EXHIBIT 99.2
The Brink's Company
Richmond, Virginia
Directors' Stock Accumulation Plan
[LOGO]
TABLE OF CONTENTS
-----------------
Page
----
PREAMBLE .................................................................... 1
ARTICLE I DEFINITIONS............................................. 3
ARTICLE II ADMINISTRATION.......................................... 7
SECTION 1 Authorized Shares.................................... 7
SECTION 2 Administration....................................... 7
ARTICLE III PARTICIPATION........................................... 8
ARTICLE IV ALLOCATIONS............................................. 8
SECTION 1 Initial Allocation................................... 8
SECTION 2 Additional Allocations............................... 8
SECTION 3 Supplemental Allocations............................. 9
SECTION 4 Conversion of Existing Incentive Accounts to
Brink's Units........................................ 9
SECTION 5 Adjustments.......................................... 9
SECTION 6 Dividends and Distributions.......................... 10
ARTICLE V DISTRIBUTIONS........................................... 10
SECTION 1 Entitlement to Benefits.............................. 10
SECTION 2 Distribution of Shares............................... 11
ARTICLE VI DESIGNATION OF BENEFICIARY.............................. 13
ARTICLE VII MISCELLANEOUS........................................... 14
SECTION 1 Nontransferability of Benefits ...................... 14
SECTION 2 Limitation of Rights of Non-Employee Director........ 14
SECTION 3 Term, Amendment and Termination ..................... 14
SECTION 4 Funding.............................................. 15
SECTION 5 Governing Law........................................ 15
SCHEDULE A
The Brink's Company Directors' Stock Accumulation Plan
------------------------------------------------------
As Amended and Restated as of January 1, 2005
---------------------------------------------
PREAMBLE
--------
The Brink's Company Directors' Stock Accumulation Plan, effective June 1,
1996, is designed to more closely align the interests of non-employee directors
to the long-term interests of The Brink's Company and its shareholders. The Plan
is intended to replace the Pittston Retirement Plan for Non-Employee Directors
which was terminated as of May 31, 1996, with the consent of the participants
therein, and the benefits accrued thereunder as of May 31, 1996, were
transferred to the Plan.
Effective January 14, 2000, the Plan was amended and restated to reflect
the exchange of .4848 of a share of Brink's Common Stock for each outstanding
share of Pittston BAX Group Common Stock and .0817 of a share of Brink's Common
Stock for each outstanding share of Pittston Minerals Group Common Stock.
Effective May 5, 2003, the Plan was amended and restated to reflect the
Company's name change from "The Pittston Company" to "The Brink's Company."
Effective March 11, 2004, the Plan was amended and restated to increase the
maximum number of units that may be offered under the Plan, subject to the
approval of the Company's shareholders, and to provide for a fixed term for the
Plan, unless it is extended by the Company's shareholders.
Effective January 1, 2005, the Plan was amended to comply with the
provisions of Code Section 409A and Treasury Regulations issued thereunder. Each
provision and term of the amendment should be interpreted accordingly, but if
any provision or term of such amendment would be prohibited by or be
2
inconsistent with Code Section 409A or would contribute a material modification
to the Plan, then such provision or term shall be deemed to be reformed to
comply with Code Section 409A or be ineffective to the extent it results in a
material modification to the Plan, without affecting the remainder of such
amendment. The amendments apply solely to amounts allocated on and after January
1, 2005, plus any amounts allocated prior to January 1, 2005, that are not
earned and vested as of such date (plus earnings on such amounts deferred).
Amounts allocated prior to January 1, 2005, that are earned and vested as of
December 31, 2004, including any earnings on such amounts credited prior to, and
on or after January 1, 2005, shall remain subject to the terms of the Plan as in
effect prior to January 1, 2005.
The Plan continues to provide a portion of the overall compensation package
of participating directors in the form of deferred stock equivalent units which
will be distributed in the form of Brink's Common Stock upon the occurrence of
certain events.
