Brink Option Subscription Agreement

Exhibit 10.1


Execution Copy


- --------------------------------------------------------------------------------


MANAGEMENT OPTION SUBSCRIPTION AGREEMENT


between


BRINK INTERNATIONAL, B.V.


and


THE SIGNATORY HERETO NAMED ON THE SIGNATURE PAGE HERETO UNDER THE
CAPTION "OPTIONHOLDER"


Dated as of May 17, 2005


------------------------------------------------------------------------------


MANAGEMENT OPTION SUBSCRIPTION AGREEMENT


MANAGEMENT OPTION SUBSCRIPTION AGREEMENT, dated as of May 17, 2005 (the "AGREEMENT"), by and between Brink International B.V. (the "COMPANY"), a private company with limited liability ("besloten vennootschap met beperkte aansprakelijkheid") organized and existing under the laws of The Netherlands, having its corporate seat at Staphorst (address: 7951 CX Staphorst, Industrieweg 5, The Netherlands), and the person listed on the signature page hereto under the heading "Optionholder" (such person being referred to as the "OPTIONHOLDER").


WHEREAS, the Optionholder desires to acquire from the Company, and the Company also desires to grant to the Optionholder options ("the OPTIONS") to acquire 7254 ordinary shares of the Company (the "SHARES") as set forth opposite the name of the Optionholder on Annex I hereto, that are subject to a right of repurchase by the Company or a right and obligation to transfer to an ultimate purchaser designated by the Company in accordance with an Option Repurchase Agreement in the form attached hereto as Exhibit A (the "OPTION REPURCHASE AGREEMENT") for a purchase price, consisting of cash, as set forth opposite the name of the Purchaser on ANNEX I (the "PURCHASE PRICE");


WHEREAS, the acquisition of the Options from the Company shall be conditioned upon the Optionholder entering into the Option Repurchase Agreement.


NOW, THEREFORE, the parties hereto hereby agree as follows:


1. DEFINITIONS.


As used in this Agreement, the following terms shall have the meanings ascribed to them below:


"AGREEMENT" shall have the meaning set forth in the first paragraph hereof.


"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized by law or regulation to be closed in New York, New York.


"COMPANY" shall have the meaning set forth in the first paragraph hereof.


"COMPANY SECURITIES" shall have the meaning set forth in Section 2.


"OPTION REPURCHASE AGREEMENT" shall have the meaning set forth in the first recital hereto.


"OPTIONHOLDER" shall have the meaning set forth in the first paragraph hereof.


"OPTIONS" shall have the meaning set forth in the first recital hereto.


"PRINCIPAL DOCUMENT" shall include this Agreement and the Option Repurchase Agreement.


"PURCHASE PRICE" shall have the meaning set forth in the first recital hereto.


"SHARES" shall have the meaning set forth in the first recital hereto.


2. ACQUISITION.


(a) ACQUISITION. Upon the execution hereof and on the terms set forth in this Agreement, the Optionholder hereby agrees to acquire, and the Company hereby agrees to grant to the Optionholder, not later than May __, 2005, the number of Options set forth opposite his name on ANNEX I for the aggregate Purchase Price set forth opposite his name thereon. The Options granted pursuant to this Agreement are sometimes referred to herein as the "COMPANY SECURITIES."


(b) THE CLOSING. Upon the execution hereof, (x) the Company shall issue the Options to the Optionholder, against payment of the aggregate Purchase Price, (the issuance of Options shall be evidenced by the execution of this agreement), (y) the Purchaser shall deliver to the Company the Purchase Price required to be paid in cash as set forth on ANNEX I hereto and (z) each party to this Agreement shall deliver to the other such other documents, instruments and writings as may be required to be delivered in accordance with this Agreement or as may be reasonably requested by such other party, including, but not limited to, the Option Repurchase Agreement.


3. REPRESENTATIONS AND WARRANTIES OF THE OPTIONHOLDER.


(a) The Optionholder represents and warrants that he is acquiring Company Securities for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Markets (Supervision) Act 1995 (Wet toezicht effectenverkeer 1995). The Optionholder agrees that he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Company Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Company Securities), except in compliance with the Securities Markets (Supervision) Act 1995 (Wet toezicht effectenverkeer 1995), the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of this Agreement, the Operating Agreement and the Option Repurchase Agreement. The Optionholder represents and warrants that no other person or entity will have any interest, beneficial or otherwise, in Company Securities acquired by the Optionholder hereby, except as set forth in the Option Repurchase Agreement.


(b) The Optionholder represents and warrants that (i) he can afford to hold Company Securities for an indefinite period and to suffer the complete loss of its investment in Company Securities, (ii) he understands and has taken cognizance of all the risk factors related to his acquisition of Company Securities and (iii) his knowledge and experience in financial and


2


business matters is such that he is capable of evaluating the merits and risks of acquiring Company Securities.


(c) The Optionholder represents and warrants that neither the execution and delivery by the Optionholder of this Agreement or any Principal Docu ...