ADT 2009 Annual Report Download - page 75

otherwise owned by the executive. We do not require that the stock ownership guidelines be attained
within a certain period of time. Instead, the Compensation Committee reviews executive stock
ownership regularly to ensure that our Senior Officers are making progress towards meeting their goals
or maintaining their requisite ownership.
Tyco’s stock retention guidelines require that the Senior Officers retain a specified percentage of
net (after-tax) shares acquired from the exercise of stock options or the vesting of restricted shares.
Specifically, our Senior Officers must retain 75% of all net shares until they attain their target stock
ownership goal. Once that goal is attained, they must retain at least 25% of subsequently acquired net
shares received upon exercise or vesting for a minimum period of three years. Senior Officers who are
62 or older may dispose of 50% of their accumulated holdings. All of the named executive officers
remained in compliance with the stock ownership guidelines in fiscal 2009.
Compensation and Human Resources Committee Report on Executive Compensation
The Compensation Committee has reviewed and discussed with management this Compensation
Discussion and Analysis and, based on such review and discussions, has recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report
on Form 10-K and this Proxy Statement.
Submitted by the Compensation and Human Resources Committee:
Rajiv L. Gupta, Chair
Timothy M. Donahue
R. David Yost
2010 Proxy Statement 55