ADT 2009 Annual Report Download - page 280

TYCO INTERNATIONAL LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 25, 2009
(Continued)
9. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR
2009 (Continued)
As a result of U.S. federal tax law changes, the equity component of Director’s annual
remuneration has changed for fiscal 2010. For fiscal 2010, Directors were granted restricted stock units
(‘‘RSUs’’) with one-year vesting terms in lieu of DSUs. For all Directors other than Mr. Yost, these
RSUs were granted on the first day of fiscal 2010 as the equity component of their fiscal 2010
compensation. Mr. Yost was granted RSUs when he joined the Board on March 12, 2009. The table
below reflects compensation for fiscal year 2009. In addition, Mr. McDonald, a former director was
paid $17,741 representing a portion of his pro-rated director fee paid in fiscal 2009, due to the fact that
it was inadvertantly omitted from compensation paid to him in fiscal 2007.
Fees Earned or Stock All Other
Paid in Cash Awards Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)
Mr. Timothy Donahue ...................... $ 80,000 $120,031 $ 185 $200,216
Mr. Brian Duperreault ..................... $ 80,000 $120,031 $10,000 $210,031
Mr. Bruce S. Gordon (L)(NC) ................ $115,000 $120,031 — $235,031
Mr. Rajiv L. Gupta (CC) .................... $ 95,000 $120,031 $ 5,000 $220,031
Mr. John A. Krol ......................... $ 80,000 $120,031 $10,000 $210,031
Dr. Brendan R. O’Neill ..................... $ 80,000 $120,031 — $200,031
Dr. William S. Stavropoulos .................. $ 80,000 $120,031 — $200,031
Ms. Sandra S. Wijnberg ..................... $ 80,000 $120,031 $10,276 $210,307
Mr. Jerome B. York (AC) ................... $100,000 $120,031 $ 317 $220,348
Mr. R. David Yost ......................... $ 43,516 $ 66,087 — $109,603
Former Directors:
Adm. Dennis C. Blair ...................... $ 27,692 $120,031 $ 2,000 $149,723
(L) = Lead Director
(AC) = Audit Committee Chair
(CC) = Compensation Committee Chair
(NC) = Nominating and Governance Committee Chair
(1) Consists of meeting fees, as described above. R. David Yost was paid a prorated fee for his
services for the period from March 12, 2009, when he joined the Board, through the end of the
fiscal year. Admiral Blair was paid a prorated fee for his services as a Director for the period
December 27, 2008 to January 30, 2009.
(2) As noted above, Directors receive an annual equity grant worth approximately $120,000. Director
Yost received an annual grant worth approximately $120,000 of RSUs of the company when he
joined the Board in March 2009. This column reflects the expense recognized in the Company’s
audited consolidated financial statements for the year ended September 25, 2009 for DSUs granted
to each Director in 2009. Each DSU and all prior DSUs are fully vested when they are granted,
meaning that they are not subject to forfeiture (except in the case of dismissal for cause), but do
not carry voting rights until they are actually issued. However, the shares are not actually issued to
the Director until the earlier of (a) retirement from the Board, (b) 2017 (as required under recent
U.S. tax law changes), or (c) change-in-control of the Company.
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