ADT 2006 Annual Report Download - page 44

attained; and (vii) in Tyco’s discretion, up to 12 months of outplacement services. Cash severance
benefits are paid in a single lump sum payment following the Executive’s execution of a general release
of claims. The Executive also must agree to non-competition, confidentiality and non-solicitation
provisions, and benefits may be cancelled or recovered if he does not comply with those provisions or
violates the release of claims. In the event that payments to the executive would be subject to Internal
Revenue Code Section 4999 excise taxes as a result of the change in control, the Executive’s benefits
would be reduced to the maximum amount payable without triggering excise tax liability, but only if the
Executive’s after-tax benefits applying the reduction exceed his after-tax benefits without the reduction.
The Proposed Separation is not deemed a change in control of Tyco.
Equity Compensation Plan Information
The following table provides information as of September 29, 2006 with respect to Tyco’s common
shares issuable under its equity compensation plans:
EQUITY COMPENSATION PLAN INFORMATION as of September 29, 2006
Number of securities remaining
Number of Securities available for future issuance
to be issued upon Weighted-average under equity compensation plans
exercise of outstanding exercise price of (excluding
options, warrants and outstanding options, 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) ................ 51,755,204 $31.43 160,657,713
LTIP(2) ................. 28,195,141 $33.41 —
1994 Restricted Stock Plan(4) . 225,674 — —
ESPP(5) ................ — — 9,426,335
Subtotal .................. 80,176,019 — 170,084,048
Equity compensation plans not
approved by security holders
LTIP II(3) ................. 45,114,700 $33.23 —
SAYE(6) .................. 1,364,749 $23.89 6,829,222
Irish Bonus Plan(5) .......... — — 1,171,975
Subtotal .................. 46,479,449 — 8,001,197
Total .................. 126,655,468 — 178,085,245
(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 under shares outstanding includes 89,635 DSUs, 47,735
DSUs credited to DSU accounts due to dividend equivalents earned on each DSU account, 1,250
miscellaneous stock award shares, 8,284,131 restricted shares and 1,709,760 restricted stock units.
Amount shown under shares available reflects the aggregate shares available under LTIP, LTIP II
and the 2004 Stock and Incentive Plan. Shares available under LTIP and LTIP II in March 2004
were rolled into the 2004 Stock and Incentive Plan as of the inception of the Plan.
(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 8,694,553 outstanding stock options assumed in connection
with acquisitions at a weighted-average exercise price of $44.75. No additional options may be
granted under those assumed plans. Amount shown includes 1,783,667 DSUs, 7,229 DSUs credited
to DSU accounts due to dividend equivalents earned on each DSU account, 34,600 promissory
shares and 7,500 restricted shares. Promissory shares are used for employees in countries that
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