ADT 2009 Annual Report Download - page 85

Potential Payments Upon Termination and Change in Control
The following table summarizes the severance benefits that would have been payable to each of
the named executive officers upon his termination of employment or upon the occurrence of a change
in control, assuming that the triggering event or events occurred on September 25, 2009. The amounts
shown are based on Tyco’s closing NYSE share price of $33.98 on such date.
For Mr. Breen, termination benefits are governed by his employment agreement. For each of the
other named executive officers, the CIC Severance Plan governs termination benefits for change in
control triggering events, and the Severance Plan governs termination benefits for all other triggering
events. In all cases, a ‘‘Qualified Termination’’ means a termination following a change in control that
would provide the executive with a ‘‘Good Reason’’ to terminate his employment, as defined under the
CIC Severance Plan or under Mr. Breen’s employment agreement. For the definition of ‘‘Good
Reason’’ and ‘‘Cause’’ under the relevant documents, see the discussion under the heading ‘‘Change in
Control and Severance Benefits.’’ Under his employment agreement, Mr. Breen could terminate his
employment for ‘‘Good Reason’’ by voluntarily resigning within the 30-day period following the first
anniversary of a change in control, in which case he would be entitled to severance and the benefit and
perquisite continuation described in column (c).
Mr. Breen’s employment agreement with the Company was amended on December 19, 2008.
Among other changes, the amended agreement reduced certain of the benefits, including cash
payments, that he is entitled to upon a termination or change in control, as described above under the
heading ‘‘Change in Control and Severance Benefits.’’
Change in Control Other Termination
Without With Without
Qualified Qualified With Cause or With Retirement/ Death or
Name / Form of Compensation Termination Termination Cause Good Reason Resignation Disability
(a) (b) (c) (d) (e) (f)(7) (g)
all amounts in U.S. $
Edward D. Breen
Severance(1) ........................ — 14,625,000 — 9,750,000 — —
Benefit & Perquisite Continuation(2) ......... — 327,197 — 218,131 — —
Accelerated Vesting of Equity Awards(3) ........ 16,596,487 16,596,487 — 16,596,487 — 12,032,970
Retirement Plan Distributions(4) ............ 13,643,000 13,643,000 — 3,861,000 — —
Life Insurance(5) ..................... — — — — — 3,245,000
Excise Tax Gross Up(6) ................. — — — — — —
Christopher J. Coughlin
Severance(1) ........................ — 4,784,000 — 3,200,000 — —
Benefit & Perquisite Continuation(2) ......... — 31,086 — 23,132 — —
Accelerated Vesting of Equity Awards(3) ........ 1,789,727 4,466,299 — 229,952 — 2,838,562
Life Insurance(5) ..................... — — — — — 1,500,000
George R. Oliver
Severance(1) ........................ — 2,188,148 — 2,400,000 — —
Benefit & Perquisite Continuation(2) ......... — 23,132 — 23,132 — —
Accelerated Vesting of Equity Awards(3) ........ 1,674,093 3,548,083 — 160,979 — 2,484,373
Life Insurance(5) ..................... — — — — — 1,150,000
Naren K. Gursahaney
Severance(1) ........................ — 1,204,650 — 2,240,000 — —
Benefit & Perquisite Continuation(2) ......... — 23,132 — 23,132 — —
Accelerated Vesting of Equity Awards(3) ........ 2,352,333 4,226,323 — 160,979 — 3,162,614
Life Insurance(5) ..................... — — — — — 840,000
John E. Evard, Jr.
Severance(1) ........................ — 2,406,950 — 1,610,000 — —
Benefit & Perquisite Continuation(2) ......... — 31,086 — 23,132 — —
Accelerated Vesting of Equity Awards(3) ........ 504,603 1,664,155 — 99,600 — 1,019,479
Life Insurance(5) ..................... — — — — — 866,000
(1) For Mr. Breen, severance paid for a qualified termination under a Change in Control was based
on three times his base salary and three times his actual bonus for fiscal 2008. For termination due
to other triggering events, severance was based on two times his base salary and two times his
actual bonus for fiscal 2008. Under his employment agreement, the multiple will reduce when
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