ADT 2011 Annual Report Download - page 304

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)
property laws, each owner has sole voting and sole investment authority with respect to the shares listed. To
the extent indicated in the notes below, common shares beneficially owned by a person include common
shares of which the person has the right to acquire beneficial ownership within 60 days after October 31,
2010. All Directors and executive officers, as a group (21 persons), were beneficial owners of 7,118,930 shares
(or approximately 1.5%) of the outstanding common shares as of October 31, 2010. There were 489,360,716
Tyco common shares outstanding on such date (excluding shares held directly or indirectly in treasury).
(2) Includes vested DSUs as follows: Mr. Breen, 950,972; Mr. Donahue, 5,446; Mr. Duperreault, 16,887;
Mr. Gordon, 19,523; Mr. Gupta, 13,966; Mr. Krol, 19,523; Dr. O’Neill, 19,523; Mr. Stavropoulos, 8,040; and
Ms. Wijnberg, 19,523. Distribution of the DSUs to Board members will occur upon the earlier of (i) the
termination of the individual from the Company or the Company’s Board (other than for cause), (ii) a change
in control of the Company, or (iii) calendar year 2017. Upon such termination or change in control, as the
case may be, the Company will issue the number of Tyco common shares equal to the aggregate number of
vested DSUs credited to the individual, including DSUs received through the accrual of dividend equivalents.
(3) Includes the maximum number of shares for which these individuals can acquire beneficial ownership upon
the exercise of stock options that were vested or would vest before December 30, 2010 as follows: Mr. Breen,
2,954,642; Mr. Coughlin, 578,039; Mr. Davidson, 222,709; Mr. Gordon, 4,974; Mr. Krol, 5,996; Mr. Nayar,
42,250; Dr. O’Neill, 4,974; Ms. Reinsdorf, 137,817; and Ms. Wijnberg, 4,974.
(4) Includes the maximum number of shares for which these individuals can acquire beneficial ownership upon
the vesting of restricted stock units that were scheduled to vest before December 30, 2010, as follows:
Mr. Breen, 46,825; Mr. Coughlin, 21,470; and Mr. Davidson, 5,938.
(5) Includes 60,848 shares held in the Edward D. Breen 2008-1 Trust and 28,450 shares held in the Edward D.
Breen 2010-1 Trust.
(6) Includes 36,000 options held in the Christopher J. Coughlin 2008 Equity Trust.
17