3
ARTICLE I
Definitions
-----------
Wherever used in the Plan, the following terms shall have the meanings
indicated:
Account: The account maintained by the Company for a Non-Employee Director
to document the amounts credited under the Plan and the Units into which such
amounts shall be converted. Effective January 1, 2005, the Company shall
maintain a Pre-2005 Account and a Post-2004 Account for each Non-Employee
Director participating in the Plan. A Non-Employee Director's Pre-2005 Account
shall document the amounts allocated under the Plan by the Non-Employee Director
and any other amounts credited hereunder which are earned and vested prior to
January 1, 2005. A Non-Employee Director's Post-2004 Account shall document the
amounts allocated under the Plan by the Non-Employee Director and any other
amounts credited hereunder on and after January 1, 2005, plus any amounts
allocated or credited prior to January 1, 2005, which are not earned or vested
as of December 31, 2004.
BAX Exchange Ratio: The ratio whereby .4848 of a share of Brink's Stock was
exchanged for each outstanding share of BAX Stock on the Exchange Date.
BAX Stock: Prior to the Exchange Date, Pittston BAX Group Common Stock, par
value $1.00 per share.
BAX Unit: The equivalent of one share of BAX Stock credited to a
Non-Employee Director's Account.
Board of Directors: The board of directors of the Company.
Brink's Stock: The Brink's Company Common Stock, par value $1.00 per share.
Brink's Unit: The equivalent of one share of Brink's Stock credited to a
Non-Employee Director's Account.
4
Change in Control: A Change in Control shall be deemed to occur (a) upon
the approval of the shareholders of the Company (or if such approval is not
required, the approval of the Board of Directors) of (i) 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 Brink's 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 Brink's 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 (ii) any sale, leases, exchange or other transfer
(in one transaction or a series of transactions) of all or substantially all the
assets of the Company, (b) when any "person" (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act") 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 (c) if at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors shall cease for any reason to constitute at least a majority thereof,
unless the election by the Company's shareholders of each new director during
such two-year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
two-year period.
Committee: The Administrative Committee of the Company.
Company: The Brink's Company.
5
Disability: The Non-Employee Director is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months.
Effective Date: June 1, 1996.
Exchange: The exchange of Brink's Stock for outstanding shares of BAX Stock
and Minerals Stock as of the Exchange Date.
Exchange Date: January 14, 2000, the date as of which the Exchange
occurred.
Initial Allocation: The amount set forth in Schedule A.
Minerals Exchange Ratio: The ratio whereby .0817 of a share of Brink's
Stock was exchanged for each outstanding share of Minerals Stock on the Exchange
Date.
Minerals Stock: Prior to the Exchange Date, Pittston Minerals Group Common
Stock, par value $1.00 per share.
Minerals Unit: The equivalent of one share of Minerals Stock credited to a
Non-Employee Director's Account.
Non-Employee Director: Any member of the Board of Directors who is not an
employee of the Company or a Subsidiary.
Plan: The Brink's Company Directors' Stock Accumulation Plan as set forth
herein and as amended from time to time.
Shares: On and after January 19, 1996, and prior to the Exchange Date,
Brink's Stock, BAX Stock or Minerals Stock, as the case may be and on and after
the Exchange Date, Brink's Stock.
6
Subsidiary: Any corporation, whether or not incorporated in the United
States of America, more than 80% of the outstanding voting stock of which is
owned by the Company, by the Company and one or more subsidiaries or by one or
more subsidiaries.
Unit: On and after January 19, 1996, and prior to the Exchange Date, a
Brink's Unit, BAX Unit or Minerals Unit, as the case may be, and on and after
the Exchange Date, a Brink's Unit.
Year of Service: Each consecutive 12-month period of service as a
Non-Employee Director, commencing on the date that a Non-Employee Director
commences service on the Board of Directors, including periods prior to the
Effective Date. Years of Service prior to the Effective Date shall be rounded to
the nearest year.
7
ARTICLE II
Administration
--------------
SECTION 1. Authorized Shares. The maximum number of Units that may be
credited hereunder from and after May 7, 2004 is 109,654 Brink's Units. The
number of Shares that may be issued or otherwise distributed hereunder will be
equal to the number of Units that may be credited hereunder.
