ADT 2008 Annual Report Download - page 138

Equity Compensation Plan Information
The following table provides information as of September 26, 2008 with respect to Tyco’s common
shares issuable under its equity compensation plans:
Equity Compensation Plan
Number of securities
remaining available for future
Number of securities issuance under equity
to be issued upon Weighted-average compensation plans
exercise of outstanding exercise price of (excluding securities reflected
options outstanding options in column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by
security holders:
2004 Stock and Incentive Plan(1) ..... 17,439,631 $50.44 34,090,258
LTIP I Plan(2) .................. 4,378,321 37.41 —
ESPP(3) ....................... — — 2,934,361
21,817,952 37,024,619
Equity compensation plans not approved
by security holders:
LTIP II Plan(4) .................. 6,488,958 $53.72
SAYE(5) ...................... 612,319 27.65 6,999,231
7,101,277 6,999,231
Total ......................... 28,919,229 44,023,850
(1) The Tyco International Ltd. 2004 Stock and Incentive Plan provides for the award of stock options, restricted shares and
other equity and equity-based awards to Board members, officers and non-officer employees. Amount shown under shares
outstanding includes 145,944 DSU grants and dividend equivalents earned on each DSU account, 13,308,391 shares to be
issued upon exercise of options, 349,883 restricted shares, 3,152,363 restricted stock units and 483,050 Performance Share
Units representing target payout. Amount shown under shares available reflects the aggregate shares available under LTIP,
LTIP II and the 2004 Stock and Incentive Plan. Shares available under LTIP and LTIP II in March 2004 were rolled into
the 2004 Stock and Incentive Plan as of the inception of the Plan.
(2) The Tyco International Ltd. Long Term Incentive Plan (‘‘LTIP’’) allows for the grant of stock options and other equity or
equity-based grants to Board members, officers and non-officer employees. Amounts shown exclude 161,520 outstanding
stock options assumed in connection with acquisitions at a weighted-average exercise price of $92.15. No additional options
may be granted under those assumed plans. Amount shown includes 3,507,105 shares to be issued upon exercise of options,
and 871,216 DSU grants and dividend equivalents earned on each DSU account. Effective as of inception of the 2004 Stock
and Incentive Plan, no additional grants may be made under the LTIP or the LTIP II.
(3) This table includes 2,934,361 shares available for future issuance under the Tyco Employee Stock Purchase Plan (‘‘ESPP’’),
which represents the number of remaining shares registered for issuance under this plan. All of the shares delivered to
participants under the ESPP are purchased in the open market.
(4) Under the terms of the 2004 Stock and Incentive Plan, adopted in March 2004, no additional options, equity or equity-based
grants will be made under the LTIP or the LTIP II. The shares granted under the LTIP will be issued at vesting under the
2004 Stock and Incentive Plan. LTIP II allows for the grant of stock options and other equity or equity-based grants to
employees who are not officers of Tyco. Under this plan, non-officer employees or former employees of Tyco or a subsidiary
could receive: (i) options to purchase Tyco common shares; (ii) stock appreciation rights; (iii) awards payable in cash,
common shares, other securities or other property, based on the achievement of performance goals; (iv) dividend
equivalents, consisting of a right to receive payments equivalent to dividends declared on Tyco common shares; and
(v) other stock-based awards as determined by the Compensation and Human Resources Committee. The exercise price of
options and stock appreciation rights would generally be fair market value on the date of grant, but could be lower in
certain circumstances. No individual could receive awards for more than 12,000,000 shares (or 3,000,000 shares on a
post-reverse stock split basis) in any calendar year. Terms and conditions of awards were determined by the Committee.
Awards could be deferred, and could be payable in any form the Committee determined, including cash, Tyco common
shares, other securities or other property. The Committee may modify awards in recognition of unusual or nonrecurring
2008 Financials 35