ADT 2008 Annual Report Download - page 81

TYCO INTERNATIONAL LTD.
2004 STOCK AND INCENTIVE PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2009)
ARTICLE I
PURPOSE
1.1 Purpose. The purposes of this Tyco International Ltd. 2004 Stock and Incentive Plan (the
‘‘Plan’’) are to promote the interests of Tyco International Ltd. (and any successor thereto) by (i) aiding
in the recruitment and retention of Directors and Employees, (ii) providing incentives to such Directors
and Employees by means of performance-related incentives to achieve short-term and long-term
performance goals, (iii) providing Directors and Employees an opportunity to participate in the growth
and financial success of the Company, and (iv) promoting the growth and success of the Company’s
business by aligning the financial interests of Directors and Employees with that of the other
stockholders of the Company. Toward these objectives, the Plan provides for the grant of Stock
Options, Stock Appreciation Rights, Short-Term Performance Bonuses, Long-Term Performance Awards
and other Stock-Based Awards.
1.2 Effective Date; Shareholder Approval; Effective Date of the Amended and Restated Plan. The
Plan, as originally approved by the Company’s shareholders on March 25, 2004, was effective as of
January 1, 2004. The effective date of this Amended and Restated Plan is January 1, 2009.
ARTICLE II
DEFINITIONS
For purposes of the Plan, the following terms have the following meanings, unless another
definition is clearly indicated by particular usage and context:
‘‘Acquired Company’’ means any business, corporation or other entity acquired by the
Company or any Subsidiary.
‘‘Acquired Grantee’’ means the grantee of a stock-based award of an Acquired Company and
may include a current or former Director of an Acquired Company.
‘‘Award’’ means any form of incentive or performance award granted under the Plan, whether
singly or in combination, to a Participant by the Committee pursuant to any terms and conditions
that the Committee may establish and set forth in the applicable Award Certificate. Awards
granted under the Plan may consist of:
(a) ‘‘Stock Options’’ awarded pursuant to Section 4.3;
(b) ‘‘Stock Appreciation Rights’’ awarded pursuant to Section 4.3;
(c) ‘‘Short-Term Performance Bonuses’’ awarded pursuant to Section 4.4;
(d) ‘‘Long-Term Performance Awards’’ awarded pursuant to Section 4.5;
(e) ‘‘Other Stock-Based Awards’’ awarded pursuant to Section 4.6;
(f) ‘‘Director Awards’’ awarded pursuant to Section 4.7; and
(g) ‘‘Substitute Awards’’ awarded pursuant to Section 4.8.
‘‘Award Certificate’’ means the document issued, either in writing or an electronic medium, by
the Committee to a Participant evidencing the grant of an Award.
‘‘Board’’ means the Board of Directors of the Company.
2009 Proxy Statement A-1