Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - BRINKS CO | ex10-1.htm |
| EX-10.3 - EXHIBIT 10.3 - BRINKS CO | ex10-3.htm |
| EX-10.5 - EXHIBIT 10.5 - BRINKS CO | ex10-5.htm |
| EX-10.2 - EXHIBIT 10.2 - BRINKS CO | ex10-2.htm |
| EX-10.4 - EXHIBIT 10.4 - BRINKS CO | ex10-4.htm |
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 25, 2010
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
|
Virginia
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001-09148
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54-1317776
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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.):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 25, 2010, Michael T. Dan, Chairman of the Board, President and Chief
Executive Officer; Joseph W. Dziedzic, Vice President and Chief Financial
Officer; Frank T. Lennon, Vice President and Chief Administrative Officer;
McAlister C. Marshall, II, Vice President and General Counsel; and Matthew A.P.
Schumacher, Controller (each, an “Executive”) entered into Change in Control
Agreements (the “Agreements”) with The Brink’s Company (the “Company”), which
superseded and replaced prior change in control agreements in effect for Messrs.
Dan, Dziedzic, Lennon and Marshall. The Agreements standardize the
change in control agreement provisions for the Executives and eliminate tax
gross-up provisions to the extent those provisions were contained in previous
change in control agreements.
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, he will receive annual
compensation equal to the sum of (1) a salary not less than his annualized
salary in effect immediately before the date the change in control occurred,
plus (2) a bonus not less than the average amount of his 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”).
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 he terminates
his 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:
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·
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the
sum of (1) his currently effective annual base salary through the date of
termination to the extent not already paid, (2) his Average Annual Bonus
prorated based on the number of days worked in the year of his termination
and (3) any accrued vacation pay, in each case to the extent not already
paid or credited; and
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·
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an
amount equal to two times the sum of his annual base salary and his
Average Annual Bonus.
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In the
event of a change in control, the Executive would also be entitled to other
payments for medical benefits and outplacement services as set forth in the
Agreements. The Agreements will terminate on February 25, 2013, 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 entire Agreements, copies of which are attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and incorporated herein by
reference.
2
Item
9.01. Financial Statements and
Exhibits.
| (d) | Exhibits | |
| 10.1 |
Change
in Control Agreement, dated February 25, 2010, among the Company, Brink’s,
Incorporated and Michael T. Dan
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10.2
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Change
in Control Agreement, dated February 25, 2010, between the Company and
Joseph W. Dziedzic
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10.3
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Change
in Control Agreement, dated February 25, 2010, between the Company and
Frank T. Lennon
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10.4
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Change
in Control Agreement, dated February 25, 2010, between the Company and
McAlister C. Marshall, II
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10.5 |
Change
in Control Agreement, dated February 25, 2010, between the Company and
Matthew A.P. Schumacher
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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.
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THE
BRINK’S COMPANY
(Registrant)
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||
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Date:
February 25, 2010
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By:
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/s/
McAlister C. Marshall, II
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McAlister
C. Marshall, II
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Vice
President
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4
EXHIBIT
INDEX
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EXHIBIT
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DESCRIPTION
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10.1
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Change
in Control Agreement, dated February 25, 2010, among the Company, Brink’s,
Incorporated and Michael T. Dan
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10.2
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Change
in Control Agreement, dated February 25, 2010, between the Company and
Joseph W. Dziedzic
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10.3
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Change
in Control Agreement, dated February 25, 2010, between the Company and
Frank T. Lennon
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10.4
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Change
in Control Agreement, dated February 25, 2010, between the Company and
McAlister C. Marshall, II
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10.5
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Change
in Control Agreement, dated February 25, 2010, between the Company and
Matthew A.P. Schumacher
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5