ADT 2009 Annual Report Download - page 124

common shares; (ii) stock appreciation rights; (iii) awards payable in cash, common shares, other securities or other
property, based on the achievement of performance goals; (iv) dividend equivalents, consisting of a right to receive
payments equivalent to dividends declared on Tyco common shares; and (v) other stock-based awards as determined by the
Compensation and Human Resources Committee (‘‘Committee’’). The exercise price of options and stock appreciation
rights would generally be fair market value on the date of grant, but could be lower in certain circumstances. No individual
could receive awards for more than 12,000,000 shares (or 3,000,000 shares on a post-reverse stock split basis) in any
calendar year. Terms and conditions of awards were determined by the Committee. Awards could be deferred, and could be
payable in any form the Committee determined, including cash, Tyco common shares, other securities or other property.
The Committee may modify awards in recognition of unusual or nonrecurring events, including a change of control. The
shares granted under the LTIP II will be issued at vesting under the 2004 Stock and Incentive Plan.
(5) The Tyco International Ltd. United Kingdom (‘‘UK’’) Savings Related Share Option Plan (‘‘SAYE’’) is a UK Inland
Revenue approved plan for UK employees pursuant to which employees were granted options to purchase shares at the
end of three years of service at a 15% discount off of the market price at time of grant. Employees made monthly
contributions that were, at the election of the employee, used for the purchase price of shares or the contribution could
have been returned to the employee. The total amount of shares that may have been purchased at the end of the three
years of service was equal to the total of the monthly contributions, plus a tax-free bonus amount equal to a multiple of the
aggregate amount of monthly contributions, divided by the option price. An option will generally be exercisable only during
the period of six months following the three-year period. The plan was administered by the Company’s International
Benefits Oversight Committee, appointed by the Committee. The International Benefits Oversight Committee, among other
things, determined when to grant options and set the option price. The SAYE Plan was approved on November 3, 1999 for
a ten year period and has expired according to its terms on November 3, 2009. The International Benefits Oversight
Committee has not approved any additional grants since the last annual grant on October 9, 2008 and it has not applied for
approval of a replacement for the SAYE Plan at this time.
Issuer Purchases of Equity Securities
Maximum Approximate
Total Number of Dollar Value of
Average Shares Purchased as Shares That May Yet Be
Total Number Price Part of Publicly Purchased Under
of Shares Paid per Announced Plans or Publicly Announced
Period Purchased Share Programs Plans or Programs
6/27/09–7/24/09 ................. — — — —
7/25/09–8/28/09 ................. — — — —
8/29/09–9/25/09 ................. — — — $900,000,000
During the quarter, the Company did not repurchase any common shares on the NYSE as part of
the $1.0 billion share repurchase program approved by the Board of Directors in July 2008 (‘‘2008
Share Repurchase Program’’). Approximately $900 million remained outstanding under the 2008 Share
Repurchase Program as of September 25, 2009.
32 2009 Financials