ADT 2008 Annual Report Download - page 58

Description Chief Executive Officer Other Named Executive Officers
Restrictive covenants: • Prohibited from soliciting • Prohibited from soliciting
customers and employees of customers and employees of
Tyco for one year from the date Tyco for two years from the
of termination. date of termination.
• Prohibited from competing with • Prohibited from competing with
Tyco for one year from the date Tyco for one year from the date
of termination (two years with of termination.
respect to a competing business • Subject to confidentiality and
that generates more than 30% non-disparagement covenants.
of its gross revenues from the
security business).
• Subject to confidentiality and
non-disparagement covenants.
Mr. Breen’s employment agreement generally defines ‘‘Cause’’ as:
• Indictment for a felony other than one stemming from liability that is based on acts of the
Company for which Mr. Breen is responsible solely as a result of his office(s) with the Company.
This exception applies provided that (i) he was not directly involved in such acts and either had
no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted
reasonably and in good faith to attempt to prevent the acts causing such liability or (ii) after
consulting with the Company’s counsel, he reasonably believed that no law was being violated by
such acts, or
• Termination evidenced by a resolution adopted in good faith by at least two-thirds of the
members of the Board. Such resolution must conclude that Mr. Breen intentionally and
continually failed substantially to perform his reasonably assigned duties with the Company
(other than a failure resulting from his incapacity due to physical or mental illness or from the
assignment to Mr. Breen of duties that would constitute ‘‘Good Reason’’), which failure has
continued for a period of at least 30 days after a written notice of demand for substantial
performance, signed by a duly authorized member of the Board, has been delivered to
Mr. Breen specifying the manner in which Mr. Breen has failed substantially to perform; or
intentionally engaged in conduct which is demonstrably and materially injurious to the Company;
provided, however, Mr. Breen has been given a detailed notice of the termination under this
paragraph and he has been given the opportunity to be heard in person by the Board.
Mr. Breen’s employment agreement generally defines ‘‘Good Reason’’ as any of the following
events:
• Assignment to Mr. Breen of any duties inconsistent in any material respect with his position
(including titles and reporting relationships), authority, duties or responsibilities as contemplated
by the employment agreement, or any other action by the Company which results in a significant
diminution in such position, authority, duties or responsibilities;
• Any failure by the Company to comply with any of the material provisions regarding Mr. Breen’s
base salary, bonus, annual equity incentive, benefits and perquisites, retirement benefit,
relocation, and other benefits and amounts payable to Mr. Breen under the agreement;
2009 Proxy Statement 41