ADT 2008 Annual Report Download - page 98

pursuant to this Section 5.4(b) shall include the value of any Dividend Equivalents credited with
respect to such Award and accrued interest on such Dividend Equivalents. The Committee may
specify how an Award will be treated in the event of a Change in Control either when the Award
is granted or at any time thereafter, except as otherwise provided herein.
5.5 Fractional Shares. No fractional Shares will be issued under the Plan. Except as otherwise
provided in Section 4.5(e), if a Participant acquires the right to receive a fractional Share under the Plan,
the Participant will receive, in lieu of the fractional Share, a full Share as of the date of settlement.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment. The Plan may be amended at any time and from time to time by the Board
without the approval of stockholders of the Company, except that no material revision to the terms of
the Plan will be effective until the amendment is approved by the stockholders of the Company. A
revision is ‘‘material’’ for this purpose if, among other changes, it materially increases the number of
Shares that may be issued under the Plan (other than an increase pursuant to Sections 5.3 and 5.4 of
the Plan), expands the types of Awards available under the Plan, materially expands the class of
persons eligible to receive Awards under the Plan, materially extends the term of the Plan, materially
decreases the Exercise Price at which Stock Options or Stock Appreciation Rights may be granted,
reduces the Exercise Price of outstanding Stock Options or Stock Appreciation Rights, or results in the
replacement of outstanding Stock Options and Stock Appreciation Rights with new Awards that have
an Exercise Price that is lower than the Exercise Price of the replaced Stock Options and Stock
Appreciation Rights. The Board may, in its discretion, increase the maximum dollar amount of
Deferred Stock Units that may be granted to a Director in any fiscal year and the maximum number of
Shares that may be granted to a Director in any fiscal year pursuant to Stock Options, Stock
Appreciation Rights and other Stock-Based Awards. No amendment of the Plan or any outstanding
Award made without the Participant’s written consent may adversely affect any right of a Participant
with respect to an outstanding Award.
6.2 Termination. The Plan will terminate upon the earlier of the following dates or events to
occur:
(a) the adoption of a resolution of the Board terminating the Plan; or
(b) the day before the 10th anniversary of the adoption of the Plan by the Company’s
shareholders as described in Section 1.2.
No Awards will be granted under this Plan after it has terminated. The termination of the Plan,
however, will not alter or impair any of the rights or obligations of any person under any Award
previously granted under the Plan without such person’s consent. After the termination of the Plan, any
previously granted Awards will remain in effect and will continue to be governed by the terms of the
Plan and the applicable Award Certificate.
ARTICLE VII
GENERAL PROVISIONS
7.1 Nontransferability of Awards. No Award under the Plan will be subject in any manner to
alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other persons will
otherwise acquire any rights therein, except as provided below.
(a) Any Award may be transferred by will or by the laws of descent or distribution.
(b) The Committee may provide in the applicable Award Certificate that all or any part of a
Nonqualified Option or Shares of Restricted Stock may, subject to the prior written consent of the
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