ADT 2008 Annual Report Download - page 99

Committee, be transferred to a family member. For purposes of this subsection (b), ‘‘family
member’’ includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of the Participant, including adoptive relationships, any person
sharing the Participant’s household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a foundation in which these persons
(or the Participant) control the management of assets, and any other entity in which these persons
(or the Participant) own more than fifty percent of the voting interests.
Any transferred Award will be subject to all of the same terms and conditions as provided in
the Plan and the applicable Award Certificate. The Participant or the Participant’s estate will
remain liable for any withholding tax that may be imposed by any federal, state or local tax
authority. The Committee may, in its discretion, disallow all or a part of any transfer of an Award
pursuant to this subsection (b) unless and until the Participant makes arrangements satisfactory to
the Committee for the payment of any withholding tax. The Participant must immediately notify
the Committee, in the form and manner required by the Committee, of any proposed transfer of
an Award pursuant to this subsection (b). No transfer will be effective until the Committee
consents to the transfer in writing.
(c) Except as otherwise provided in the applicable Award Certificate, any Nonqualified Stock
Option transferred by a Participant pursuant to this subsection (c) may be exercised by the
transferee only to the extent that the Award would have been exercisable by the Participant had no
transfer occurred. The transfer of Shares upon exercise of the Award will be conditioned on the
payment of any withholding tax.
(d) Restricted Stock may be freely transferred after the restrictions lapse or are satisfied and
the Shares are delivered, provided, however, that Restricted Stock awarded to an affiliate of the
Company may be transferred only pursuant to Rule 144 under the Securities Act, or pursuant to
an effective registration for resale under the Securities Act. For purposes of this subsection (d),
‘‘affiliate’’ will have the meaning assigned to that term under Rule 144.
(e) In no event may a Participant transfer an Incentive Stock Option other than by will or the
laws of descent and distribution.
7.2 Withholding of Taxes. The Committee, in its discretion, may satisfy a Participant’s tax
withholding obligations by any of the following methods or any method as it determines to be in
accordance with the laws of the jurisdiction in which the Participant resides, has domicile or performs
services.
(a) Stock Options and Stock Appreciation Rights. As a condition to the delivery of Shares
pursuant to the exercise of a Stock Option or Stock Appreciation Right, the Committee may
require that the Participant, at the time of exercise, pay to the Company by cash, certified check,
bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any
applicable tax withholding obligations. The Committee may also, in its discretion, accept payment
of tax withholding obligations through any of the Exercise Price payment methods described in
Section 4.3(d).
(b) Other Awards Payable in Shares. The Participant shall satisfy the Participant’s tax
withholding obligations arising in connection with the release of restrictions on Restricted Units,
Restricted Stock and other Stock-Based Awards by payment to the Company in cash or by certified
check, bank draft, wire transfer or postal or express money order, provided that the format is
approved by the Company or a designated third-party administrator. However, subject to any
requirements of applicable law, the Company may also satisfy the Participant’s tax withholding
obligations by other methods, including selling or withholding Shares that would otherwise be
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