ADT 2007 Annual Report Download - page 82

the triggering event or events occurred on September 28, 2007 and based on Tyco’s closing NYSE share
price of $44.34 on such date.
Change in Control Involuntary Termination
Without With Without
Qualified Qualified With Cause or With Death or
Name / Form of Compensation Termination Termination Cause Good Reason Resignation Disability Retirement
(a) (b) (c) (d) (e) (f) (g) (h)
Edward D. Breen
Severance(1) .................. — $9,777,697 — $ 9,777,697 — — —
Benefit & Perquisite Continuation(2) . . . — $ 318,256 — $ 318,256 — — —
Accelerated Vesting of Equity Awards(3) . $19,068,618 $19,068,618 — $19,068,618 — $15,249,363 —
Retirement Plan Distributions(4) ...... $14,005,674 $14,005,674 — $ 3,382,582 — — —
Excise Tax Gross-Up(5) ........... $9,864,469 $14,967,104 — — — — —
Christopher J. Coughlin
Severance(1) .................. — $4,784,000 — $ 3,200,000 — — —
Benefit & Perquisite Continuation(2) . . . — $ 30,737 — $ 22,899 — — —
Accelerated Vesting of Equity Awards(3) . $ 8,980,136 $ 8,980,136 — $ — — $ 7,224,272 —
John Evard
Severance(1) .................. — $2,303,137 — $ 1,540,560 — — —
Benefit & Perquisite Continuation(2) . . . — $ 30,737 — $ 22,899 — — —
Accelerated Vesting of Equity Awards(3) . $ 2,019,812 $ 2,019,812 — — — $ 1,519,879 —
Carol Anthony Davidson
Severance(1) .................. — $2,249,975 — $ 1,505,000 — — —
Benefit & Perquisite Continuation(2) . . . — $ 30,737 — $ 22,899 — — —
Accelerated Vesting of Equity Awards(3) . $ 2,331,929 $ 2,331,929 — $ — — $ 1,831,996 —
Naren Gursahaney
Severance(1) .................. — $2,240,000 — $ 2,240,000 — — —
Benefit & Perquisite Continuation(2) . . . — $ 22,899 — $ 22,899 — — —
Accelerated Vesting of Equity Awards(3) . $ 3,809,781 $ 3,809,781 — — — $ 2,907,462 —
(1) For Mr. Breen, severance would be paid pursuant to his employment agreement and is based on 3
times base salary and 3 times target bonus for fiscal year 2007. Payment includes a tax gross-up
payment to the State of New York of $27,697. For each of the other named executive officers,
severance would be paid under either the CIC Severance Plan (if the triggering event is a change
in control) or the Severance Plan (for other triggering events). Under the CIC Severance Plan,
each named executive officer, except for Messrs. Breen and Gursahaney, would be entitled to a
severance payment of 2.99 times his base salary and 2.99 times his target bonus for the fiscal year
in which termination occurs. Under the CIC Severance Plan, Mr. Gursahaney would be entitled to
a severance payment of 2 times his base salary and 2 times his target bonus for such fiscal year.
Under the Severance Plan, each named executive officer (other than Mr. Breen) would be entitled
to salary continuation and bonus payments for the 24 months following termination. In addition to
the amounts included in this table, each named executive officer would be entitled to a pro-rated
portion of the actual bonus earned under the AIP for the year in which he is terminated. These
amounts are included in the Summary Compensation Table in the column Non-Equity Incentive
Compensation and are described in the Compensation Discussion and Analysis under the heading
Elements of Compensation—Annual Incentive Compensation.
(2) Upon a triggering event, Mr. Breen’s employment agreement provides for continuation of health
and welfare benefits (or a cash equivalent) for 36 months following the termination date provided
he continues to pay the employee portion of such programs. For each of the other named
executive officers under the CIC Severance Plan, each executive is entitled to outplacement
services and continuation of health and welfare benefits (or a cash equivalent) for 36 months
(24 months for Mr. Gursahaney) and under the Severance Plan, the time period is 24 months.
62 2008 Proxy Statement