ADT 2008 Annual Report Download - page 87

(i) Determine and set forth in the applicable Award Certificate the circumstances under
which Awards may be deferred and the extent to which a deferral will be credited with Dividend
Equivalents and interest thereon;
(j) Determine whether a Nonqualified Stock Option or Restricted Share may be transferable
to family members, a family trust or a family partnership;
(k) Establish any subplans and make any modifications to the Plan or to Awards made
hereunder (including the establishment of terms and conditions not otherwise inconsistent with the
terms of the Plan) that the Committee may determine to be necessary or advisable for grants
made in countries outside the United States to comply with, or to achieve favorable tax treatment
under, applicable foreign laws or regulations;
(l) Appoint such agents as it shall deem appropriate for proper administration of the Plan;
and
(m) Take any and all other actions it deems necessary or advisable for the proper operation or
administration of the Plan.
3.3 Effect of Determinations. All determinations of the Committee will be final, binding and
conclusive on all persons having an interest in the Plan.
3.4 Delegation of Authority. The Board or, if permitted under applicable corporate law, the
Committee, in its discretion and consistent with applicable law and regulations, may delegate to the
Chief Executive Officer of the Company or any other officer or group of officers as it deems to be
advisable, the authority to select Employees to receive an Award and to determine the number of
Shares under any such Award, subject to any terms and conditions that the Board or the Committee
may establish. When the Board or the Committee delegates authority pursuant to the foregoing
sentence, it will limit, in its discretion, the number of Shares or aggregate value that may be subject to
Awards that the delegate may grant. Only the Committee will have authority to grant and administer
Awards to Directors, Key Employees and other Reporting Persons or to delegates of the Committee,
and to establish and certify Performance Measures. Should the Chief Executive Officer of the Company
or any other officer or group of officers act under such delegation, he, she, or they shall report the
nature and scope of such Awards granted under such delegation to the Board, or the Committee,
whichever has delegated such authority, at the next regularly scheduled meeting of the Board or the
Committee, as the case may be.
3.5 Employment of Advisors. The Committee may employ attorneys, consultants, accountants and
other advisors, and the Committee, the Company and the officers and directors of the Company may
rely upon the advice, opinions or valuations of the advisors so employed.
3.6 No Liability. No member of the Committee or any person acting as a delegate of the
Committee with respect to the Plan will be liable for any losses resulting from any action,
interpretation or construction made in good faith with respect to the Plan or any Award granted under
the Plan.
ARTICLE IV
AWARDS
4.1 Eligibility. All Participants and Employees are eligible to be designated to receive Awards
granted under the Plan, except as otherwise provided in this Article IV.
4.2 Form of Awards. Awards will be in the form determined by the Committee, in its discretion,
and will be evidenced by an Award Certificate. Awards may be granted singly or in combination or in
tandem with other Awards.
2009 Proxy Statement A-7