ADT 2008 Annual Report Download - page 95

(c) Grant of Restricted Units. The Committee may grant Restricted Units to any Employee,
which Units will be paid in cash or whole Shares or a combination of cash and Shares, in the
discretion of the Committee, when the restrictions on the Units lapse and any other conditions set
forth in the Award Certificate have been satisfied. For each Restricted Unit that vests, one Share
will be paid or an amount in cash equal to the Fair Market Value of a Share as of the date on
which the Restricted Unit vests.
(d) Grant of Deferred Stock Units. The Committee may grant Deferred Stock Units to any
Employee, which Units will be paid in whole Shares upon the Employee’s Termination of
Employment if the restrictions on the Units have lapsed. One Share will be paid for each Deferred
Stock Unit that becomes payable.
(e) Dividends and Dividend Equivalents. At the discretion of the Committee and as set forth
in the applicable Award Certificate, dividends issued on Shares may be paid immediately or
withheld and deferred in the Participant’s account. In the event of a payment of dividends on
Common Stock, the Committee may credit Restricted Units with Dividend Equivalents in
accordance with terms and conditions established in the discretion of the Committee. Dividend
Equivalents will be subject to such vesting terms as are determined by the Committee and may be
distributed immediately or withheld and deferred in the Participant’s account as determined by the
Committee and set forth in the applicable Award Certificate. Deferred Stock Units may, in the
discretion of the Committee and as set forth in the Award Certificate, be credited with Dividend
Equivalents or additional Deferred Stock Units. The number of any Deferred Stock Units credited
to a Participant’s account upon the payment of a dividend will be equal to the quotient produced
by dividing the cash value of the dividend by the Fair Market Value of one Share as of the date
the dividend is paid. The Committee will determine any terms and conditions on deferral of a
dividend or Dividend Equivalent, including the rate of interest to be credited on deferral and
whether interest will be compounded.
4.7 Director Awards.
(a) As of the first day following the annual general meeting of shareholders, the Committee
will grant Deferred Stock Units, Shares, Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Units, or any combination thereof, to each Director in such an amount as the
Board, in its discretion, may approve in advance, provided that the aggregate Fair Market Value of
the Shares underlying the Deferred Stock Units, Shares, Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Units, or any combination thereof, granted to any Director in a year
may not exceed $200,000 (U.S.) determined as of the date of grant. Each such Deferred Stock
Unit, Share, Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Unit, or any
combination thereof will vest as determined by the Committee and set forth in the Award
Certificate and for Awards other than Stock Options will be paid in Shares within 30 days
following the recipient’s Termination of Directorship. Dividend Equivalents or additional Deferred
Stock Units, Shares, Stock Appreciation Rights, Restricted Stock, Restricted Units, or any
combination thereof, will be credited to each Director’s account when dividends are paid on
Common Stock to the shareholders, and will be paid to the Director at the same time that the
Deferred Stock Units, Shares, Stock Appreciation Rights, Restricted Stock, Restricted Units, or
any combination thereof, are paid to the Director.
(b) The Committee may, in its discretion, grant Stock Options, Stock Appreciation Rights
and other Stock-Based Awards to Directors, provided that in no event may a Director in any fiscal
year be granted more than 10,000 Shares pursuant to such Awards, excluding awards made under
Section 4.7(a), in whatever form.
4.8 Substitute Awards. The Committee may make Awards under the Plan to Acquired Grantees
through the assumption of, or in substitution for, outstanding stock-based awards previously granted to
2009 Proxy Statement A-15