ADT 2006 Annual Report Download - page 36

under the Company’s executive flexible perquisite allowance program. The actual flexible perquisite allowance payment made
to Mr. Lytton was offset for the use of Company leased vehicles in the amount of $23,416. The amounts shown in the table
for Messrs. Breen and Lytton include gross-ups in the amount of $54,602 and $40,436 respectively, on universal life insurance
and supplemental disability premium payments. Mr. Lynch received a gross-up of $53,974 on his relocation benefit.
(5) The value of perquisites provided to Dr. Gromer was less than $50,000 during fiscal 2004. The value shown in the table for
fiscal 2004 includes the calculated incremental cost to the Company for Messrs. Breen and Lytton for their personal use of
Company aircraft in the amounts of $122,500 and $94,830, respectively. In fiscal 2004, Mr. Breen and Mr. Lytton each
received certain additional compensation and related tax gross-ups in the amount of $70,300 and $9,773, respectively, as
provided in their employment contracts, for reimbursement of the difference between the 2003 New York tax obligation and
the resident state tax obligation that would have been due had they worked at the Princeton, New Jersey office location
during the 2003 period. The related tax gross-up for this New York tax reimbursement equaled $44,795 for Mr. Breen and
$6,677 for Mr. Lytton. The amounts shown in the table for Mr. Lytton also include cash perquisite allowances of $66,250,
under the Company’s executive flexible perquisite allowance program. The actual flexible perquisite allowance payment made
to Mr. Lytton was offset for the use of Company leased vehicles in the amount of $23,416. The amounts shown in the table
for Messrs. Breen and Lytton include gross-ups in the amount of $34,341 and $33,507 respectively, on universal life insurance
and supplemental disability premium payments.
(6) Amounts set forth in the stock award column represent the grant-date value ($29 per share) of time-based restricted stock
and performance based stock units (‘‘PSUs’’) that were granted to Messrs. Breen, Coughlin, Lytton, Gromer and Lynch on
November 22, 2005. These shares are cliff vested at the end of three years. Shares held by Messrs. Breen, Coughlin, Lytton
and Lynch receive dividends and have voting rights. Due to local country tax laws, Dr. Gromer’s award was in the form of
restricted stock units (‘‘RSUs’’) (i.e., no shares will be issued to him until the date of vesting). RSUs and PSUs do not have
voting rights nor do they receive dividends or dividend equivalents.
The value of all restricted shares and units, performance stock units and/or vested and unvested DSUs held by the Named
Officers on September 29, 2006 is based a price of $27.96 per Tyco common share, which represents the average of the high
and low share prices on the NYSE on September 29, 2006, and is as follows: Mr. Breen—$56,243,916, which includes
500,000 restricted shares, 120,000 PSUs and 1,391,585 DSUs; Mr. Coughlin—$6,011,400, which includes 160,000 restricted
shares and 55,000 PSUs; Mr. Lytton—$8,908,615, which includes 128,000 restricted shares, 36,000 PSUs and 154,620 DSUs;
Dr. Gromer—$13,291,177, which includes 439,364 RSUs and 36,000 PSUs; and Mr. Lynch—$6,235,080, which includes
192,000 restricted shares and 31,000 PSUs. DSUs are a contractual obligation to receive shares in the future, thus the value
of all vested and unvested units are included in this total. The September 29, 2006 values set forth in DSUs include the
value of dividend equivalents. As previously disclosed on Form 8-K, Tyco’s Board of Directors awarded performance share
awards to certain senior management employees, including the Company’s named executive officers and Senior Officers,
effective November 22, 2005. The awards vest on the third anniversary of the grant date and the number of shares awarded
are based on the attainment of certain performance metrics over the three-year period. In conjunction with the
announcement of the Proposed Separation of the Company into three publicly-traded companies, Tyco’s Compensation and
Human Resources Committee approved an amendment to the November 22, 2005 performance share awards, effective
July 13, 2006 and contingent on the successful completion of the Proposed Separation, which provides that one-third of the
awards will be based on the attainment of certain performance metrics through the end of Fiscal Year 2006 and will continue
to vest on the third anniversary of the grant date with the original grant term. The remaining two-thirds of the awards will
vest on the third anniversary of the grant date, without regard to the attainment of the performance metrics.
(7) The amounts shown in the table for fiscal 2006 reflect Tyco contributions made on behalf of the Named Officers under
Tyco’s qualified defined contribution plan and accruals on behalf of the Named Officers under the non-qualified
supplemental savings and retirement plan (also a defined contribution plan) as follows:
Company Matching Contribution Company Contribution
Name (qualified plan) (non-qualified plan)
Edward D. Breen .................... $11,000 $144,515
Christopher J. Coughlin ................ $11,000 $ 46,030
William B. Lytton .................... — $54,115
Juergen W. Gromer .................. — —
Thomas J. Lynch .................... $10,000 $ 56,398
As of September 30, 2006, the total account balance for Messrs. Breen, Coughlin, Lytton and Lynch under the Company’s
qualified and non-qualified contribution plans was $1,070,404, $138,330, $240,696 and $793,457 respectively. The amount
shown in the table for fiscal 2006 for Messrs. Breen, Lytton and Lynch also includes taxable payments on their behalf of
universal life insurance premiums of $50,405, $32,279, and $24,918, respectively. The amount shown in the table for fiscal
2006 for Messrs. Breen, Coughlin, Lytton and Lynch also includes taxable payments on their behalf of long-term disability
insurance and excess disability insurance premiums of $31,522, $1,807, $20,350, and $11,916 respectively. The amount shown
in the table for fiscal 2006 for Messrs. Breen, Coughlin, Lytton and Lynch, also includes payments on behalf of them and
their spouses of extended care insurance premiums of $15,428, $21,210, $20,855 and $20,974, respectively. The amount in the
table for Mr. Lynch includes a relocation benefit in the amount of $1,133.
(8) Mr. Coughlin’s reported bonus for fiscal year 2005 includes a sign-on bonus of $100,000.
24 2007 Proxy Statement