ADT 2008 Annual Report Download - page 72

Potential Payments Upon Termination and Change in Control
The following table summarizes the severance benefits that would have been payable to each of
the named executive officers upon his termination of employment or upon the occurrence of a change
in control, assuming that the triggering event or events occurred on September 26, 2008. The amounts
shown are based on Tyco’s closing NYSE share price of $36.37 on such date.
For Mr. Breen, termination benefits are governed by his employment agreement. For each of the
other named executive officers, the CIC Severance Plan governs termination benefits for
change-in-control triggering events, and the Severance Plan governs termination benefits for all other
triggering events. In all cases, a ‘‘Qualified Termination’’ means a termination following a change in
control that would provide the executive with a ‘‘Good Reason’’ to terminate his employment, as
defined under the CIC Severance Plan or under Mr. Breen’s employment agreement. For the definition
of ‘‘Good Reason’’ and ‘‘Cause’’ under the relevant documents, see the discussion under the heading
‘‘Change in Control and Severance Benefits.’’ Under his employment agreement, Mr. Breen could
terminate his employment for ‘‘Good Reason’’ by voluntarily resigning within the 30-day period
following the first anniversary of a change in control, in which case he would be entitled to severance
and the benefit and perquisite continuation described in column (c).
Mr. Breen’s employment agreement with the Company was amended on December 19, 2008.
Among other changes, the amended agreement reduced certain of the benefits, including cash
payments, that he is entitled to upon a termination or change in control, as described above under the
heading ‘‘Change in Control and Severance Benefits.’’ Because the table below presents amounts that
would have been payable to the named executive officers as of Tyco’s fiscal year end, the amounts
shown reflect the benefits payable under Mr. Breen’s pre-amended employment agreement and the
pre-amended Severance Plan and CIC Severance Plan.
Change in Control Involuntary Termination
Without With Without
Qualified Qualified With Cause or With Death or
Name / Form of Compensation Termination Termination Cause Good Reason Resignation Disability Retirement
(a) (b) (c) (d) (e) (f) (g) (h)
Edward D. Breen
Severance(1) .................. — $14,659,997 — $14,659,997 — — —
Benefit & Perquisite Continuation(2) . . . — $ 330,751 — $ 330,751 — — —
Accelerated Vesting of Equity Awards(3) . $14,285,989 $14,285,989 — $14,285,989 — $10,869,965 —
Retirement Plan Distributions(4) ...... $14,222,954 $14,222,954 — $ 3,315,916 — — —
Excise Tax Gross-Up(5) ........... — $11,641,270 — — — — —
Christopher J. Coughlin
Severance(1) .................. — $4,784,000 — $ 3,200,000 — — —
Benefit & Perquisite Continuation(2) . . . — $ 32,443 — $ 24,037 — — —
Accelerated Vesting of Equity Awards(3) . $ 6,509,757 $ 6,509,757 — — — $ 4,938,573 —
George Oliver
Severance(1) .................. — $2,400,000 — $ 2,400,000 — — —
Benefit & Perquisite Continuation(2) . . . — $ 24,037 — $ 24,037 — — —
Accelerated Vesting of Equity Awards(3) . $ 3,843,763 $ 3,843,763 — — — $ 3,036,349 —
John Evard
Severance(1) .................. — $2,406,950 — $ 1,610,000 — — —
Benefit & Perquisite Continuation(2) . . . — $ 32,443 — $ 24,037 — — —
Accelerated Vesting of Equity Awards(3) . $ 1,138,852 $ 1,138,852 — — — $ 691,501 —
Naren Gursahaney
Severance(1) .................. — $1,556,580 — $ 2,240,000 — — —
Benefit & Perquisite Continuation(2) . . . — $ 24,037 — $ 24,037 — — —
Accelerated Vesting of Equity Awards(3) . $ 3,429,727 $ 3,429,727 — — — $ 2,622,313 —
(1) For Mr. Breen, severance under his pre-amended employment agreement was based on three times
his base salary and three times his actual bonus for fiscal 2008. Under the amended agreement, the
multiplier has been reduced to two times, with further reductions applicable when Mr. Breen
reaches specified ages. The severance amount includes a tax gross-up payment to the State of New
York of $34,997. For each of the other named executive officers, severance would be paid under
either the CIC Severance Plan (if the triggering event were a change of control) or the Severance
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