ADT 2011 Annual Report Download - page 73

Description Chief Executive Officer Named Executive Officers
36 months) to exercise vested
stock options, subject to original
term.
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Outplacement assistance: No. At Company’s discretion for up
to 12 months.
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Restrictive covenants: • Prohibited from soliciting • Prohibited from soliciting
customers and employees of customers and employees of
Tyco for one year from the Tyco for two years from the
date of termination. date of termination.
• Prohibited from competing • Prohibited from competing
with Tyco for one year from with Tyco for one year from
the date of termination (two the date of termination.
years with respect to a • Subject to confidentiality and
competing business that non-disparagement covenants.
generates more than 30% of
its gross revenues from the
security business).
• Subject to confidentiality and
non-disparagement covenants.
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(1) In connection with the proposed Separation, the Compensation Committee approved certain
changes to equity awards for employees (other than the CEO) who are terminated in connection
therewith. Unvested equity awards granted prior to October 12, 2011 (the date of the annual grant
for fiscal year 2012), including awards held by the named executive officers, have been modified to
provide that, for each employee whose employment is terminated by the Company in connection
with the Separation prior to its one year anniversary, (1) any unvested stock option, restricted
share unit or performance share unit will fully vest upon termination of employment (subject, in
the case of performance share units, to the completion of the applicable performance period) and
(2) the exercise period for any stock option that was granted in the period from January 1, 2008 to
October 11, 2011 will be extended to comprise the one-year period following the date of such
termination for such employee.
Awards granted on October 12, 2011 in connection with the annual grant, including awards granted
to the Company’s named executive officers (including the CEO), provide that, for each employee
whose employment is terminated by the Company in connection with the Separation in the period
from the grant date through the date that is one year following the completion of the Separation,
any unvested stock options, restricted stock units and performance share units will accelerate and
vest pro rata based on the number of full months of service completed from the grant date
through the employment termination date. Certain officers, including the Company’s named
executive officers, will continue to be eligible for one additional year’s worth of stock option
vesting if they are terminated by the Company not for ‘‘cause’’ after the one-year anniversary of
the grant date. The one-year holding requirement will not apply to any such officer that is
terminated in connection with the Separation. Any stock options subject to such accelerated
vesting provisions will have a one-year exercise period following the date of such termination for
such employee.
2012 Proxy Statement 59