ADT 2014 Annual Report Download - page 51

FISCAL YEAR 2014 NEO COMPENSATION—CONTINUED
each NEO is prohibited from soliciting customers and employees for
a period of two years, and is prohibited from competing with the
Company for a period of one year.
CIC Severance Plan. In connection with a Change in Control, our
NEOs would receive benefits under the CIC Severance Plan only if
they had a qualifying termination of employment (an involuntary
termination of employment other than for Cause, permanent disability
or death, or a Good Reason Resignation, within the period beginning
60 days prior to, and ending 24 months following, a Change in
Control). Upon such termination, an NEO would be entitled to the
following:
•A payment equal to two times his or her base salary and two
times his or her target annual bonus.
•Continued participation in the Company’s medical, dental and
health care reimbursement account coverage for 12 months
following termination of employment (or until the NEO commences
employment by another company and becomes eligible for
coverage under the new employer’s plans), subject to the NEO’s
payment of the employee portion of such coverage.
•To the extent the NEO has not become eligible for medical, dental
and health care reimbursement account coverage by a new
employer after the 12-month period following termination of
employment, a cash payment equal to the projected value of the
employer portion of the premiums for such coverage for an
additional period of 12 months.
•A pro-rata bonus for the year of termination based on the target
bonus for the year of termination.
•Payment of the cost of outplacement services for 12 months
following the termination of employment.
Each NEO must execute a general release of claims in favor of the
Company in order to receive these benefits. The Company will not
reimburse an NEO with respect to any excise tax triggered by
Section 280G or 4999 of the Code, but any Change in Control
payments will be capped at three times the NEO’s “base amount”
under Section 280G of the Code if the cap results in a greater after-
tax payment to the NEO than if the payments were not capped.
Equity Awards. In addition, the individual award agreements for the
outstanding equity awards provide for special treatment upon
termination of employment, including termination of employment
during the two-year period following a Change in Control.
•Awards Granted Prior to October 12, 2011. Other than in the
case of a Change in Control, if an NEO is terminated without
Cause, the NEO will continue to vest in unvested Stock Options
for a period of one year from the date of termination. All other
unvested Stock Options and all unvested RSUs and PSUs will be
forfeited unless the NEO is retirement eligible, in which case all or
a portion of the RSUs or Stock Options will vest and all or a
portion of the PSUs will remain subject to the performance criteria
and may vest upon the achievement of such performance criteria.
With respect to Stock Options, the NEO will have 12 months
following termination to exercise (or, for NEOs that are retirement
eligible, 36 months), subject to the original term of the stock
option.
•Awards Granted On and After October 12, 2011. Other than in
the case of a Change in Control, if an NEO is terminated without
Cause, the portion of Stock Options which would have vested
within one year from the date of termination will immediately vest
upon termination. All other unvested Stock Options and all
unvested RSUs and PSUs will be forfeited unless the NEO is
retirement eligible, in which case the RSUs or Stock Options will
vest pro rata based on the number of full months of service
completed from the date of grant through the termination date,
and all or a portion of the PSUs will remain subject to the
performance criteria and may vest upon the achievement of such
performance criteria. With respect to Stock Options, the NEO will
have 12 months following termination to exercise (or, for NEOs
that are retirement eligible, 36 months), subject to the original term
of the stock option.
•Change in Control. During the two year period following a Change
in Control, if the NEO is terminated without Cause or has a Good
Reason Resignation, all outstanding Stock Options and RSUs
vest in full and all outstanding PSUs vest at the target level. Stock
Options remain exercisable until the earlier of (i) the expiration of
the remainder of their term and (ii) up to three years following the
termination date.
The ADT Corporation 2015 Proxy Statement 43
PROXY STATEMENT