Eligibility to Participate. All Employees are eligible to be selected to participate in the Plan. The Committee shall, in its sole discretion, designate which Employees will be Participants for the applicable Performance Period. The Committee may, in its sole discretion, designate an employee of a Joint Venture a Participant for the applicable Performance Period, and such employee will be treated as an Employee of the Company or a Subsidiary solely for purposes of this Plan.

Eligibility to Participate. Only ​ shall be eligible to participate in the arrangement under this Agreement.

Eligibility to Participate in Omnibus Incentive Compensation Plan. You will be eligible to participate in ​’s Omnibus Incentive Compensation Plan (the “Plan”), under which ​ grants to employees nonqualified stock options (“Options”) and restricted stock units (“RSUs”) that are subject to service- and performance-based vesting conditions. We are prepared to recommend to ​’s Board of Directors (or its committee) an award to you of one-time grants consisting of: # RSUs subject to service-based vesting conditions representing shares of ​’s Class A common stock with an award value of ​ (the “RSU Award Value”); # RSUs subject to performance-based vesting conditions (“PSUs”), the target amount of which shall represent shares of ​’s Class A common stock with an award value of ​ (the “PSU Award Value”); and # Options to purchase the number of shares of ​’s Class A common stock with an award value of ​ (the “Options Award Value”), subject to service-based vesting conditions and a maximum term of ten years. Any such grants of RSUs, PSUs and Options are subject to the approval of ​’s Board of Directors (or its committee) and to the terms and conditions of the Plan and the RSU, PSU or Option grant agreement (as applicable) on the form for executive officers evidencing the terms and conditions of such grant, including the applicable vesting schedule, acceleration provisions and – in the case of PSUs – the performance goals, performance period(s) and maximum number of PSUs that may be earned over such period(s). The Board of Directors (or its committee) retains the discretion to change the RSU Award Value, PSU Award Value and/or Options Award Value, or to determine not to grant any RSUs, PSUs and/or Options to you whatsoever. The number of RSUs to be awarded to you will be based on dividing the RSU Award Value by the closing price of CarGurus’ Class A common stock on the Nasdaq Stock Market on the grant approval date, rounded down to the nearest whole share. The target number of PSUs to be awarded to you will be based on dividing the PSU Award Value by the closing price of CarGurus’ Class A common stock on the Nasdaq Stock Market on the grant approval date, rounded down to the nearest whole share. The number of shares of ​’s Class A Common Stock underlying the Options to be awarded to you will be based on the Black-Scholes value on the grant approval date, rounded down to the nearest whole share.

Eligibility to participate

Any director of The Brink’s Company (the “Company”) who is entitled to receive fees for services (including, without limitation, # retainer fees that the Company elects to pay in the form of awards of common stock of the Company (“Common Stock” and, such awards, “Deferred Stock Unit Awards”), # cash retainer fees that such director elects to receive in the form of Common Stock (“Stock Retainer Fee Awards”) and other equity awards (collectively, with Deferred Stock Unit Awards and Stock Retainer Fee Awards, the “Equity Awards”) granted under the Company Non-Employee Directors’ Equity Plan or any successor plan thereto (each, a “Company Equity Plan”) or cash dividend equivalent payments under Equity Awards granted under a Company Equity Plan) as hereinafter provided may become a participant (“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. Except as set forth in paragraph 1(c) and subject to paragraph 7, participation in the Plan shall be effective and irrevocable as of the last day of the calendar year in which the election is made, and the Company shall thereupon establish for such Participant a deferred compensation account or accounts, as applicable (each an “Account”), to which amounts shall be credited as hereinafter provided. Effective January 1, 2005, the Company shall maintain a Pre-2005 Cash Account and a Post-2004 Cash Account for each Participant. A Participant’s Pre-2005 Cash Account shall document any cash amounts deferred under the Plan by the Participant and any other cash amounts credited hereunder which were earned and vested prior to January 1, 2005. A Participant’s Post-2004 Cash Account shall document any cash amounts deferred under the Plan by the Participant and any other cash amounts credited hereunder on and after January 1, 2005 (including any cash dividend equivalent payments under Equity Awards deferred in accordance with the Plan), plus any cash amounts deferred or credited prior to January 1, 2005, which were not earned or vested as of December 31, 2004. Effective May 2, 2014, the Company shall maintain an Equity Account for each Participant. A Participant’s Equity Account shall document any Equity Awards (but not cash dividend equivalent payments thereon, which shall be documented in the Participant’s Post-2004 Cash Account) deferred under the Plan by the Participant.

Eligibility. Persons eligible to participate in the Plan are limited to Non-Employee Directors.

Eligibility. Directors, Officers and all other key employees of the Company or any of its Affiliates (each an “Eligible Participant”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan.

Eligibility. Notwithstanding any other provision of this Plan to the contrary, an ISO may only be granted to full or part-time employees (including officers) of the Company or of an Affiliate, provided that the Affiliate is a Parent or Subsidiary.

Eligibility. The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any officer or other employee of the Company or its Affiliates; an individual that the Company or an Affiliate has engaged to become an officer or employee; a consultant who provides services to the Company or its Affiliates; or a Director, including a Non-Employee Director. The Administrator’s granting of an Award to a Participant will not require the Administrator to grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type of Award to such individual.

Eligibility. The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall each year determine the Executive Officers of the Company eligible to participate in the Plan (the “Participants”). For purposes hereof, “Executive Officers” shall mean the Chief Executive Officer and the Chief Operating Officer of the Company, each executive of the Company or an Affiliate who reports directly to the Chief Executive Officer or the Chief Operating Officer of the Company, and any other executive of the Company or an Affiliate as may be selected by the Committee or who is an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As used herein, “Affiliate” shall mean each corporation that is a member of the Company’s affiliated group, within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”) (without regard to Section 1504(b) of the Code) other than any subsidiary of the Company that is itself a publicly held corporation as such term is defined in Section 162(m) of the Code and the Treasury regulations issued thereunder and any subsidiaries of such publicly held corporation subsidiary.