ADT 2008 Annual Report Download - page 56

benefits if he is terminated in connection with a change in control or under other specified
circumstances. Mr. Breen’s employment agreement was amended on December 19, 2008, and the
information in the table below reflects the terms of the amended agreement. The changes made were
primarily to reduce or phase down certain benefits, including cash payments, that Mr. Breen is entitled
to receive upon his termination, both under normal circumstances and in connection with a change in
control of the Company.
For our other named executive officers, the Tyco International Severance Plan for U.S. Officers
and Executives (the ‘‘Severance Plan’’) and the Tyco International Change-in-Control Severance Plan
for Certain U.S. Officers and Executives (the ‘‘CIC Severance Plan’’) generally govern the benefits that
accrue upon termination. As described below, a ‘‘double trigger’’ is required under the CIC Severance
Plan before benefits become available to the executives covered by that plan. Effective January 1, 2009,
these plans were amended to comply with certain provisions of the Internal Revenue Code. In addition,
certain changes were made to reduce the period during which Tyco must provide employer-sponsored
health and dental benefits.
The key terms and provisions of the severance plans that are currently in effect are summarized in
the following table. Refer to the ‘‘Potential Payments Upon Termination and Change in Control’’ table
for the estimated dollar value of the benefits available under the severance plans in effect as of our
fiscal year end.
Severance Arrangements Without a Change in Control
Description Chief Executive Officer Other Named Executive Officers
Governing document: Employment agreement. The Severance Plan.
For equity awards, the Severance
Plan and individual award
agreements.
Termination events • Involuntary termination without Involuntary termination other than
triggering severance cash Cause, other than for death or Cause, permanent disability or
benefits and benefits disability. death.
continuation: • Termination by Mr. Breen for
Good Reason.
Severance cash benefit: Two times base salary and two Two times base salary and two
times higher of target annual times target annual bonus.
bonus or most recent annual
bonus payment. The multiplier on
the cash benefit is reduced from
two times to 1.5 times at age 62
and further reduced to 1.0 times
at age 63 or older.
Executive must sign release Yes. Yes.
to receive severance
benefits:
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