ADT 2008 Annual Report Download - page 83

and the applicable regulations and ‘‘non-employee directors’’ within the meaning of
Rule 16b-3(b)(3) under the Exchange Act.
‘‘Common Stock’’ means the common stock of the Company and such other securities or
property as may become subject to Awards pursuant to an adjustment made under Sections 5.3
and 5.4 of the Plan.
‘‘Company’’ means Tyco International Ltd., or any successor thereto.
‘‘Deferred Stock Unit’’ means a Unit granted under Section 4.6 or 4.7 to acquire Shares upon
Termination of Employment or Termination of Directorship, subject to any restrictions that the
Committee, in its discretion, may determine.
‘‘Director’’ means a member of the Board who is a ‘‘non-employee director’’ within the
meaning of Rule 16b-3(b)(3) under the Exchange Act.
‘‘Disabled’’ or ‘‘Disability’’ means the inability of the Director or Employee to perform the
material duties pertaining to such Director’s directorship or such Employee’s employment due to a
physical or mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in
any 365-day period. The existence or nonexistence of a Disability shall be determined by an
independent physician selected by the Company and reasonably acceptable to the Director or
Employee.
‘‘Dividend Equivalent’’ means an amount equal to the cash dividend or the Fair Market Value
of the stock dividend that would be paid on each Share underlying an Award if the Share were
duly issued and outstanding on the date on which the dividend is payable.
‘‘Effective Date’’ means January 1, 2004.
‘‘Effective Date of the Amended and Restated Plan’’ means January 1, 2009.
‘‘Employee’’ means any individual who performs services as an officer or employee of the
Company or a Subsidiary.
‘‘Exchange Act’’ means the United States Securities Exchange Act of 1934, as amended.
‘‘Exercise Price’’ means the price of a Share, as fixed by the Committee, which may be
purchased under a Stock Option or with respect to which the amount of any payment pursuant to
a Stock Appreciation Right is determined.
‘‘Fair Market Value’’ of a Share means the closing sales price on the New York Stock Exchange
on the date as of which the determination of Fair Market Value is being made or, if no sale is
reported for such day, on the next preceding day on which a sale of Shares was reported.
Notwithstanding anything to the contrary herein, the Fair Market Value of a Share will in no event
be determined to be less than par value.
‘‘Fair Market Value Stock Option’’ means a Stock Option the Exercise Price of which is fixed by
the Committee at a price equal to the Fair Market Value of a Share on the date of grant.
‘‘GAAP’’ means United States generally accepted accounting principles.
‘‘Incentive Stock Option’’ means a Stock Option granted under Section 4.3 of the Plan that
meets the requirements of Code Section 422 and any related regulations and is designated in the
Award Certificate to be an Incentive Stock Option.
‘‘Involuntary Termination’’ means a Termination of Employment of the Participant initiated by
the Company or a Subsidiary for any reason other than Cause, Disability or death.
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