In the event of any change in the number of shares of Brink's Stock
outstanding by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization, any distribution to common shareholders other than cash
dividends, a corresponding adjustment shall be made to the number of shares that
may be deemed issued under the Plan by the Committee. Such adjustment shall be
conclusive and binding for all purposes of the Plan.
SECTION 2. Administration. The Committee is authorized to construe the
provisions of the Plan and to make all determinations in connection with the
administration of the Plan. All such determinations made by the Committee shall
be final, conclusive and binding on all parties, including Non-Employee
Directors participating in the Plan.
All authority of the Committee provided for in, or pursuant to, this Plan,
may also be exercised by the Board of Directors. In the event of any conflict or
inconsistency between determinations, orders, resolutions or other actions of
the Committee and the Board of Directors taken in connection with this Plan, the
actions of the Board of Directors shall control.
8
ARTICLE III
Participation
-------------
Each Non-Employee Director on the Effective Date shall be eligible to
participate in the Plan on such date. Thereafter, each Non-Employee Director
shall be eligible to participate as of the date on which he becomes a
Non-Employee Director.
ARTICLE IV
Allocations
-----------
SECTION 1. Initial Allocation. As of the Effective Date, an amount equal to
the Initial Allocation was credited to his or her Account. The amount of each
Non-Employee Director's Initial Allocation was converted into Units in the
following proportions: 50% was converted into Brink's Units, 30% was converted
into BAX Units and 20% was converted into Minerals Units. The Units were
credited to each Non-Employee Director's Account as of June 3, 1996. The number
(computed to the second decimal place) of Units so credited was determined by
dividing the portion of the Initial Allocation for each Non-Employee Director to
be allocated to each class of Units by the average of the high and low per share
quoted sale prices of Brink's Stock, BAX Stock or Minerals Stock, as the case
may be, as reported on the New York Stock Exchange Composite Transaction Tape on
June 3, 1996.
SECTION 2. Additional Allocations. As of June 1, 1997, and as of each
subsequent June 1, each Non-Employee Director (including Non-Employee Directors
elected to the Board of Directors after the Effective Date) shall be entitled to
an additional allocation to his or her Account (which allocation shall be in
addition to any retainer fees paid in cash) equal to (a) for each Non-Employee
Director who, as of such June 1 has accrued less than eight Years of Service,
50% of the annual retainer in effect for such Non-Employee Director on such June
9
1 and (b) for each Non-Employee Director who, as of such June 1, has accrued
eight or more Years of Service, 25% of the annual retainer in effect for such
Non-Employee Director on such June 1. For each calendar year after 1999, such
additional allocations shall be converted on the first trading day in June into
Brink's Units. The number (computed to the second decimal place) of Brink's
Units so credited shall be determined by dividing the amount of the additional
allocation for each Non-Employee Director for the year by the average of the
high and low per share quoted sale prices of Brink's Stock, as reported on the
New York Stock Exchange Composite Transaction Tape on the first trading date in
June.
SECTION 3. Supplemental Allocations. As of the effective date of any
increase in a Non-Employee Director's annual retainer after the Effective Date,
the number of Units to be allocated to each Non-Employee Director's Account
shall be multiplied by a fraction, the numerator of which is the amount of the
annual retainer after the increase and the denominator of which is the amount of
such retainer immediately prior to such increase.
SECTION 4. Conversion of Existing Incentive Accounts to Brink's Units. As
of the Exchange Date, all BAX Units and Minerals Units in a Non-Employee
Director's Account were converted into Brink's Units by multiplying the number
of BAX Units and Minerals Units in the Non-Employee Director's Account by the
BAX Exchange Ratio or the Minerals Exchange Ratio, respectively.
SECTION 5. Adjustments. The Committee shall determine such equitable
adjustments in the Units credited to each Account as may be appropriate to
reflect any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination, or exchange of shares, split-up,
split-off, spin-off, liquidation or other similar change in capitalization, or
any distribution to common shareholders other than cash dividends.
