ADT 2008 Annual Report Download - page 96

such Acquired Grantees. Such assumed or substituted Awards will be subject to the terms and conditions
of the original awards made by the Acquired Company, with such adjustments therein as the Committee
considers appropriate to give effect to the relevant provisions of any agreement for the acquisition of the
Acquired Company, provided that any such adjustment with respect to Nonqualified Stock Options and
Stock Appreciation Rights shall satisfy the requirements of Treas. Reg. § 1.409A-1(b)(5)(v)(D) and
otherwise ensures that such awards continue to be exempt from Code Section 409A and provided that
any adjustment to Awards that are subject to Code Section 409A is in compliance with Code
Section 409A and the regulations and rulings thereunder. Any grant of Incentive Stock Options pursuant
to this Section 4.8 will be made in accordance with Code Section 424 and any final regulations published
thereunder.
4.9 Limit on Individual Grants. Subject to Sections 5.1, 5.3 and 5.4, no Employee may be
granted more than 6 million Shares over any calendar year pursuant to Awards of Stock Options, Stock
Appreciation Rights and performance-based Restricted Stock and Restricted Units, except that an
incentive Award of no more than 10 million Shares may be made pursuant to Stock Options, Stock
Appreciation Rights and performance-based Restricted Stock and Restricted Units to any person who
has been hired within the calendar year as a Reporting Person. The maximum amount that may be paid
in cash or Shares pursuant to Short-Term Performance Bonuses or Long-Term Performance Awards
paid in Performance Units to any one Employee is $5 million (U.S.) for any Performance Cycle of
12 months. For any longer Performance Cycle, this maximum will be adjusted proportionally so that the
amount paid in cash or Shares pursuant to Short-Term Performance Bonuses or Long-Term
Performance Awards paid in Performance Units to any one Employee relating to a Performance Cycle
of more than 12 months is prorated among the number of periods of 12 months included within the
Performance Cycle for purposes of this section in determining the application of the $5 million
limitation for any 12-month Performance Cycle.
4.10 Termination for Cause. Notwithstanding anything to the contrary herein, if a Participant
incurs a Termination of Directorship or Termination of Employment for Cause, then all Stock Options,
Stock Appreciation Rights, Short-Term Performance Bonuses, Long-Term Performance Awards,
Restricted Units, Restricted Stock and other Stock-Based Awards will immediately be cancelled. The
exercise of any Stock Option or Stock Appreciation Right or the payment of any Award may be
delayed, in the Committee’s discretion, in the event that a potential termination for Cause is pending,
subject to ensuring an exemption from or compliance with Code Section 409A and the underlying
regulations and rulings.
ARTICLE V
SHARES SUBJECT TO THE PLAN; ADJUSTMENTS
5.1 Shares Available. The Shares issuable under the Plan will be authorized but unissued Shares,
and, to the extent permissible under applicable law, Shares acquired by the Company, any Subsidiary or
any other person or entity designated by the Company. The total number of Shares with respect to
which Awards may be issued under the Plan may equal, but may not exceed, 160 million Shares, and
subject to adjustment in accordance with Sections 5.3 and 5.4; provided that when Shares are issued
pursuant to a grant of Restricted Stock, Restricted Units, Deferred Stock Units, Performance Units or
as payment of a Short-Term Performance Bonus or Long-Term Performance Award or other Stock-
Based Award, the total number of Shares remaining available for grant will be decreased by a margin
of at least 1.8 per Share issued. No more than 10 million Shares of the total Shares issuable under the
Plan may be available for grant in the form of Incentive Stock Options.
5.2 Counting Rules. The following Shares related to Awards under this Plan may again be
available for issuance under the Plan, in addition to the Shares described in Section 5.1:
(a) Shares related to Awards paid in cash;
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