EXHIBIT 99.5
The Brink's Company
Richmond, Virginia
Plan for Deferral of Directors' Fees
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THE BRINK'S COMPANY
Plan for Deferral of Directors' Fees
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1. Election to Participate. Any director ("Participant") of The Brink's
Company (the "Company") who is entitled to receive fees for services as
hereinafter provided may become a Participant in this Plan for Deferral of
Directors' Fees (the "Plan") by giving to the Company a written election in
accordance with this paragraph 1. Participation in the Plan shall be effective
on the date of such election, and the Company shall thereupon establish for such
Participant a deferred compensation account ("Account") to which amounts shall
be credited as hereinafter provided. Effective January 1, 2005, the Company
shall maintain a Pre-2005 Account and a Post-2004 Account for each Participant.
A Participant's Pre-2005 Account shall document the amounts deferred under the
Plan by the Participant and any other amounts credited hereunder which are
earned and vested prior to January 1, 2005. A Participant's Post-2004 Account
shall document the amounts deferred under the Plan by the Participants and any
other amounts credited hereunder on and after January 1, 2005, plus any amounts
deferred or credited prior to January 1, 2005, which are not earned or vested as
of December 31, 2004. Each election made by a Participant in any calendar year
shall state that:
(i) the entire amount of annual retainer fee for serving as a member of the
Board of Directors of the Company (the "Board"), and/or
(ii) the entire amount of attendance fees for attending meetings of the
Board of Directors or any committee of the Board, and/or
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(iii) the entire amount of fees for performing other services for the
Company at the request of the Chairman of the Board, or
(iv) the entire amount of annual retainer fee, attendance fees and fees for
performing other services, payable to such Participant for subsequent years
(unless discontinued as provided in paragraph 5 below) shall be credited to such
Participant's Account on the respective dates on which such amounts shall become
payable. Each such election shall also contain a payment election providing for
the manner in which amounts so credited shall be paid from such Account in
accordance with paragraph 3 below.
2. Increments to Accounts. Amounts credited to each Account for any
calendar quarter shall be increased by the Plan Rate (as hereinafter defined),
compounded quarterly, from and after the applicable date of credit until the
date of payment from such Account. The "Plan Rate" for any calendar quarter
shall be the prime commercial lending rate of J.P. Morgan Chase & Co. in effect
on the last day of the preceding calendar quarter, or such other rate as the
Board may establish for the purpose of the Plan.
3. Payments from Accounts. Each payment election by a Participant made
pursuant to paragraph 1 above shall provide that distributions from such
Participant's Account shall be made in one lump sum or in two or more annual
payments (not exceeding ten) which shall be equal, except that there shall be
added and paid with each installment after the first an amount equal to the
increment credited to such account, as provided in paragraph 2 above, since the
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date of the last preceding installment. Each such payment election shall also
provide that such payment shall commence on the first day of that month which
shall be identified in such election and which may be before or after the date
on which such Participant shall cease to be a director of the Company but which
shall not be earlier than January 1 of the year next following the year in which
the election is made.
4. Death of a Participant. Notwithstanding the provisions of paragraph 3,
upon a Participant's death, the Company shall within six months thereafter pay
to such Participant's estate, or to such beneficiary as such Participant may
have designated by written notice to the Company, the entire amount in such
Participant's Account at the date of payment, including any increment provided
for in paragraph 2 above. A Participant may by like notice cancel such
designation, and may make a new designation as hereinabove provided.
5. Changes in Election. A Participant may, by giving written notice to the
Company in any year, elect to discontinue participation in the Plan with respect
to (i) annual retainer fees and/or (ii) attendance fees and/or (iii) fees for
other services becoming payable to such Participant. By like notice given prior
to the end of any subsequent year, a Participant may resume participation in the
Plan effective at any time after the beginning of the year next following the
date of such notice. A Participant may, by like notice in any year, cancel any
payment election with respect to amounts to be credited to such Participant's
Pre-2005 Account for subsequent years, but any such cancellation shall be
accompanied by a new payment election, made in accordance with paragraph 3
above, with respect to such amounts. A Participant who has a Post-2004 Account
may, by like notice in any year, cancel any payment election with respect to
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amounts deferred to his Post-2004 Account, but any such cancellation shall be
accompanied by a new payment election which cannot commence earlier than the
first day of the month next following the fifth anniversary of the date such
amounts otherwise would have been paid. Any such election shall become effective
on the 12-month anniversary of the date the election is made. Except as
hereinabove provided in this paragraph 5, all elections under the Plan shall be
irrevocable.
6. Status of Accounts. Accounts established pursuant to the Plan shall
represent unsecured obligations of the Company to pay to the respective
Participants the amounts in such Accounts in accordance with the Plan. In no
event shall any trust be created in favor of any Participant, nor shall any
Participant have any property interest in any Account or in any other assets of
the Company. Accounts shall not be assignable by Participants except as and to
the extent provided in paragraph 4 above.
7. Plan Amendment or Termination. The Plan may be amended from time to
time, and may be terminated at any time, by resolution of the Board. No such
amendments shall alter the date or dates for making payments in respect of
amounts theretofore credited to Accounts, and in case of such termination, the
Plan shall continue in full force and effect with respect to all amounts in
Accounts at the date of termination.
8. Effective Date. The Plan initially became effective with respect to
annual retainer fees and attendance fees payable to directors for services on
and after January 1, 1985. The Plan as hereby amended and restated shall be
effective with respect to annual retainer fees, attendance fees and fees for
other services payable to directors for services on and after January 1, 1990.
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Effective January 1, 2005, the Plan was amended to comply with the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code") 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 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 deferred on and after January 1, 2005, plus any amounts deferred
prior to January 1, 2005, that are not earned and vested as of such date (plus
earnings on such amounts deferred). Amounts deferred 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.
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Amended and Restated effective January 1, 2005