ADT 2010 Annual Report Download - page 82

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 or her termination of employment or upon the occurrence of a
change in control, assuming that the triggering event or events occurred on September 24, 2010. The
amounts shown are based on Tyco’s closing NYSE share price of $38.55 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
Qualified Qualified With Without Resignation/ Death or
Name / Form of Compensation Termination Termination Cause Cause Retirement Disability
(a) (b) (c) (d) (e)(1) (f)(2) (g)
Edward D. Breen
Severance(3) ........................... — $10,968,750 — $ 7,312,500 — —
Benefit & Perquisite Continuation(4) ............ — $ 329,430 — $ 216,807 — —
Accelerated Vesting of Equity Awards(5) .......... $20,110,880 $20,110,880 — $20,110,880 — $14,560,837
Retirement Plan Distributions(6) ............... $12,713,000 $12,713,000 — $ 3,909,000 — —
Supplemental Life Insurance(7) ............... — — — — — $3,245,000
Christopher J. Coughlin
Severance(3) ........................... — $4,784,000 — $ 3,200,000 — —
Benefit & Perquisite Continuation(4) ............ — $ 7,225 — $ 7,225 — —
Accelerated Vesting of Equity Awards(5) .......... $ 562,599 $ 7,552,039 — $ 821,851 — $ 3,409,032
Supplemental Life Insurance(7) ............... — — — — — $1,500,000
George R. Oliver
Severance(3) ........................... — $2,400,000 — $ 2,400,000 — —
Benefit & Perquisite Continuation(4) ............ — $ 25,008 — $ 25,008 — —
Accelerated Vesting of Equity Awards(5) .......... $ 762,211 $ 4,566,222 — $ 422,944 — $ 3,350,201
Supplemental Life Insurance(7) ............... — — — — — $1,150,000
Naren K. Gursahaney
Severance(3) ........................... — $1,334,806 — $ 2,240,000 — —
Benefit & Perquisite Continuation(4) ............ — $ 27,870 — $ 27,870 — —
Accelerated Vesting of Equity Awards(5) .......... $1,158,466 $ 4,962,477 — $ 422,944 — $ 3,746,456
Supplemental Life Insurance(7) ............... — — — — — $ 840,000
Judith A. Reinsdorf
Severance(3) ........................... — $2,825,550 — $ 1,890,000 — —
Benefit & Perquisite Continuation(4) ............ — $ 33,899 — $ 25,008 — —
Accelerated Vesting of Equity Awards(5) .......... $ 203,891 $ 3,205,972 — $ 330,329 — $ 2,228,884
Supplemental Life Insurance(7) ............... — — — — — $1,000,000
(1) For Mr. Breen, severance benefits are also paid upon termination for Good Reason.
(2) For Mr. Coughlin, who is retirement eligible based upon age and service, the value of certain
equity awards that would immediately become deliverable upon retirement are not included
because these awards are no longer subject to a significant vesting requirement.
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