ADT 2005 Annual Report Download - page 54

sum. His deferred compensation benefit under our Supplemental Savings and Retirement Plan will be
paid to him in fifteen annual installments, beginning in July 2006.
The agreement provides a general release of claims in favor of Tyco (and related parties). Under
the agreement, Mr. FitzPatrick agreed to be bound by restrictive covenants regarding confidentiality of
Company information, nonsolicitation of Company employees and customers, noncompetition, return of
Company property and nondisparagement and he ratified the restrictive covenants in the employment
agreement. In addition, Mr. FitzPatrick agreed to cooperate with investigations, administrative
proceedings and litigation, and we agreed to pay $2,500 per day for such cooperation after termination
of Mr. FitzPatrick’s employment and to reimburse him for reasonable expenses incurred in connection
with such cooperation. The agreement supersedes his employment agreement, except for the provisions
of Section 11 (restrictive covenants), which restricts Mr. FitzPatrick from soliciting Tyco’s employees
and customers or competing with Tyco during the term of his employment and for a period of one year
following termination. Both Tyco and Tyco International (US) Inc. have agreed, pursuant to the
agreement, to indemnify Mr. FitzPatrick to the fullest extent permitted by law and under Tyco’s
Bye-laws.
Equity Compensation Plan Information
The following table provides information as of September 30, 2005 with respect to Tyco’s common
shares issuable under its equity compensation plans:
Number of securities Number of securities remaining
to be issued upon Weighted-average available for future issuance
exercise of outstanding exercise price of under equity compensation plans
options, warrants and outstanding options, (excluding securities reflected in
rights warrants and rights column (a))
Plan Category (a) (b) (c)
Equity compensation plans
approved by security holders
2004 Stock & Incentive
Plan(1) ................ 40,040,944 $32.24 171,947,384
LTIP(2) ................. 34,230,565 $27.77 —
1994 Restricted Stock Plan(4) . 1,388,440 — —
ESPP(5) ................ — — 1,458,073
Subtotal ................ 75,659,949 — 173,405,457
Equity compensation plans
not approved by security
holders
LTIP II(3) ............... 62,422,306 $33.65 —
SAYE(6) ................ 2,485,070 $16.84 7,362,200
Irish Bonus Plan(5) ........ — — 1,173,181
Subtotal ................ 64,907,376 — 8,535,381
Total ................. 140,567,325 — 181,940,838
(1) The Tyco International Ltd. 2004 Stock and Incentive Plan provides for the award of stock options,
restricted shares and other equity and equity-based awards to Board members, officers and
non-officer employees. Amount shown includes 42,984 DSUs, 77 DSUs credited to all DSU
accounts due to dividend equivalents earned on each DSU account, 1,250 miscellaneous stock
award shares, 5,061,667 restricted shares and 823,105 restricted stock units.
(2) The Tyco International Ltd. Long Term Incentive Plan (‘‘LTIP’’) allows for the grant of stock
options and other equity or equity-based grants to Board members, officers and non-officer
employees. Amounts shown exclude 11,986,816 outstanding stock options assumed in connection
with acquisitions at a weighted-average exercise price of $43.37. No additional options may be
granted under those assumed plans. Amount shown includes 1,783,667 DSUs, 27,204 DSUs
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