Florida Corporate Headquarters Relocation Program - Tyco International (US) Inc.

                                    Redacted                          TYCO INTERNATIONAL (US) INC.                               RELOCATION PROGRAM                    FLORIDA CORPORATE HEADQUARTERS RELOCATIONOBJECTIVE: The program, as adopted by the Compensation Committee of the Board ofDirectors on August 1, 1995, is to cover the transfer of applicable employees tothe Florida area as part of the relocation of the Company's United Statesheadquarters to Boca Raton, Florida. The program is intended not to discriminatein scope, terms or operation in favor of executive officers or directors of theCompany and is to be available generally to all applicable salaried employees,in a form as contemplated by SEC Regulation S-K Instruction (7) (ii) ofItem 402 (a)3.HOUSING COSTS - PURCHASESELLING EXISTING PROPERTYThe Company will assist the employee in selling their existing property bypurchasing it at fair market value.If the employee requests that the Company purchase their existing property, theCompany will contract to have the employee's property appraised. The Companyshall have the property appraised by two licensed, certified general appraisers.The market value of the property for all purposes shall be the average of thevalues determined by such two appraisals, provided that if one of such values ismore than 110% of the other, then the Company and the employee shall jointlychoose a third appraiser who shall make an independent determination of themarket value of the property. The value of the third appraisal shall be combinedwith the two prior appraisals and such average market value shall be conclusiveand binding upon the Company and employee for all purposes hereunder.Upon notice from the employee, the Company will purchase said property and fileall applicable legal documents pertaining to such sale, including, but notlimited to a new mortgage. At such time, the Company will become responsible forinsurance, maintenance and care of the property. The Company will bear the costof and coordinate the process of listing the property for sale.If requested, the Company will advance an interest free bridge loan to theemployee to facilitate the purchase of a new principal residence. In any event,the bridge loan shall not exceed the value of the employee's equity in theirexisting property and such loan shall be repaid to the Company within fifteendays after the date of the closing of the sale of the former principalresidence.                                    99.8-104                                    RedactedThe employee shall have three months from the date they are notified by theCompany that relocation is required as a condition of employment to inform theCompany that they intend to avail themselves of this program to sell theirexisting property. The employee must make an irrevocable election at this timeas to whether they want the Company to purchase their property. In order toparticipate in the program, the employee must be employed by the Company both attime of election and at the time the Company purchases the property.The employee can choose to manage the sale of their principal residence withoutCompany assistance. However, for purposes of Company bridge loans, such loanmust be repaid within three months, or the Company will enter into a purchasetransaction with the employee at that time to acquire the employee's primaryresidence.PURCHASE OF NEW PROPERTYThe employee may elect to enter into a separate loan agreement with the Companycovering the purchase of a new property. A summary of the loan agreementfollows:The employee is required to provide at least 10% of the initial purchase priceof the new property (including, if applicable, the interest free bridge loandiscussed above). For the remaining 90%, financing may include from the Companyan interest free loan up to a maximum of one times the employee's 1997 W-2earnings (plus any 1997 deferrals under the Company's Deferred CompensationProgram) (the "Cap") but in no event would the loan available be less than$200,000, or three times the employee's current salary. This financing is alsoapplicable in the case of the property being new construction. The amountavailable for loans includes the cost of capital improvements to the residencefor items expended within two years of the purchase date (but at no time willthe Company's total loan exceed the Cap.)The employee will be required to grant a mortgage on the new property to theCompany in order to secure the loan, and provide Tyco with a current homeinspection report on the new property. The employee is responsible for paymentof all real estate taxes, assessments, maintenance and insurance for theproperty.The agreement provides for the repayment of the Company's loan by the employeethrough annual payments over a specified period of time in accordance with aformula based on a percentage of salary, such amount to be reduced by propertytaxes and insurance paid in respect of the residence, and in addition, repaymentbased on proceeds, under certain circumstances, from the sale of Company stockby the employee (either from the restricted stock plan or shares sold afterexercise of options.) The agreement is conditioned upon the future performanceof substantial services by the employee and the benefits of the agreement arenot transferable by the employee.                                    