ADT 2008 Annual Report Download - page 84

‘‘Key Employee’’ means an Employee who is a ‘‘covered employee’’ within the meaning of
Code Section 162(m)(3).
‘‘Long-Term Performance Award’’ means an Award granted under Section 4.5 of the Plan that
is paid solely on account of the attainment of a specified performance target in relation to one or
more Performance Measures.
‘‘Non-Employee Director’’ means any member of the Board, elected or appointed, who is not
otherwise an Employee of the Company or a Subsidiary. An individual who is elected to the Board
at an annual meeting of the stockholders of the Company will be deemed to be a member of the
Board as of the date of the meeting.
‘‘Nonqualified Stock Option’’ means any Stock Option granted under Section 4.3 of the Plan
that is not an Incentive Stock Option.
‘‘Normal Retirement’’ means Termination of Employment on or after a Participant has attained
age 60, provided that the sum of the Participant’s age and years of service with the Company is 70
or higher.
‘‘Participant’’ means a Director, Employee or Acquired Grantee who has been granted an
Award under the Plan.
‘‘Performance Cycle’’ means, with respect to any Award that vests based on Performance
Measures, the period of no less than six months over which the level of performance will be
assessed. The first Performance Cycle under the Plan will begin on such date as is set by the
Committee, in its discretion.
‘‘Performance Measure’’ means, with respect to any Short-Term Performance Bonus or
Long-Term Performance Award, the business criteria selected by the Committee to measure the
level of performance of the Company during the Performance Cycle. The Committee may select as
the Performance Measure for a Performance Cycle any one or a combination of the following
Company measures, as interpreted by the Committee, which measures (to the extent applicable)
will be determined in accordance with GAAP:
(a) Net operating profit after taxes;
(b) Net operating profit after taxes, per Share;
(c) Return on invested capital;
(d) Return on assets or net assets;
(e) Total shareholder return;
(f) Relative total shareholder return (as compared with a peer group of the Company);
(g) Earnings before income taxes;
(h) Earnings per Share;
(i) Net income;
(j) Free cash flow;
(k) Free cash flow per Share;
(l) Revenue (or any component thereof);
(m) Revenue growth;
(n) Working capital days; or
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