1983 Key Employee Corporate Loan Program - Tyco International Ltd.
AS AMENDED DECEMBER 9, 1993 TYCO INTERNATIONAL LTD. 1983 KEY EMPLOYEE CORPORATE LOAN PROGRAMPURPOSE The Company believes that a program of providing loans to Key Employees forthe purpose of attracting and retaining outstanding individuals as employees ofTyco International Ltd. (the "Company") and its subsidiaries would bebeneficial. Therefore, the Company has established the 1983 Key EmployeeCorporate Loan Program (the "Program") to encourage ownership of Company commonstock on favorable terms, and to reward those who have contributed to pastsuccess and those who are expected to make substantial contributions in thefuture to the successful management and growth of the Company. Under the Program, loan proceeds may be used for payment of federal incometaxes due upon the vesting of Company common stock from time to time under the1983 and 1994 Restricted Stock Ownership Plans for Key Employees, and torefinance other existing outstanding loans for such purposes. In no event,however, may such loan exceed the amount allowable to be loaned by the Companyto such individual for such purpose as provided by any regulation of the UnitedStates Treasury or other state or federal statute.ADMINISTRATION The Program will be administered by the Compensation Committee (the"Committee") appointed by the Board of Directors and consisting of three or moremembers of the Board of Directors. None of the members of the Committee shall beeligible to participate in the Program during such membership. The interpretation and construction by the Committee of any provisions ofthe Program or of other matters related to the Program shall be final unlessotherwise determined by the Board of Directors. A majority of the members of theCommittee qualified to act on any question may act by meeting or by writingsigned without meeting, and may execute any instrument or document required, ordelegate to one of its members authority to sign. The Committee, from time totime, may adopt such rules and regulations as it considers desirable for theadministration of the Program. No member of the Committee or of the Board ofDirectors shall be liable for any action or determination made in good faithwith respect to the Program.PARTICIPANTS In the sole discretion of the Committee, Participants in the Program willconsist of officers or other Key Employees of the Company and its subsidiarieswho are recipients of awards under the 1983 or 1994 Restricted Stock OwnershipPlan for Key Employees, and any other similar plans hereafter adopted by theCompany. The Committee may authorize a maximum amount of loans under the Program upto a limit of five times the Participant's annual salary (base salary plusbonus) determined at the time of loan application.TERMS PROMISSORY NOTE: A Promissory Note will be executed at the time of the Loan, setting forththe terms and conditions of the loan. The term of the loan will be the lesser ofTen (10) years or attainment of age 69, subject to 99.8-91the following mandatory prepayment schedule in cases in which the term of theNote matures subsequent to normal retirement age: ATTAINMENT OF: Age 66--payment of 10% of Loan outstanding at normal retirement age Age 67--payment of 20% of Loan outstanding at normal retirement age Age 68--payment of 30% of Loan outstanding at normal retirement age Age 69--payment of 40% of Loan outstanding at normal retirement age The foregoing mandatory prepayment schedule shall not apply as long as theParticipant has not retired from active employment by the Company or in theevent the Participant continues to serve on the Board of Directors of theCompany. In such instances, the mandatory prepayment schedule shall commenceafter retirement or the date of termination of his service as a member of theBoard of Directors. Prepayment in such event shall be 10% of the loanoutstanding one year after such date; 20% of the loan outstanding two yearsafter such date; 30% of the loan outstanding three years after such date; 40% ofthe loan outstanding four years after such date. The Note may be renewed solely at the option of the Company. INTEREST RATE: Effective January 1, 1993, interest on amounts loaned under the Programshall be at a rate equal to prime lending rate announced by the principallending or agent commercial bank of the Company (or such other bank as may bedetermined by the Board of Directors), such rate to change, from time to time,so that it shall at all times be equal to such prime lending rate, but adjustedno more often than quarterly. Interest is payable annually by the borrower on orbefore January 15 of the next succeeding calendar year. Upon payment of alloutstanding balances, a payment of interest accrued to such date shall be paidsimultaneously therewith. Interest shall be calculated on the basis of a 365 dayyear. For loans granted prior to January 1, 1993, interest shall be at a rate ofeight percent (8%) per annum, unless the borrower made a one-time electionduring January, 1993 to convert such interest rate to the prime lending ratemethod discussed in the paragraph above.PAYMENT OF PRINCIPAL The principal may be prepaid at any time, and from time to time, withoutpenalty, during the term of the Loan. Such prepayment shall be made togetherwith payments of accrued interest on the prepaid amount to date of prepayment. In the event a Participant voluntarily terminates employment, other than byreason of a disability permanently preventing his continued employment,principal repayment shall be made in Two (2) equal payments of Fifty percent(50%) of the amount then outstanding. The first payment is due forthwith upontermination; the second payment Three (3) months after termination; withinterest on each payment