ADT 2008 Annual Report Download - page 59

• Mr. Breen being required to relocate to a new principal place of employment more than 60
miles from his established principal place of employment with the Company;
• The delivery by the Company of a notice of non-renewal of his employment at the end of his
current employment period;
• The failure by the Company to elect or to re-elect Mr. Breen as a Director and as Chairman of
the Board, or the removal of Mr. Breen from either such position; or
• Any termination by Mr. Breen during the 30-day period immediately following the first
anniversary of the date of any change in control.
For the other named executive officers, the Severance Plan generally defines ‘‘Cause’’ as an
executive’s (i) substantial failure or refusal to perform duties and responsibilities of his or her job as
required by the Company, (ii) violation of any fiduciary duty owed to the Company, (iii) conviction of a
felony or misdemeanor, (iv) dishonesty, (v) theft, (vi) violation of Company rules or policy, or
(vii) other egregious conduct, that has or could have a serious and detrimental impact on the Company
and its employees. The administrator of the Severance Plan, in its sole and absolute discretion,
determines whether Cause exists.
Severance Arrangements Upon a Change in Control
Description Chief Executive Officer Named Executive Officers
Governing document: Employment agreement. CIC Severance Plan.
For equity awards, individual
award agreements.
Termination events triggering • Involuntary termination • Involuntary termination
severance cash benefits and without Cause. other than for Cause,
benefits continuation (requires a • Termination by Mr. Breen for permanent disability or
change-in-control and termination Good Reason. death.
for benefit): • A change-in-control is • Good Reason Resignation.
treated as a termination for
Good Reason at Mr. Breen’s
election within the 30-day
period following the first
anniversary of the
change-in-control.
Severance cash benefit: Three times base salary and Two times base salary and two
three times higher of target times annual target bonus for
annual bonus or most recent Mr. Gursahaney and
annual bonus payment. The Mr. Oliver; and 2.99 times base
multiplier is reduced to two salary and 2.99 times annual
times at age 62, 1.5 times at target bonus for the other
age 63 and 1.0 times at age 64 named executive officers.
or older.
Executive must sign release to Yes. Yes.
receive severance benefits:
42 2009 Proxy Statement