99.8-105                                    RedactedUpon termination of the agreement by the employee, the Company will be requiredto purchase the employee's residence at the employee's request, based on fairmarket value. The Company and employee share in any changes in market value ofthe residence. Alternatively, Tyco may require, upon 90 day's written notice tothe employee given at anytime after the sixth anniversary of such termination,that the employee promptly elect (i) to repay the Company's loan account balanceon the property or (ii) to sell the employee's ownership of the residence to theCompany. However, the employee can also repay in full the Company's loanrelative to the property at any time. Any loan for property will have interestimputed unless for such property the employee meets the requirements under IRCregulation 1.7872-5T(c)(1)(i) (i.e., the loan proceeds must be used to purchasea new principal residence and the employee must expect to be entitled to andactually itemize deductions for each year the loan is outstanding.)If the employee chooses not to sell their current residence, they are stilleligible for the loan program through the Company (as described above) to assistin purchasing a new property. However, in the event of termination ofemployment, Tyco may require, upon 90 days written notice to the employee, thatthe employee promptly elect (i) to repay the Company's loan account balance onthe property, or (ii) to sell the employee's ownership of the residence to theCompany. The employee's decision to not sell their current residence will beevidenced through a notification letter to the Company at the time of closing onthe new Florida residence. Subsequent disposal of the current property will notaffect application of this provision of the loan arrangement.FINANCING OF EMPLOYEE DOWNPAYMENTThe Company will make available, when requested by the employee, financing toassist the employee in making their 10% downpayment in purchasing the newresidence. The loan will be evidenced by a secured promissory note for a periodnot to exceed fifteen years, bearing interest at the long term annual applicablefederal rate under Internal Revenue Code Section 1274(d), to be adjustedannually. The interest will be due and payable annually, but not later thanJanuary 15th of the year following the calculation period. At the employee'soption, principal pre-payment can be made at any time. Such loan will be securedby a mortgage on the new residence.HOUSING COSTS - LEASE/RENTALTEMPORARY RENTALWhile making the transition under this relocation program, the employee may,through assistance from the Company, utilize rental property in the Florida areafor living quarters. The employee must pre-approve their choice and the cost ofrental property with the Company. The Company will reimburse the employee forrent, utilities, meals, rental car, telephone toll calls and trips home everyother weekend for a period not to exceed three                                    99.8-106                                    Redactedmonths. This arrangement presumes the employee is maintaining a primaryresidence in the vicinity of Tyco's Exeter or Boca Raton offices. These expenseswill be treated as compensation to the employee, subject to withholding taxesand reported as such on their Form W-2 for the applicable period. A tax gross-upwill be provided by the Company.RENTAL FOR FAMILY HOUSINGIn order to assist the employee when relocating their family, the program willreimburse rental expense for a three month period after the family has moved tothe Boca Raton area. The employee must pre-approve their choice and the cost ofrental property with the Company. These expenses will be treated as compensationto the employee, subject to withholding taxes and reported as such on their FormW-2 for the applicable period. A tax gross-up will be provided by the Company.OTHER REIMBURSEMENTSHOUSE HUNTING EXPENSESThe employee will be reimbursed for transportation, reasonable lodging, and mealexpenses in connection with travel to the new location for the purposes oflocating a new home. Reimbursement for up to two visits will be provided.MOVING COSTSThe employee will be reimbursed for transportation of household goods andpersonal effects through use of selected moving companies as coordinated withthe Company. Additionally, the employee will be reimbursed for all reasonabletravel expenses incurred in getting the employee and their family to the newlocation.HOUSE CLOSING EXPENSESReimbursement will be provided for the employee's normal closing costs andrelated expenses in connection with the purchase of a new home. Costs includesuch items as title search, attorneys' fees for preparation of purchaseagreement and/or the deed, surveys, inspections, appraisal fees, state and localtransfer tax, settlement fees, etc. Employee taxes (federal, state & local)incurred on this allowance will be reimbursed.SETTLING-IN ALLOWANCEIn recognition that there are usually many incidental expenses that may beincurred in relocating and settling in a new home which are not specificallyreimbursable under this relocation program, a settling-in allowance will begranted. Such allowance will be an amount equal to two months salary of theemployee based on their annual rate as of the date they purchase property ormove to Florida. Employee taxes (federal, State, and local) incurred on thisallowance will be reimbursed.                                    99.8-107                                    RedactedTAX LAW CHANGESThe employee will be protected from any adverse federal tax law changes that mayoccur subsequent to implementation of this program.MISCELLANEOUSThis document is intended to govern the rights and obligations of the employeeand the Company under the program, irrespective of anything to the contrarycontained in any documents or instruments related to the program.2/17/98
/Compensation/Benefit PlansTyco International Ltd.2009-10-18/compensation/benefits//content/hippo/files/default.www/content/contract/contract/T/Tyco-International-Ltd-/3708
3709Memorandum re: Forgiveness of Relocation Loans - Tyco International Ltd.
