ADT 2009 Annual Report Download - page 70

Description Chief Executive Officer Named Executive Officers
Equity treatment: All awards vest in full upon an Substantially all of the individual
involuntary termination without award agreements are consistent
Cause, a termination for Good with the terms and conditions of
Reason or death or disability: the Severance Plan, which
provides that, upon an
involuntary termination without
Cause:
• Options remain exercisable • Outstanding stock options
for the remainder of their continue to vest for
term. 12 months.
• Upon death or disability, • The executive has 12 months
options remain exercisable (or 36 months in the case of
until the earlier of the original retirement eligible employees)
expiration date of the option to exercise vested stock
or the third anniversary of options, subject to the original
termination. term.
• Performance share units • All unvested restricted stock
remain subject to performance and RSUs are forfeited.
criteria. • Performance share units are
forfeited unless the executive
is retirement eligible, in which
case all or a portion of the
shares which vest remain
subject to performance
criteria.
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Outplacement assistance: No. At Company’s discretion for up
to 12 months.
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Restrictive covenants: • Prohibited from soliciting • Prohibited from soliciting
customers and employees of customers and employees of
Tyco for one year from the Tyco for two years from the
date of termination. date of termination.
• Prohibited from competing • Prohibited from competing
with Tyco for one year from with Tyco for one year from
the date of termination (two the date of termination.
years with respect to a • Subject to confidentiality and
competing business that non-disparagement covenants.
generates more than 30% of
its gross revenues from the
security business).
• Subject to confidentiality and
non-disparagement covenants.
Mr. Breen’s employment agreement generally defines ‘‘Cause’’ as:
• Indictment for a felony other than one stemming from liability that is based on acts of the
Company for which Mr. Breen is responsible solely as a result of his office(s) with the Company.
This exception applies provided that (i) he was not directly involved in such acts and either had
no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted
reasonably and in good faith to attempt to prevent the acts causing such liability; or (ii) after
consulting with the Company’s counsel, he reasonably believed that no law was being violated by
such acts, or
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