ADT 2011 Annual Report Download - page 300

TYCO INTERNATIONAL LTD.
NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011
(Continued)
12. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR 2011
(Continued)
Topic 718, excluding estimated forfeitures. The fair value of RSUs is computed by multiplying the total
number of shares subject to the award by the closing market price of Tyco common stock on the date
of grant. RSUs granted to Board members generally vest and the underlying units are converted to
shares and delivered to Board members on the anniversary of the grant date. The interim RSUs
granted to Mr. York in October 2009 were modified to allow for immediate vesting upon his
retirement from the Board in March 2010.
(3) All other compensation includes the aggregate value of all matching charitable contributions made by
the Company on behalf of the Directors during the fiscal year. The Company matches the
contributions of Directors made to qualifying charities up to a maximum of $10,000 per calendar year.
For Messrs. Gupta and Yost, the matching charitable contributions were made in the same fiscal year,
but different calendar years. In addition, all other compensation includes the value of the discount on
home security systems installed by the Company in Directors’ homes and discounts on security
monitoring services. These discounts did not exceed $1,950 and $356 for any Director in fiscal 2011
and 2010, respectively. For Mr. Daniels, all other compensation includes $40,000 of fees paid to him in
fiscal 2010 prior to his election at the Annual General Meeting in March 2010. For Mr. Paliwal, all
other compensation includes $20,000 of fees paid to him in each of fiscal 2010 and 2011 prior to his
election at the Annual General Meeting in March 2011. The Company invited Messrs. Daniels and
Paliwal to observe certain Board meetings prior to their election in March 2010 and March 2011,
respectively and agreed to pay fees in connection therewith.
c) Executive Compensation Tables
The following table sets forth information regarding the compensation of the Company’s executive
board, as determined by the Board of Directors and reflected in the Commercial Register for the
Canton of Schaffhausen. These individuals consist of Edward D. Breen, the Chairman and Chief
Executive Officer; Frank S. Sklarsky, the Executive Vice President and Chief Financial Officer; Judith
A. Reinsdorf, the Executive Vice President and General Counsel; Carol Anthony Davidson, the Senior
Vice President, Controller and Chief Accounting Officer; and Arun Nayar, the Senior Vice President
and Treasurer. In addition, amounts are presented for Mr. Christopher J. Coughlin, the Company’s
former Executive Vice President and Chief Financial Officer. Salary and bonus include amounts that
may be deferred at the named executive officer’s election.
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