0000078890-16-000109 Sample Contracts

To: From: Date: Subject: Inducement Stock Option Award Agreement
Inducement Stock Option Award Agreement • October 26th, 2016 • Brinks Co • Arrangement of transportation of freight & cargo • Virginia

Unless otherwise provided under this Award Agreement, subject to your continued employment by the Company or one of its Subsidiaries from the Grant Date through ______________ (the “Vesting Date”), and your continued holding of the “Purchased Stock” (as defined in the Offer Letter, dated as of ________________, between the Company and you (the "Offer Letter")) through the Vesting Date (the “Holding Condition”), a number of Options determined as follows shall vest:

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To: From: Date: Subject: Inducement Restricted Stock Unit (RSU) Award Agreement
Inducement Restricted Stock Unit (Rsu) Award Agreement • October 26th, 2016 • Brinks Co • Arrangement of transportation of freight & cargo • Virginia

Unless otherwise provided under this Award Agreement, subject to your continued employment by the Company or one of its Subsidiaries from the Grant Date through _____________ (the “Vesting Date”), and your continued holding of the “Purchased Stock” (as defined in the Offer Letter dated as of _____________, between the Company and you (the "Offer Letter")) through the Vesting Date (the “Holding Condition”), the Company shall deliver to you, as soon as practicable following the Vesting Date, ________ Shares. Notwithstanding the foregoing, no RSUs shall vest and no Shares shall be payable in respect of this Award unless, for the period commencing on _____________ and ending on _____________ (the “Performance Period”), the Company realizes positive Non-GAAP income from continuing operations (the “Income Threshold”). For purposes of this Award Agreement, “Non-GAAP income from continuing operations” shall be determined in the same manner in which it is determined for inclusion in documents f

To: From: Date: Subject: Promotion Stock Option Award Agreement
Promotion Stock Option Award Agreement • October 26th, 2016 • Brinks Co • Arrangement of transportation of freight & cargo • Virginia

On _____________ (the “Grant Date”), the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company (the “Company”), in accordance with the terms of The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), granted you this award (this “Award”) of nonqualified stock options (the “Options”) to purchase ________ shares of common stock of the Company (each, a “Share”) at a price of $________ per Share. Capitalized terms that are used but not defined herein or in the Terms and Conditions attached hereto (collectively, this “Award Agreement”) shall have the meanings ascribed to such terms in the Plan.

To: From: Date: Subject: Promotion Restricted Stock Unit (RSU) Award Agreement
Promotion Restricted Stock Unit (Rsu) Award Agreement • October 26th, 2016 • Brinks Co • Arrangement of transportation of freight & cargo • Virginia

On _____________ (the “Grant Date”), the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company (the “Company”), in accordance with the terms of The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), granted you this award (this “Award”) of ________ restricted stock units (“RSUs”). Subject to attainment of the applicable vesting conditions, each RSU represents the right to a future payment of one share of common stock of the Company (a “Share”). Capitalized terms that are used but not defined herein or in the Terms and Conditions attached hereto (collectively, this “Award Agreement”) shall have the meanings ascribed to such terms in the Plan.

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