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| TYC > SEC Filings for TYC > Form 8-K on 19-Dec-2008 | All Recent SEC Filings |
19-Dec-2008
Entry into a Material Definitive Agreement, Financial Statements and
On December 19, 2008, Tyco International Ltd. (the "Company") amended the terms
of its employment agreement with Edward D. Breen, the Company's chairman,
president and chief executive officer, originally effective on July 25, 2002.
The material amendments to the agreement include (a) reductions and/or
phase-downs in the severance cash benefits Mr. Breen would be entitled to
receive upon termination without cause by the Company, termination for good
reason by Mr. Breen, or termination at or after a change-in-control of the
Company, (b) corresponding reductions in the number of years for which the
Company is entitled to provide Mr. Breen and his dependents health and welfare
benefits following such a termination, (c) an increase in the threshold, from
30% to 40%, at which a change-in-control is deemed to occur upon a person or
group becoming the beneficial owner of the Company's voting securities, (d) an
increase in the duration of the non-competition provision applicable to
Mr. Breen if he becomes employed by a company that generates more than 30% of
its gross revenue from the security business, (e) the deletion of certain
outdated provisions related to Mr. Breen's initial sign-on bonus, equity awards
and relocation benefits, (f) a reduction of the legal fees that the Company is
obligated to pay Mr. Breen on behalf of the negotiation and execution of the
agreement, and (g) changes and adjustments intended to comply with or qualify
for exemptions under Internal Revenue Code Section 409A.
In addition, consistent with the benefit provided to other senior officers, the contract provides for the provision by the Company of a variable universal life insurance policy for Mr. Breen with a face amount of up to $3.0 million in lieu of separate term life and accidental death and dismemberment policies aggregating up to $3.0 million.
The description above is qualified in its entirety by the terms of the Amended and Restated Executive Employment Agreement, which is attached hereto as Exhibits 10.1 and incorporated by reference in this Item 1.01.
(d) Exhibits.
Exhibit
No. Description
10.1 Amended and Restated Executive Employment Agreement between Tyco
International Ltd. and Edward D. Breen, dated as of December 19, 2008.
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