SEPARATION AND DISTRIBUTION AGREEMENT By and Between THE BRINK’S COMPANY and BRINK’S HOME SECURITY HOLDINGS, INC. Dated as of [ ] [ ], 2008Separation and Distribution Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT dated as of [ ] [ ], 2008, is by and between THE BRINK’S COMPANY, a Virginia corporation (“Brink’s”), and BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (“BHS”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) dated as ofNon-Competition and Non-Solicitation Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services
WHEREAS, pursuant to a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) dated as of [ ] [ ], 2008, Brink’s has agreed to distribute, on a pro rata basis, to the Record Holders all the outstanding shares of BHS Common Stock owned by Brink’s on the Distribution Date (the “Distribution”); and
BRAND LICENSING AGREEMENTBrand Licensing Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services
This BRAND LICENSING AGREEMENT (this “AGREEMENT”) dated as of [ ], 2008, is by and between Brink’s Network, Incorporated, a Delaware corporation (“LICENSOR”), and Brink’s Home Security Holdings, Inc., a Virginia corporation (“LICENSEE”).
CHANGE IN CONTROL AGREEMENT dated as of July 15, 2008 between Brink’s Home Security, Inc. a Delaware corporation (the “Company”) and __________________ (the “Executive”)Change in Control Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services • Virginia
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services
Virginia corporation (“BHS”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 18th, 2008 • Brink's Home Security Holdings, Inc. • Services-miscellaneous business services
This TRANSITION SERVICES AGREEMENT dated as of [ ], 2008 (this “Agreement”), by and among The Brink’s Company, a Virginia corporation (“Brink’s”), and Brink’s Home Security Holdings, Inc., a Virginia corporation (“Holdings”).
