ADT 2007 Annual Report Download - page 63

Description Chief Executive Officer Other Named Executive Officers
Equity treatment: Upon an involuntary Substantially all of the individual
termination without Cause, award agreements are consistent
termination for Good Reason or with the terms and conditions of
upon death or disability: the Severance Plan, which
• All awards vest in full. provides that, upon an
• Options remain exercisable involuntary termination without
for the remainder of their Cause:
term. Upon death or • Outstanding stock options
disability, options remain continue to vest for
exercisable until the earlier 12 months.
of the original expiration • The executive has 12 months
date of the option or the to exercise vested stock
third anniversary of options, subject to the
termination. original term.
• All unvested restricted stock
and RSUs are forfeited.
Each individual award specifies
treatment of equity upon death
or disability.
Outplacement assistance: No. At Company’s discretion for up
to 12 months.
Restrictive covenants: • Prohibited from soliciting • Prohibited from soliciting
customers and employees of customers and employees of
Tyco for one year from the Tyco for two years from the
date of termination. date of termination.
• Prohibited from competing • Prohibited from competing
with Tyco for one year from with Tyco for one year from
the date of termination. the date of termination.
• Subject to confidentiality and • Subject to confidentiality and
non-disparagement non-disparagement
covenants. covenants.
Mr. Breen’s employment agreement generally defines ‘‘Cause’’ as:
• Indictment for a felony other than one based on liability that is based on acts of the Company
for which Mr. Breen is responsible solely as a result of his office(s) with the Company; provided
that (A) he was not directly involved in such acts and either had no prior knowledge of such
intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good
faith to attempt to prevent the acts causing such liability or (B) after consulting with the
Company’s counsel, he reasonably believed that no law was being violated by such acts, or
• Termination evidenced by a resolution adopted in good faith by at least two-thirds of the
members of the Board concluding that Mr. Breen:
• intentionally and continually failed substantially to perform his reasonably assigned duties
with the Company (other than a failure resulting from his incapacity due to physical or
mental illness or from the assignment to Mr. Breen of duties that would constitute ‘‘Good
Reason’’), which failure has continued for a period of at least 30 days after a written notice
of demand for substantial performance, signed by a duly authorized member of the Board,
has been delivered to Executive specifying the manner in which Executive has failed
substantially to perform, or
2008 Proxy Statement 43