ADT 2008 Annual Report Download - page 100

available for delivery, provided that the Board or the Committee has specifically approved such
payment method in advance.
(c) Cash Awards. The Company may satisfy a Participant’s tax withholding obligation arising
in connection with the payment of any Award in cash by withholding cash from such payment.
7.3 Special Forfeiture Provision. The Committee may, in its discretion, provide in an Award
Certificate that the Participant may not, within two years of the Participant’s Termination of
Employment with the Company, enter into any employment or consultation arrangement (including
service as an agent, partner, stockholder, consultant, officer or director) with any entity or person
engaged in any business in which the Company or any Subsidiary is engaged without prior written
approval of the Committee if, in the sole judgment of the Committee, the business is competitive with
the Company or any Subsidiary or business unit or such employment or consultation arrangement
would present a risk that the Participant would likely disclose Company proprietary information (as
determined by the Committee). If the Committee makes a determination that this prohibition has been
violated, the Participant (i) will forfeit all rights under any outstanding Stock Option or Stock
Appreciation Right that was granted subject to the Award Certificate and will return to the Company
the amount of any profit realized upon an exercise of all Awards during the period, as the Committee
determines and sets forth in the Award Certificate, beginning no earlier than six months prior to the
Participant’s Termination of Employment, and (ii) will forfeit and return to the Company any
Short-Term Performance Bonuses, Performance Units, Shares of Restricted Stock, Restricted Units
(including any credited Dividend Equivalents), Deferred Stock Units, and other Stock-Based Awards
that are outstanding on the date of the Participant’s Termination of Employment, subject to the Award
Certificate, and have not vested or that became vested and remain subject to this Section 7.3 during a
period, as the Committee determines and sets forth in the Award Certificate, beginning no earlier than
six months prior to the Participant’s Termination of Employment.
7.4 No Implied Rights. The establishment and operation of the Plan, including the eligibility of a
Participant to participate in the Plan, will not be construed as conferring any legal or other right upon
any Director for any continuation of directorship or any Employee for the continuation of employment
through the end of any Performance Cycle or other period. The Company expressly reserves the right,
which may be exercised at any time and in the Company’s sole discretion, to discharge any individual
or treat him or her without regard to the effect that discharge might have upon him or her as a
Participant in the Plan.
7.5 No Obligation to Exercise Awards. The grant of a Stock Option or Stock Appreciation Right
will impose no obligation upon the Participant to exercise the Award.
7.6 No Rights as Stockholders. A Participant who is granted an Award under the Plan will have
no rights as a stockholder of the Company with respect to the Award unless and until certificates for
the Shares underlying the Award are registered in the Participant’s name and (other than in the case of
Restricted Stock) delivered to the Participant. The right of any Participant to receive an Award by
virtue of participation in the Plan will be no greater than the right of any unsecured general creditor of
the Company.
7.7 Indemnification of Committee. The Company will indemnify, to the fullest extent permitted
by law, each person made or threatened to be made a party to any civil or criminal action or
proceeding by reason of the fact that the person, or the executor or administrator of the person’s
estate, is or was a member of the Committee or a delegate of the Committee.
7.8 No Required Segregation of Assets. Neither the Company nor any Subsidiary will be required
to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.
7.9 Nature of Payments. All Awards made pursuant to the Plan are in consideration of services
for the Company or a Subsidiary. Any gain realized pursuant to Awards under the Plan constitutes a
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