Interoffice Memorandum re: Special ADT Automotive-related Bonuses - Tyco International (US) Inc.


[LETTERHEAD OF TYCO]                            Tyco International (US) Inc.                                                P.O. Box 5035                                                Boca Raton, FL 33431-0835                                                Writer's Direct: 561-988-3683                                                Writer's Fax:    561-988-3639          INTEROFFICE MEMORANDUM[ILLEGIBLE]DATE      December 15, 2000TO        FilesFROM      Mark SwartzSUBJECT   Special ADT Automotive related bonuses          In October 2000, Tyco successfully completed the sale of ADT          Automotive. The automotive business was sold for $1 billion and          generated a one-time gain in excess of $400 million on the books of          Tyco. We have decided to award special bonuses to various Tyco          employees for their efforts over the past few years in enhancing the          value of the Automotive business, and thereby contributing to this          gain. Selected employees will receive their bonus in the form of Cash,          forgiveness of relocation loans, and/or Tyco Common shares under          Tyco's restricted stock program.          These bonus payments are NOT in lieu of a normal yearend bonus, nor an          advance of the FY01 yearend bonus, rather the amounts represent an          incremental payment to reward selected employees for the successful          sale of the Automotive business and the generation of a gain in excess          of $400 million.          Cc: L.D Kozlowski              P Prue
/Compensation/Employment AgreementsTyco International Ltd.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/T/Tyco-International-Ltd-/3712
3713Assignment and Assumption Agreement - Tyco International (US) Inc. and L. Dennis Kozlowski
                       ASSIGNMENT AND ASSUMPTION AGREEMENT     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment"), is made as of the19th day of November 2001, by and between L. Dennis Kozlowski, One Town CenterRoad, Boca Raton, Florida ("Assignor"), and Tyco International (US) Inc., OneTyco Park, Exeter, New Hampshire 03833 ("Assignee").                              W I T N E S S E T H:     WHEREAS, Assignor, for and on behalf of Assignee, and White Mountain Films,LLC, entered into that certain Agreement (the "Agreement"), dated as of April 6,2001, under which, among other things Assignor agreed to make certaininvestments for the purposes stated in the Agreement; and     WHEREAS, Assignor made such investments for and on behalf of Assignee; and     WHEREAS, Assignor wishes to assign to Assignee all of Assignor's interestin and to the Agreement and to all investments made thereunder, and Assigneeagrees to accept such assignment and assume all obligations of Assignor underthe Agreement.     NOW THEREFORE, in consideration of the mutual covenants contained herein,and other good and valuable consideration, the receipt and sufficiency of whichhereby are acknowledged, Assignor and Assignee hereby agree as follows:     1. Assignor hereby assigns, sets over and transfers to Assignee all ofAssignor's right, title and interest in, to and under the Agreement and all ofAssignor's rights to any benefits thereunder.     2. Assignee hereby accepts the within assignment and agrees to assume,perform and comply with and to be bound by all of the terms, covenants,agreements, provisions and conditions of the Agreement to be' performed from andafter the date hereof.     3. Assignor hereby assigns, sets over and transfers to Assignee all ofAssignor's right, title and interest in and to the following investments:October 11, 2001, $200,000; April 16, 2001, $300,000; and April 19, 2001,$200,000, amounting to a total of $700,000 (collectively, the "Investments"),and the rights and benefits associated therewith:     4. This Assignment and the obligations of Assignor and Assignee hereundershall be binding upon and inure to the benefit of Assignor and Assignee andtheir respective successors and assigns, shall be governed by and construed inaccordance with the laws of the State of New York and may not be modified oramended in any manner other than by a written agreement signed by the party tobe charged therewith. Assignor and Assignee agree to execute any and all otherassignments, documents, certificates and other instruments as may at any time bedeemed reasonably necessary to further evidence or consummate this Assignment.                                    99.8-168     IN WITNESS WHEREOF, Assignor and Assignee have duly executed thisAssignment as of the day and year first above written.ASSIGN0R:                                  ASSIGNEE:                                           Tyco International (US) Inc./s/ L. Dennis Kozlowski                    By:  [ILLEGIBLE]- ------------------------------                ----------------------------------L. Dennis Kozlowski                                           Title:  Secretary                                                 -------------------------------Receipt acknowledged this 19 day of November, 2001WHITE MOUNTAIN FILMS, LLCBy:  [ILLEGIBLE]   -------------------------------------Title:    President      ----------------------------------