ADT 2007 Annual Report Download - page 66

Description Chief Executive Officer Named Executive Officers
Restrictive covenants: • Prohibited from soliciting • Subject to confidentiality and
customers and employees non-disparagement
and competing with Tyco for covenants.
1 year from the date of
termination.
• Subject to confidentiality and
non-disparagement
covenants.
Under Mr. Breen’s employment agreement, a change-in-control is treated as a termination for
‘‘Good Reason’’ if Mr. Breen chooses to terminate his employment within the 30-day period
commencing on the first anniversary of the change-in-control.
The CIC Severance Plan generally defines ‘‘Cause’’ as (i) a material violation of any fiduciary duty
owed to the Company, (ii) conviction of, or entry of a plea of nolo contendere with respect to, a felony
or misdemeanor, (iii) dishonesty, (iv) theft, or (v) other egregious conduct, that is likely to have a
materially detrimental impact on the Company and its employees. Whether an executive’s termination
is as a result of ‘‘Cause’’ under the CIC Severance Plan is determined in the discretion of the
administrator of the CIC Severance Plan.
The CIC Severance Plan generally defines ‘‘Good Reason Resignation’’ as any retirement or
termination of employment by an executive that is not initiated by the Company and that is caused by
any one or more of the following events that occurs during the period beginning 60 days prior to the
date of a change in control and ending two years after the date of such change in control:
• without the executive’s written consent, the Company (i) assigns the executive any duties
inconsistent in any material respect with his or her position as in effect immediately prior to the
change in control, (ii) makes any material adverse change in the executive’s position (including
titles and reporting relationships and level), authority, duties or responsibilities, or (iii) takes any
other action that, in the reasonable judgment of the executive, would cause him or her to violate
his or her ethical or professional obligations, or which results in a significant diminution in such
position, authority, duties or responsibilities;
• without the executive’s written consent, the executive’s being required to relocate to a principal
place of employment more than 60 miles from his or her existing principal place of employment;
• without the executive’s written consent, the Company reduces the executive’s base salary or
annual bonus, or reduces the executive’s retirement, welfare, stock incentive, perquisite and
other benefits, taken as a whole; or
• the Company fails to obtain a satisfactory agreement from any successor to assume and agree to
perform the Company’s obligations to the executive under the CIC Severance Plan.
If an executive remains employed for more than 180 days following the occurrence of any event set
forth above, any subsequent retirement or termination of employment by the executive that is not
initiated by the Company will not constitute a ‘‘Good Reason Resignation.’’ Whether an executive’s
termination is as a result of a ‘‘Good Reason Resignation’’ is determined in the discretion of the
administrator of the CIC Severance Plan.
Severance Arrangements with Mr. Lytton and Mr. Robinson
On July 6, 2007, Mr. Lytton, formerly an Executive Vice President and General Counsel,
terminated his employment with the Company for ‘‘good reason’’ under his employment agreement as a
result of the Separation. Pursuant to his employment agreement, Mr. Lytton received severance
benefits. Mr. Robinson, formerly the President of our Fire and Security segment, left the Company in
connection with the Separation due to the elimination of his position. Mr. Robinson received severance
benefits under the Severance Plan and from a special severance program put in place to address force
46 2008 Proxy Statement