ADT 2011 Annual Report Download - page 136

employees under the LTIP or the LTIP II. LTIP II allowed for the grant of stock options and
other equity or equity-based grants to employees who are not officers of Tyco. Under this plan,
non-officer employees or former employees of Tyco or a subsidiary could receive: (i) options to
purchase Tyco common shares; (ii) stock appreciation rights; (iii) awards payable in cash, common
shares, other securities or other property, based on the achievement of performance goals;
(iv) dividend equivalents, consisting of a right to receive payments equivalent to dividends declared
on Tyco common shares; and (v) other stock-based awards as determined by the Compensation
and Human Resources Committee (‘‘Committee’’). The exercise price of options and stock
appreciation rights would generally be fair market value on the date of grant, but could be lower
in certain circumstances. No individual could receive awards for more than 12,000,000 shares (or
3,000,000 shares on a post-reverse stock split basis) in any calendar year. Terms and conditions of
awards were determined by the Committee. Awards could be deferred, and could be payable in
any form the Committee determined, including cash, Tyco common shares, other securities or
other property. The Committee may modify awards in recognition of unusual or nonrecurring
events, including a change of control. The shares granted under the LTIP II will be issued at
vesting under the 2004 Stock and Incentive Plan.
(5) The Tyco International Ltd. United Kingdom (‘‘UK’’) Savings Related Share Option Plan
(‘‘SAYE’’) is a UK Inland Revenue approved plan for UK employees pursuant to which employees
were granted options to purchase shares at the end of three years of service at a 15% discount off
of the market price at time of grant. Employees made monthly contributions that were, at the
election of the employee, used for the purchase price of shares or the contribution could have
been returned to the employee. The total amount of shares that may have been purchased at the
end of the three years of service was equal to the total of the monthly contributions, plus a
tax-free bonus amount equal to a multiple of the aggregate amount of monthly contributions,
divided by the option price. An option will generally be exercisable only during the period of six
months following the three-year period. The plan was administered by the Company’s International
Benefits Oversight Committee, appointed by the Committee. The International Benefits Oversight
Committee, among other things, determined when to grant options and set the option price. The
SAYE Plan was approved on November 3, 1999 for a ten year period and has expired according to
its terms on November 3, 2009. The International Benefits Oversight Committee has not approved
any additional grants since the last annual grant on October 9, 2008 and it has not applied for
approval of a replacement for the SAYE Plan at this time.
(6) In connection with the acquisition of Broadview Security in May 2010, options outstanding under
the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan (‘‘2008 Equity Plan’’) and the
Brink’s Home Security Holdings, Inc. Non-Employee Director’s Equity Plan were converted into
options to purchase Tyco common shares. Shares available represent the number of shares
available for issuance under future awards from the 2008 Equity Plan, which are now available for
future issuance under Tyco’s 2004 Stock and Incentive Plan.
2011 Financials 33