ADT 2008 Annual Report Download - page 86

‘‘Target Vesting Percentage’’ means the percentage of performance-based Restricted Units or
Shares of Restricted Stock that will vest if the Performance Measure is fully (100%) attained, as
determined by the Committee.
‘‘Termination of Directorship’’ means the date of cessation of a Director’s membership on the
Board for any reason, with or without Cause, as determined by the Company.
‘‘Termination of Employment’’ means the date of cessation of an Employee’s employment
relationship with the Company or a Subsidiary for any reason, with or without Cause, as
determined by the Company.
‘‘Unit’’ means, for purposes of Performance Units, the potential right to an Award equal to a
specified amount denominated in such form as is deemed appropriate in the discretion of the
Committee and, for purposes of Restricted Units or Deferred Stock Units, the potential right to
acquire one Share.
ARTICLE III
ADMINISTRATION
3.1 Committee. The Plan will be administered by the Committee.
3.2 Authority of the Committee. The Committee or, to the extent required by applicable law, the
Board, will have the authority, in its sole and absolute discretion and subject to the terms of the Plan,
to:
(a) Interpret and administer the Plan and any instrument or agreement relating to the Plan;
(b) Prescribe the rules and regulations that it deems necessary for the proper operation and
administration of the Plan, and amend or rescind any existing rules or regulations relating to the
Plan;
(c) Select Employees to receive Awards under the Plan;
(d) Determine the form of an Award, the number of Shares subject to each Award, all the
terms and conditions of an Award, including, without limitation, the conditions on exercise or
vesting, the designation of Stock Options as Incentive Stock Options or Nonqualified Stock
Options, and the circumstances in which an Award may be settled in cash or Shares or may be
cancelled, forfeited or suspended, and the terms of the Award Certificate;
(e) Determine whether Awards will be granted singly, in combination or in tandem;
(f) Establish and interpret Performance Measures in connection with Short-Term
Performance Bonuses and Long-Term Performance Awards, evaluate the level of performance over
a Performance Cycle and certify the level of performance attained with respect to Performance
Measures;
(g) Except as provided in Section 6.1, waive or amend any terms, conditions, restriction or
limitation on an Award, except that the prohibition on the repricing of Stock Options and Stock
Appreciation Rights, as described in Section 4.3(g), may not be waived and further provided that
any such waiver or amendment shall either comply with the requirements of Section 409A or
preserve any exemption from the application of Code Section 409A;
(h) Make any adjustments to the Plan (including but not limited to adjustment of the number
of Shares available under the Plan or any Award) and any Award granted under the Plan as may
be appropriate pursuant to Sections 5.3 and 5.4;
A-6 2009 Proxy Statement