ADT 2009 Annual Report Download - page 72

Severance Arrangements Upon a Change in Control
Description Chief Executive Officer Named Executive Officers
Governing document: Employment agreement. CIC Severance Plan.
For equity awards individual
award agreements.
------------------------------------------- ------------------------------------------ -------------------------------------------
Additional events triggering • Involuntary termination • Involuntary termination other
severance cash benefits and without Cause. than for Cause, permanent
benefits continuation: • Termination by Mr. Breen for disability or death.
Good Reason. • Good Reason Resignation.
• A change in control is treated
as a termination for Good
Reason at Mr. Breen’s
election within the 30-day
period following the first
anniversary of the change in
control.
------------------------------------------- ------------------------------------------ -------------------------------------------
Severance cash benefit: Three times base salary and Two times base salary and two
three times higher of target times annual target bonus for
annual bonus or most recent Messrs. Gursahaney and Oliver;
annual bonus payment. The and 2.99 times base salary and
multiplier is reduced to two 2.99 times annual target bonus
times at age 62, 1.5 times at age for the other named executive
63 and 1.0 times at age 64 or officers.
older.
------------------------------------------- ------------------------------------------ -------------------------------------------
Executive must sign release to Yes. Yes.
receive severance benefits:
------------------------------------------- ------------------------------------------ -------------------------------------------
Health and welfare benefits Continued participation in the Twelve months from date of
continuation: Company’s health and welfare termination for medical and
plans over the same time period dental and health care
for which severance is payable, reimbursement account benefits
subject to an 18 month limit on only, if the executive does not
continuation of medical benefits. commence employment with
If Mr. Breen’s severance period another company during the
is greater than 18 months, an severance period. The executive
equivalent cash payment is made will also be entitled to a cash
for the monthly COBRA payment equal to the projected
premium cost of the coverage value of the employer portion of
multiplied by the number of medical and dental benefit
months by which the severance premiums for a 12 month (in
period exceeds 18 months, with the case of Messrs. Gursahaney
a tax gross-up on such amounts. and Oliver) or 24 month (in the
case of Messrs. Coughlin and
Evard) period.
------------------------------------------- ------------------------------------------ -------------------------------------------
Pension benefits: Fully vested. Immediately N/A.
payable upon a change in
control. No reduction for early
commencement.
------------------------------------------- ------------------------------------------ -------------------------------------------
52 2010 Proxy Statement