[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 ----------------------------------