term of this Agreement commencing with the Commencement Date. Consultant acknowledges and agrees that as an independent contractor, Consultant will be required, during the term of this Agreement, to pay any applicable taxes on the fees paid and benefits provided to Consultant. Consultant shall indemnify, hold harmless and defend the Company for all tax and other liabilities (including, without limitation, reasonable fees and expenses of attorneys and other professionals) arising out of or relating to Consultant’s failure to report and pay all employment income taxes or other taxes due on taxable amounts paid to or on behalf of Consultant by the Company during the Consulting Period.

9. Survival. Subject to any limits on applicability contained therein, Sections 2(e), 2(f), 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 hereof shall survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement.

10. Representations.

(a) Consultant hereby represents and acknowledges that he has read and fully agrees with the contents of this Agreement.

(b) Consultant represents and acknowledges that he has retained or has had the opportunity to retain counsel concerning this matter, that Consultant has read and fully understands the terms of this Agreement, or has had it analyzed by counsel of his choosing, with sufficient time, and that he is aware of its contents and of its legal effects.

(c) Consultant represents and acknowledges that he has disclosed to the Company any information in his possession concerning any conduct involving the Company or its affiliates that he has any reason to believe involves any false claims to the United States or is or may be unlawful or violates or is inconsistent with Company policy in any respect.

(d) Consultant acknowledges and agrees that the agreement by the Company to enter into this Consulting Agreement and the consideration provided him as set forth in Section 2 of this Agreement is sufficient to support the Release referenced in Section 3.

(e) In the event it shall be determined that there is any ambiguity contained in this Agreement, said ambiguity shall not be construed against any party hereto as a result of such party’s preparation of this Agreement, but shall be construed in favor or against either of the parties in light of all of the facts, circumstances and intentions of the parties at the time of the Effective Date, as defined in this Agreement.

(f) As part of the consideration for the payments as described in this Agreement, as well as the acceptance of the obligations set forth in the Agreement, Consultant expressly guarantees and has represented and does hereby expressly warrant and represent to the Company that:

(i) he is legally competent and duly authorized to execute this Agreement and it has been read or explained to him in a language and manner fully understandable to him, and this Agreement does not violate or conflict with any other agreement to which consultant is a party; and

(ii) he has not assigned, pledged, or otherwise in any manner whatsoever sold, hypothecated, or otherwise transferred or pledged, either by instrument in writing or otherwise, any right, title, interest, or claim which he has or may have by reason of any claims, damages or otherwise be sustained as of the execution of this Agreement.

11. Effective Date of the Agreement. This Agreement will take effect as of the date first written above (“Effective Date”).

6

12. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect under any applicable law, such invalidity or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced as if such invalid or unenforceable provision had never been contained herein.

13. Complete Agreement. This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof as of the Effective Date, and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way, and any such prior understandings, agreements or representations are hereby terminated, abrogated and rendered null and void in their entirety.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

15. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Consultant, the Company and their respective successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. Consultant hereby consents to the assignment by the Company of all of its rights and obligations hereunder to any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets, provided such transferee or successor assumes the liabilities of the Company hereunder.

16. Notice. Where notice is required pursuant to this Agreement, it shall be made by regular mail to Consultant at his address last on file with the Company, and to Company, attention General Counsel, The Brink’s Company, 1801 Bayberry Court, P.O. Box 18100, Richmond, Virginia 23226-8100. Consultant and the Company agree to provide notice of change of address as soon as practicable after such change of address is effective.

17. Choice of Law; Dispute Resolution. The Agreement shall be governed by and construed and implemented under the laws of the Commonwealth of Virginia, without regard to principles of conflicts of law or decisional authority in this regard. The parties agree that the state courts located in the County of Henrico, Virginia or the federal court located in the City of Richmond, Virginia shall have exclusive jurisdiction in any action, suit or proceeding by or against Consultant based on or arising out of this Agreement and the parties hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding against Consultant; and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. In the event of a litigated dispute regarding this Agreement, the prevailing party (as determined by the court) shall be entitled to reimbursement from the non-prevailing party of the prevailing party’s reasonable attorney fees and costs of maintaining the dispute.

18. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Consultant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

RONALD F. ROKOSZ		BRINK’S, INCORPORATED
/s/ Ronald F. Rokosz		/s/ McAlister C. Marshall, II
		By:
		Its:	Chairman and Chief Executive Officer
Date:	February 26, 2013	Date:	February 26, 2013

7