ADT 2008 Annual Report Download - page 82

‘‘Cause’’ means misconduct that is willfully or wantonly harmful to the Company or any of its
Subsidiaries, monetarily or otherwise.
‘‘Change in Control’’ means the first to occur of any of the following events:
(a) any ‘‘person’’ (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding
for this purpose, (i) the Company or any Subsidiary or (ii) any employee benefit plan of the
Company or any Subsidiary (or any person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan that acquires beneficial ownership
of voting securities of the Company), is or becomes the ‘‘beneficial owner’’ (as defined in
Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company
representing more than 30 percent of the combined voting power of the Company’s then
outstanding securities; provided, however, that no Change in Control will be deemed to have
occurred as a result of a change in ownership percentage resulting solely from an acquisition
of securities by the Company; or
(b) persons who, as of the Effective Date of the Amended and Restated Plan constitute
the Board (the ‘‘Incumbent Directors’’) cease for any reason (including without limitation, as a
result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a
majority thereof, provided that any person becoming a Director of the Company subsequent
to the Effective Date of the Amended and Restated Plan shall be considered an Incumbent
Director if such person’s election or nomination for election was approved by a vote of at
least 50 percent of the Incumbent Directors; but provided further, that any such person whose
initial assumption of office is in connection with an actual or threatened proxy contest relating
to the election of members of the Board or other actual or threatened solicitation of proxies
or consents by or on behalf of a ‘‘person’’ (as defined in Section 13(d) and 14(d) of the
Exchange Act) other than the Board, including by reason of agreement intended to avoid or
settle any such actual or threatened contest or solicitation, shall not be considered an
Incumbent Director; or
(c) consummation of a reorganization, merger or consolidation or sale or other
disposition of at least 80 percent of the assets of the Company (a ‘‘Business Combination’’), in
each case, unless, following such Business Combination, all or substantially all of the
individuals and entities who were the beneficial owners of outstanding voting securities of the
Company immediately prior to such Business Combination beneficially own directly or
indirectly more than 50 percent of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, of the company resulting from
such Business Combination (including, without limitation, a company which, as a result of
such transaction, owns the Company or all or substantially all of the Company’s assets either
directly or through one or more Subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the outstanding voting
securities of the Company; or
(d) approval by the stockholders of the Company of a complete liquidation or dissolution
of the Company.
‘‘Change in Control Termination’’ shall mean an Employee’s Involuntary Termination that
occurs during the period beginning 60 days prior to the date of a Change in Control and ending
two years after the date of such Change in Control.
‘‘Code’’ means the United States Internal Revenue Code of 1986, as amended.
‘‘Committee’’ means the Compensation and Human Resources Committee of the Board or any
successor committee or subcommittee of the Board, which Committee is comprised solely of two
or more persons who are outside directors within the meaning of Code Section 162(m)(4)(C)(i)
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