ADT 2005 Annual Report Download - page 40

(other than for cause) or (ii) a change in control of the Company. Upon such termination or
change in control, as the case may be, the Company will issue to the individual the number of Tyco
common shares equal to the aggregate number of vested DSUs credited to the individual,
including DSUs received through the accrual of dividend equivalents.
(4) Includes the maximum number of shares as to which these individuals can acquire beneficial
ownership upon the exercise of stock options that are currently vested or will vest before
December 2, 2005 as follows: Admiral Blair, 20,000; Mr. Breen, 5,950,000; Mr. FitzPatrick,
1,741,667; Mr. Gordon, 20,000; Dr. Gromer, 2,490,308; Mr. Krol, 24,110; Mr. Lynch, 138,334;
Mr. Lytton, 748,334; Mr. McCall, 20,000; Mr. McDonald, 20,000; Mr. Meelia, 2,547,608;
Dr. O’Neill, 20,000; Ms. Wijnberg, 20,000; and Mr. York, 20,000.
(5) Includes 4,000 shares owned by Mr. Gupta’s spouse.
(6) Includes 9,700 shares held indirectly as to which voting and/or investment power is shared with or
controlled by another person and as to which voting beneficial ownership is not disclaimed.
The following table sets forth the information indicated for persons or groups known to the
Company to be beneficial owners of more than 5% of the outstanding common shares.
Number of Percentage of Common
Common Shares Stock Outstanding on
Name and Address of Beneficial Owner Beneficially Owned October 3, 2005
FMR Corp.(1) ..................................... 133,904,152 6.6%
82 Devonshire Street
Boston, MA 02109
Capital Research and Management Company(2) ............ 133,874,660 6.6%
333 South Hope Street
Los Angeles, CA 90071
(1) The amount shown for the number of common shares beneficially owned and the following
information was provided by FMR Corp. pursuant to a Schedule 13G/A dated February 14, 2005,
indicating beneficial ownership as of December 31, 2004. The Schedule 13G/A indicates that FMR
Corp., on behalf of certain of its direct and indirect subsidiaries, and Fidelity International
Limited, on behalf of certain of its direct and indirect subsidiaries (collectively, ‘‘Fidelity’’),
indirectly held the indicated number of common shares. The beneficial ownership of the common
shares arises in the context of passive investment activities by the various investment accounts
managed by Fidelity, and Fidelity has sole dispositive power over all of the shares indicated.
According to the Schedule 13G/A, Edward C. Johnson 3d and Abigail P. Johnson also hold sole
dispositive power over the common shares held by Fidelity. The amount indicated assumes the
conversion of the following convertible notes held by Fidelity: Tyco International Group S.A.
3.125% Series B Senior Convertible Debentures due 2023, which convert into 8,468,986 common
shares.
(2) The amount shown for the number of common shares beneficially owned and the following
information was provided by Capital Research and Management Company pursuant to a
Schedule 13G/A dated February 14, 2005, indicating beneficial ownership as of December 31, 2004.
Capital Research and Management Company is an investment advisor registered under Section 203
of the Investment Advisor Act of 1940 and has indicated that it has sole dispositive power with
respect to the 133,874,660 common shares as a result of acting as an investment advisor to various
investment companies. The amount indicated includes 3,448,660 common shares resulting from the
assumed conversion of Tyco International Group S.A. 3.125% Series B Senior Convertible
Debentures due 2023 held by Capital Research and Management Company.
22 2006 Proxy Statement