[LETTERHEAD OF TYCO]                                               [ILLEGIBLE]                                                                    REDACTED          CONFIDENTIAL          TO:       Mark Swartz                    Patty Prue          FROM:     L. Dennis Kozlowski          SUBJECT:  Compensation          DATE:     September 11, 2000          A decision has been made to forgive the relocation loans for those          individuals (refer to attached list) whose efforts were instrumental          to successfully completing the TyCom IPO. This incremental bonus          should have no impact on these individuals' regular year-end          performance based bonus.                                    99.8-112                                                                        REDACTED                        TOTAL W2           MORTGAGE          GROSS-UP                         INCOME           PROMISSORY          (TAXES)                                                    A                         786,513.99         463,650.00         322,863.99B                         335,679.39         195,723.50         139,955.89B                         339,770.17         199,000.00         140,770.17B                         468,193.38         276,000.00         192,193.38C                         424,854.70         250,000.00         174,854.70C                         949,800.17         559,907.20         369,892.97C                         485,156.91         286,000.00         199,156.91C                         489,793.77         232,750.00         257,043.77C                         380,671.36         222,900.00         157,771.36D                         384,153.33         225,800.00         158,353.33F                       1,681,933.84         991,500.00         690,433.84F                         844,359.63         497,750.00         346,609.63G                         387,883.07         228,500.00         159,383.07G                         828,561.83         488,437.20         340,124.63G                         602,303.78         310,788.75         291,515.03G     Redacted          5,275,608.67       3,109,971.31       2,165,637.36H                         342,225.24         201,741.78         140,483.46J                         483,460.56         285,000.00         198,460.56K                         327,989.24         192,024.00         135,965.24K                         456,658.18         269,200.00         187,458.18L                         379,663.46         222,500.00         157,363.46L                         318,636.28         185,111.86         133,524.42M                         571,416.45         336,850.00         234,566.45M                         464,468.14         273,803.97         190,664.17M                         441,051.74         260,000.00         181,051.74M                         377,812.50         220,022.70         157,789.80M                       1,399,491.09         825,000.00         574,491.09M                       3,294,361.95       1,942,026.37       1,352,335.58M                         380,831.21         224,500.00         156,331.21M                         727,066.83         428,600.00         298,456.83P                         373,064.43         218,000.00         155,064.43P                         572,095.00         337,250.00         234,845.00P                         393,800.69         206,200.00         187,600.69S                       1,434,893.35         845,869.63         589,023.72S                         671,019.37         395,565.92         275,453.45S                         380,310.36         222,222.00         158,088.36W                         525,869.38         310,000.00         215,869.38S                      16,610,687.02       9,792,000.00       6,818,687.02KOZLOWSKI              32,976,067.85      19,439,392.00      13,536,675.85R  Redacted             1,803,826.04       1,063,355.45         740,470.59P                       1,269,396.74         748,309.38         521,087.36K                         379,983.04         224,000.00         155,983.04                                    99.8-113                                                                      EXHIBIT 13                                    99.8-114                                                                                                         MISC                         LOAN           GROSS UP             FIT         FICA SS        FICA MED   ST/[ILLEGIBLE]/TAX     NET                                                                                                A                       463,650.00       786,513.99       311,459.54                      11,404.45                     963,650.00B                       195,723.00       335,579.39       132,929.04       2,159.50        4,807.35                     195,723.50B                       199,800.00       339,770.17       134,548.99       1,294.51        4,926.67                     199,000.00B                       276,000.00       468,193.38       185,404.58                       6,788.90                     275,000.00C                       250,000.00       424,854.70       168,242.46         451.85        6,160.35                     253,000.00C                       559,907.00       949,800.17       375,120.87                      12,772.10                     559,907.23C                       286,200.00       485,156.91       192,122.14                       7,034.78                     286,000.00C                       232,750.00       489,793.77       193,958.33                       7,102.01     55,983.43       232,750.00C                       222,900.00       380,671.36       150,745.36       1,505.77        5,319.73                     222,900.00D                       225,800.00       384,153.33       152,124.72         658.39        5,570.22                     225,800.00F                       991,500.00     1,581,933.84       666,045.80                      24,388.04                     991,500.00F                       497,750.00       