accrued to the date of such payment. For purposes ofapplying the principal repayment provision of this paragraph, retirement by aParticipant prior to attaining age 65 (unless authorized by the Committee) willconstitute voluntary termination of employment. In the event a Participant is terminated by the Company, other than forcause, repayment of all outstanding loans together with interest thereon, mustbe made within Twelve (12) months of such termination. Death of a Participant shall not constitute termination of employment forrepayment purposes. In the event of the death of a Participant, repayment of alloutstanding loans, including interest thereon, must be made within twelve monthsfrom the date of death. Termination of a Participant for cause will require immediate repayment ofall outstanding loans and all accrued interest. Cause is herein defined asdishonesty or engagement in illegal activities in the course of employment, orthe conviction of the Participant of a felony or the entry of a plea of nolocontendere or like plea to a felony charge against the Participant. 99.8-92 Under the sale or other transfer or disposition of all or any part of sharesfor which loans hereunder have been granted (other than a gift to parents,spouse or children), then the Participant shall forthwith prepay an amount whichshall be the greater of: (a) fifty percent (50%) of the market value of the Common stock of the Company, sold, transferred or disposed of, as reported on the New York Stock Exchange as of the close of business on the date of such sale, transfer, or disposition; or (b) the full amount of the loan that has been made to the Participant with reference to such shares which were sold, transferred or disposed of.ADDITIONAL CONDITIONS In the event the Company should subsequently sell or otherwise dispose ofits ownership of a subsidiary by which the Participant is employed and if theParticipant is not retained as an employee of the Company or another subsidiaryof the Company after the transaction, such event shall be treated as atermination of the employment of the Participant by the Company requiring therepayment as above provided. A subsidiary of the Company, for purposes of theLoan Program, shall mean a corporation in which the Company owns at least 80% ofthe equity securities directly and/or indirectly through other corporations, solong as the ownership interest in such corporation ultimately attributable tothe Company through such direct and/or indirect ownership is not less than 80%. The Company shall be entitled to declare the entire unpaid principal sum andall accrued and unpaid interest hereunder immediately due and payable at anytime after the occurrence of any of the following events: (a) The failure of the Participant to make any payment of interest or principal by the due date therefor, which failure shall continue for more than 30 days after written notice of such failure shall have been given to the Participant. (b) The insolvency or inability of the Participant to pay his debts as they mature, the filing by the Participant of a voluntary petition in bankruptcy or for the adjustment of his debts under the Bankruptcy Code or the failure to have dismissed within 45 days after filing of an involuntary petition in bankruptcy filed against the Participant.
/Compensation/Benefit PlansTyco International Ltd.2009-10-18/compensation/benefits//content/hippo/files/default.www/content/contract/contract/T/Tyco-International-Ltd-/37063707Florida Corporate Headquarters Relocation Program - Tyco International (US) Inc.
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 todiscriminate in scope, terms or operation in favor of executive officers ordirectors of the Company and is to be available generally to all applicablesalaried employees, in a form as contemplated by SEC Regulation S-K Instruction(7) (ii) of Item 402 (a)3[ILLEGIBLE]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. 99.8-99The 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 PROPERTYIf the employee sells their current primary residence, the employee may elect toenter into a separate loan agreement with the Company covering the purchase of anew property. A summary of the loan agreement follows: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 granta mortgage on the new property to the Company in order to secure the loan.The employee will be required to grant a mortgage on the new property to theCompany in order to secure the loan. The employee is responsible for payment ofall real estate taxes, assessments, maintenance and insurance for the property.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. 99.8-100Upon 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, the employee can 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)(l)(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.)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 annualapplicable federal rate under Internal Revenue Code Section 1274(d), to beadjusted annually. The interest will be due and payable annually, but not laterthan January 15th of the year following the calculation period. At theemployee's option, principal pre-payment can be made at any time. Such loan willbe secured by 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 and other sundry costs of this arrangement for a period not toexceed three months. This arrangement presumes the employee is still maintainingtheir primary residence in the vicinity of Tyco's Exeter 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. 99.8-101OTHER 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 September 30, 1997. Employee taxes(federal, State, and local) incurred on this allowance will be reimbursed.TAX 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.1/14/98