ADT 2008 Annual Report Download - page 85

(o) Subscriber attrition for security services.
‘‘Performance Unit’’ means a Long-Term Performance Award denominated in dollar Units.
‘‘Plan’’ means the Tyco International Ltd. 2004 Stock and Incentive Plan, as it may be
amended from time to time.
‘‘Premium-Priced Stock Option’’ means a Stock Option, the Exercise Price of which is fixed by
the Committee at a price that exceeds the Fair Market Value of a Share on the date of grant.
‘‘Reporting Person’’ means a Director or an Employee who is subject to the reporting
requirements of Section 16(a) of the Exchange Act.
‘‘Restricted Stock’’ means Shares issued pursuant to Section 4.6 that are subject to any
restrictions that the Committee, in its discretion, may impose.
‘‘Restricted Unit’’ means a Unit granted under Section 4.6 to acquire Shares or an equivalent
amount in cash, which Unit is subject to any restrictions that the Committee, in its discretion, may
impose.
‘‘Securities Act’’ means the United States Securities Act of 1933, as amended.
‘‘Share’’ means a share of Common Stock.
‘‘Short-Term Performance Bonus’’ means an Award of cash or Shares granted under Section 4.4
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.
‘‘Stock Appreciation Right’’ means a right granted under Section 4.3 of the Plan in an amount
in cash or Shares equal to any difference between the Fair Market Value of the Shares as of the
date on which the right is exercisedand the Exercise Price, where the number of shares subject to
each Stock Appreciation Right is set forth on or before the grant date.
‘‘Stock-Based Award’’ means an Award granted under Section 4.6 of the Plan and denominated
in Shares.
‘‘Stock Option’’ means a right granted under Section 4.3 of the Plan to purchase from the
Company a stated number of Shares at a specified price. Stock Options awarded under the Plan
may be in the form of Incentive Stock Options or Nonqualified Stock Options.
‘‘Subsidiary’’ means a subsidiary company of the Company; provided, that in the case of any
Award that provides deferred compensation subject to Code Section 409A, ‘‘Subsidiary’’ shall not
include any subsidiary company as defined above unless such company is within a controlled group
of corporations with the Company as defined in Code Sections 1563(a)(1), (2) and (3) where the
phrase ‘‘at least 50%’’ is substituted in each place ‘‘at least 80%’’ appears or is with the Company
part of a group of trades or businesses under common control as defined in Code Section 414(c)
and Treas. Reg. § 1.414(c)-2 where the phrase ‘‘at least 50%’’ is substituted in each place ‘‘at least
80%’’ appears, provided, however, that when the relevant determination is to be based upon
legitimate business criteria (as described in Treas. Reg. § 1.409A-1(b)(5)(iii)(E) and
§ 1.409A-1(h)(3)), the phrase ‘‘at least 20%’’ shall be substituted in each place ‘‘at least 80%’’
appears as described above with respect to both a controlled group of corporations and a group of
trades or business under common control.
‘‘Target Amount’’ means a target Award under this Plan if the relevant Performance Measure
is fully (100%) attained, as determined by the Committee.
2009 Proxy Statement A-5