10
SECTION 6. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Brink's Stock, the Account
of each Non-Employee Director will be credited with an additional number of
Brink's Units, equal to the number of shares of Brink's Stock including
fractional shares (computed to the second decimal place), that could have been
purchased had such dividend or other distribution been paid to the Account on
the payment date for such dividend or distribution based on the number of Shares
giving rise to the dividend or distribution represented by Units in such Account
as of such date and assuming the amount of such dividend or value of such
distribution had been used to acquire additional Brink's Units. Such additional
Units shall be deemed to be purchased at the average of the high and low per
share quoted sale prices of Brink's Stock, as reported on the New York Stock
Exchange Composite Transaction Tape on the payment date for the dividend or
other distribution. The value of any distribution will be determined by the
Committee.
ARTICLE V
Distributions
-------------
SECTION 1. Entitlement to Benefits. Each Non-Employee Director who
completes at least five Years of Service as a Non-Employee Director shall be
entitled to receive a distribution in Brink's Stock in respect of all Units in
his or her Account if, after completion of such five Years of Service, he or
she:
(a) retires from the Board of Directors on or after attaining age 70;
(b) retires from the Board of Directors prior to age 72 at the end of
a full term of office in anticipation of attaining such age during what
would otherwise be such individual's next full term of office as a
director;
11
(c) retires from the Board of Directors prior to age 70 but after
attaining age 65, as a result of ill health, relocation (residence or
principal place of business) or entering into any governmental, diplomatic
or other service or employment if, in the opinion of outside legal counsel,
his or her continued service on the Board of Directors might create a
conflict of interest;
(d) retires from the Board of Directors at any time following a Change
in Control; or
(e) dies while serving as a Non-Employee Director.
In the event a Non-Employee Director terminates service on the Board of
Directors for any reason not described above, all Units shall be forfeited and
all rights of the Non-Employee Director to the related Shares shall terminate
without further obligation on the part of the Company.
Section 2. Distribution of Shares. Effective with respect to distributions
from a Non-Employee Director's Pre-2005 Account, each Non-Employee Director who
is entitled to a distribution of Shares pursuant to Section 1 of this Article V
shall receive a distribution in Brink's Stock, in respect of all Units standing
to the credit of such Non-Employee Director's Account, in a single lump-sum
distribution as soon as practicable following his or her termination of service
as a Non-Employee Director; provided, however, that a Non-Employee Director may
elect, at least 12 months prior to his or her termination of service, to receive
distribution of the Shares represented by the Units credited to his or her
Account in substantially equal annual installments (not more than 10) commencing
on the first day of the month next following the date of his or her termination
of service (whether by death, disability, retirement or otherwise) or as
promptly as practicable thereafter. Such Non-Employee Director may at any time
elect to change the manner of such payment, provided that any such election is
made at least 12 months in advance of his or her termination of service as a
Non-Employee Director.
12
Effective with respect to distributions from a Non-Employee Director's
Post-2004 Account, each Non-Employee Director shall receive a distribution of
such Account in Brink's Stock in respect of all Brink's Units standing to the
credit of such Non-Employee Director's Account in a single-lump sum distribution
as soon as practicable thereafter following his or her service as a Non-Employee
Director. A Non-Employee Director may elect, at least 12 months prior to his or
her termination of service, to receive distribution of the Shares represented by
the Units credited to his or her Account in equal annual installments (not more
than ten) commencing not earlier than the last day of the month next following
the fifth anniversary of the date of his or her termination of service (whether
by death, Disability, retirement or otherwise) or as promptly as practicable
thereafter.
The number of shares of Brink's Stock to be included in each installment
payment shall be determined by multiplying the number of Brink's Units in the
Non-Employee Director's Account (including any dividends or distributions
credited to such Account pursuant to Section 6 of Article IV whether before or
after the initial installment payment date) as of the lst day of the month
preceding the initial installment payment and as of each succeeding anniversary
of such date by a fraction, the numerator or which is one and the denominator of
which is the number of remaining installments (including the current
installment).
