ADT 2007 Annual Report Download - page 65

Description Chief Executive Officer Named Executive Officers
Severance cash benefit: Three times base salary and 3 Two times base salary and two
times higher of target annual times annual target bonus for
bonus or most recent annual Mr. Gursahaney; and 2.99 times
bonus payment. base salary and 2.99 times
annual target bonus for the
other named executive officers.
Executive must sign release to Yes. Yes.
receive severance benefits:
Health and welfare benefits Three years from date of For Mr. Gursahaney, 24 months
continuation: termination, if practicable under in medical and dental. For each
the plan. If not, an equivalent of the other named executive
cash payment is made instead, officers, the benefit period is
with a tax gross-up on such 36 months. The Company may
amount. elect to pay the participant in
cash in lieu of such coverage.
Pension benefits: Fully vested upon a change-in- N/A
control and immediately
payable. No reduction for early
commencement.
Pro-rated bonus in year of Yes. Yes.
termination:
Equity treatment: • All awards vest in full. Substantially all of the individual
• Options remain exercisable equity awards for our named
for the remainder of their executive officers provide that,
term. upon a change in control:
• All options, restricted stock
and RSUs vest in full.
• All performance-based
shares vest at the discretion
of the plan administrator.
• Options remain exercisable
until the earlier of (i) the
expiration of the remainder
of their term and (ii) up to
three years following the
executive’s termination date.
Excise tax gross-up payment: Yes. No.
IRC Section 280G Cap on No. Yes—If the after-tax economic
Benefits: value of capping the benefit at
2.99 times the ‘‘base amount’’
exceeds the after-tax economic
value of the uncapped benefit,
the benefit is capped at
2.99 times. Otherwise, the
benefit is uncapped.
Outplacement assistance: No. Yes.
2008 Proxy Statement 45