ADT 2007 Annual Report Download - page 64

• intentionally engaged in conduct which is demonstrably and materially injurious to the
Company; provided, however, Mr. Breen has been given a detailed notice of the termination
under this paragraph and he has been given the opportunity to be heard in person by the
Board.
Mr. Breen’s employment agreement generally defines ‘‘Good Reason’’ as any of the following
events:
• assignment to Mr. Breen of any duties inconsistent in any material respect with his position
(including titles and reporting relationships), authority, duties or responsibilities as contemplated
by the employment agreement, or any other action by the Company which results in a significant
diminution in such position, authority, duties or responsibilities;
• any failure by the Company to comply with any of the material provisions regarding Mr. Breen’s
base salary, bonus, annual equity incentive, benefits and perquisites, retirement benefit,
relocation, and other benefits and amounts payable to Mr. Breen under the agreement;
• Mr. Breen being required to relocate to a principal place of employment more than 60 miles
from his principal place of employment with the Company once it is established;
• the delivery by the Company of a notice of non-renewal of his employment at the end of any
term thereof;
• the failure by the Company to elect or to reelect Mr. Breen as a Director and as Chairman of
the Board, or the removal of Mr. Breen from either such position;
• any breach of the Company’s representations set forth in the agreement which has a material
adverse impact on the Company; or
• any termination by Mr. Breen during the 30-day period immediately following the first
anniversary of the date of any change-in-control.
The Severance Plan generally defines ‘‘Cause’’ as an executive’s (i) substantial failure or refusal to
perform duties and responsibilities of his or her job as required by the Company, (ii) violation of any
fiduciary duty owed to the Company, (iii) conviction of a felony or misdemeanor, (iv) dishonesty,
(v) theft, (vi) violation of Company rules or policy, or (vii) other egregious conduct, that has or could
have a serious and detrimental impact on the Company and its employees. The administrator of the
Severance Plan, in its sole and absolute discretion, determines whether Cause exists.
Severance Arrangements Upon a Change-in-Control
Description Chief Executive Officer Named Executive Officers
Governing document: Employment Agreement. CIC Severance Plan.
For equity awards, individual
award agreements.
Termination events triggering • Involuntary termination • Involuntary termination
severance cash benefits and without Cause. without Cause.
benefits continuation (requires a • A Change-in-Control is • Good Reason Resignation.
change-in-control and treated as a termination for
termination for benefit): Good Reason at Mr. Breen’s
election within the 30-day
period following the first
anniversary of the change-in-
control.
44 2008 Proxy Statement