ADT 2007 Annual Report Download - page 83

(3) Amounts represent the intrinsic value of all unvested equity awards and stock options of Tyco that
would vest upon a triggering event. For Mr. Breen, the amounts under columns (b), (c) and
(e) include a tax gross-up payment to the State of New York of $71,500, and the amount under
column (g) includes such a payment in the amount of $60,681. The amounts in column (g) for
each named executive officer include the prorated portion of the performance shares that were
granted as part of the accelerated 2008 equity award. These amounts are based on the number of
months of service that would have been completed in the performance period as of the date of the
triggering event and assuming target performance is achieved.
Amounts do not include the intrinsic value of unvested equity awards and stock options of Tyco
Electronics or Covidien that would be accelerated upon the occurrence of a triggering event. Based
on a September 28, 2007 closing stock price of $35.43 for Tyco Electronics and $41.50 for
Covidien, such amounts would be:
• for Mr. Breen, approximately $2.8 million with respect to unvested equity of Tyco
Electronics and approximately $3.4 million with respect to unvested equity of Covidien in
the event of a change in control with or without a qualified termination, death or disability,
or in the event of termination without cause by the Company or resignation with good
reason by the executive;
• for Mr. Coughlin, approximately $1.4 million with respect to unvested equity of Tyco
Electronics and approximately $1.8 million with respect to unvested equity of Covidien in
the event of a change in control with or without a qualified termination or in the event of
death or disability; outside of a change in control, approximately $250,000 of such equity
would vest upon a termination without cause by the Company or resignation with good
reason by the executive;
• for Mr. Evard, approximately $157,000 with respect to unvested equity of Tyco Electronics
and approximately $196,000 with respect to unvested equity of Covidien in the event of a
change in control with or without a qualified termination or in the event of death or
disability;
• for Mr. Davidson, approximately $303,000 with respect to unvested equity of Tyco
Electronics and approximately $380,000 with respect to unvested equity of Covidien in the
event of a change in control with or without a qualified termination or in the event of death
or disability; outside of a change in control, approximately $35,000 of such equity would vest
upon a termination without cause by the Company or resignation with good reason by the
executive;
• for Mr. Gursahaney, approximately $110,000 with respect to unvested equity of Tyco
Electronics and approximately $129,000 with respect to unvested equity of Covidien in the
event of a change in control with or without a qualified termination or in the event of death
or disability.
(4) Outside of a change in control, termination by the Company without Cause or by Mr. Breen for
Good Reason, if Mr. Breen voluntarily terminates before age 60, benefits deemed earned under
his pension plan (the Supplemental Executive Retirement Plan) will be subject to a reduction of
0.25% for each month or partial month that the termination date precedes age 60, and an
additional 0.25% for each month or partial month that he commences payment of the benefit prior
to age 60. Pursuant to Mr. Breen’s employment agreement, such a reduction is not applicable after
a change in control. The amount shown in column (b) reflects the increase in value without such a
reduction.
(5) In the event of a change in control, Mr. Breen’s employment agreement provides for a full
gross-up of any federal excise tax that might be due under Section 4999 of the Internal Revenue
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