ADT 2008 Annual Report Download - page 94

the terms of a duly authorized deferred compensation arrangement, in which case the terms of
such arrangement shall govern.
(f) Code Section 162(m). It is the intent of the Company that Long-Term Performance
Awards be ‘‘performance-based compensation’’ for purposes of Code Section 162(m), that this
Section 4.5 be interpreted in a manner that satisfies the applicable requirements of Code
Section 162(m)(C) and related regulations, and that the Plan be operated so that the Company
may take a full tax deduction for Long-Term Performance Awards. If any provision of this Plan or
any Long-Term Performance Award would otherwise frustrate or conflict with this intent, the
provision will be interpreted and deemed amended so as to avoid this conflict.
(g) Retirement. If a Participant would be entitled to a Long-Term Performance Award but
for the fact that the Participant’s employment with the Company terminated prior to the end of
the Performance Cycle, the Participant may, in the Committee’s discretion, receive a Long-Term
Performance Award, prorated for the portion of the Performance Cycle that the Participant
completed and payable at the same time after the end of the Performance Cycle that payments to
other Long-Term Performance Award recipients are made, if the sum of the Participant’s age and
years of service with the Company was 60 or higher at the time of Termination of Employment or
if the Participant retired under a Normal Retirement. The prorated amount of any such Long-Term
Performance Award paid due to retirement shall be determined based upon the actual
performance achieved during the performance period relative to the pre-established goals for such
performance.
4.6 Other Stock-Based Awards. The Committee may, from time to time, grant Awards (other
than Stock Options, Stock Appreciation Rights, Short-Term Performance Bonuses or Long-Term
Performance Awards) to any Employee who the Committee may from time to time select, which
Awards consist of, or are denominated in, payable in, valued in whole or in part by reference to, or
otherwise related to, Shares. These Awards may include, among other forms, Restricted Stock,
Restricted Units, or Deferred Stock Units. The Committee will determine, in its discretion, the terms
and conditions that will apply to Awards granted pursuant to this Section 4.6, which terms and
conditions will be set forth in the applicable Award Certificate.
(a) Vesting. Unless the Award Certificate provides otherwise, restrictions on Stock-Based
Awards granted under this Section 4.6 will lapse in equal annual installments over a period of four
years beginning immediately after the date of grant. If the restrictions on Stock-Based Awards
have not lapsed or been satisfied as of the Participant’s Termination of Employment, the Shares
will be forfeited by the Participant if the termination is for any reason other than the Normal
Retirement, death or Disability of the Participant or a Change in Control, except that the Award
will vest pro rata with respect to the portion of the four-year vesting term (or such other vesting
term as is set forth in the Award Certificate) that the Participant has completed if the Participant
has attained age 55, the sum of the Participant’s age and years of service with the Company is 60
or higher and the Participant has satisfied all other applicable conditions established by the
Committee with respect to such pro rata vesting. Unless the Award Certificate provides otherwise,
all restrictions on Stock-Based Awards granted pursuant to this Section 4.6 will lapse upon the
Normal Retirement, death or Disability of the Participant or a Change in Control Termination.
(b) Grant of Restricted Stock. The Committee may grant Restricted Stock to any Employee,
which Shares will be registered in the name of the Participant and held for the Participant by the
Company. The Participant will have all rights of a stockholder with respect to the Shares, including
the right to vote and to receive dividends or other distributions, except that the Shares may be
subject to a vesting schedule and will be forfeited if the Participant attempts to sell, transfer,
assign, pledge or otherwise encumber or dispose of the Shares before the restrictions are satisfied
or lapse.
A-14 2009 Proxy Statement