844,359.68       334,366.41                      12,243.21                     497,750.00G                       228,500.00       387,883.07       153,601.70         157.07        5,624.30                     228,500.00G                       488,437.20       828,561.83       328,110.49                      12,014.15                     488,437.20G                       310,788.75       602,303.78       238,512.30                       8,733.40     44,269.33       310,788.75G                     3,109,971.31     5,275,608.67     2,089,141.03                      76,496.33                   3,109,971.31H                       201,741.79       342,225.24       135,521.20                       4,962.27                     201,741.78J                       285,000.00       483,460.56       191,450.38                       7,010.18                     285,000.00K   Redacted            192,024.00       327,989.24       129,883.74       1,325.66        4,755.84                     142,024.00K                       269,200.00       456,658.18       180,836.64                       6,621.54                     269,200.00U                       222,500.00       379,863.46       150,425.93       1,429.51        5,508.02                     222,500.00L                       185,111.86       318,636.28       126,179.97       2,724.23        4,620.23                     185,111.86M                       336,850.00       571,416.45       226,280.92                       8,285.54                     336,850.00M                       273,803.97       464,468.14       183,929.38                       6,734.79                     273,803.97M                       260,000.00       441,051.74       174,656.49                       6,395.25                     260,000.00M                       220,022.70       377,812.50       149,613.75       2,697.77        5,478.28                     220,022.70M                       823,000.00     1,399,491.09       554,198.47                      20,292.62                     825,000.00M                     1,942,026.37     3,294,361.95     1,304,567.33                      47,768.25                   1,942,025.37M                       224,500.00       380.831.21       150,809.16                       5,522.05                     224,500.00M                       428,600.00       727,056.83       287,914.50                      10,542.32                     428,600.00P                       218,000.00       373,064.43       147,733.51       1,921.48        5,409.43                     218,000.00P                       337,250.00       572,095.00       226,549.62                       8,295.38                     337,250.00P                       206,200.00       393,800.69       155,945.07       2,317.47        5,710.11     23,628.04       206,200.00S                       845,869.63     1,434,893.35       568,217.77                      20,805.95                     845,869.63S                       395,565.00       671,019.37       265,723.67                       9,729.78                     395,565.92S                       222,222.00       380,310.36       150,602.90       1,970.96        5,514.50                     222,222.00W                       310,000.00       525,869.38       208,244.27                       7,625.11                     310,000.00S                     9,792,000.00    16,610,687.02     6,577,832.06                     240,854.96                   9,792,000.00KOZLOWSKI            19,439,392.00    32,976,067.85    13,058,522.87                     478,152.98                  19,439,392.00R                     1,063,355.45     1,803,826.04       714,315.11                      26,155.48                   1,063,355.45P                       748,309.38     1,269,396.74       502,681.11                      18,406.25                     748,309.38K                       224,000.00       379,983.04       150,473.28                       5,509.75                     224,000.00                    --------------   --------------   --------------   ------------   -------------   -----------   --------------                     48,207,223.02    82,021,574.15    32,480,543.37      20,614.17    1,189,312.83    123,880.80    48,207,223.00    RedactedB                     5,000,000.00     8,481,764.21     3,358,778.63                     122,985.58                   5,000,000.00C                       508,769.00       863,051.74       341,768.49                      12,514.25                     508,769.00C                       300,000.00       508,905.85       201,526.72                       7,379.13                     300,000.00H                       302,688.57       513,466.62       203,332.78                       7,445.27                     302,688.57H                       222,500.00       380,731.72       150,769.76       1,941.35        5,520.61                     222,500.00M                       304,607.00       516,720.95       204,621.50                       7,492.45                     304,607.00M                       370,000.00       635,664.80       251,723.26       4,724.40        9,217.14     35,000.00       335,000.000                       199,250.00       344,420.13       136,390.37       3,785.67        4,994.09                     199,250.00                    --------------   --------------   --------------   ------------   -------------   -----------   --------------                      7,207,514.00    12,244,726.02     4,848,911.50      10,451.42      177,548.53     35,000.00     7,172,814.57POWER                 1,000,000.00     1,696,352.84       671,755.73                      24,597.12                   1,000,000.00                     56,415,037.59    95,962,653.01    38,001,210.59      31,065.59    1,391,458.47    158,880.80    56,330,037.57                    ==============   ==============   ==============   ============   =============   ===========   ==============                                                .02                                      95,962,652.99