ADT 2009 Annual Report Download - page 73

Description Chief Executive Officer Named Executive Officers
Prorated bonus in year of Yes. Yes.
change in control:
------------------------------------------- ------------------------------------------ -------------------------------------------
Equity treatment: • All awards vest in full, Substantially all of the individual
provided that certain equity awards for our named
performance share units executive officers provide that,
remain subject to performance upon a change in control (and,
criteria. with respect to awards granted
• Options remain exercisable in fiscal 2009 and thereafter,
for the remainder of their upon a termination event):
term.
• All options, restricted stock
and RSUs vest in full.
• All performance-based shares
vest at target.
• Options remain exercisable
until the earlier of (i) the
expiration of the remainder of
their term and (ii) up to three
years following the executive’s
termination date.
------------------------------------------- ------------------------------------------ -------------------------------------------
Excise tax gross-up payment: Yes. No.
------------------------------------------- ------------------------------------------ -------------------------------------------
IRC Section 280G Cap on No. Yes, if the cap results in greater
Benefits: after tax payments to executive,
otherwise benefits are not
capped.
------------------------------------------- ------------------------------------------ -------------------------------------------
Outplacement assistance: No. Up to 12 months.
------------------------------------------- ------------------------------------------ -------------------------------------------
Restrictive covenants: • Prohibited from soliciting • Subject to confidentiality and
customers and employees of non-disparagement covenants.
Tyco for one year from the
date of termination.
• Prohibited from competing
with Tyco for one year from
the date of termination (two
years with respect to a
competing business that
generates more than 30% of
its gross revenues from the
security business).
• Subject to confidentiality and
non-disparagement covenants.
Under Mr. Breen’s employment agreement, a change in control is treated as a termination for
‘‘Good Reason’’ if Mr. Breen chooses to terminate his employment within the 30-day period
commencing on the first anniversary of the change in control.
For the other named executive officers, the CIC Severance Plan generally defines ‘‘Cause’’ as (i) a
material violation of any fiduciary duty owed to the Company; (ii) conviction of, or entry of a plea of
nolo contendere with respect to, a felony or misdemeanor; (iii) dishonesty; (iv) theft; or (v) other
2010 Proxy Statement 53