ADT 2012 Annual Report Download - page 62

Description Change-in-Control
Other Terminations (not Change-in-
Control)
Outplacement assistance: Up to 12 months. At the Company’s discretion for
up to 12 months.
Excise tax gross-up payment: No. N/A
IRC Section 280G Cap on Benefits: Yes, if the cap results in greater
after tax payments to executive,
otherwise benefits are not capped.
N/A
Restrictive covenants: Subject to confidentiality and non-
disparagement covenants.
• Prohibited from soliciting
customers and employees of
the Company for two years
from the date of termination.
• Prohibited from competing
with the Company for one
year from the date of
termination.
• Subject to confidentiality and
non-disparagement
covenants.
(1) Upon death or disability, equity awards generally vest in full, subject to performance conditions for PSUs.
The Severance Plan generally defines “Cause” as an executive’s (i) substantial failure or refusal to perform
duties and responsibilities of his or her job as required by the Company; (ii) violation of any fiduciary duty owed
to the Company; (iii) conviction of a felony or misdemeanor; (iv) dishonesty; (v) theft; (vi) violation of Company
rules or policy; or (vii) other egregious conduct, that has or could have a serious and detrimental impact on the
Company and its employees. The administrator of the Severance Plan, in its sole and absolute discretion,
determines whether Cause exists.
The CIC Severance Plan provides the benefits outlined above only if, during the 60-day period prior to and
the two-year period following a Change in Control, a Change in Control Termination occurs. The CIC Severance
Plan generally defines “Cause” as (i) a material violation of any fiduciary duty owed to the Company;
(ii) conviction of or entry of a plea of nolo contendere with respect to, a felony or misdemeanor; (iii) dishonesty;
(iv) theft; or (v) other egregious conduct, that is likely to have a materially detrimental impact on the Company
and its employees. Whether an executive’s termination is due to “Cause” under the CIC Severance Plan is
determined by the administrator of the CIC Severance Plan.
The CIC Severance Plan generally defines “Good Reason Resignation” as any retirement or termination of
employment by an executive that is not initiated by the Company and that is caused by any one or more of the
following events, provided the event occurs in the period beginning 60 days before the change in control date and
ending two years after that date:
• Without the executive’s written consent, the Company assigns the executive any duties inconsistent in
any material respect with his or her authority, duties or responsibilities or any other action by the
Company which results in a significant diminution in such authority, duties or responsibilities;
• Without the executive’s written consent, the Company makes a material change in the geographic
location at which the executive performs services to a location that is more than 50 miles from his or
her existing principal place of employment;
• Without the executive’s written consent, the Company materially reduces the executive’s base
compensation and benefits, taken as a whole; or
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