ADT 2008 Annual Report Download - page 60

Description Chief Executive Officer Named Executive Officers
Health and welfare benefits Continued participation in the Twelve months from date of
continuation: Company’s health and welfare termination for medical and
plans over the same time dental and health care
period for which severance is reimbursement account benefits
payable, subject to an 18 month only, if the executive does not
limit on continuation of commence employment with
medical benefits. If Mr. Breen’s another company during the
severance period is greater than severance period. In addition, if
18 months, an equivalent cash the executive’s severance period
payment is made for the is greater than 12 months, the
monthly COBRA premium cost executive will be entitled to a
of the coverage multiplied by cash payment equal to the
the number of months by which projected value of the employer
the severance period exceeds portion of medical and dental
18 months, with a tax gross-up benefit premiums over the
on such amounts. excess severance period.
Pension benefits: Fully vested. Immediately N/A
payable upon a
change-in-control. No reduction
for early commencement.
Prorated bonus in year of Yes. Yes.
termination:
Equity treatment: • All awards vest in full. Substantially all of the
• Options remain exercisable individual equity awards for our
for the remainder of their named executive officers
term. provide that, upon a change in
control:
• All options, restricted stock
and RSUs vest in full.
• All performance-based
shares vest at target.
• Options remain exercisable
until the earlier of (i) the
expiration of the remainder
of their term and (ii) up to
three years following the
executive’s termination date.
Excise tax gross-up payment: Yes. No.
IRC Section 280G Cap on No. Yes—if the cap results in
Benefits: greater after tax payments to
executive, otherwise benefits
are not capped.
Outplacement assistance: No. At Company’s discretion for up
to 12 months.
2009 Proxy Statement 43