Any fractional Units shall be converted to cash based on the average of the
high and low per share quoted sale prices of the Brink's Stock as reported on
the New York Stock Exchange Composite Transaction Tape, on the last trading day
of the month preceding the month of distribution and shall be paid in cash.
13
ARTICLE VI
Designation of Beneficiary
--------------------------
A Non-Employee Director may designate in a written election filed with the
Committee a beneficiary or beneficiaries (which may be an entity other than a
natural person) to receive all distributions and payments under the Plan after
the Non-Employee Director's death. Any such designation may be revoked, and a
new election may be made, at any time and from time to time, by the Non-Employee
Director without the consent of any beneficiary. If the Non-Employee Director
designates more than one beneficiary, any distributions and payments to such
beneficiaries shall be made in equal percentages unless the Non-Employee
Director has designated otherwise, in which case the distributions and payments
shall be made in the percentages designated by the Non-Employee Director. If no
beneficiary has been named by the Non-Employee Director or no beneficiary
survives the Non-Employee Director, the remaining Shares (including fractional
Shares) in the Non-Employee Director's Account shall be distributed or paid in a
single sum to the Non-Employee Director's estate. In the event of a
beneficiary's death, the remaining installments will be paid to a contingent
beneficiary, if any, designated by the Non-Employee Director or, in the absence
of a surviving contingent beneficiary, the remaining Shares (including
fractional Shares) shall be distributed or paid to the primary beneficiary's
estate in a single distribution. All distributions shall be made in Shares
except that fractional shares shall be paid in cash.
14
ARTICLE VII
Miscellaneous
-------------
SECTION 1. Nontransferability of Benefits. Except as provided in Article
VI, Units credited to an Account shall not be transferable by a Non-Employee
Director or former Non-Employee Director (or his or her beneficiaries) other
than by will or the laws of descent and distribution or pursuant to a domestic
relations order. No Non-Employee Director, no person claiming through a
Non-Employee Director, nor any other person shall have any right or interest
under the Plan, or in its continuance, in the payment of any amount or
distribution of any Shares under the Plan, unless and until all the provisions
of the Plan, any determination made by the Committee thereunder, and any
restrictions and limitations on the payment itself have been fully complied
with. Except as provided in this Section 1, no rights under the Plan, contingent
or otherwise, shall be transferable, assignable or subject to any pledge or
encumbrance of any nature, nor shall the Company or any of its Subsidiaries be
obligated, except as otherwise required by law, to recognize or give effect to
any such transfer, assignment, pledge or encumbrance.
SECTION 2. Limitation on Rights of Non-Employee Director. Nothing in this
Plan shall confer upon any Non-Employee Director the right to be nominated for
reelection to the Board of Directors. The right of a Non-Employee Director to
receive any Shares shall be no greater than the right of any unsecured general
creditor of the Company.
SECTION 3. Term, Amendment and Termination.
(a) The Plan shall terminate on May 15, 2014, unless the Company's
shareholders approve its extension.
15
(b) The Corporate Governance and Nominating Committee of the Board of
Directors may from time to time amend any of the provisions of the Plan, or may
at any time terminate the Plan; provided, however, that the allocation formulas
included in Article IV may not be amended more than once in any six-month
period. No amendment or termination shall adversely affect any Units (or
distributions in respect thereof) which shall theretofore have been credited to
any Non-Employee Director's Account without the prior written consent of the
Non-Employee Director.
SECTION 4. Funding. The Plan shall be unfunded. Shares shall be acquired
(a) from the trustee under the Employee Benefits Trust Agreement made December
7, 1992, as amended from time to time, (b) by purchases on the New York Stock
Exchange or (c) in such other manner, including acquisition of Brink's Stock,
otherwise than on said Exchange, at such prices, in such amounts and at such
times as the Company in its sole discretion may determine.
SECTION 5. Governing Law. The Plan and all provisions thereof shall be
construed and administered according to the laws of the Commonwealth of
Virginia.
16
Schedule A
----------
The Initial Allocation for each Non-Employee Director shall be the amount
set forth in a report prepared by Foster Higgins dated February 7, 1996.